Cliffhangers are evil... how I love it when I'm dishing it out! I'm surprised a lot of you cried again during the previous chapter... I suppose there were sad moments in there. Here, tissues. ::Tosses 'em out at readers.:: I know you'll need 'em for this chapter. ::Eats cookies from Tash and SunRise, starts writing.::

Thanks Tash for some help on the flashback and Stormie for helping me out again with some dialog and actions.

Chapter 8:

Pumbaa turned in a circle three times and then laid down near a tunnel entrance.

"Can you hear us, Pumbaa?" a meerkat called.

"LOUD AND CLEAR!" Pumbaa shouted back into the tunnel. The meerkats down below covered their ears at the unexpected scream. They waited until the echo had seized to uncover them.

"You don't have to yell, Pumbaa. The hole is right above us," Pete, now with a spot of gray in his hair, said, looking up at Pumbaa through the tunnel.

"Sorry," Pumbaa grinned sheepishly.

"We're all deaf now," Uncle Max said, sticking his finger in his ear.

"You were always deaf, Uncle Max," Timon said under his breath.

"What?"

"See?" Timon said in a toothy grin. Uncle Max stepped up to Timon with a warning stare.

"Quit stalling, Timon. You brought us together for a reason. Start talking." Max walked back and sat down. Timon made sure everyone was present, then he sat down next to his mother.

"All right... first off, I once again apologize for my outburst earlier today. And once again, Uncle Max, I could care less whether you accept my apologies right now." Uncle Max left out a soft growl and folded his arms in front of his chest. Timon glared at him slightly, rubbing his left cheek, then his expression softened. "Anyway, as I confessed earlier today, I wasn't in the tunnel when Dad went out looking for me..." Timon paused to sigh, already feeling the pain of having to relive the day again, and he had barely begun. Ma scooted closer to him and put an arm around his shoulders. Timon reached his right paw back to hold onto Ma's paw. "... I was actually outside."

4 years ago...

Timon, 5 months and 3 weeks old, was digging for grubs and thought he heard someone saying something.

"Rain! Everyone back to the tunnel!" the sentry called out. Timon was so deep into the hole that the sentry couldn't be made out clear enough. He lifted his head up, munching on some grubs. He swallowed and looked around. He heard nothing else. He shrugged and went back to digging. He paid no attention as the rain slowly started to fall... or when a hyena padded into the scene. The hyena sniffed around, then growled when he found the meerkats had already gone back inside.

"Never fails... starts raining, they go hiding. That's why they're on the bottom of the food chain," the hyena mused in a gruff voice. He then turned to walk away when he spotted a meerkat tail and back legs sticking out of a hole. He growled softly and then slowly approached the pup. Timon finally felt a raindrop fall on his head, and then his stood up and shook it off.

"Why didn't someone tell me it started to rain? I'm always the last to know," Timon said to himself. He turned around to head for the tunnel, and then was met face to face with a large male spotted hyena. He stiffened up as the hyena sniffed him.

"I'll tell you what, pup... you can be the first one to take a tour of my insides," the hyena growled.

"Sorry, I don't have any money," Timon nervously said as he started to back away. The hyena walked towards him.

"What's the rush?"

"Uh... my mother's calling me?" The hyena growled, baring his teeth. Timon stared at the hyena with wide eyes, then closed his eyes and swiped a paw at the hyena, who suddenly yelped in pain. Timon opened his eyes to see he scratched the hyena's nose. He took this opportunity to run towards the tunnel. He skidded to a halt when the hyena jumped in front of him, blocking the entrance. The hyena, who now had three tiny claw marks on his nose, growled fiercely at Timon. Timon gulped, turned and ran again. He felt the hyena nip at his heels, until Timon ducked into a gap under a large rock that was big enough for Timon to fit into. The hyena barked at him, snapping his fangs at Timon, who was out of his reach. Timon dug under the rock to make more room, also to kick some dirt into the hyena's face.

"Get out here, you little runt!" The hyena started to dig at the base of the rock, becoming closer to gaining access to Timon. Timon cowered back as the hyena's fangs came closer to him. Suddenly, the hyena howled in pain and reared back. Timon looked to see his father Buzz holding onto the hyena's back right leg by his teeth.

"Dad!" Buzz dropped off the hyena's leg, and ran over to the gap under the rock.

"Timon! Are you OK?" he asked.

"Yeah... considering," Timon motioned to the hyena, who was licking his back leg. Buzz reached into the gap and pulled Timon out by the arm. He took Timon and started to run back to the tunnel until they hyena ran up to them and knocked Buzz and Timon forward. Buzz cried out in surprise, and Timon, because of his lighter weight, rolled forward close to the rock and tree sentry point. Timon quickly hid behind it as Buzz got up. The hyena ran over Buzz and headed towards Timon. Buzz grunted, then he threw a nearby rock at the hyena, landing a hit on his backside. The hyena growled, and then he turned around and started running towards Buzz.

Several meerkats popped up from a hole, watching Buzz pick up a large stick, twice the size he was.

"Here, batter, batter!" Buzz said as he swung the stick at the hyena. The hyena, shocked at Buzz's strength, yelped and rolled over backwards.

"Look at him go!" a meerkat said.

"He's got that hyena begging for mercy!" Timon peeked behind the rock to see Buzz was indeed beating the hyena with the stick. The hyena yelped and then ran past Timon and down the hill. Buzz panted, threw the stick aside, and then walked behind the rock.

"Are you OK, pup?" Buzz asked, kneeling down to Timon. Timon put a paw over his chest and panted.

"I was so scared, Dad. That hyena almost..." Buzz hugged Timon, and exhaled.

"Don't worry, Timon. I'm here." Timon relaxed and wrapped his arms around his father. The moment was interrupted as the hyena was seen limping back towards them... with five more hyenas with him.

"Buzz! Look out! HYENAS!" a meerkat screamed. Buzz turned and looked at the approaching hyenas. Buzz's eyes widened.

"Run to the tunnel, Timon," Buzz softly and urgently said, holding Timon out in front of him.

"But what about you?" Timon asked.

"I'm going to try to hold them back."

"Dad, you can't!"

"You want a better life for meerkats, right? 'No meerkat should have to hide'? 'Meerkats should grow a backbone'?" Timon shook his head, tears starting to well up in his eyes. "Don't tell your mother about this. You know how she worries."

"Dad..." Timon threw his arms around Buzz, hugging him tightly. Buzz returned it.

"Just remember I love you." Buzz kissed the top of his head in a fatherly manner, then pushed Timon into a nearby tunnel entrance. Buzz inhaled, then he jumped out from behind the rock when the hyenas finally came out, grabbing his stick and began attacking the pack of hyenas.

Timon slid down the tunnel, dusting the water out of his fur and tried thinking of an excuse for why he was late.

"More hyenas? Oh, that's right, they travel in packs," Ma nervously said as she rubbed her paws. Timon awkwardly stepped up next to Ma, who looked down at him.

Timon nervously waved at her. "Hi, Mom." He was greeted by his mother's tight hug.

"Timmy! Where have you been?"

Timon said the first thing he could come up with. "I, uh, found a truffle and I was eating when the rain started to fall. So I came into the tunnel and then I kinda had to go."

"Go?"

"You know... go."

"Oh, that go." Uncle Max charged up to him angrily.

Uncle Max stepped up to him. "You could've TOLD us, pup! Your father is up there fighting hyenas before he was looking for you!" Timon put on his best acting face.

"What?!" Timon rushed up to the tunnel exit with the other meerkats to watch how Buzz was doing. Buzz was doing poorly, being knocked into the rock by a hyena. "Dad!" Buzz, wounded, grunted softly and pushed himself up. He looked at Timon, glad to see he was safe in the tunnel.

"Timon..." Timon looked at Buzz sadly, wanting to get out of the tunnel and save him, only to be pulled down with the other meerkats when one of the hyenas came towards them. Timon, now desperate, tried getting helped from the rest of the colony.

"Mom, Dad's hurt real bad up there! We gotta save him!" Timon pulled on Ma's arm, but couldn't get her to move. Timon looked to all of the members, then ran to Uncle Max. Before he could get the full plea out, Max slapped him hard on the cheek. Uncle Max scolded Timon about what he was suppose to do during an emergency, then his mother defended him. All was silent until a tree was struck by lightning, scaring the hyenas away above. When things were silent, Timon ran for the exit to look for Buzz. He ran to the sentry rock and found Buzz, stopping where he was. "No... Dad!" Timon rushed over to his father, who was still alive, but barely.

"Timmy..." Timon gulped as he knelt down to him.

"Dad, please... not when we were just starting to get close... I won't let you go!" Buzz lifted his paw up and lightly ruffled Timon's hair.

"I'm sorry, pal. I can't be fixed." Timon shook his head, trying to deny this was happening.

"Timon! Buzz!" Ma's voice was heard.

Buzz winced, then exhaled as he looked up at Timon. "Take care of your mother, and the colony. Find that perfect life you always talk about... then no one else will have to go the way I did. Remember... I love you, pup." Buzz's paw became limp, dropping down from Timon's head to the ground. Timon got up and backed away from him, shaking his head.

"Dad...? Dad? No, please..." Timon stared at the body with his eyes wide. He heard his mother walk up.

"Timon, there you are. What--?" Ma gasped when she saw Buzz's body, then shook her head. "No..." More meerkats came up behind her and gasped.

"Buzz..." Uncle Max softly said. Timon continued to stare until his mother put a paw on his shoulder. He looked at her, then clung to her, crying hard. Ma hugged him tightly, crying as well. The other meerkats bowed their heads.

Present...

Pumbaa was heard bawling upstairs. "That's the saddest thing I ever heard!" The other meerkats had been listening to Timon tell his tale, then bowed their heads.

"And now you know," Timon softly said.

Ma smoothed Timon's hair a bit, trying to console him. "Poor Timon... no wonder you wanted to find a better life."

"So old Buzz didn't die for nothing in your version of the story," Pete said, approaching Timon. "He died saving your life, huh, Timon?"

Timon lowered his eyes. "Yeah."

"A father died saving his son's life... OK, I can accept that," Uncle Max said, standing up.

"But it's still my fault he's dead, isn't it, Max?" Timon looked up at Uncle Max with an annoyed look. "Because I was still up there in the first place, right?"

"Uh, Timon?" Pumbaa's voice was heard.

Timon exhaled, kinda relieved he didn't coax himself or Uncle Max into another fight. "Yeah, what is it, Pumbaa?" He looked up at Pumbaa through the hole in the ceiling, seeing Pumbaa staring ahead with a shocked expression on his face.

"This hyena you had in your story..."

"Yeah?"

"Spotted...?"

"Yeah."

"Male...?"

"Yeah."

"Three meerkat pup-sized scars on his nose?"

Timon gulped, almost fearing what Pumbaa was getting at. "He's up there, isn't he?"

"Yup."

"Alone?"

"Nope."

"Oo, lookie here, guys... ham hocks," the meerkats heard a gruff voice say as a few hyena laughs were heard. The meerkats gasped and then huddled together.

"I wouldn't come any closer if I was you! This was once the home of the legendary Fearless Buzz and his family! They're here right now!" Pumbaa lower his head and stood his ground, ready to attack.

"We know. That's why we came," a female hyena said.

"When we heard the old colony had returned to their tunnels, we decided to finish off the son of the legend and the rest of his mob. I have issues to settle with that pup for putting these scars on my nose," a familiar gruff voice growled, causing Timon to gulp.

"If you want Timon, you'll have to go through me, first!"

"That can be arranged, bacon bits," one of the male hyenas growled. Timon looked up at the hole to see Pumbaa backing away and three hyenas walking towards him. Then they heard rustling upstairs, signaling a fight upstairs.

"Pumbaa..." Timon softly said to himself.

"Your warthog friend can take care of himself, right, Timon?" Pete asked. Timon was silent, and then he pushed his way out of the huddled meerkats and headed for the exit, only to be blocked by Uncle Max.

"What are you doing?" he asked.

"I'm gonna help Pumbaa fight off those hyenas. Now move over." Timon stepped to the side, only to have Max side step with him.

"You're a real chip off the old blockhead, pup. You may be the son of Fearless Buzz, but that doesn't mean you stand a chance up there."

"I'm not a pup anymore! I did a pretty good job fighting off the hyenas at Pride Rock. Now get... outta... my... way," Timon said slowly, pressing his nose against Max's at the end of the last pause. A few meerkats gulped, almost expecting another fight to erupt.

"I'm just trying to keep the amount of meerkat blood spilt to a minimal," Max said in a low voice.
Timon sneered, "Oh, then you don't mind if another's blood is spilt, eh? Especially when it's my best friend's?"

"He's a warthog. He has a better chance fighting hyenas than you do, and a better chance than Buzz had. If he doesn't, it's no concern to us. I don't really see what you like about that smelly warthog anyway."

"He likes me for who I am, that's why! He likes me because I'm the first person who stuck with him even when I found out about his smell! Besides Ma, he's the only one who treated me as an equal!" Timon added in a low voice, "And I am not about to lose my first friend to the same hyena who took my father from me. No meerkat should have to hide." Timon pushed Max aside and was about to go up when he felt someone grab his arm. He turned, expecting it was Uncle Max, and then he saw it was his mother. His expression softened. "Ma...?"

"Timon, don't go up there. Your father's gone, and you're all I have. I don't want to lose you to the same hyena that got your father," Ma put her paw on Timon's right cheek, relieving him the pain of his left cheek. Timon exhaled, looking away from her, considering the situation.

"Finally, someone who can talk some sense into the pup," Uncle Max muttered to Pete. Pete furrowed his brow at him. Timon went to open his mouth when he heard Pumbaa grunt, and then heard a thud.

"Pumbaa? Pumbaa, are you all right?" Timon called. He didn't hear anything. Timon's eyes widened, his breath quickened, and then he turned to his mother. "I'm sorry, Ma, but I gotta go!" He ran to the tunnel exit.

"Timon, no!" She watched Timon turn the next corner, then she turned in despair to the rest of the colony.

Timon climbed out of the tunnel to see Pumbaa lying on the ground next to a rock. Timon had guessed the hyenas pushed him into the rock and had him hit his head against it. He swallowed and slowly approached him, grabbing a nearby stick to fight off any--

"Hey, wait a second! Where are the hyenas?" He stiffened when he felt hot breath on the back of his neck. "Let's see, Pumbaa's over there, and Simba went home, so that means..."

"The son of Fearless Buzz... would you care to take that tour now?" the familiar gruff voice asked, baring his teeth and adding to the heated breath.

"Uh, sure, lemme just check my wallet..." Timon padded his sides, then he jumped around and swiped his paw at the hyena. The hyena yelped as he received three new scratches on his nose. "And stop breathing on my fur! What, you wanna wrinkle it?" Timon ran towards Pumbaa as the hyena rubbed his nose, growling. Timon screeched to a halt when the other two hyenas, a male and female, popped up in front of him, blocking the path to Pumbaa.

"Boo!"

"Yah! Déjà vu all over again... except I only had to avoid that guy." Timon backed away from those two, holding his stick up in a threatening manner and backed right up into the older hyena. He gulped when heard the hyena growl. He turned around to face him and smiled nervously. "Once again, I'll have to take a rain check on that tour." He swung the stick at the hyena, who merely snatched it into his mouth, and broke it on three pieces. Timon stared at the two pieces that came out of the hyena's mouth. "You could do that to my bones, couldn't you?"

"I could do worse than that," the hyena growled, spitting the third piece out. The other two hyenas approached, then they were bombarded with rocks.

"Ow! Oooh! Ouch!" they both muttered, then looked back to see what was causing it. The colony stood there with a hill of rocks behind them. A few meerkats picked up the rocks, preparing to fire. Uncle Max stood on top of the hill with a twig, using it as a crop.

"Keep firing, men! Don't stop until you can't see the yellow of their eyes anymore!" Uncle Max commanded. The meerkats resumed throwing rocks at the two hyenas.

"Ow, ow, stop it, yeow!"

"You'll have to handle the big one by yourself, honey!" Ma called over to Timon as she threw a rock at the hyenas.

"Great! Thanks, Ma!" Timon nervously grinned as the hyena approached him.

"Why don't you admit you're just gonna end up the same way as old Buzz?" the hyena asked.

Timon sneered, "Not everyone ends up exactly like their fathers."

"You're right... when I'm through with you, you won't be suitable to bury!" The hyena bent down and tried to take a bite out of him, only to eat dirt instead. Included in the dirt is a small, sharp rock. He yelped and spat it out. Timon was under the hyena's stomach and rushed to the hyena's left back leg. He bit down on it, causing the hyena to howl in pain. Timon kept a firm grip as the hyena kicked his back legs, trying to get him off. "Get 'im off!" The other two hyenas, sore from the attacks of rocks, ran away, leaving their elder alone.

"Now we have to save Timon," Pete said, dusting his paws off, looking quite proud.

"We could, except we ran out of rocks in the immediate reach area," Uncle Max said. Ma grabbed his crop twig and hit him over the head with it.

"Then go walk two feet and grab another one!" she growled. The hyena continued to kick, finally managing to kick Timon off. Timon flew right into a rock, hitting him in the back of the head, and then he dropped to the ground, out cold. The hyena growled, then slowly approached Timon.

"He's not getting up!" Uncle Max said when he regained his senses.

"Timon!" Ma shouted, being held back by Pete and trying to escape his grip. The hyena loomed over Timon. Timon grunted softly, opened an eye, and looked up at the fuzzy figure above him.

"I'm sorry, Dad..." Timon softly said, and then he blacked out, letting his head drop back down to the ground. The hyena grinned, and then he reared his head back, preparing to eat him when--

"Hakuna Matata!" The hyena was knocked over by Pumbaa, who had just regained his senses. Pumbaa snorted at the hyena, standing over Timon. The meerkats rushed over and stood next to Pumbaa. "You wanna try that again, hyena?"

"Curse you, son of Fearless Buzz... I will not forget this," the hyena growled, backing away from the group. He growled as he looked at Timon, lying on the ground, and then he turned and ran away. The meerkats cheered.

"We did it! We chased off the hyenas!" Uncle Max cheered.

"Timon!" Everyone stopped when Ma sat down and held Timon, who seemed limp. They gasped. "Timmy, wake up! Please, Timon! TIMON!"

To be continued...