"Okay Kion, it is time to go to sleep now." Said Simba. "Aw man. Being injured sure is boring." Said Kion. "We know it is sweetheart, but you need your rest. So sleep tight." Said Nala. "Have a good sleep little bro." Said Kiara. "Not so fast young lady. You have to go to sleep too." Said Simba. "Aw, alright daddy." Said Kiara, as she laid down next to Kion. Both Simba and Nala gave their cubs loving licks on their foreheads, and then went out of the den to let them sleep.

Simba and Nala looked off into the savanna. The sky was pitch dark, but they could still see the flag of the ARO and the French tricolor waving in the air in about multiple territories in their sight line.

Since a lot of the Pride Lands was now under allied occupation, almost 200 Pride Landers lost their homes. Simba and Nala were able to dissuade them from leaving the Pride Lands, but now they all had to find new places to stay for the time being. This left many territories congested with multiple types of animals, who all did not even eat the same types of food, some animals were even forced to share spaces with other animals that they consider their food.

"Nala, this whole situation stinks more then Pumbaa. These pesky humans are ruining the Circle of Life." Said Simba. "Not to mention I am also extremely worried about Kion, we almost lost him yesterday in that battle. The thought of us losing our little boy, I… I just can't mentally grasp that." Said Simba. "I understand, Simba. This is not going well at all for any of us. But I think I have an idea." Said Nala. "Oh really? What's that?" Asked Simba. "It's very late into the night, so I believe all the humans are probably asleep. So maybe later after we get a tiny bit of rest for ourselves, we go over to the humans, and attack them by surprise." Said Nala with a smug look.

Simba took one look at his mate, and he figured out what she was thinking. Simba agreed with Nala's idea. The two then went back into the den and laid down next to their sleeping children. "Son… I love you… We all do… Never forget that…" Simba whispered into Kion's ear. He then laid his head down and fell asleep.

Meanwhile, just as Nala predicted, all of the soldiers in both the Out Lands base and in the occupied territories were all fast asleep. Commander McCoy was also sleeping within his quarters, but his mind was still racing. He desperately wanted to send a message over to the United States begging for them to join the war.

For the longest time, the people of Osha had always admired the United States. Being the only country in the whole world to win their independence from Great Britain through war, to successfully keep themselves from splitting into two countries back in the 1860's, and to survive many other grueling wars after that. To Osha, besides itself, the United States was the strongest country on the face of the earth. Since Osha was now no more thanks to the Pride Landers, the ARO felt that the U.S had to help them reform their lost empire.

Many hours later, when the clock struck 3 am, the Lion Guard and the Pride Landers started making their way to the small ARO camp next to the Big Ravine. Everyone was really nervous, because they were doing something they haven't done before. The humans were constantly attacking them, and for the first time, the Pride Landers were attacking them.

At the top of a tall tree near the camp, were two lookout soldiers, who were tasked to alert everyone in the case of any surprise attacks. Since it was very dark out, and the oil lamps they had didn't shine that far, the lookouts didn't spot the approaching Lion Guard until they were only about 20 feet away from the camp. The two lookouts panicked and quickly rang the alert bell 3 times.

"Kion! They've spotted us!" Said Ma Tembo the elephant. "That's okay Ma Tembo! That's not gonna stop us!" Said Kion. "We'll fight for whats right, Pride Landers unite!" As the Pride Landers began entering the camp, generals and commanders were running about into tents waking up their men. General Dubois had just woken up from his deep sleep, but even he was in a state of panic.

From out of a nearby tent, Billy and his friend Jim came out of their tent feeling very tired. They looked around to see what was going on, and once they saw Fuli speeding through the camp not so far away from them, they both understood that they were under attack. A boost of adrenaline shot through their veins, and they both started getting ready for battle.

As the Lion Guard and the Pride Landers fought the few soldiers which managed to get themselves ready early, in a telegraph room, an operator was frantically sending a distress call to all nearby camps that they were under attack, and that they needed reinforcements right away.

... -- ... -.-.-- / -- .- -.-- -.. .- -.-- -.-.-- / -- .- -.-- -.. .- -.-- -.-.-- / - ... . / .-.. .. -- -. / --. ..- .- .-. -.. -.-.-- / .- - - .- -.-. -.- .. -. --. -.-.-- / .--. .-.. . .- ... . / ... .- ...- . / -.-- -- ..- .-. / -- . -. / .- -. -.. / --. ..- -. ... / .-. . .- -.. -.-- -.-.--

Translation: SOS! MAYDAY! MAYDAY! THE LION GUARD! ATTACKING! PLEASE HAVE YOUR MEN AND GUNS READY!

Not all of the camps were able to get the distress call due to either their telegraph lines being shut down for the night, or the operators were all asleep. But as for the camps which did get the message, they sent over a response saying that they were on their way, and began waking up and preparing their men.

Back at the Big Ravine camp, the battle continued to rage on. Due to the soldiers being in their tired state, they weren't able to fight as sharply as they usually would. But the Pride Landers were also pretty tired, some of them were only able to get an hour of sleep before having to wake up for the attack.

As usual, Beshte was clearing the way for the Lion Guard so that they could go and attack the tired men. General Dubois was running around on his horse giving out orders to the men, when suddenly Beshte hurled him and his horse into the Big Ravine. The horse was immediately swept away by the current, but General Dubois managed to pull himself up over the water.

Soldier after soldier was being pushed into the Big Ravine, some actually managed to pull some of the animals into the water with them, while others did not. General Dubois yelled out to his drowning men that they were retreating to meet up with the reinforcements coming their way.

Everyone obeyed the order by climbing out of the water and running away to the next camp over. "Everyone! Follow those fleeing humans!" Said Kion. All the Pride Landers started chasing after the fleeing ARO and Frenchmen. The Frenchmen just couldn't believe that their own tactics were being used against them. They at last met up with a small reinforcement army, and started to fight back, but unfortunately they did not do them much good.

What started off as a successful campaign of conquering the Pride Lands just became a race for survival, as the Pride Landers kept chasing after the army trying to encircle them along the way. The soldiers were all cold, wet, and wounded, the men could barely take the horrid conditions.

Eventually Kion had had enough of just chasing the army down. He quickly used the Roar and blew all of what was left of the army back into the Out Lands. The ARO soldiers who had survived the Roar were actually a bit glad Kion had done that, as that had gotten them back to the base quicker. But as for the French soldiers, they were all freaking out, including General Dubois. This is the first time any of them had seen the Roar.

Commander McCoy was woken up and informed of the surprise attack. He came out and saw the French soldiers in shambles. Some men were pacing back and forth holding their heads, while others were crying and talking in nonsensical French to one another.

Commander McCoy was saddened at this sight. He had to get the U.S involved in the war as fast as possible. That's when he got an idea.

Meanwhile back in the Pride Lands, the Pride Landers were celebrating their comeback victory. They weren't able to claim back all of their lost territory, as the ARO and French still held Kilio Valley, the Embamba Canyon, and the Mbali Fields. But besides that, the Pride Landers were still proud of themselves, as most of them had gotten their homes back, except for the elephants and a few others.

"Yes! I can't believe we did it guys! That was un-Bunga-lieveable!" Said Bunga. "Yes Bunga, we did it. But now we must start planning out our next job, in taking back Kilio Valley for the elephants. But for now, everyone go get some rest." Said Kion. All of the Pride Landers then scattered back to their territories and got back to sleep.

The Pride Landers and most notably the Lion Guard were both very excited to finally try and take back Kilio Valley from the ARO, but unfortunately, they all had no idea of what was in store for them next.