Timon gritted his teeth, trying to understand the situation. Why was she so desperate to have Pumbaa all to herself? What was her motive behind all this?

There was only one person left to talk to, and Timon knew it was not going to be easy. He just feared that his best friend would believe him over some batting eyelashes.

He turned away from the scene, trying to be quiet, but being stealthy wasn't his strong suit. His foot hit a twig and the snap echoed resoundingly through the jungle. He hissed, turned his head over his shoulder and watched as both heads jerked in his direction.

"Oops," Timon whispered.

The leopard took off, hurdling through the brush straight towards him. Timon's eyes widened as he watched the cat come down on him, suddenly caught between two very large paws.

"What do we have here?" Nuni asked, coming up beside them. She quirked an eyebrow down at the meerkat, looking very smug. "A spy?"

Timon gasped when the leopard pressed his paw on his chest, crushing him to the dirt. He clawed helplessly at his leg, but the big cat wouldn't give. "What do you want with Pumbaa?" Timon rasped.

Nuni's face changed suddenly and she gave the big cat a glare. "Let him up," she ordered.

The leopard's brow furrowed in confusion, but didn't say anything as he moved away. Timon sat up, coughing, and put a hand to his abused chest. Shakily, he looked up at the girl warthog.

"You've got it all wrong," she said, shaking her head. "I really like Pumbaa. I would never do anything to hurt him."

Timon's eyes narrowed. "You are a liar!" the meerkat bravely snarled. "You two were just conniving something! You want Pumbaa all to yourself!"

Nuni blinked at him, her expression revealing her surprise. "What? You don't think anyone would like Pumbaa for who he is? That they have to have a plan behind it?"

"Yes!" Timon barked. His eyes widened, and he quickly shook his head, "Wait, I mean no. I mean... Pumbaa... well, he isn't exactly girl material."

"Oh really?"

Timon looked between the warthog and the leopard, trying to read what they were thinking. He looked to Nuni, his face grim, as he replied, "I don't think you like Pumbaa. I think you want something else... I mean, he's got no manners, he is always eating, and he got the termite's share in the brain department..."

"Funny that you think that, Timon," said a new voice.

Timon gasped and turned his head, noticing Pumbaa for the first time. He jumped to his feet, holding out his arms towards his friend. "Pumbaa! Thank god you're—"

"You really think that?"

Timon faltered, dropping his arms at his sides when he realized the expression on Pumbaa's face. He looked hurt. "Pumbaa, I—"

"You don't think I could find happiness," Pumbaa stated.

Timon shook his head. "No, no that's not it..."

"You don't think I'm good enough."

"Pumbaa, listen to—"

"Go away, Timon," Pumbaa huffed, turning his head away.

Timon's face slowly dropped, not believing what he had just heard. He swallowed, feeling the well of sorrow start to choke him. He was about to move when his face hardened in determination and he turned to point at the leopard. "Look! She was going to have him hurt me! So she could have you to herself."

Pumbaa looked up at the leopard, his face not looking surprised at all. Nuni was quick to explain, "That's Bazil. He's a friend of mine. Pumbaa has met him already."

Timon's expression dropped once again, suddenly second guessing everything he had thought moments ago. "Why did you want to get rid of me?" Timon asked softly, looking up at Nuni.

Nuni gave Pumbaa a quick look, before she turned back to Timon. "Well, Pumbaa and I were thinking about, well, making a home for ourselves. We didn't think you'd understand."

Timon's eyes widened and he took a step back in hurt. "Oh."

"You thought it was time for you to move on," Nuni added.

Timon looked from her to Pumbaa, who was staring at him with a hardened expression. He shuddered at the sight of it, realizing it was probably the first time his friend had looked at him like that—and really meant it. "Is this true, Pumbaa?" He didn't respond. He just turned his snout away, staring at the ground.

"Pumbaa... you wouldn't do that to me... would you?" Timon stammered, taking another step toward him. "After everything?"

Pumbaa remained staring at the dirt, avoiding the meerkat's saddened eyes. After a cruel moment of silence, he turned and walked away.

Timon sucked in a breath, feeling like the world was crumbling around him. It couldn't be the end of it, it just couldn't. And with that thought, took off after him.

Bazil looked at Nuni, but she just shook her head.

"Pumbaa!" Timon called, struggling to keep up with his friend's long gait. "Pumbaa, please wait for me!"

"I don't want to hear anything you have to say right now, Timon," Pumbaa hissed.

"Please," Timon begged, scrambling through his legs and stopping in front of him. He held out his arms, signaling him to halt. "Please, just listen!"

Pumbaa lowered his snout to Timon's eye level, piercing him with a shuddering glare. "What Nuni told me about you was true. You wouldn't understand! And you wouldn't be happy for me. You are just a selfish meerkat. You don't want me to leave you because then you would be alone!"

Timon dropped his arms, staring at his friend in astonishment. His face twisted with sadness. "It is true. I am scared to be alone." Pumbaa nodded and turned to leave, but Timon got in front of him again, adding, "But, mainly I'm afraid to be without YOU. You're my best friend, Pumbaa..."

"Oh really?" the pig snarled.

Timon forced a smile, climbing onto his snout and looking him right in the eye. "Pumbaa, c'mon... think about what you're doing..."

Pumbaa jerked his head to the side, causing Timon to tumble onto the ground with a loud thud. Lifting his head up from the ground, Timon blinked a few times to clear the ringing in his ears only to realize Pumbaa was walking away from him again. Hurt, physically and emotionally, Timon rose to his shaky legs and watched him walk away. He puffed out his chest and yelled, "Fine! Go then! Live happily-ever-after with her!"

Pumbaa shot a look over his shoulder, his face looking dejected.

Timon frowned, shaking his head. "It won't last and you know it!" Pumbaa flinched, as if he had been hit, and Timon's stomach twisted, but he ignored it. "Just don't come crawling back to me when it does end!"

Pumbaa lowered his head and walked away, leaving the meerkat standing alone in the jungle.

All alone...