The sun rose as custom one morning, spilling over a desolate, broken landscape. Around the death filled lands, countless hyenas rose from their slumber and took to their usual tasks of lying around. Inside Pride Rock, the lionesses of Scar's pride rose to another day of their unspeakable hell. As the weeks passed slowly and painfully, the lionesses had begun to loose their hope. Many had already abandoned the pride, or had been killed trying to do so. And, to Sarabi's dismay and agony, many had even taken their own lives. Scar refused to give those who did so a proper funeral, and several lion corpses just lay broken and mangled at the foot of the old gorge.

From where she lay behind Pride Rock, Sarabi heard a loud, painful cry. She leapt up from her spot and dashed to where she heard the noise. As she ran, the cry became clearer and clearer when she got into the plains. She screeched to a halt to see Kala lying on her side, panting and whimpering in pain.

"No! Kala! Is it time?" Sarabi pressed urgently.

Kala tried to speak, but was stopped by another surge of pain. She winced and nodded to Sarabi.

Sarabi took a deep breath, and looked in all directions. Seeing no one there, she helped the lioness to her feet, and escorted her quickly to a safe place. At last they found a suitable spot far from Pride Rock and the hyenas. It was an old, hollowed out bush that ran decently deep. The two crawled in, and Sarabi sighed with relief to know they could look outside, but they were so deep in nobody could see them inside. Kala collapsed to the ground and panted loudly.

"Stay calm Kala," Sarabi urged. "You've done this before."

Kala held back tears. "It doesn't matter. He murdered them, he murdered my cubs! And he's just going to take these from me too!" she cried, then yelled out as a contraction hit her hard.

"It's going to be alright," Sarabi said soothingly as she calmed the distraught lioness. She just sat there and soothed her with gentle words of encouragement, and compliments of her bravery. Suddenly, Kala tensed up.

"It's time!" she cried.

Sarabi rose to her feet and began to coax her on. The lioness cried out in agony and fear as she delivered the first new life. She breathed heavily, and felt Sarabi place something warm and fuzzy in her paws.

"It's a girl, Kala," she whispered.

Kala lifted her head just long enough to see a tan little ball of fur whimpering and mewing in her paws. Her eyes were sealed shut, and there were dark spots on her coat. She could see on her head a long tuft of fur that almost covered her eyes like a set of bangs. Kala smiled lovingly at the little cub in her paws and licked her clean.

Sarabi sighed as she saw them, then tensed up when she saw Kala gasp with pain again. It was time for the second cub to be born. Sarabi nuzzled Kala and whispered softly in her ear.

"Just a little more Kala, I know you can do it."

Kala began to pant and breathe heavily again, and gritted her teeth. She cried out again as a strong, painful contraction surged through her, and she began to claw the ground. At last she gave one final cry and collapsed again to the ground.

Sarabi looked down at the squirming new life and smiled down at it as she licked it clean. She picked it up and put the newborn into its mother's paws. Kala weakly raised her head to see the new cub, then looked up at Sarabi.

"It's a healthy male Kala," she said with a smile.

The male was a rusty color with small baby spots on his coat. He had a tiny tuft of chocolate brown fur on his head, and he had a creamy underbelly and paws.

Kala smiled wide as tears surged down her cheeks. She kissed her two cubs excessively and held them tightly in her paws.

"My little cubs...my little children..." she whispered as she nuzzled each of them.

Sarabi nuzzled Kala and smiled at her. "You did a wonderful job," she said. "And your cubs are absolutely beautiful.

Kala looked up at her and sighed deeply. "Sekou would have been so proud to see his cubs," she said as she looked back down at them. "He had so wanted to be a father."

Sarabi smiled and bent her head low to them. "He is a father Kala," Sarabi said. "He's watching you, and he is proud."

Kala sighed deeply and looked down at her new family. It still pained her to know that she had to give them up...to that monster. But now was not the time to think of such things. It was a time of joy.

"What are you going to call them?" Sarabi asked.

Kala thought about this for a moment. She looked down at her children, and studied them for a moment. She and Sekou had never really discussed names for their cubs. And after receiving her punishment several months ago, Kala hadn't given it much thought. She had stopped caring. But she felt it best to name them while they were still hers. Kala motioned to her little female cub. "I think I'll call her Vitani," Kala said. "It was my grandmother's name. She looks so much like her, save for those little bangs!" she said with a smile, licking Vitani's head.

Sarabi smiled and chuckled. "Vitani is a beautiful name. What about the male?"

Kala looked down at her son and nuzzled him. "His name will be Kovu. It was the name of Sekou's father. I know he would have wanted that."

Sarabi smiled and looked down at the little cubs. As she did so, she saw Kala examining her belly. Sarabi immediately righted herself, but Kala only smiled.

"Perhaps you too better think of names for your cub," Kala said.

Sarabi sighed ashamedly, but then at last forced herself to smile. Suddenly, both lionesses heard a slight chuckle outside the den. They whirled their heads to see Scar make his way into the small den. They noticed Zira sitting patiently outside the den.

"What? How did you find us?" Sarabi asked alarmed.

"You could hear Kala roaring for miles," Scar snickered as he approached them. "Imagine everything I just heard! Your daughter is Vitani, your son Kovu, and Sarabi is indeed pregnant! Just as I suspected!"

Sarabi growled at the lion and stepped back. Kala whirled from Sarabi to Scar in confusion.

"Would you guess who the father is Kala?" Scar sneered as he looked at Sarabi gleefully.

Kala's eyes were wide as she looked at Sarabi's stone glare, and realized what had happened. "You raped her!" Kala hissed with rage. "You forced yourself upon her!"

Scar only smiled. "You could say that. I suppose it was a tad of vengeance for the loss of my Taalib. I just wasn't quite done with her yet after that. Now, enough of that, back to your cubs. You understand that I have taken full custody? I will be their father, Zira will be their mother, and you will be allowed to live."

Scar then looked over at Sarabi with a malicious grin, then back down at Kala's cubs. He motioned to Zira to enter the den. As she got in and sat down, he looked at all the lionesses, then pointed down at Kovu.

"This is my heir Zira. We shall see to it that he learns the proper way to run a kingdom."

Zira nodded her head in acknowledgement and grinned. She then motioned to remove the cubs from Kala's paws. Suddenly, without warning, Kala swiped Zira in the face, knocking her back and toppling into Scar. "Grab Kovu!" Kala cried as she picked up Vitani and dashed for the exit.

Sarabi raced up, snatched Kovu in her mouth, and followed Kala out of the den. The lionesses ran at full speed away from the two lions, who began to gain quickly. Kala was still exhausted from delivering the cubs, and Sarabi weakened from the fact she was still carrying her cub. She saw Scar land on top of Kala and send her crashing to the ground. Her eyes widened as she continued running, desperately trying to help Kala. Kala evaded Scar and continued running desperately, but it was no use. She was just too tired to be able to ditch Scar. The King jumped again and landed hard once again on top of Kala. Sarabi saw them both wrestle on the ground, Vitani whimpering and crying after being ejected from her mother's grasp.

"NO!" Sarabi cried through her teeth as she kept hold on Kovu, desperately trying to reach Kala. Suddenly, the old lioness felt a surging pain in her head and she collapsed to the ground. She saw Zira fly past her after striking her in the back of the head. She heard loud roaring and for a moment, saw Zira and Scar's figures over Kala and watched them swipe her viciously. As the roars echoed in her ears, Sarabi's world went black....

Sarabi heard faint echoes whisper in her ears, and she weakly managed to lift her eyelids. She looked up into the sky to see that the midday sun had been replaced with a sky full of stars. Sarabi shot up and looked around her. She shouted Kala's name.

No answer.

"Kovu?! Vitani?!" Sarabi yelled out. Again there was no reply.

Sarabi looked around her frantically, but could see nothing. Suddenly, her eyes widened to see a figure lying motionless in the grass. Sarabi's jaw began to tremble as she slowly approached the figure. She prayed against the figure's identity, but her prayers went unanswered, as they always were. There, in the light of the full moon, glittering in her blood by the light of the stars, was Kala, motionless and lifeless.

Sarabi slowly approached the body as tears streamed down her muzzle. Blood coated her once soft and well kept creamy fur. Her once warm, radiant eyes were cold and gray, staring into the nothingness of death. Sarabi wept bitterly, and gritted her teeth in sadness as she closed the lioness' eyes, letting her rest in peace. She buried her head in Kala's fur, and wept her sorrow for a life that didn't need to be lost. As her pain became replaced by rage, she raised her head into the air.

"SCAAAR!!" she roared with all her might. "DAMN YOU SCAR!! DAMN YOU!!"

As the night wore on, all that could be seen was a lioness in despair, crying into the lifeless body of her last hope for strength.