"Simba!" Mufasa called. As Simba made his way to his father he soon noticed a big paw print on the ground, he stared at it for a second before making his way to Mufasa and sat beside him. Mufasa then looked down at Simba and said. "Simba, I'm very disappointed in you."

"I know." Simba replied.

"You could've been killed . You deliberately disobeyed me and what's worse, you put Nala and your friend in danger."

Simba began to tear up after seeing that he made a great mistake. "I was just trying to be brave like you." He said.

"I'm only brave when I have to be." Mufasa said easing up on his son. "Simba, being brave doesn't mean you go looking for trouble "

"But you're not scared of anything." Simba says.

"I was today." Mufasa said. "You were?"

"Yes , I thought I might lose you."

"Oh, I guess even Kings get scared, huh?" Simba asked and Mufasa nods. "But ya know what?"

"What?" Mufasa asked.

"I think those hyenas were even scareder." Simba said. Mufasa laughed. "'Cause nobody messes with your dad. Come here, you."

Mufasa gives his son a noogie.

Simba yelps. "Oh no no ahh!" Simba and Mufasa tussled in the grass. Mufasa jumped up and bounded off.

"Oh come here!" Simba called running after him. He jumped at him.

"Gotcha!" They wrestled some more and ended up with Simba on Mufasa's head. "Dad?"

"Hmm?"

"We're pals right?" Simba asked. Mufasa laughed. "Right"

"And we'll always be together right?" he asked. Mufasa's face grew stern and he sat up a little, because he just remember telling Simba that soon the sun would set on him one day and would raise with Simba as the new King. Simba on his shoulder.

"Simba... Let me tell you something that my father told me... Look at the stars. The great kings of the past look down on us from those stars."

"Really?" Simba asked.

"Yes…so whenever you feel alone, just remember that those kings will always be there to guide you… and so will I." He told Simba.

"For both you and your sister." He thought to himself.


"Do you have any idea what kind of trouble you have put yourself through?" Lulu scolded at Maia. Maia only sat in silence knowing that not only did she put herself into harm's way but that she went against both her mother and father's wishes about wondering alone. Maia slowly looked up her mother. "Don't look at me like that! Speak to me! How could you disobey me like that?"

"I just wanted to play." Maia said quietly.

"Maia, you could've gotten hurt or worse you could've been killed! I tell you all the times, you have to be careful. Those hyenas are dangerous and they prey on little cubs like you which is why you must stay away from the Elephant Graveyard and Pridelands." Lulu said.

"But why the Pridelands? Is that where daddy lives?" Maia asked. Lulu hung her head low. "Yes, that's where daddy lives."

"Why doesn't he want to live with us? Did I do something wrong?" Maia asked her mother.

"No, you've done nothing wrong."

"All the other animals live at Pridelands, why don't we?"

"Because..." Lulu said. She wanted to tell her daughter the truth of why she could never go back to the Pridelands and why Mufasa didn't stay with them but her shame kept her from doing so and her guilt was eating her alive. "Sometimes, it's best to separate yourself from other tribes. That way no one would ever know what foul thing you've done to hurt others."

"Is that why we live out here?" Maia asked.

"Yes, but you don't need to worry because haven't done anything wrong."

"Did you do something wrong, mom?" Maia asked Lulu. Lulu paused and sighed. "It's getting dark outside, time for rest. We'll talk about it in the morning." Lulu told Maia as she lied down and Maia lied down next to her mother.

"Goodnight, mom."

"Goodnight, Maia." Lulu cuddled up next to her daughter. "What am I gonna do? How am I going to tell the truth to her? Then, what would the others think." Lulu thought and finally closed her eyes to sleep.


Meanwhile at the Elephant Graveyard...

"Man that lousy Mufasa. I won't be able to sit for a week!" Banzai complained and Ed laughed. "It's not funny Ed." Banzai growled.

Ed bit his lip, then laughed falling on his back. "Hey shut up!" Banzai yelled but Ed continued to laugh. Banzai tackled Ed and the two started fighting. Shenzi rolled her eyes. "Will you knock it off!?" Banzai stopped, leaving Ed chewing on his own leg.

"Well he started it!" Banzai exclaimed.

"Look at you guys. No wonder we're dangling at the bottom of the food chain." Shenzi said.

Banzai drooled. "Man I hate dangling." Shenzi snickered sarcastically. "Shyeah? You know, if it weren't for those lions, we'd be runnin' the joint."

"Yeah! Man I hate lions!" Banzai said. "So pushy"

"And hairy"

"And stinky"

"And boy are they uuugggly!" They exclaimed falling over together laughing. "Oh surely we lions aren't all that bad." The hyenas jolted up and saw Scar sitting on the perch in the cliff with green steam shooting up in the air.

"Oh Scar it's just you." Banzai remarked. "We were afraid it was somebody important"

"Yeah, you know like Mufasa." Banzai says. "Yeah!" Shenzi replied. Scar rolled his eyes. "I see."

"Now that's power." Banzai said. "Tell me about it, I just hear that name and I shudder." Shenzi said.

"Mufasa.." Banzai calls and Shenzi shivered. "Ooh…do it again."

"Mufasa! Mufasa! Mufasa! Mufasa!" Ed fell over laughing. "It tingles!" Shenzi replies. Scar sighed rubbing his forehead. "I'm surrounded by idiots."

"Hey, hey, Scar! Did you bring us anything to eat? Huh?! Buddy, old pal, did ya, didya, didya?!" said Banzai.

"I pretty much handed those cubs right to you and you couldn't even dispose of them." said Scar dropping a Zebra leg down to them which they ravenously dug into.

"Hey, hey, Scar! Did you bring us anything to eat? Huh?! Buddy, old pal, did ya, didya, didya?!" said Banzai.

"I pretty much handed those cubs right to you and you couldn't even dispose of them." said Scar dropping a Zebra leg down to them which they ravenously dug into.

"Well, it's not like they were alone Scar." said Shenzi before she dug back into the leg.

"Yeah...what're we supposed to do? Kill Mufasa?" Banzai said and swallows chunk of Zebra meat

"Precisely." said Scar giving a sinister grin.

Banzai and Shenzi: "Huh?"

Scar jumps off the platform, between two rocks and lands on the zebra bone, smashing into the ground and geysers give off green gas and kept that sinister smile on his face.

"I know that your powers of retention, are as wet as a warthog's backside "

Scar looked to his side and saw Ed mindlessly chewing on a bare bone and scowled because he wasn't listening to him.

"But thick as you are. PAY ATTENTION! My words are a matter of pride."

He smacked the bone out of Ed's paws and then waved his own paw in front of Ed's face, but Ed looked dumbly into space and his friends chuckled behind Scar.

"It's clear from your vacant expression, the lights are not all on upstairs. But we're talking kings of successions."

Scar glared at them and appeared right in front of their faces, scaring the life out of Banzai and Shenzi.

"Even you can't be caught unaware! So prepare for the chance of a lifetime! Be prepared for sensational news!"

Scar hopped onto another ledge and thought deviously of the thought of what killing Mufasa would be like as well as what would happen to Pride Rock after he was dead. He would rule even better than Mufasa and have a kingdom all to himself.

"A shining new era is tip-toeing nearer!"

"And where do we feature?" Shenzi asked. Scar grabbed her cheek and held it tightly.

"Just listen to teacher." he advised before he released her.

"I know it sounds sorbid, but you'll be rewarded when at last I am given my dues! And injustice deliciously squared! Be prepared!"

The hyenas smiled at the thought of something that they had no clue about.

"Yeah, be prepared! We'll be prepared. For what?" Banzai said and Scar groaned.

"For the death of the king!" Scar said loudly

"Why is he sick?" Banzai asked. Scar rolled his eyes and grabbed his neck.

"No fool, we're gonna kill him. And Simba too." Scar said smiling wickedly before he dropped Banzai onto the ground.

"Great idea! Who needs a king?!" Shenzi said happily.

"No King! No King! La la la la la la!" they sang happily but Scar growled at them.

"IDIOTS! There will be a king!" he yelled at them

"Hey, but you said that-"

"I WILL BE KING! So stick with me and you'll NEVER GO HUNGRY AGAIN!" Scar proclaimed and the hyenas cheered.

"YAY! Alright, long live the King!" the hyenas said and soon the whole pack of hyenas joined them in the great news.

"It's great that we'll soon be connected, to a king who'll be all time adored!" Scar smiled wickedly above his loyal subjects.

"Of course quid pro quo, you're expected to take certain on board. The future is littered with prizes and though I'm the main addressee. The point that I must emphasize is..."

Scar leaped down from the high ledge and openly glared at all of the hyenas. "YOU WON'T GET A SNIFF WITHOUT ME!"

"So prepare for the coup of the century! Be prepared for the murkiest scam!"

Scar hopped onto one of the heated ledges that began to extend all the way out of the cave and into the cold night sky with blazes of fire and smoke surrounding him.

"Meticulous planning! Tenacity spanning! Decades of denial! Is simply why I'll...be king undisputed, respected, saluted and seen for the wonder that I am. Yes my teeth and ambitions and bared! Be prepared!"

The hyenas were all laughing hysterically and singing along with Scar about his plan for taking the throne from Mufasa and the future king Simba.

"Yes our teeth and ambitions are bared! BE PREPARED!"

Scar and the hyenas laughed maniacally towards the night sky as the plan for killing Mufasa and Simba would take place tomorrow.


"Now you wait here." Scar instructed Simba. "Your father has a marvelous surprise."

"What is it? Simba asked curious to know.

"It wouldn't be a surprise if I told you Simba."

"I'll still act surprised if you'll tell me."

"Oh, you are a naughty boy!" Scar teased. "Come on Uncle Scar!" Simba whined. "It's only for you and your daddy." His Uncle told him. "Sort of a...father/son...thing. I better go get him!" He said pulling his paw away and waving it in the air. Simba sighed watching him. Scar turned away.

"I'll go with you!" Scar turned around and snapped at him.

"NO!" Simba jumped back. Scar gulped. "Heh heh heh…No. Just stay on this rock. You wouldn't want to end up in another mess like you did with the hyenas…" He said pushing Simba back onto the rock. Simba looked up at him shocked.

"You know about that?"

"Simba, everybody knows about that" Simba looked down embarrassed. "Really?"

"Oh, yes. Lucky Daddy was there to save you, eh?" Scar said putting him paw around Simba. He pulled him closer. "Oh... and just between us, you might want to work on that little roar of yours. Hmm?" he said letting go of Simba. Simba looked at the ground. "Oh..ok." Scar patted Simba on the head then turned and walked away.

"Hey, Uncle Scar, will I like the surprise?" Scar looked over his shoulder. "Simba, it's to DIE for."

The hyenas were waiting under a rock for Scar. Banzai's stomach growled. "Shut up!" Shenzi growled. Banzai shrugged. "I can't help it! I'm so hungry…I gotta have a wildebeest!" He said jumping up.

Shenzi pulled him back down. "Stay put"

"Well... Can't I just pick off one of the little sick ones?"

"No…we wait for the signal from Scar" Shenzi growled. Shenzi looked at a cliff as Scar appeared. "There he is. Lets go."

"Little roar. Pah." Simba snorted. A lizard crawled over his tail and he looked at it. He smiled and jumped up and roared. The lizard didn't even look at him. Simba jumped over him and roared again. Then he roared louder and the lizard scrambled off. Simba smiled proudly as his roar echoed in the canyon. Simba looked down as the canyon floor began to shake. He looked up as a stampede of wildebeest started to flood down the canyon walls. He scrambled to his feet and started to run.

Meanwhile Mufasa and Zazu were on patrol. "Look Sire..the herds are on the move." Zazu reported. "Odd…" Mufasa replied.

Scar appeared. "Mufasa quick! Stampede! In the gorge! Simba's down there!" Mufasa eyes filled with fear. "Simba?" Zazu flew ahead as the two lions ran towards the gorge.

Zazu flew into the gorge and found Simba and Nala. "Zazu help me!" Simba cried.

"Your father is on the way! Hold on!" Zazu called flying back. "Hurry!" Simba cried. Zazu flew to Mufasa. "There! There on that tree!" Zazu said.

Mufasa noticed his son. "Hold on Simba!" he said as he jumped into the gorge. A wildebeest ran into the tree, cracking it.

Zazu flew around frantically. "Oh Scar! This is awful. What will we do? What will we do? I know! I'll go back for help! That's what I'll do, I'll go back for-" Scar knocked Zazu into a cliff and knocked him out, then followed Mufasa's progress. Mufasa realized he past the tree and turned around just as a wildebeest broke the tree. The cubs were thrown into the air, and Mufasa jumped up, catching Simba in his mouth, Mufasa ran for the cliff, but a wildebeest ran into him. He quickly put Simba down on the ledge, then fell back into the stampede.

"Dad!" Simba cried. Simba watched in horror as while looking for his father.

Meanwhile in the Outside lands Maia noticed that there was a stampede of wildebeest.

"Mom, there's a stampede!" Maia calls and Lulu went outside to see for herself.

"What's going on out there?" She thought. At the last second, Mufasa leapt out of the herd and started to climb with great difficulty up the sheer rock slope. Simba turned and started to climb up to the top of the gorge. But, Out of his sight, Mufasa reached a point right below a ledge. His claws scraped against the rock. Above him on the ledge was his brother.

"Scar!" He cried, slipping. "Brother! Help Me!" Scar looked without any emotions whatsoever down at his brother, and then suddenly latched onto Mufasa's forepaws with his claws extended. Mufasa roared, primarily from the sudden pain of Scar's claws, but then he realized, his brother never liked him, his brother was jealous, his brother wanted him dead. His expression slowly changes to one of horror as he recognizes Scar's intent. Scar smiled. "Long Live The King." Scar said as he threw his brother back, and he fell into the stampede. "Aaah!" he cried.

"Noooo!" Simba screamed as he watches his father fall into the stampede of wildebeest and was trampled. Simba ran down the slope and into the canyon, as the stampede passed. Simba coughed. "Dad?" He heard a sound. "Dad..?" A wildebeest jumped over something then ran off. Simba saw his father lying under the broken tree.

Simba ran over to him. "Dad? Dad..come on" He rubbed his head against Mufasa's.

"You Gotta Get Up…" He pushed on his dad. "We Gotta Go Home…" He tugged on his ear. Simba ran off a bit, frightened. "Help! Somebody!" He looked around, tears rolling down his cheeks.

"Anybody…" He turned back to Mufasa and cuddled under his paw.

Scar took about a minute to arrive. His face unexpectedly emerged from the dust clouds and coldly saw the cub crying and the dead king. "Simba," he said, "what have you done?"

Simba got off his father. "The wildebeests and…" he whimpered, "he tried to save me. It was an accident. I didn't mean for it to happen."

"Of course… of course you didn't," Scar told him, "no one ever wants this things to happen." He pulled Simba close to him; the little cuddled his paw. "...But the king IS dead." he said, looking regretfully at Simba. "And if it weren't for you, he'd still be alive. Oh! What will your mother think?" Simba sniffled.

"What am I going to do?" he asked. "Run Away Simba. Run Away, and Never Return." Scar said.

Simba ran off, crushed. Scar watched as the hyenas appeared behind him, "Kill Him." He told them. The hyenas ran off. The Hyenas chased after Simba. Simba found his only way out was to jump off a cliff, so he did, rolling down the side and into a brier patch. Banzai noticed this and slid to a stop, barely making it. But the others didn't stop, and Banzai flew into the briers.

"OWW!" he screamed jumping out of them. Shenzi and Ed laughed. Shenzi noticed Simba run into the desert. "There He Goes! There He Goes!" Banzai removed some thorns from his butt.

"So go get Him" he said. Shenzi snorted. "There's no way I'm going in there. What you want me to come out looking like you, cactus butt?" Ed laughed. Banzai glared at him and spit a thorn onto his nose. Ed yelped.

"We Gotta Finish the job!" He said. Shenzi shrugged. "He's as good as dead out there anyway. And if he ever comes back, we'll kill him."

Banzai turned towards Simba and yelled to him. "Did ya hear that? If you ever come back, we'll kill ya!"


Scar sat at the bottom of Pride Rock, the lionesses gathered around. "Mufasa's death was a terrible tragedy…but to lose Simba! Who had barely begun to live…" The Lionesses tried to comfort Sarabi. Nala sat under her mother, crying.

"...For me it is a deep personal loss." Scar continued. "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 and glorious future!" Scar ascends Pride Rock as the hyenas appeared everywhere. The Lionesses gasped.

Rafiki shook his head. After wiping away a tear, he reached up and rubbed his hand across the cub painting, smearing it. Their last hope, was gone.

Lulu and Maia stood far away so no one would notice that they were there. Lulu sheds a tear hearing that her daughter's father was dead, Maia sat underneath her mother crying...she never gotten a chance to spend any time with father like she had wanted and that her half brother Simba was dead also...or so she thought.

"Bye, daddy. I'll miss you." Maia says to her father. Simba and Maia's father is now dead.