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Shenzi squeezed her eyes shut, preparing herself to feel the searing pain, but instead she heard the lion howl and jump off of her. Peeling her eyes open, she watched as Simba jerked his head down to the creature at his other paw.

"Ouch!" Simba yelled, causing Timon to flinch. "Timon?" Simba said slowly, "You bit me..."

"Stop it, Simba," Timon replied. "She wasn't hurting me."

"What?" Simba gasped, looking over at Shenzi, who was carefully climbing up off the muddy ground.

"We were just talking..."

"I saw you in her mouth!"

"She... she was picking me up," Timon replied, shooting a look over at the hyena.

Simba turned his gaze onto Shenzi, his eyes narrowed menacingly. "She's trespassing! There's no place here in the Pride Lands for a two-faced, mangy poacher!"

"She's my friend!" Timon yelled.

Simba looked at him sharply with wide eyes, but Timon looked away from him, seeing that Shenzi was also gazing at him with a similar expression.

"Your friend?" Pumbaa whispered from behind them.

Simba shook his head and lowered his face to Timon's level, saying, "She had tried to kill you countless times and she had allied with my father's MURDERER! And she's... your FRIEND?"

Timon furrowed his brow and raised his hands out hopelessly. "Things change," he offered weakly.

"And some don't," Simba replied, turning his eyes on the hyena. He straightened up, looking down at her over the bridge of his nose. "Leave now, Shenzi! Before I make you regret ever stepping foot here!"

"Simba, please!" Timon said, walking up to him and touching his paw. "Just listen..."

Simba jerked his foot away angrily, sending Timon stumbling forward. "Don't try to defend her, Timon," the lion hissed. "I can't believe you'd even TRY!"

"Give her chance!" Timon snarled.

"I am the king! I will decide who can stay here!"

"Yeah, some king," Timon grumbled, crossing his arms.

"What?!" Simba gasped, lowering his head toward him. "What did you say?"

"Your father would be disappointed in you," Timon said evenly, glaring into the lion's face.

Simba's eyes widened, but he was too shocked to say anything. For a long uncomfortable moment, they just stared at each other, before Shenzi broke the silence with a nervous laugh. "Well, I'll... just... be going now," she grinned uneasily, sliding away.

"Good!" Simba growled at her. "Get out of here!" He slowly slid his eyes down to Timon, saying in a low voice, "Both of you."

Timon flinched as if he were struck and he opened his mouth to say something, but the words got caught in his throat. Simba just shook his head solemnly and turned away, slowly walking through the rain back to Pride Rock. Looking away from him to Pumbaa, Timon stared at his friend for help, but the warthog just shook his head sadly and turned to walk away as well.

Timon was left standing in the rain.