It was dark, clammy, and miserable inside the Elephant Graveyard. The three explorers didn't feel very comfortable walking around in there. Fog covered most of the area. Flesh was either gone, or still rotting off the bones of all the deceased elephants lying around. Josh had a nervous look to his face. "Timon was right," he said. "This place sure is creepy."

"Booogabogabogabogaboga!" shouted Chen as he jumped out in front of Josh with a small skull on his hand.

Denzel screamed his head off and held his heart to his hand as if he was about to have a heart attack. "Dang Chen," he said. "What were you thinking?"

Chen started to use the skull like a puppet. "Don't blame me," he said. "I'm dead from the neck up. Hehehehehe!"

Josh had a disgusted look on his face. "Chen, that's disgusting!" Josh shouted. "Throw it away. Eeww!"

With that, Chen threw away the skull. "Sorry, guys. I was just trying to have some fun."

"Oh yeah," said Denzel sarcastically. "Playing with a rotted skull is fu. Yeah, right."

They continued walking. The smell of the rotting flesh was incredibly awful. Josh suddenly stopped. Something didn't feel right to him. He signaled for the others to stop. "Shhhhhh," he said. "Be very quiet."

"Why?" Denzel asked quietly.

"If I'm not mistaken, I think we're being followed."

"By what?"

Suddenly, the explorers were knocked onto the ground so hard, it felt like a boulder hit them. The slowly raised their heads off the ground and rubbed their heads in pain. "Ow!" said Josh. "What hit us?"

"I think I know," said Chen. "Look." He then pointed to what hit them. There were three large animals that resembled dogs. One had a long black mane and looked female, the other was bald on top and was male, and the third had a stupid expression on his face and had its tongue hanging out of it's mouth. It was also a male.

"Oh great," said Densel who was getting onto his feet. "Hyenas."

Josh and Chen also got onto their feet. They stared nervously at the three hyenas as they licked their lips. "Lookie at what we have here fellas," said the lead female.

"Yeah, free food," said the bald one. The third one just gave out an idiotic laugh.

"Shut up Ed!" shouted the female at the stupid looking one. "What should we first Banzai? Chase them, or eat them?"

"Both!" Shouted Banzai as he licked his lips in hunger.

Josh looked at them nervously then quietly said, "Run boys."

The three explorers ran like the wind with the three hyenas chasing after them. They ran and ran until they stopped in front of a giant elephant skull. Chen scratched his head in confusion. "Why on earth did we stop?" he asked loudly.

Josh turned to him and whispered, "You keep running, Denzel and I will stall them." Then he patted Chen's shoulder. "Don't worry, we'll catch up." Chen started running again. Josh and Denzel just stood there waiting for the hyenas to get close enough. "Time out!" Josh shouted putting his hands in a time out signal. Just like that, the hyenas stopped in their tracks. "May I ask why you're chasing us?"

The female gave them a confused look. "Because we're hungry," she said. "Right, Ed?"

Ed just laughed as always.

Banzai stepped in. "And you're trespassing!" he shouted.

"We don't like trespassers!"

"Do you even know what we are?" asked Denzel as he gave a smirk.

"No but I don't care," said Banzai as he started to drool. "You look delicious!"

"Hey, what do you call things on two legs?" Asked the female.

"A walking stick!"

The hyenas laughed up a storm at that joke. Josh raised his eyebrow. "We're humans. One of the most dangerous animals on earth. And if you didn't realize that, then you must be the stupidest animals I've ever seen!" he said.

The three hyenas quickly stopped laughing and stared at Josh angrily. "What did you just say?" Asked the female.

"He called us stupid, Shenzi!" said as he began to snarl. Ed just laughed as always.

"They're so stupid, Ed looks like a genius," said Denzel as gave out a chuckle.

Shenzi growled furiously at them. "All right enough games!" she shouted. Let's get 'em!"

"Sounds good to me," said Banzai.

Josh smiled. "Go ahead," he said. "Make my day." The hyenas bared their teeth then charged at them. Denzel closed his eyes hoping not to die. Josh suddenly pulled back his trench coat and pulled out his pistols. "Dance!" Josh shot like crazy at the hyena's feet. The three hyenas hopped up and down trying to avoid the bullets. Josh stopped and put his guns to his sides.

Banzai opened his eyes then snarled, "You know what? I'm just gonna eat you!"

Josh smiled and pulled out his right pistol and held it up to Banzai's nose. "Oh, you are?" He asked him sarcastically.

Banzai gulped in fear. All of a sudden, Shenzi pounced on Josh and started to bite at his arm. His guns were knocked out of his hands and tossed into different directions.

Josh found a bone near his shoulder and held it in front of him so Shenzi wouldn't bite him. He turned his head to Denzel, who was watching him in fear. "Denzel!" he shouted. "Grab my guns!"

Denzel couldn't get them, for Banzai had them in his teeth. Just then, Ed pounced onto Denzel and started scratching, and biting at him. Both Denzel and Josh screamed in pain, until a familiar lions roar could be heard in the distance. The hyenas looked up to see Simba charge at them with Chen right behind him.

"Yeehaw!" shouted Josh. "The cavalry has arrived!"

Shenzi gulped at the site of the king. She and the others stopped hurting the humans and quickly got off them. "Uhh hi there Simba," said Shenzi as she nervously smiled. "Remember me? I'm your auntie Shenzi!"

Simba gave the hyenas an angry glare. "Leave or I'll fight!" He shouted.

"Shenzi and the other started to back away. "You wouldn't want to eat us, not your auntie or uncles."

Josh pulled out his gun and placed it up to Shenzi's nose. He gave her a wicked smile. "If I were you I'd leave," he said. "Or would you rather dance again?"

"But-"

Simba gave out another earth shattering roar, and sent the hyenas running for their lives. Josh shot his pistols in the air to make sure they wouldn't come back. After they'd gone, Josh put his guns away, and sat down to relieve himself. "Whew, thanks your Majesty." Simba gave Josh an angry glare, then started walking away. Josh and the others followed.

It was almost evening when Simba and the explorers got back to Pride Rock. The sun was a dark orange-red. Josh felt like he had done something wrong. So he walked up to Simba, who was sitting next to his queen. "Umm your Majesty?" he asked. "Did we do something wrong."

Simba looked at Nala, signaling her to go into the den. Then he gave Josh a very angry look. "You disobeyed me deliberately!" he shouted. "What were you thinking? You could've gotten yourselves killed!"

"Timon dared us to go in," Denzel interrupted.

Simba turned his head and roared, calling Timon forth. Timon slowly walked up to Simba with his head down in fear. "Did you dare them to go into the Elephant Graveyard?" he asked. Timon slowly nodded his head.

"Who were those hyenas anyway?" asked Chen as he scratched his head.

Simba lowered his head in despair, then sighed. "Th… They used to work for Scar. They had also killed him." Simba shuddered.

Josh raised an eyebrow. "Who's Scar?" he asked.

Simba just ignored him and went back into his den. Josh and the others were ashamed and concerned at the same time. Just then, Kiara and Kovu walked up to them.

"It's gonna take a long time for him to forgive us," said Denzel as he cracked his knuckles.

Chen turned to Kiara. "How long can your father hold a grudge?" he asked.

Kiara gave them a smirk. "It takes him a long time for him to get over it," she said. "He's mad right now."

"I'm puzzled over who Scar is," said Josh as he as he took off his hat.

Kiara turned to Kovu and signaled him to do something. Kovu lowered his head. "He was his uncle," he said. "He...was also...my… adoptive father." Kovu looked back at the explorers. "But he was corrupted by darkness and consumed by evil. He tried to take over the pride once before, but he was killed."

Josh's jaw dropped. He felt humiliated about asking Kovu that question. He never knew what Simba had to go through. He then put his hand on Kovu's shoulder. "I'm...I'm sorry...for asking."

Kovu shook his head. "Don't worry about it."

Josh looked at the two lions, then back at his friends. He took out both of his pistols and held them up. "We will never let darkness and greed consume us like it did Scar. These guns will not harm a single hair on your body. They shall only be used for your protection, I promise you."

Kiara smiled and nodded to Josh. "And we will protect you," she said with a good heart.

Denzel breathed out and started to walk out onto the cliff. "Well," he said. "We better sleep out here tonight. Otherwise Simba might kill us."

Josh stared at Denzel with a blank look on his face. Denzel dropped his bags "What? You know he still doesn't trust us."

Josh stood up and started to walk away. "Hey," said Chen. "Where are you going?"

Josh's only response was, "Out."

Denzel, Chen, Kiara and Kovu watched Josh as he walked out into the Pridelands.