Disclaimer: None of the characters belong to me. The title, of course, comes from The Lion King which belongs to Disney, as do any references to that movie.

A/N: Since the first story in this "series" was so popular, I had to go ahead with the other planned stories. Thanks to the reviewer that corrected my Spanish, I told you I was horrible. This is another Seth and Summer story but I promise the next one will be Ryan and Marissa. So, keep up those wonderful reviews!

The cheap motel that wouldn't even qualified to be called "fleabag" because Summer Roberts highly doubted that even fleas would make their home within these walls was like something out a nightmare. Everywhere she looked, bugs crawled: on the floor, on the walls, even on the ceiling. She hated bugs; weren't motels supposed to keep things like that out? The bathroom was even worse; it could barely even be called a bathroom, barely big enough for the toilet and shower with the mirror and sink squeezed in between.

And that was where Summer Roberts were standing the first time the power went out. Every since she had been a little girl, she had hated the dark; that fear hadn't disappeared when her mother had left, in the middle of the night, without warning, while her father had been out of town. As she got older, Summer found less reasons to hate the dark but the memory of waking up in the middle of the night from a nightmare and finding that her mother had disappeared always remained with her.

Summer was applying her makeup -the humidity of this place made her mascara run if she didn't keep applying it every five seconds- in front of a cracked and dingy mirror when a short pop filled the square motel room and the lights clicked off. Unable to stop herself, Summer uttered a short scream of surprise as the darkness settled in and fumbled for the light switch, as though that would do something. The switch clicked, but no light came back on; Summer looked around but the darkness was definite and she was unable to see anything.

"Summer?" Seth Cohen called from the main room of the motel. He sounded worried, no doubt concerned by her scream and she turned in the direction of his voice. "Are you all right?"

"What happened?" Summer called, heading for where she believed the door of the bathroom to be and only banged into the wall. "Ow." She muttered, rubbing her forehead.

Before anyone had anymore time to be concerned about the malfunction of the electricity, the lights clicked back on and Summer once again found herself able to see a foot in front of her. She let out a sigh of relief; she hated the dark, and being alone in it was even more unbearable.

Marissa Cooper and Ryan Atwood were all gathered in what was loosely called the "living room" of the motel room with Seth, looking just as surprised as Summer felt by the sudden loss and reappearance of the lights.

"What happened?" Summer questioned again, rushing out of the bathroom before the lights had the chance to fail again and joining Marissa's side. Her friend looked over at her, not seeming to understand Summer's newly acquired skittish nature; the fact that she was still afraid of the dark because it reminded her of being abandoned by her mother was something that Summer had not told anyone, not even her father.

"The breaker might have malfunctioned, a circuit popped loose or something." Ryan mused and the other three in the room looked at him with a mixture of interest and surprise. "Sorry, my mom's third...no fourth boyfriend was a electrician. Anyway, if the circuit really popped loose, it's a fire hazard. We should really tell someone."

Seth raised an eyebrow. "Been brushing up on your Spanish, Ryan?" He questioned. "Because not even I know how to say 'your cheap motel is going to burn down.'"

Ryan ignored him and headed toward the door. "I'll go tell the manager, it'll only take a minute." Seth still seemed skeptical. "What? I really don't want to burn to death in my sleep."

"Good point." Seth agreed, nodding at the intelligence in Ryan's decision.

Marissa watched Ryan head toward the door and then followed after him. "I'll go with you." She offered and it was his turn to raise a skeptical eyebrow. "I know some words in Spanish." She defended.

Ryan opened the door and held it open for Marissa before slipping out of the room himself and leaving Summer and Seth inside. "Wait, Coop." Summer called but it was clearly too late. "You can't leave me alone with Cohen."

"Gee, thanks." Seth muttered and fixed her with a slightly confused stare. "You mean to tell me that kiss at the Taco Hut meant nothing?"

Summer rolled her eyes and turned to face him. "That wasn't a kiss." She explained. "You had sour cream on her cheek."

"But not on my lips." Seth pointed out. "That was a kiss and you know it."

Summer sighed and sat down on the couch, deciding to change the subject. "I hope the lights don't go off again." She muttered.

"Afraid of the dark, Summer?" Seth teased, sitting down beside her. She looked away before he could see the truth to his question flicker in her eyes, staring down at her feet. "Oh well, if they go off again, it's no big deal. Hakuna Matata."

Summer looked up. "What?" She questioned. Was it possible that after all these years Seth Cohen had finally lost his mind? It seemed very possible. "What the hell are you talking about?"

"Hakuna Matata, from The Lion King?" Seth pressed and Summer still looked lost. "It means no worries." Still nothing. "It doesn't bring back memories of our first date?"

Summer glared at him. "What are you talking about Cohen? We've never been on a date before." He had lost his mind and he was delusional.

"Oh, but that's not true." Seth grinned, raising an eyebrow. "Your fifth birthday party; we went to see The Lion King in the theatres. Ring any bells?"

Summer remembered now; it had been one of the worst birthday parties she'd ever had because her mother had agreed to let her have a boy/girl party and all the girls she had invited acted like they had never seen a boy before. They were all too busy goofing and showing off in front of the boys to even remember that it was her birthday. And, to top it all off, her mother had left a few days afterward.

"Yeah, but that wasn't a date." Summer snapped, all fuzzy feelings she was starting to have toward Seth disappearing due to the fact that he was jogging the memory she had tried to repress. "I only invited you because my mom made me."

Seth sighed. "I know. But I liked you so much that I didn't care; I couldn't stop talking about your party for days after your mom invited me. My mom finally said that if I didn't shut up about it I couldn't go."

Summer looked at him with wide eyes, feeling the need to cry and not really knowing why. "I was really mean to you, wasn't I?" She questioned, her voice barely above a whisper. She didn't want his answer, didn't want to hear that she had tormented the one boy that probably liked her not for her face or her body but because he had liked her before she had those assets.

Seth shrugged. "What can you say? Hakuna Matata." He tried to smile but it was clear that the memory still bothered him. "But you weren't so bad at your party." He pointed out, which was true; she had actually acknowledged his presence during those brief hours. That memory was enough to make him smile for real.

"I don't really remember." Summer answered truthfully. "Repressed memories...I didn't even remember I had invited you."

Seth looked through for a loop but looking into Summer's eyes he could tell that she wasn't saying those things to hurt him. There was something locked beneath her hazel eyes that he couldn't quite read, a sadness he had never seen before. "So you don't remember that I was the only one that wanted to sit by you in the movie?" Summer shook her head. "Because all the other girls wanted to sit with all the other guys."

"I remember being ignored most of the time." Summer admitted, tearing her gaze away from his. Something about the way Seth Cohen looked at her made her uncomfortable, as though he could read all her thoughts just by looking at her. He looked at her like no one ever had in her entire life.

Seth nodded. "Right, because Holly Fisher was trying so hard to be the first girl in kindergarten to get kissed. And once the other girls found out about her plan they wanted to beat her." He sighed. "New Port hasn't changed much."

Summer nodded in agreement. "I do remember that. But...nothing else. Sorry." Her words were genuine; she really was sorry that she didn't remember Seth when he seemed to remember every detail about her and her party.

"So you don't remember crying when Mufasa died?" Seth pressed.

"Well...of course that was sad..."

"And that I held your hand while you cried?"

"That was you?"

Seth nodded. "Yep, that was me." He smiled slightly. "I thought you were going to cry throughout the whole movie, you were so upset."

Summer looked up at him again; she remembered now. She remembered crying as the little lion cub Simba found his father dead at the bottom of a gorge, trampled by wildebeests. Five-year-old Seth had held her hand as she cried and even wiped away her tears with a compassion that no one else -including herself- seemed to have. "Don't worry, Summer, it's just a cartoon." He had whispered, continuing to hold her hand while the hyenas chased little Simba through the gorge and into the desert. "They didn't get him, he's all right." Then he had shared his popcorn with her.

"After the movie, Greg Parker had teased me for crying during the movie; he called me a baby." Summer recalled. "And you called him a butt-face for making fun of me."

Seth smiled. "And then he hit me in the face." He nodded as though the memory was something to be cherished. "That was the first time I ever got beat up."

"I'm so sorry Seth." Summer whispered. "For everything I've ever done to you. I was such a bitch."

Seth took her head hesitantly, as though he expected her to snap at him and move to the opposite end of the room. "Don't worry about it. Hakuna Matata."

Before either one of them had a chance to say anything else, the same pop that had sounded throughout the room moments earlier cracked again, louder this time and the room was plunged into darkness. Summer shrieked, the memories of that night so much fresher in her mind now, and lunged forward on the couch, grabbing onto Seth and holding him tightly.

"Whoa." Seth was surprised. "It's all right Summer." He patted her shoulder lightly, trying to get her to release the death grip she had on his shirt collar.

"I hate the dark." Summer whispered, so low that Seth had a hard time hearing her. "I wish the lights would just stay on." She didn't let go of Seth.

Though Seth had already planned a sarcastic comment to snap off at the girl's expense, it died on his lips when he heard the tone in Summer's voice. She sounded like a scared little girl again, picturing monsters in the closet and cowering under her covers during the midnight hours. "Are you okay?" He asked, putting his hands on her arms and gently pushing her off his collar. Was it just his imagination that she was actually shaking. "It's okay Summer, there's nothing in here but us."

"It's not that." Summer snapped. "I don't believe in ghosts Cohen." She held onto his arms tightly, however, as though disproving her own words. Her perfectly manicured nails bit into his flesh but he didn't dare make her release him.

Seth tried to look at her face but couldn't see her through the darkness. "Was it then?" He questioned, not quite sure that she would even tell him.

Summer didn't answer for a while and Seth wished that he could see the look on her face, read the emotion in her eyes. Summer wasn't as strong as she wanted everyone to believe, her feelings always gave themselves away in her eyes, whether she realized it or not. "It's stupid, just forget it all right."

"It's not stupid, Summer." Seth assured her. "I can tell you're really scared."

"I'm not scared!" Summer snapped and wondered why she was even bothering to lie to Seth. It wasn't like he was going to go telling the school her secrets and he wasn't going to make fun of her. "It's just...when I was little, my mom decided that she wanted a divorce from my father but she also decided she didn't want to bother with the paperwork. So she just split, in the middle of the night." She paused, shutting her eyes against the memory. "I got up in the middle of the night to find her but she wasn't anywhere around. I looked and looked but she had left."

Seth couldn't believe what he was hearing; he had known Summer's mother had left when she was really little but what sort of person could do something like that? Leave their young daughter all alone in a big house in the middle of the night? "Summer, I had no idea." He admitted, not quite sure what to say. "I'm sorry."
"Well, it doesn't matter now. Hakuna Matata, right." Summer muttered, trying to brush the subject off. The last thing she wanted was for someone to feel sorry for her.

Seth looked at her. "No, not Hakuna Matata, Summer." Seth said, making her look up at him even though he couldn't see her face in the dark. "I can't believe anyone could be that cruel to-"

"Stop it." She commanded. "I don't want to talk about it anymore."

Seth stopped his verbal thought but there was no controlling what was running through his mind; no wonder Summer was so hard and cruel, that was what happened when you were abandoned by your very own mother in the middle of the night. He also understood Summer's constant desire to be popular and loved because she had never had that growing up.

"Summer..." Seth tried but the girl didn't look in his direction. "I'm sorry."

"Whatever." Summer mumbled. "It happened a long time ago."

Seth managed to find her hand in the dark and was surprised when she didn't pull away. "I really am sorry, Summer."

Summer didn't answer. "I'm sorry I was always such a bitch to you. Why was I so mean anyway?" She questioned, though it seemed like it was more a rhetorical one.

Seth was even more surprised when she slid closer to him on the couch and leaned her head on his chest. "It doesn't matter now." He managed to say. "Hakuna Matata." That was going to be his new motto for the rest of his life; it had sure made some leeway with Summer.

Summer couldn't help but smile; Seth was still a kid at heart. Besides, being with him seemed to make the darkness a little more bearable.

The lights suddenly flickered back on and Summer could see the grungy motel room again; she looked up and saw Seth peering down on her with a smile on his face but worry in his eyes. Seth expected Summer to pull away now that the lights had snapped but on but she didn't move.

Summer saw the surprise on Seth's face when she didn't instantly jerk away from him and simply smiled. "You never know when the lights might go off again."