It was now after dark, Scar had the lionesses gathered and was informing of them of what had happened back at the canyon. And where he had included a lie into what really happened there.

"Mufasa's death was a terrible tragedy; but to lose Simba, who had barely begun to live and to go with his new friends who we all treated like family..." Scar mourned.

The lionesses and Zazu were comforting Sarabi since this was her mate and son that Scar was talking about. Sarabi bowed her head in extreme pain. Nala rubbed against her mother as she also cried. This was truly a heart aching day for all of them.

Lucky was very mvoed by the loss of Patch, they may not had been biologically father and son, but from the day they first met, they viewed each other as family. Forte put his paw to his face, he cried for the first time in what was like an eternity for him. He couldn't save Cherry and he promised not to let anything bad happen to her. With Mufasa gone now, there was only one blood line that was at Pride Rock who could accept the throne.

"For me it is a deep personal loss," Scar then continued his eulogy. "So it is with a heavy heart that I assume the throne. Yet, out of the ashes of this tragedy, we shall rise to greet the dawning of a new era... In which lion and hyena come together, in a great, glorious future!"

"This guy is crazy." Forte whispered.

Rafiki went to his tree and was smearing against the cub painting he had made after Simba was born.

While that was going on, the cubs were now on the ground, exhausted in the middle of nowhere with the sun's heat, beating down on them. They had been walking for a while now and passed out.

There were buzzards circling and about to fly down to pick at their remains, thinking the cubs were dead. But they were then frightened as a meerkat and a warthog came running in with their own battle cry. They slapped and kicked the buzzards away.

"Get out!" the meerkat told the birds. "Get out! Get outta here!"

"I love it!" the warthog smiled. "Bowling for Buzzards!"

"Gets them every time!" The meerkat laughed.

"Uh-Oh..." the warthog observed the cubs and saw they were weakly and shallowly breathing. "Hey, Timon, you better come look! I think they're still alive!"

The meerkat, Timon, flinched in disgust, then walked over and observed the cubs and once he realized what they were, he panicked. "Jeez, they're a bunch of lions!" he then huddled up on top of his friend and pulled his ears like they were controls. "Run, Pumbaa, move it!"

"Hey, Timon, they're just a bunch of little lions," The warthog known as Pumbaa cooed. "Look at them... They're so cute and all alone~... Can we keep them?"

"Pumbaa, are you nuts!?" Timon nearly yelled in his ear.

Atticus and Patch coughed slightly and were able to wake up.

"Where are we?" Patch asked.

"They're waking up!" Timon panicked. "Now they're gonna eat us! Lions eat guys like us!"

"Calm down, we're not going to eat you." Atticus assured.

"Are you on our side?" Pumbaa then asked.

"We're not evil lions." Patch said.

"Hey, they're on our side," Timon smiled rather sneakily. You know, having a bunch of lions around might not be such a bad idea."

"So, we keepin' 'em?" Pumbaa asked.

"Of course, who's the brains of this outfit?" Timon smirked.

"My guess would be either way." Patch said.

"My point exactly," Timon nodded as Pumbaa carried Simba. "Jeez, I'm fried... Let's get out of here and find some shade."

Patch and Atticus then picked up the others on their backs, putting their strength into good use.

"Is there a spot of shade close by?" Atticus asked.

"Just follow us, friends." Pumbaa smiled as he walked one way.

"There's also a pool of water." Timon added.

"Oh, thank goodness." Atticus sighed out of relief.

"We've been around here and we're a couple of misfits, but we have each other." Timon smiled.

"Where did you come from?" Patch asked the meerkat.

Timon sighed. "I didn't belong back home... Nobody really liked me except for my ma."

"Wow, sounds rough." Atticus said.

"It really was..." Timon frowned. "Plus it was boring in that colony! All we do is dig so we can hide and then we hide so we can dig!"

"Isn't that what you meerkats do?" Atticus asked.

"Yes, but I got sick of it," Timon sighed. "So I decided to leave home and then a monkey told me to look beyond what I saw."

"What does that mean?" Patch asked.

"I'm not exactly sure..." Timon said, then they found a shady spot with the water he talked about. "Here, Pumbaa."

Pumbaa nodded and gently placed Simba down.

"Sheesh, you lions are stronger than I thought." Timon smirked at Atticus and Patch.

"Uh, thanks, we exercise a lot, oh, and also me and my friends except for Simba aren't really lions." Atticus said.

"Then what are you...?" Pumbaa was confused.

Timon laughed. "Pumbaa, he's kidding! It's a joke!"

"No, I'm not, I'm actually a human and Patch is a Dalmatian puppy and the rest of our friends, including my little sister and cousin are humans." Atticus said.

Timon then laughed again and fell on the ground. "Oh, man, this guy is GOOD!"

"Timon, he looks serious..." Pumbaa said to his best friend.

"That's because I am serious!" Atticus glared.

"Well, I don't know anything about humans or Dalmatian puppies, but good luck with that... "Timon shrugged, then splashed water against the other cubs. "If you are what you say you are, then why are you lions?"

"We don't know, maybe it was magic." Patch said.

"I rest my case." Timon said as he continued to splash the water from the oasis.

Eventually, the other lion cubs coughed and woke up from the water splashes.

"You okay, kids?" Timon asked.

"I guess so..." Simba said weakly.

"You all nearly died." Pumbaa said.

"Dang it..." Cherry sounded disappointed that she did not die.

"I saved you." Timon smiled boastfully.

Pumbaa then snorted to the meerkat.

"You saved them?" Patch asked out of disbelief.

"Well, uh, these guys helped, a little..." Timon then shrugged, referring to Atticus and Patch.

"Thanks for your help..." Dot dully replied.

Simba headed quietly back to the desert.

"Hey, where are you going?" Timon asked.

"Nowhere..." Mo sighed.

"Gee, they look blue." Timon commented.

"I'd say brownish-gold in some of them." Pumbaa replied.

"No, no, I mean they're depressed." Timon explained.

"Oh." Pumbaa frowned.

"Where do we go now?" Dot asked.

"I don't know, just anywhere but here..." Simba sighed.

Pumbaa trotted up to the cubs. "Kids, what's eatin' ya?"

"Nuthin', they're on top of the food chain," Timon attempted to joke and then laughed out loud. "The food chain!" But he then saw that none of them were joining in laughing or finding that joke funny and decided to stop, finding it now awkward. "So... Where are all of you from?"

"Who cares?" Simba was obviously more devastated than the others. "We can't go back."

"Yeah." Darla frowned.

"Ah, so you're an outcast," Timon smiled. "That's great, so are we!"

"Whatcha do, kids?" Pumbaa asked.

"Something terrible, but we don't wanna talk about it." Mo pouted.

"Good, we don't wanna hear it." Timon shrugged.

"Come on, Timon," Pumbaa scolded his best friend before turning back to the cubs. "Anything we can do?"

"Not unless you can change the past." Simba continued to sulk.

"You know, kid, in times like this my buddy Timon here says, 'You got to put your behind in your past'." Pumbaa advised.

"No, no, no," Timon waved his arms. "Amateur, lie down before you hurt yourself. It's 'you gotta put your past behind ya'. Look, guys, bad things happen, and you can't do anything about it, right?"

"Right." Simba said.

"Wrong!" Timon said then. "When the world turns its back on you, you turn your back on the world."

"Well, that's not what I was taught." Simba replied.

"Then maybe you need a new lesson, repeat after me," Timon said before clearing his throat. "Hakuna Matata."

"What?" Simba asked, confused.

"Ha-Ku-Na-Ma-Ta-Ta," Pumbaa enunciated.

"Oh, my parents told me about that," Atticus jumped in. "It means 'no worries'."

"Exactly." Pumbaa smiled.

"This is going into a song, isn't it?" Patch asked.

"Would you like a song?" Timon asked back.

"A song might help." Patch shrugged.

"Hakuna Matata," Timon started. "What a wonderful phrase."

"Hakuna Matata!" Pumbaa added. "Ain't no passing craze!"

Atticus and the rest of the cubs smiled, liking this song already.

"It means no worries," Timon continued. "For the rest of your days!"

"It's our problem free," Timon and Pumbaa sang together then. "Philosophy!"

"Hakuna Matata..." Timon said as he helped them into their part of the jungle.

"Hakuna Matata?" Simba asked.

"Yeah, it's our motto." Pumbaa smiled.

"What's a motto?" Dot, Darla, Patch, and Simba asked.

"Nuthin', what's a motto with you?" Timon then joked again and laughed.

Dot and Darla started to laugh with Timon and Pumbaa.

"You know, kids, these two words will solve all your problems." Pumbaa said.

"Yeah, how so?" Cherry asked.

"Well, take Pumbaa for example," Timon replied. "Why, when he was a young warthog..."

"When I was a young warthoooooog!" Pumbaa repeated in an operatic like voice.

"Very nice..." Timon cleaned his ear.'

"Thanks!" Pumbaa grinned.

"This should be interesting." Atticus said.

"He found his aroma lacked a certain appeal," Timon told the cubs. "He could clear the Savanna after every meal."

"I'm a sensitive soul, though I seem thick-skinned," Pumbaa sadly continued as he remembered what his life was like before he had met Timon. "And it hurt that my friends never stood downwind... And oh, the shame!"

"He was ashamed!" Timon added.

"And once thought of changing my name!" Pumbaa continued.

"Oh, what's in a name?" Timon added dramatically.

"And I got downhearted!" Pumbaa went on.

"How'd ya feel?" Timon added.

"Every time that I-" Pumbaa was about to say.

"Whoa, Pumbaa!" Timon covered his mouth nervously. "Not in front of the kids."

"Oh, sorry..." Pumbaa smiled nervously.

This confused the lion cubs, wondering why that was embarrassing.

"Hakuna Matata!" Timon and Pumbaa went back to their song as Pumbaa was hosited by a vine loop for him to swing. "What a wonderful phrase! Hakuna Matata! Ain't no passing craze!"

'Time to join in.' Patch thought to himself.

"It means no worries, for the rest of your days." The cubs sang joining in.

"Yeah, sing it, kids!" Timon praised.

"It's our problem free..." Timon and the cubs then sang.

Pumbaa fell flato n the ground next to them. "Philosophy!"

"Hakuna Matata." they all sang together.

"That was so much fun!" Dot cheered.

"It's about to get even better," Timon said as he pulled back a fern leaf to reveal a beautiful view of the rift-jungle with waterfalls and a rugged terrain. "Welcome to our humble home."

"You guys live here?" Darla asked.

"We live wherever we want." Timon smiled.

"Yep, home is where your rump rests." Pumbaa added.

"It's beautiful." Mo smiled, admiring the scenery.

Timon and Pumbaa walked them in.

Pumbaa let out a noisy belch without even excusing himself. "I'm starved!"

"I'm so hungry I could eat a whole zebra." Cherry said, remembering when she killed a zebra for the first time and found it very desirable.

"Same here." The rest of the cubs nodded.

"Eh," Timon looked a little nervous. "We're fresh out of zebra."

"Any antelope?" Simba asked.

"Nuh-uh." Timon declined.

"Hippo?" Dot asked.

"Nope." Timon said.

"Then what are we suppose to eat?" Patch asked.

"Listen, kids," Timon continued. "If you live with us, you have to eat like us," he then stopped in front of a log. "Hey, this looks like a good spot to rustle up some grub."

Pumbaa forced the log up with his snout to reveal many insects.

"Ew, what's that?" Simba asked.

"A grub." Timon smiled as he picked one up in his paws.

"That's a bug." Darla said.

"Gross..." Simba cringed.

Timon slurped the grub and licked his paw tips. "Tastes like chicken."

"How does it taste like chicken?" Patch asked.

"You try it." Timon invited.

"I don't know." Patch said.

Pumbaa slurped up a worm like a pasta noodle. "Slimy, yet satisfying!"

"Gross." Darla groaned.

Timon and Pumbaa kept eating their bugs.

"Now, guys, it's good to try now foods, what could happen?" Cherry asked before she picked up a grub off of a leaf. "Hakuna Matata..." she then put the grub in her mouth and slowly chewed, but actually seemed to like it.

"SHE ATE IT!" Dot shrieked.

"So how does it taste?" Atticus asked.

"Not bad..." Cherry smiled. "A little crunchy, but not bad."

The others looked to the bugs.

"Well, kids?" Timon held out a leaf like a waiter's plate with bugs crawling around.

"Aw, well, might as well try one." Atticus shrugged.

The other cubs then tried the bugs. Darla was the most nervous, she had been eating candy and sweets most of her life until she was adopted into Atticus's family, but she did join in.

"Time to see what these taste like." Atticus said.

Cherry ate another bug after her first one. With that, Patch, Darla, Atticus, Mo, Dot, and Simba tried their own bugs, once they found them, they ate them and swallowed them.

"Slimy.. Yet satisfying..." Simba actually smiled.

"It.. Tastes like chicken..." The rest of the cubs smiled.

"That's it!" Timon praised them.

"I think I might like this." Darla smiled.

"This is our home now... I guess..." Dot had a small smile.

Within the time, Simba and the others have adapted into Timon and Pumbaa's lifestyle. However, Simba had become slightly rascally over the time passing. While Atticus seemed to mature over the time passing.

"Young lion, come down from there!" Timon called one day.

Simba was jumping in the trees and laughed as he looked down to the others. "Man, you guys look like ants down there!"

"I'm counting to three!" Timon threatened.

"Whoo-hoo!" Simba jumped around, but broke a branch and was about to fall down.

"Uh-oh..." Pumbaa mumbled.

"Oh, no, what do we do?!" Darla asked while panicking.

"One... Two..." Timon counted.

Simba and Pumbaa then landed on top of the poor meerkat.

"Three..." Timon finished before passing out.

"Simba! You could have gotten hurt!" Atticus scolded.

"Sorry..." Simba said before laughing like a wisecrack.

"Simba, you say sorry to Timon!" Mo gave a sharp look.

"Okay, okay..." Simba rolled his eyes, then looked to the fallen meerkat. "Sorry, Timon."

"It's okay." Timon said all dizzy.

Pumbaa got up from him.

"What's gotten into you, Simba?" Cherry looked at the former lion prince.

"Aw, relax, it was just a harmless joke." Simba smirked.

"I think he's taken the 'put your past behind you' too far." Patch said.

"He'll mature..." Mo sighed. "I just know I'm a little nervous about when Junior back home hits puberty... That is... If we ever go back home..."