A/N: Chapter submitted by Gijinka Renamon

Morning dawned over the Pride Lands, sending golden rays across the plains. At Pride Rock, Simba, the Lion King, stood at the end of one of the rocks that made up the great stone formation, watching the dawning light. His mate, Nala, joined him, tail flicking back and forth.

"Good morning, Simba," she said with a smile.

"Good morning," Simba replied, nuzzling her. "And how are we this morning?"

"Fine." The lioness looked down at her stomach, which seemed larger that usual.

Simba smiled. All was well with the world… suddenly; there was a huge, almost blinding, flash of light that caught their attention.

"What was that?" Nala asked nervously. Simba just shook his head.

"I don't know, but I'm going to check it out. You head back to the den and stay there."

She nodded and ran back inside. When Simba was sure that she was gone, he rushed down the side of the rock formation and onto the Pride Lands. By the time he reached the Watering Hole, all the animals had vacated, and he was alone… save for a small figure in a brown trench coat and green goggles… something about him gave Simba the creeps.

Shaking off his fear, he shouted, "Hey! Who are you?"

The figure said nothing, but just turned to look at him.

"Answer me!"

Suddenly, four black metallic-looking tentacles emerged from underneath the man's trench coat and shot out at him.

"Aah!" Simba narrowly dodged them in time by rolling out of way. Looking up, he saw the man making his way towards Pride Rock. "No!" Getting to his feet, he loped after him, and managed to knock the man down. But the man pushed him away and kept on going.

When he reached Pride Rock, he was surrounded by a group of lionesses. "Don't move." One of them hissed. The lionesses leapt at him, but his tentacles swatted them away like flies. With them gone, he stormed into the den, grabbed Nala, and stormed back out.

By that time, Simba had reached Pride Rock, and saw the man climbing Pride Rock's peak. "Nala!"

"Simba!" she cried. "Help!"

"Nala I'm coming!" He took a running jump, and dug his claws into the rock face, slowly inching his way up. "You let her go!" he yelled at the man, and rushed towards him. The man turned, still holding Nala in his grasp.

"Oh, so you want her? Okay. I'll give her to you." And with that, the tentacle that held Nala moved towards him…and suddenly dropped her. "Oops…butterfingers." The man said, smiling cruelly.

"No!" Simba could only watch as she fell, but managed to catch her claws on a jutting rock. Simba turned to face the man, and, growling, leapt at him, knocking him off the rock. Together, they rolled down the slope. When they hit the ground, they rolled apart, and faced each other, circling around, glaring at each other. Simba tried at lunge at him several times, but the man's steel tentacles knocked him down. Yet he kept going, relentlessly, again and again.

"Give up," the man hissed. "Why fight when your mate is in danger?"

The lion glanced up and saw that the man was correct, that Nala was barely hanging on to the ledge.

"Nala! Hang on!"

The lioness tried to pull herself up, but slipped, and fell.

"NOO!"

All of a sudden, a metal tendril lashed out, and grabbed her before she could hit the ground. The man turned to Simba and told him, "Now look, I only saved her because I've decided to give you another chance. Either you give up your kingdom to me… or…" He smiled wickedly and added, "…Or I'll break her neck."

"Simba! Don't worry about me! You have to look over the Pride Lands!" Nala cried. A tentacle went around her neck and started clenching.

"It's your choice." The man said. "Your kingdom or her life."

Simba could only stare blankly, the hardest decision of his life on his shoulders… Finally, he a deep breath and bowed, saying, "I…submit."

The man laughed evilly, as he threw Nala into Simba, knocking them both down. "All hail your new ruler... Doctor Octopus!" He crowed, arms and tentacles reaching towards the sky.

--

One Year Later...

Doctor Otto Octavius (also known as Doctor Octopus, or Doc Ock for short) smiled wickedly as he gazed over the now desolate Pride Lands, which had become worse than when Scar ruled over it with an iron paw (actually four, but that isn't the point.) Below, animals of various kinds toiled as they created monuments to their new king to the best of their ability. Those who could flee when they had the chance, did, the rest were trapped in a never-ending nightmare.

Doc Ock had allied himself with both the hyenas, as well as the small lioness group that lived outside the Pride Lands. Both groups were eager to take back the land, although the hyenas were pretty wary, after what happened last time.

"Zazu!" barked Doc Ock loudly.

A small hornbill flew down and landed on the armrest of the throne, nervously smoothing down his dirty sapphire feathers. "Y-you called, you're Majesty?"

"Yes. Send a message to Zira. I need to see how she is doing on the west side"

"Y-yes you're Majesty." With a flap of his wings, Zazu was aloft, flapping his wings fiercely until he was out of sight.

"Send in the old pride!" The man shouted, with an evil smirk on his face.

From a small cave emerged a dirty, bedraggled-looking group of lions (sorry, one lion and several lionesses, with one small cub). Hyenas cackled at them as they made their way towards the rock throne, trying not to look at their tormentors. Simba was in the lead, followed by Nala, and their daughter Kiara (Dock Ock had let her live because he saw no threat in her) and the rest of the lionesses.

"Well, well, well. How the mighty have fallen." Ock sneered. Slowly, Simba lifted his head to gaze coldly at the evil dictator. "Aw… what's the matter? Kitty don't like me? Well too bad! This is my kingdom now! Not yours! And no one's gonna stop me!"

Simba was quiet for a moment before speaking quietly. "Not any more."

"What was that!"

"I said not any more! I'm tired of this!"

"Heh. You forget who's in charge here." Doc Ock snapped his fingers and the hyenas moved in closer. "Remember, I can crush you like bugs!" His steel tentacles hovered dangerously close like snakes, when suddenly, there was a huge burst of light, almost like there had been when Doc Ock had first arrived, and when it cleared, Simba, the Nala, and several others (like Timon and Pumbaa, who just happened to be in the area at the time) were gone!

"What! Find them!" Doc Ock bellowed. The hyena scurried off to do his bidding, leaving the man alone, his face twisted in a sneer "No one takes my victory away from me! Do you hear me! Nobody!"