Hi everyone

See Part One For Disclaimer.

Kovu went to the cave where he was met by his mom, Zira, Runju, Ni, Naanda, and Sarabi. Suddenly Kiara jump out of her mother's paw and jump at Kovu and pin him. "Pin y'all." Kiara smiles at him.

"What?! I wasn't even ready!" Kovu complains. Kiara let out an chuckle. Sarafina and Zira smiled behind them, this remind them of the old days when they use to pin there friends that are now there mates. Funny how the circle keeps going.

Simba came out of the den, Mufasa's behind him. "Nala!" he ran up to the cub that was his best friend and jump at her but she land on top and pin him.

"Pin y'all." Nala laughed.

Simba push Nala off him in an sulking matter and turn to Kovu. "I have somewhere to show you. It's really cool."

"So where is this really cool place?" Sarabi asked from behind him.

"Oh, around the water hole." Simba turned around with an smile, trying to look convincing.

"Well," Zira smiled, walking to the cubs, "go along and have fun." Zira waved the cubs off. They all ran off. "And be back by sunset!" She called out. With that they head for the water hole.

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Simba decided they were close enough to the water hole as is. "Hey guys." Simba called out, halting his friends who was in the front of him going for the water hole. "I know this place my father show me. Let's go there instead, it's really awesome."

"Lead the way then." Kovu said smiling, wanting to see this really cool place.

"Yeah!" All of the cubs agreed. With that they follow Simba, not knowing where he is leading them to.

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They went far from the water hole, following Simba to the mysterious place. Kovu had suspicions, this look like that shadowy place his father told him about. "Guys." Kovu halted them. "We should stop, my father told me that this is beyond our borders."

"Yeah." Kiara got an nervous feeling in her stomach.

"Come on don't be an big scary cat!" Simba mocked. "Let's go."

"No, I... I can't." Kovu stammers.

"Fine." Dotty says in an sing-song voice. "Be an little scaredy-cat and to think you will be king one day and yet is afraid of a dark place."

"Yeah." Nuka chimed in an sing-song voice too. "Come on guys. Let's go."

"I just don't think it's a good idea to go there." Kovu said nervously.

"Come on Kovu." Simba says. "If your cool, you will come."

"Yeah." Shenzi appeared with Banzai and Ed. "Let's have dinner." she declared.

"Yeah, we can have whatever "lion" around." Banzai laughed.

"Wait. Wait. I got one. I got one. Make mine an cub sandwich." Shenzi laughed as well.

Kovu and Kiara slowly back up and went back for pride rock. But as they were running, hyenas were chasing them. From an distance, Uru was out, walking. "HELP!" Two voices were heard and she snapped her head around, she then saw Kovu and Kiara's appear, the hyenas that were chasing them stopped at the lioness and then ran back.

"Kovu, Kiara, where is the other cubs?!" Uru asked, not trying to scream so loud.

"At the edge of the pride lands, around the northan border!" Kovu cried, as he bury his head into his grandma leg.

"It's going to be all right. I save them." Uru was pretty fast for her old age so they can trust that she get there fast. With that the old lioness and two cubs ran to where the other cubs was at.

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Simba and the other cubs were surrounded by the hyenas. "Come on. Let's kill these brats."

All of the cubs back up in fear, the hyenas weren't aiming for Simba, due to them knowing who's his father is, but they had to kept up the charade. Nuka, Simba, Nala, Dotty all close there eyes as waiting for the pain. However none came, they heard the sounds of fighting, and all of them open there eyes and saw Uru appeared. The hyenas didn't back down, they instead kept fighting. At first Uru was winning the battle but as they kept fighting, she begin to grow tired and Shenzi sneak behind her and bite into her back, making the old lioness hit the ground.

"Lions are actually not strong." Banzai scoffed at Uru's motionless body. Then they all turned to the cubs, "One lionesses can't save you. Now prepared to die." As they move to advance on the shaking cubs, another roared was heard.

And an brown paw knock all of them down, Scar appeared, biting and clawing at all of them. His green eyes burning with hatred as he swipe, slash, and strike at them all. Soon the hyenas were all on the ground and some even ran back to the elephant graveyard. All except Shenzi, Banzai, and Ed for they were with too much fear to move. "Please." Banzai begged.

"Uncle. Uncle." Shenzi said in defeat.

"Silence!" Scar roared, full of dominance. His green eyes burn in the sunset.

"Oh. We're going to shut up right now." Shenzi said, fear in her eyes.

"Calm down. We so sorry." Banzai said with an fake smile, trying to convince Scar. It didn't work.

"If you ever come near my son, nephew, and there friends again." Scar said, holding back the urge from ripping there throats apart.

"This is your son?" Shenzi asked, trying to sound surprise.

"Oh yours?" Banzai questioned, acting surprise as well.

"GET OUT!" Scar roars and all of the hyenas ran off, back to the elephant graveyard.

"Dad I..." Kovu ran up to his father. "We didn't..."

"It's ok." he nuzzles Kovu. "None of you will be punished. I just need to help your grandmother Kovu."

Scar went before Uru who slowly open her eyes and look at her son. He bend down and nuzzles her, she had so many scratches, bite marks, and blood were pouring down from her side. "Tak... Takaia."

"Mom." Scar bend his nose down and nuzzle her. His eyes water up with tears. "Why did this have to happen to you?"

"Takaia..." Uru spoke. "I atleast protected the cubs." she smile.

"Thanks mother." Scar said, licking away some of the blood like she did when he was an cub.

"You are an great king." Uru praise. "Like your father. will atleast get to see him again." she chuckled with blood pouring out of her mouth.

"Mom, you can't leave me. Leave us. What about Almasi?" Scar asked, wiping tears away from his eyes.

"Almasi is almost 2 sweetheart. She won't need me." She said sadly.

"But what about me?" Kovu ran infront of his father and up to Uru. She wrap an paw around his back and pull him close with all of her remaining strength. "I love you grandmother. Please..."

"Don't worry, Kovu, I will always be apart of you. Good luck my son." And with an final breath, Uru collapsed, not moving, the blood slowly getting wipe on the green ground. Sighing, Scar picked up his mother and they went back for pride rock.

A/N R.I.P Uru. I actually was tored apart from doing this. I really love her character and it was hard. I toss around with the idea of keeping her alive but I feel like it would be an ultimate sacrifice.