A/N: Sorry about the delay. I'm trying to start a new job, and I'm really struggling. Are there any Ohioans reading this who need health insurance? No, really.

Anyway, I was watching TLK for the millionth time when I caught a mistake. Scar says "He didn't show you what's beyond the rise of the northern border?" but if you carefully watch the scene with Mufasa and Simba on top of Pride Rock, you can see that the Elephant Graveyard is south of them. That's why the Elephant Graveyard is south of Pride Rock in this fic. Geography is very important in a questing story.

There's another flashback coming up, but I'm going to try to resist putting them in every chapter. That would be overdoing it.

I hope this chapter is worth the wait.

Chapter Five:

Beyond the Pridelands

After digging their way to the west of the old hyena territory, Max and Nina reached the southern border of the Pridelands. No one had ever told them exactly how big the Pridelands were or what landmarks to look for at the boundaries. But somehow, they just knew when they were out of it. The oppressive gray clouds broke into cheerful white ones, allowing the sun to shine through. And more importantly, the horrible smell of hyena faded to old traces and finally disappeared altogether.

By then, the two meerkats decided that it was safe to stop digging. They walked through the warm, dry grass and smiled, taking everything in.

"I told you we'd be out of it by noon," said Max, feeling pleased with himself.

"You were right. Sometimes it pays to think positive, don't you think?" Nina nudged him gently with her elbow.

Max snorted. "I'm a realist, always have been." He stood on tiptoe to peek over the grass, with his back to the wind. There didn't appear to be any carnivores around, and there was a little hill that would make a nice sentry point. It was Max's turn to eat first, so Nina scampered over to the hill and stood guard while he foraged. Food was constantly in the meerkats' thoughts since they needed to eat several times a day - quite unlike the large predators, fortunately.

In the three days since Max had left his colony, he had not felt better. The sun warmed his back as he ate his fill, and he even discovered a species of beetle that he had never seen before. But when he went to relieve his niece, he became positively livid at the sight of her. Nina's sentry moves were the worst he'd seen in months, and that included the times he had trained kits. Why, she wasn't even flinching! Max would have thought it was because she was so exhausted - if he hadn't seen her "stand guard" the exact same way before Timon left. No, Nina was getting cocky, but Max was determined to set her straight for good. He rushed toward her, driven by fear and anger, until he was close enough to grab her shoulders.

"What is wrong with you, Nina! You're not flinching, and that scurry was more of a walk!"

Nina looked up at the sky and let her arms hang at her sides. "Relax, Uncle Max..."

"Relax? How can you expect me to relax when you're up here lollygagging like a hyena pup in its den!"

Like any respectable meerkat, Nina was quite offended at being compared to a hyena. Her mouth opened slightly and her gaze hardened. "Just because I didn't do it the traditional way doesn't mean I wasn't paying attention." At these words, she remembered that she really should still be watching for carnivores and threw a quick glance and a sniff over her shoulder. Then she continued in a voice that was quieter, but just as intense. "To be honest with you, I never really saw the point of flinching anyway. What good does it do? Can it tell you anything about the world around you? Can it help you escape from hyenas?" She shrugged Max's paws off her shoulders and spread her arms. Max stiffened, and he felt his chest burning. He'd had almost the exact same argument with his younger brother; over and over they would go through the same points, never coming to any kind of resolution. Max's answer to Nina was the same one he had given to Buzz.

"I'll tell you what flinching does. It helps us remember our place in the Circle of Life. It reminds us that we're not invincible, far from it! There's no guarantee that either of us will last another moment! In fact it's very likely we'll be devoured by sunset."

His niece put her paw over her eyes. "Okay, you know what? I'm just going to go eat. Maybe it'll give us both a chance to calm down."

"All right, but don't think you're getting out of talking about this. I'm going to make sure you do it the right way next time!"

As Nina stalked away, Max wondered why he was the only sane member of his family. It was a question he had been asking nearly all his life.

Max carried a large rock, following the line until he reached the surface. Here they all spread out toward the edge of Shouting Range where they would deposit their burden.

He was supposed to be mentoring Buzz, but the four month-old kit had made fun of the digging song, and Max had yelled at him, and they'd both said things they didn't really mean. Max loved his bother, but sometimes he needed a break from him or else he'd strangle the little guy. His thoughts of Buzz were interrupted, though, by a cry from the sentry.

"Eagle!"

The other meerkats turned their heads up to see a martial eagle pulling its wings in close to its body as it dove down from the pale gray clouds. Panic sprang in as everyone ran for the nearest hole. Dropping the stone, Max scurried toward a tunnel entrance, but he stopped when a little tan blur flashed by.

"Buzz?" Max turned and saw his brother slow to a stop, too. But Buzz didn't look at Max; he only stared up into the sky, standing as straight and still as a support beam. Max glanced up and saw that the eagle was much closer, with its long legs and deadly talons stretched toward the meerkats. "Run, Buzz!" His brother made no sign that he had heard. With a grimace, Max ran to Buzz and tugged his arm fiercely. "I said run!"

Buzz growled in annoyance, but he complied, struggling to walk as Max pulled him roughly along. Buzz's gaze never left the predatory bird as it swooped toward him, until they were about a length apart. Then Max pulled him in the tunnel, where they could see only earth and a rough circle of clouds. Panting, Max looked at the tunnel roof. Good old earth! What would he do without it?

"Why couldn't we stand up to an eagle?" Buzz's small fists clenched in front of him as he glowered at his big brother. "He didn't look so tough! I bet we could scare him away if we threw rocks at him."

If Max hadn't been so angry and shaken he would have laughed. His brother had said some strange things before, but this beat all! "Buzz, you're obviously not blind, so you must either be a lunatic or an idiot. Nothing can stop an eagle in its dive, understand? You might as well throw rocks at the rain to stop it from falling."

Buzz glanced away, stumped for the moment. "There must be some way. Someday I'll think of something. And I'm not an idiot!"

"Then you're nuts. Just as I thought."

"Hey, just because I'm not afraid of anything doesn't mean I'm crazy. I'm totally in touch with reality!"

"Uh-huh," Max grunted and began to pull Buzz again, toward the meeting chamber.

"No, really. Ask me a question only a sane person would know."

Max pretended to think. "Let's see...Oh, I got one. Is it possible for a meerkat to scare an eagle?"

"Ask me another one," Buzz said quickly.

Eight years later, Max still did not understand his brother, and he guessed he never would. Buzz just couldn't recognize his own limitations. Amazingly, he had actually been able to hold his own against a large snake or a single jackal if he had a rock or stick. One time he'd even saved Nina from an eagle. But he hadn't seen that hyenas were too much for him. Max shuddered even as he stood to sniff on the little hill. He was determined to stop Nina from heading down the same tunnel as her father. Perhaps it was not too late to change her.

ooo

The next few days seemed surreal to Max. He and Nina covered ground instead of moving it, and now they only dug out a place to sleep every evening. Waking up to a different view each morning took some getting used to.

Although they now walked every day and rarely smelled hyenas, their journey was certainly not without danger. Max was mostly concerned about eagles. The land predators usually hunted by night, and most of them couldn't climb. But how could two roving meerkats escape from an eagle? Their only chance was to lie flat in the grass and hope it didn't see them (and in order to do this, they had to try not to dwell on the fact that eagle eyes are among the keenest in the world).

Still, they were able to get through the next three days without any narrow escapes. Max enjoyed this break as much as he could, and he coached Nina on the sentry positions until she agreed to flinch if he would just leave her alone. The flinches were halfhearted at best, but it was better than nothing.

Nina became concerned, however, when on their third evening away from the Pridelands they had not heard anything about Timon passing that way, even though they spoke with almost every non-threatening creature they found. "Maybe he didn't go this way," she said. "I think we should start heading back to the Pridelands tomorrow and pick a different direction."

"Back to the Pridelands? You can't be serious." Max folded his arms over his chest.

"Oh, we wouldn't actually go in the Pridelands. We'll just go to the border."

"He still might have gone this way. If he and the warthog split up, not many animals would notice him."

"That's true." Nina's shoulders drooped. "There's no way to know, really."

"But either way, it's very likely that he kept going south," continued Max. "You know how he has a one-track mind."

"Yes, but what if someone said something to him to make him turn west or east? We can't just keep going blindly in one direction."

They both fell silent as they considered this predicament, until Nina turned her head, following a movement in the grass. "Oh, hey, a mouse! Excuse me, ma'am." Nina took a few steps forward, pushing through the waist-high grass. "I'm looking for my son, and I was wondering if you've seen him. He was last seen riding a warthog in the Pridelands."

Max could not see the mouse, but a quivering voice squeaked out from the grass.

"Y-yes, I think...Yes, I saw him!"

"Really?" She clasped her paws. "When? And which way did he go?"

"Er, er, yesterday. And he went, I think, that way."

"Only a day ahead! That's wonderful!"

Max was extremely skeptical. There was obviously no way they could have caught up to them that quickly. Mice were even lower on the food chain than meerkats, and this one would apparently say anything to make the two larger creatures leave.

He was about to point this out to Nina when a shrill bark screamed from their left. Max's heart went into overdrive. That sound could only mean that jackals were hot on their trail. Without a word, Max and Nina dashed to the nearest tree. Max's ears were filled with the rustling grass and his pounding heart, and when they climbed the tree, one of the dogs jumped up and snapped his jaws. If Max had been any slower, he would have lost a footpaw, or probably worse. Soon, however, the meerkats were well out of the jackals' reach, and they sat breathing heavily on a branch lit by the red sunset.

The black-backed jackals were a mating pair, and they circled the tree and yipped for a moment or two, until the male turned to his mate.

"My dear wife, it looks as if our meal has escaped us," he said grandly, as though he were announcing to the entire world. "Let us look for food elsewhere."

"Yes, let's," said the female.

"Amateurs," Max muttered. "You know they're waiting behind that hill for us to come down. Do they think we were born yesterday?"

"It's no wonder they're so skinny," Nina agreed, "but we're still stuck up here until they really leave, and how will we know when they're gone?"

All of a sudden, an eagle screech rang out at close range. Nina gasped and ducked down, although it would do her precious little good on a tree limb. But Max pulled her up. "It's all right, it's just the jackals trying to scare us down. Didn't you notice it sounded a little off, and it came from the ground?"

For the first time in ages, Nina looked at her uncle with genuine admiration. "Thanks, Uncle Max. You sure are the voice of reason today!"

"You don't even know the half of it. Listen-"

But the hooting of an owl interrupted Max.

"Okay, now that sounded just like the real thing." Nina cupped her hands around her mouth. "Hey, can you do an elephant?"

"Nina!" Max gave her a stern glare, but to his surprise, he heard a poor imitation of an elephant trumpet.

"That one wasn't even close," she said with a small chuckle.

"This is ridiculous." Max put a paw to his forehead. "I've never seen such simple jackals in all my days."

"Careful, Max," said Nina, grinning at him. "They might have heard you."

"I don't care."

"Can you do a lion?" she called, clearly enjoying this game.

Nina was answered by a growl directly below them. Max frowned. Could the jackals have moved without them noticing?

"You need to work on that one, too," she said. "It sounds more like a leopard."

A leopard... Max glanced straight down and felt the blood leave his face. A big spotted cat was standing on the ground with his forelegs up against the trunk, fixing Max in his wide, intense gaze.

"Nina..."

"What? ...Oh." That was all she could say before the leopard sat back on its haunches and leapt up.

A/N: Again, I took artistic license with the jackals. They're not really like mockingbirds, but it would be cool if they were.

If you want to see how ginormous martial eagles are, go to:

www . hawk-conservancy . org (slash) priors (slash) martial . shtml (without the spaces and with real slashes)

Scroll down to the picture of the man with the eagle on his arm. You can see why meerkats are easy prey for that thing!

By the way, meerkats really do lie in the grass to hide from eagles when no holes are nearby. I have no idea how well it works.