About another year passed, and All the cubs of the Pridelands grew.

Kiara had been born some time earlier, and was now a playful, energetic little cub. She, Vitani and Kovu would spend their days playing and exploring the Pridlands. While being babysat by Timon and Pumbaa.

"Gosh these kids are more of a handful than an army of Simbas," Timon though

Also Nuka had grown into a young lion. Yet he wasn't exactly the perfect big cat. For some reason his mane refused to fully grow in. He had scars looks, and her eyes. Yet somehow they had molded together to create somekind of twisted face. Perhaps Scaar really had known all along that he wouldn't be king material. Yet he was still hyena killing materal.

"Yes my son," Zira said to Nuka "Tonight we shall avenge your father's death,"

Later that night, while Simbaand the rest of the lionesses were asleep. Zira and Nuka quietly woke up her small army of lions that she had built who were still loyal to Scar. And they all went forth to annihilate the hyena clan.

It was going to be a suprise attack. Under the cover of night they would sneek into the Outlands, and slaughter every last hyena there. Especally Shenzi.

Meanwhile, in the Outlands.

Shenzi, Banzai, and Ed had snuck into the Pridelands. Also under the cover of night they were going to hunt for food. It was just like old times, before Scar had come and manipulated Shenzi clan into become his personal army.

"Man this sucks Shenzi," Banzai said

"Hey you wanna go back home and starve?" Shenzi said

"No, I was saying why do we have to do the hunting? You're the queen, make somebody else do it?" Banzai asked

Ed said something just then

"Ya Ed that's whyit's only the three of us," Shenzi said "It's harder for those lions to spot just three of us, plus I know how tempting it is for eveyone to want to go on an alll you can eat massacure out here. This way I can't keep you two goons in line, instead of a whole bunch of you going nuts.

"Whatever," Bazai said

The hyena trio crept silently on, soon enogh they came upon a heard of zebra. Hidding in some tall grass the crept even close to their midnight snack. Yet before they could pounce and get their meal. Ed slammed, Shenzi and Banzai back to the ground.

"Ed? Why'd you..?" Ed quickly covered his friend mouths and said something

"You ssaw what?" Shenzi whispered

Ed pointed out towards what he had seen.

The hyena trio carefully peered out through the tall grass they were hidding in. Only to see Zira, Nuka, and a whole bunch of other lions going towards the Outlands.

"What the?" Shenzi said

"What are they doing walking around so late?" Banzai wondered

"It looks like they're going towards...Oh no!" Shenzi panicked "They going towards are home!"

"Wh..!" Ed covered Banzais mouth before he ould finish his cry of shock. Luckly the lions didn't notice them.

"We got to get back and warn the others," Shenzi said "C'mon,"

The trio hurridly rushed back home to warn their fellow hyenas of the upcomming attack.

Sadly it was to late.

Shenzi, Banzai, and Ed could only watch as their clan was torn to sreds by the hands of the lions.

"Where is she!" Zira cried as she clawed a hyenas throat out "Find her! FIND SHENZI!"

"What dose that lady wany with you Shenzi?" Banzai asked

Shenzi thought for a moment, then it hit her.

"Banzai do you know who that is?" Shenzi said

"A lioness who's really pissed at you?" Banzai answered

"No, that's Zira, Scars mate." Shenzi said "She must've seen us kill Scar, and now wants revenge on us,"

Ed said something with a look of anger upon his face

"No Ed we can't jump into that," Banzai said "We'll get killed to,"

Ed talked some more

"I know Ed," Shenzi said "But theirs nothing we can do for them. We got to get out of here before they spot us,"

Ed talked more

"No Ed we can't just give Shenzi over to her." Banzai said smacking his friend in the face "Shenzi is are queen, and as her subject we are entitled to protect her. Whatever the cost."

Ed looked back at the hyenas. The lions had already killed off more then half the clan. Tears formed in his eye, Snenzi and Banzai's to.

"C'mon boys," Shenzi half sobbed "We better go around the Outlands and get out of here,"

They took one last look at their clan before leaving. Nuka had a hyenas neck in his mouth. The young lion crushed in inhis mouth.

The trio fled.

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