A/N: I knooooow I should be working on "All You Wanted," but ack. I heard this song for the first time since I became obsessed with TLK and I couldn't avoid writing a songfic _ I PROMISE I will have that new chapter up by this weekend, though.

Anyway, this is a songfic for the Evanescence song, "Taking Over Me." I thought it really related to Timon's perspective on his relationship with Pumbaa. And the one thing that encouraged me to write this was the wonderful reviews I got for my last T/P story. You guys are so great ^___^

Disclaimer: I don't own anything that has to do with The Lion King or Evanescence.

"Taking Over Me"

by: Marie [Mdfan]

"Timon, just tell me!"

"There's nothing to tell!"

"There is too! Or else you wouldn't be acting this way!"

Timon kept his back turned with his arms folded across his chest. He didn't reply, and nothing was said for a good few minutes. He decided he's had enough of it, so he started to walk away.

"Timon," Pumbaa called. The meerkat stopped for a second, but resisted turning around to look at him. He started walking again, and Pumbaa didn't try to stop him.

He didn't know how long he was walking – all Timon knew was that he had to get away from Pumbaa, and away from all his absurd emotions. It was hurting him beyond belief to have to leave his best friend, but he didn't have a choice. If he wanted to contain his last bit of sanity, he had to be separated form him… even if it was for a little while.

In only a matter of minutes, the sun had completely set, and the sky was now dark. Tired from the fight and walking as far as he had, Timon figured he'd go to sleep early. He looked around for a place to sleep, and he saw that the tree next to him had a gap under the roots. When he went under it, he just fit, and he tried his best to make himself comfortable.

It wasn't the best bed he's ever slept on, but he knew it was only for one night.

…Or at least, that's what he hoped.

He sighed as he lied down on his back. At that moment, he would have given anything to forget everything and go back to his friend, but he knew he couldn't. Not after he found out that… he loved Pumbaa.

Timon shut his eyes and cringed, not wanting to think about it. But he knew that as long as it was there, unsolved and not dealt with, he had to.

~You don't remember me, but I remember you

I lie awake and try so hard not to think of you

But who can decide what they dream?

And dream I do…~

Back at the clearing, Pumbaa laid sadly on the ground. He knew he most likely wasn't going to get any sleep, but he didn't feel like he could stand or sit. Wihtout Timon, he just… didn't feel complete. It was as if Timon took half of him when he left.

Pumbaa didn't know why he felt so hurt in the first place. They had fought before, and he had never been this sad. If only he knew what had gotten Timon so upset. Then maybe he could fix it, but… he didn't have a clue as to what it could be. He couldn't even remember doing anything that could have started it.

Pumbaa came to the conclusion that he had to talk to Timon about it. He didn't know how he was going to get anything from him; he wouldn't even admit that he had been acting strange lately.

That was another thing to think about. For the past few days, Timon had seemed to stay away from Pumbaa the best he could. He wouldn't even sleep on top of him anymore, hardly spoke to him, and wouldn't even look for bugs with him. Sighing, Pumbaa stood up.

He had to go look for Timon.

~I believe in you

I'll give up anything just to find you

I have to be with you to live, to breathe

You're taking over me~

The meerkat tossed and turned for at least an hour, no peace coming to him whatsoever. He groaned tiredly and opened his eyes. He looked over at the opening of the tree roots for a second before going outside. Maybe some fresh air would clear his head.

As Timon stood next to the tree, he listened to the sound of the rustling leaves blew them in the wind. He folded his paws behind his back and looked at the ground. He wished he knew why he felt this way. He had finally come to accept it, but he was still confused. Why couldn't he just like Pumbaa as a friend, like any other normal guy would?

"Well I guess I'm not normal, for one," Timon told himself. He sighed and let his paws fall to his sides. He felt guilty for being so mean to Pumbaa ever since he figured out his feelings. He felt so awkward around him, so he… wasn't around him as often. But he wouldn't tell Pumbaa that. He would just make him think it had all been his imagination, and that things were just as normal as they were last week.

But inside, Timon knew that things were completely opposite.

Timon decided to go for a walk again, hoping it might make him think about the situation better.

He knew there was something besides his own feelings that were bothering him. He… wanted to know if… Pumbaa felt the same way. Or even the slightest chance that he might like Timon the same way Timon liked him. He was doubtful, though. He knew very well that Pumbaa wasn't exactly a girl-magnet, but still… he remembered when they met his past girlfriend, and had to help her and her colony.

Timon shook his head as he stopped himself in front of a small stream. He didn't know how he was going to tell Pumbaa his feelings, but he knew he had to soon. Or else he would have to avoid him forever… and he didn't want that.

Timon suddenly felt thirsty, so he knelt down to take a drink from the stream. He cupped some of the cold water into his hands and slurped it up. But when he moved to put his hands back in the water, he saw Pumbaa's face, as if he were sitting right next to him. Startled, Timon turned wildly around to see if he was actually there, but he felt disappointment take over him as he saw that he was still alone.

"Pumbaa," he said softly to the ground.

~I look in the mirror and see your face

If I look deep enough

So many things inside that are just like you

Are taking over~

The warthog continued to search through the jungle, determined to talk to his friend. He didn't even know where he was going, or even if it was the right direction. He just knew he had to keep looking. Pumbaa didn't know why, but he just had this weird feeling that if he didn't confront Timon himself, this problem would never be solved, and Timon would never come back

Out of all the horrible things that could happen to Pumbaa, that was the very last thing he would want to happen. If Timon left him forever… he didn't know what he would do. He wouldn't know who to carry on. He cared for him so much, and if he left, it would be unbearable for him.

Pumbaa decided it was best not to think about it. He would bring his best friend back, if it was the last thing he did.

He walked for a little while longer until he heard soft movement up ahead. His spirits lifted, hoping it would be Timon. He wasn't sure until he heard the voice…

~~~

Timon dropped to his knees and clutched his head. Clamping his eyes shut, he groaned loudly. He repeated Pumbaa's name.

"God, I can't take it anymore!" he shouted. He relaxed a bit, letting his paws hit the ground and his eyes open. He felt his eyes sting as tears began to form. He could only watch as a single tear fell to the ground.

"Pumbaa…" he repeated weakly. "I… I wish I had your strength so I could tell you everything. And I wish we hadn't had that stupid argument…"

Timon was silent as more tears escaped him. He didn't even bother wiping them away.

"And I wish that you knew that I… love you." Timon whispered the last part and felt his stomach leap. He was so wrapped up in his pain that he didn't hear him come up behind him.

… Until he felt a familiar-feeling hoof touch his paw.

~Have you forgotten all I know and all we had?

You saw me mourning my love for you

And touched my hand

I knew you loved me then~

Timon nearly jumped out of his skin,.

"Pumbaa!" he exclaimed, his eyes widening. The warthog was sitting next to him, holding his hoof up to Timon's paw. Timon felt elated at Pumbaa's move, but he almost fainted when he realized that he could have heard all that he had just said. He wanted to ask to make sure, but somehow, Timon knew… just by the feeling in the air and the look in Pumbaa's eyes.

Timon was frozen in place, his heart beating at an unusually fast rate. The only thing he could manag to do was close his paw around Pumbaa's hoof and allow another tear to fall.

"Pumbaa, I…" he started. He didn't know what to say – he knew that Pumbaa had heard what he said. But he still had a feeling that that there was something to say.

"Could you repeat it, Timon?" Pumbaa asked. Timon looked at his best friend and felt a smile come to his face. For unknown reasons to him, Pumbaa's request made him feel so much better.

"I love you… Pumbaa," he said without difficulty. Pumbaa just smiled, and at that moment, Timon knew. He knew that Pumbaa did feel the same way.

He let go of Pumbaa's hoof and sat down on the ground next to him. He leaned against him, closed his eyes, and smiled peacefully. Pumbaa made no objection, and placed his arm around the small meerkat next to him. Timon just nuzzled against his friend's side, and couldn't think of a time when he felt any happier.

No words were exchanged between the two all night, but both knew none were needed. Both of them were aware of the other's feelings now, and that was all that mattered to them.

~I believe in you

I'll give up everything just to find you

I have to be with you to live, to breathe

You're taking over me…~

A/N: To those who may have noticed: I do know that I switched a couple of the verses around. I thought this way would fit the story better. So, please tell me what you think. One part of this was written right after taking a finals test, so it might be a bit… off.