At last! New chapter uploaded at last. I apologize for the long delay. I recently turned in my old computer and got a new one, which left me without access to a computer for a while. And after that, I didn't have access to Microsoft Word for a while either. And then I went through a little period of writer's block.

So here it is at last. Everything finally happens in this chapter but hopefully I can still surprise some of ya. Also since I wrote this chapter over a rather staggered period of time I hope the writing's consistent in it.

So, I hope it didn't take so long that I lost my readers! Please comment if you're still reading and enjoying it.

Here's the character list.

Simba – Adult male lion, King of the Pride Lands

Nala – Adult lioness, Queen of the Pride Lands, wife of Simba

Kiara – Adult lioness, Princess of the Pride Lands, hunting party leader

Kovu – Adult lion, Prince Regent of the Pride Lands, husband of Kiara

Vitani – Adult lioness, half-sister of Kovu

Amaryllis – Adult lioness, foster mother of Amabi, former loner, wanderer, former loner

Nadhari – Adult lioness, mother of Alyssa and Kelt

Sharhal – Adult lioness, a member of Kiara's hunting party

Aetti – Adult lioness, a member of Kiara's hunting party

Tumai – Adult male lion, competitive, aggressive, mocking

Juvi – Adult male lion, quiet, thoughtful young male

Salama – Adult male lion, old and wise but not as wise as he thinks, condescending

Lokanneoro – Adult male lion, Tenzer's father, veteran survivor, powerful

Maradi – Adult male lion, attractive and pleased with his appearance

Haya – Adult male lion, young, curious about the world

Tenzer – Half grown male lion, loner, quiet character but gentle with cubs

Ryana – Half-grown lioness, talkative and besotted with Tenzer

Amabi – Male lion cub, adopted son of Amaryllis, cheeky, inquisitive cub

Alyssa – Lioness cub, daughter of Nadhari, more reserved and careful cub

Kelt – Male lion cub, son of Nadhari, slightly insecure cub

Zazu – Adult hornbill, Simba's majordomo

Timon – Adult meerkat, Simba's friend

Pumbaa – Adult warthog, Simba's friend

Rafiki – Adult baboon- Simba's friend, shaman and advisor

Shenzi – Adult female hyena, leader of Graveyard Clan

Banzai – Adult male hyena, leader of Graveyard Clan

Ed – Adult male hyena, leader of Graveyard Clan

Ridikill – Adult male hyena, hunting pack leader, extremely aggressive and antisocial

Burudi – Adult male hyena, scarred face, Ridikill's 'lieutenant', less vicious, member of Ridikill's pack

Groco – Adult male hyena, weakling, low-ranking scout trying to improve his social standing, member of Ridikill's pack

Agiza – Adult female hyena, hunting pack leader, one of Shenzi's favoured, high-ranking

Sarkil – Adult female hyena, sarcastic huntress, member of Ridikill's hunting pack

Kapungu – Adult male hyena, fearsome hunter with a lust for blood, member of Ridikill's pack

Babaka – Adult male hyena, always hungry, member of Ridikill's pack

Shungi – Adult female hyena, rookie leader of small hunting pack

Cauron – Adult female hyena, currently heavily pregnant

Mali – Adult male leopard

Mamacala – Adult male crocodile

The column of hyenas marched deeper into the Kingdom of Lions. Any doubts or murmurs of dissention caused by the roar of the distant Lion King had been quickly quashed by the brutality of the chieftains.

As they went deeper into the Pride Lands they passed more and more herds. It was difficult for even the chieftains to focus on the task ahead with such temptation nearby. Vultures perched in the trees watched them pass with rapt interest. Terrified wildebeest, zebra, gazelle, impala, topi, and all manner of antelope and other grazers watched in grim horror at the unexpected sight, ready to take to their heels at the first sign of an attack. The larger herbivores, the buffalo, the rhino, the giraffe and the elephants, refused to be so easily cowed, but their calves ran for the comfort of their mother's and even the staunchest bulls, glaring at the hyenas seemingly impassively, were shocked by the size of the hyena army as it stormed past.

There was no question as to where they were heading. They were marching directly to Pride Rock.

In the ranks things were becoming a little less tense; the sight of so many assembled prey species, staring at the hyenas in fear, was urging many of the hyenas on. They had reverted to mannerisms more typical of a hunting party than an army: drooling, leering, sniggering, cackling, whooping and cracking jokes occasionally.

"Alright! If we just get a slice of this cake it'll all be worth it!" Banzai declared, staring at a group of agitated wildebeest.

Ed laughed in agreement. Shenzi didn't say anything.

Banzai furrowed his brow and looked at his friend. She looked the same as ever, except her usual smug expression was gone and she looked deep in thought instead. But there was something just so odd about the way she was acting. She was evading his questions, and she seemed driven by a ruthlessness Banzai hadn't seen in her before, to be so merciless as to be prepared to sacrifice her most feeble followers. Banzai watched her silent progress across the plains with a painful mixture of concern and anger.

Running up and down the ranks was Ridikill, still barking orders and ensuring nobody held the pack up. Two cubs at the rear of the army suddenly stopped, huddling up together and whining. They were too tired to move another step.

Ridikill glared at them and then charged back down the ranks towards the two youngsters. In sheer terror the two cubs jumped back into line and forced themselves to drag their little bodies on. The big chief grinned, flashing his teeth; he relished the effect his presence had.

As he turned around he saw they were passing near the river, several hundred yards to his left. He stopped for a moment to look. He could see the big, broad backs of many giant hippos, and in amongst them the smaller forms of armoured crocodiles. Several crocodiles were basking on the sand banks, appearing completely oblivious to the hyena force marching by. In reality of course they were acutely aware of everything going on around them.

The hyena strained his eyes, trying to see if Mamacala was in amongst the crowd. There was no sign of the giant crocodile. He was probably further downriver. With a grunt Ridikill resumed his place in alongside the ranks. Even he was beginning to feel tired now – he found himself beginning to pant. But he was impressed with the new-found ruthlessness of Shenzi and ignored his bodies' complaints and forced himself forward.

At the foot of Pride Rock the lions assembled. Every last lion – from the mightiest male to the youngest cub and everyone in between. Over twenty lions were already gathered in a circle around King Simba, and more were still arriving.

Each of them had heard Simba's mighty roar and had come running to see what was going on. Mothers came with their cubs in their mouths, the elderly loped down from the shade of Pride Rock, the hunters came sprinting back from the savannah and the males leapt into action, standing to attention as a salute to Simba. Nala, Timon and Pumbaa stood next to Simba, with Zazu perched on his shoulder. The lions kept whispering and asking one another what was going on, but Simba told them to wait until everybody was assembled so all could hear.

Amabi trotted alongside his adopted mother Amaryllis, more than a little intimidated by the grim faces of the powerful lions striding past them to reach Simba. His mother scooped him up in her jaws and ran after them, taking her place in the throng. Even Ryana, recently recovered from an injury as she was, arrived despite protests from her mother and a guilt-ridden Tenzer.

Zazu was performing a headcount, "Thirty nine…forty two…forty six. That's all the adults and half-growns, sire", he said to Simba.

Simba nodded, "Good. We're all here", he spoke up, hushing the whispering crowd immediately, "Hail all. You're all here because of my summon a few moments ago. I thank you all for coming so soon".

"What's going on, Simba?" Tumai growled impatiently, encouraging a warning glance from Nala.

"Zazu brings grave news. A few hours ago hyenas were sighted crossing into the Pride Lands", already growls rose from the crowd, "However, this is no normal hunting pack. All of the Elephant Graveyard must be emptied. There are over one hundred hyenas en-route to Pride Rock even as we speak".

The lionesses gasped in horror, the cubs squealed in terror, even the males stared with slack-jawed disbelief. Ryana pressed her face into Tenzer's flank, remembering the horror of the hyena's fangs tearing into her flesh. Amabi scuttled behind Amaryllis' forelegs and cowered.

"Please, don't panic", Simba raised a great paw, "We need to rationally discuss our next course of action. Suggestions?"

None of the lions spoke up. The only sound to be heard was of wailing cubs.

"They'll kill all of us", Aetti suddenly moaned, "That's what they're here for. To kill us all. It's an act of war. They'll kill all of us".

"That's right, they will", Nala said, "If we let them have their way. We can't do that. We have to fight".

"Easy for you to say", one of the lionesses snapped, "You don't have any young cubs who depend on you".

"If we don't defeat the hyenas they'll kill your cubs as well", Tumai shot back with brutal honesty, driving a spear of terror into the hearts of all the mothers.

"My proposal is simple", Simba stepped forward, regaining control of the situation, "We march out and meet them as far away from Pride Rock as we can with as many able fighters as we can gather. We leave behind the cubs and the unwilling".

"What kind of support can we expect from the herds?" Haya asked.

"None. This is not their fight. The lions are sworn to defend the herds from the hyenas, in return for being allowed to prey on them. We must fight this battle on our own".

Haya looked annoyed, "All it would take is one bull elephant. Or a pair of rhinos, or three or four buffalos…"

"Maybe the hyenas aren't here to fight", Amaryllis murmured, interrupting Haya, "Maybe they're here to…negotiate?"

As she spoke a twisting black cloud appeared on the horizon, "What's that?" Kiara wondered, staring at it.

All of the lions turned to look. The cloud was moving in a circling motion, almost like a tornado in slow-motion. The lions peered at it, trying to discern it, remote yet threatening on the horizon.

At last Kovu sat down on his haunches, "Vultures. Hundreds of them".

Simba stared, "Vultures? What are they doing…?"

"They're following the hyenas", Salama said quietly.

Silence fell on the group at the grim image of a flock of grisly vultures circling over an army of cackling hyenas advancing on the lion's home branded itself in their minds.

"Sire. You need to make a decision", Zazu said quietly after a moment.

"March! March! March!"

"Alright already! 'March!' We get the idea! That's what we're doin'!" one annoyed hyena snarled from within the ranks at the nearest chieftain, "That's what we've been doin' for the last couple of hours!"

"I wish they'd get lost", another hyena grumbled and looked up at the sky, which was fairly dotted with vultures swooping overhead, "They're creepy".

"Kinda ominous too", Shungi, the rookie pack leader agreed, "I mean, they're like messengers of death or something".

"Word gets around fast. Either that or these things can just sense death before it happens", Sarkil said and then shuddered slightly.

Pride Rock was clearly visible to all the hyenas who still had the strength to raise their heads and peer into the distance now. Many of them were wondering whether or not Simba had heard of their invasion yet.

Cauron, wincing and literally dragging her bloated belly forward, was in far too much distress to think about anything but the end of the hideous march. She couldn't understand why she was being forced to accompany this war band while so heavily pregnant, but she was too terrified of the vicious chieftains to question it anymore. As far as she knew, she was being forced on one last horrific journey, and upon arrival she would be torn apart by lions. But she was too weak to question Shenzi's madness anymore.

"The threat is very clear. The hyena's intentions are obvious. And their tactics are clear. They want to take over the Pride Lands – by force".

Simba was addressing the assembled group. He was hating every second of it – what he was about to ask, he knew, would weigh heavily on his conscience for the rest of his life: however long or short that would be.

"What I am about to ask excludes every lion under two years of age, as well as Timon and Pumbaa. To everyone else: I'm asking you to join me in a fighting force to meet the hyenas in battle. The intent will be to drive the hyenas from the Pride Lands through their own means – by force.

"However, realize that I'm not ordering you to come with me. I am asking you to. If you wish to stay behind, then by all means do so. If you wish to stay behind, please sit over to my right."

Slowly the youngsters picked themselves up and went down to sit aside along with Timon and Pumbaa. The youngsters ranged from cubs younger than Amabi to adolescents like Ryana. Simba nearly smiled. Not a single adult lion had chosen to remain behind at Pride Rock.

Nala narrowed her eyes, "Tenzer, you're not two years old yet".

"Oh…come on, Queen Nala! Please let me go too!"

"Go sit down with the cubs, son", Lokanneoro admonished. With his head down the restless youngster stalked off and slumped down with the cubs.

"Alright, we don't have much time", Simba declared, "The further we can halt the hyenas from Pride Rock, the better. We'll leave at once and head north until we spot them. They won't be hard to find.

"The youngsters will remain here. Tenzer, you're in charge. Zazu, you will come with us and watch the battle from a place of safety. If…things don't go to plan, Zazu, you will leave immediately and fly towards Pride Rock and alert Tenzer. Tenzer, after that you're to immediately lead everyone directly south, as fast as you can, until you leave the Pride Lands through the southern border. Understood?"

"You can rely on me sire", Zazu said gravely.

"Yes sir", Tenzer bowed slightly, slightly overwhelmed by the responsibility on his shoulders.

"Good. As I said, we don't have much time", the King turned away, "I'll give you all a moment".

Immediately mothers leapt forward and cradled crying infants, fathers placed reassuring paws on the shoulders of their heartbroken sons. Children whispered goodbye to their aunties and grandmothers.

Amaryllis grabbed Amabi and hugged him tight to her chest, "I'll be back soon son, I promise".

His tears wet her grey fur, "Mommy, be careful".

"I will. I'll be fine, son".

Ridikill bared his flesh-ripping teeth. He'd suddenly remembered the lioness who'd humiliated him the day before. Rage surged through his veins and his blood boiled. To be reduced to a state of fear by a female lion! How repugnant!

His revenge would be sweet. When the battle was underway he'd seek her out, wait until she was weighed down by his comrades, then throw himself at her and tear out her vitals. When she lay dying in the grass he'd make sure she saw who had killed her.

Nobody got the better of Ridikill, not for long. Nobody made him feel weak. Except for Mamacala. But he didn't count.

At any rate, that lioness was going to pay.

Those two minutes of tearful goodbyes were probably the most painful moment of Simba's life since he 'confessed' for being responsible for Mufasa's death in front of his family, friends, his evil uncle and one hundred hyenas.

He turned away for most of it, head held low. Nala went to his side and rubbed up against him, brushing her muzzle up against his tenderly. Gratefully he nuzzled her back, never wanting the moment to end.

After what seemed like far too short a time to maybe say goodbye, Zazu said quietly, "Sire. Everyone's ready".

Simba raised his head, tears stinging his eyes, and looked at the youngsters, "Alright. Good luck everyone. Tenzer, take care of them".

Tenzer nodded gravely.

"Everybody, move out", Simba ordered, and with a few last painful glances the lions bounded away from Pride Rock, streaking across the Pride Lands.

Ryana watched them go, "…Mom…please be okay…"

"She'll be fine", Tenzer said, "It'll take more than a few mangy hyenas to bring down King Simba's pride!"

Most of the cubs were crying. Amabi had managed to ease his own tears, but he could offer no comfort. All he could do was slump down on the bare rock and pray for Amaryllis' safe return.

In one of the Pride Land's many waterholes a cloud of agitated storks flew overhead. They were crying a song of war and death, spreading the news of the impending battle across the Pride Lands. Below them several crocodiles floated on the surface, staring up at the storks with emotionless green eyes.

"Well, it's finally happened", one growled, "The lions and hyenas have gone to war".

A carpet of green lilies suddenly shifted nearby and the prehistoric eye of Mamacala peered out.

"Maybe. Or…maybe not", he whispered to himself.

Half an hour had passed. The lions were still moving at speed across the Pride Lands, keeping their ears and eyes strained for signs of the hyenas. So far there was nothing – just the cloud of vultures in the distance.

"Alright, everyone slow down", Simba said at last, "We walk the rest of the way. We need to conserve our energy".

Everyone obeyed. They walked on in silence. They passed a herd of Cape buffalo. Buffalo and lions were natural enemies – buffalo were one of the few herd animals who were more than a match for even multiple lions, while lions working in a group were the only plains hunters who could threaten adult buffalo. But there were no ill feelings here – only unspoken support from the stern herbivores.

"I still think one or two of them could help out", Haya grumbled under his breath, eyeing the sharp horns on the bulls.

"What's our plan of attack?" Salama asked, trotting up to catch up with Simba.

"We don't have one. We won't attack. We will defend".

"Oh come on!" Tumai dashed over, "They're the invaders. They have us on the back foot. We can't just sit there and wait for them to run on over and chomp us".

"We won't", Simba replied, talking loud enough now so that all the lions could hear him, "If the hyenas charge us, then we wait until they're within twenty meters and then charge back. That should be enough space to gain the momentum we need".

Tumai nodded, impressed, "Okay. Then what?"

"We fight our hardest and don't let them gain any headway. The hyenas might be fierce and they've got numbers but they're not brave. Self-preservation always comes first. They'll get frightened if we don't let them gain any ground and they'll rout".

There was a general murmur of agreement from the lions. Nala stirred.

"One problem: the hyenas have us badly outnumbered. They might send some to sneak around and flank us. If they attack us from different sides then they'll be able to bring their numbers to bear".

"If that's the case…" Simba paused and furrowed his brow, "We'll form a circle with everyone facing outwards. That way they'll be facing a wall of claws everywhere they try to attack".

"So…any battle plans Shenz?" Banzai asked meekly.

"Nope", Shenzi shook her head.

"Uhm…really?"

"Yup".

"Oh", Banzai turned to Ed and whispered in his mangy ear, "Dude, there's something wrong with Shenzi! I mean, seriously wrong! She's going nuts!"

Ed shook his head and sniggered.

Banzai scowled, "Well, clearly you're no use either", he whirled about to look at Shenzi again, "Shenz, we gotta make plans! Who knows when we're gonna run into the lions? Everyone's…"

"Shenzi! Banzai! Ed!" Agiza barked suddenly, "You need to see this! Away down south!"

"Huh?" Shenzi looked up and peered south.

The plains were not so barren here: a wide expanse of arid scrubland and acacia trees lay before the hyenas. The thick crop of trees obscured vision for nearly a mile.

Banzai looked as well, craning his neck, "What? I don't see nothing! I…oh. Oh".

He had just caught sight of what looked suspiciously like over thirty adult lions emerge from the scrubland about five hundred meters away. The lions suddenly halted: evidently they had just caught sight of the hyenas themselves.

Banzai gulped. The lions had appeared so suddenly out of the scrub. It was difficult to make out from where he was standing, but there were more lions there than he had anticipated: or at least they looked more intimidating than he'd imagined. King Simba at the front was unmistakable. They were moving again now, marching forward with seemingly no sign of wariness.

"Uh-oh", Banzai muttered.

The lions stalked through the scrub, keeping their eyes and ears strained for any sight of the hyenas. Now they were in amongst the trees they could no longer see the tell-tale cloud of vultures and had little idea where the hyenas were exactly.

"This is giving me the creeps", Vitani whispered, looking from side to side as if she expected to see dozens of hyenas explode out of the bush at any moment.

Amaryllis nodded, "We should have gone around the scrub, not through it".

"Nuh-uh", Kovu said, "The hyenas won't expect this, if they're as close as we think they are".

"Yeah, you're right", Kiara agreed, "We all need to take it easy. If we get all panicky then…oh my God!"

Kiara stared in slack-hawed horror. The others followed her gaze. The scrub had ended abruptly, providing a good view of the wide plains before them. Maybe five hundred meters away marched the hyena army. It was the largest gathering of hyenas the Pride Lands had ever seen, even greater than the superclan that had assisted Scar. Over one hundred and fifty hyenas in total.

"Nobody move a muscle!" Simba boomed, "Don't show them fear!"

The entire hyena army had halted.

"Now, everyone walk calmly towards them, as one", Simba ordered, "It'll rattle them if we remain composed".

"Oh man, they don't even look bothered!" Banzai groaned as he eyed the approaching lions, "Shenz, we need orders. We gotta give everyone orders, otherwise everyone's gonna panic and run".

Shenzi nodded, "Alright. The orders are to stay put".

"We need more orders than that!" Babaka snarled, coming up suddenly from behind, ""Do we prepare to attack, prepare to retreat, protect the weak, send them in first, flank the enemy? What are we supposed to do?"

The lions were two hundred yards away by now. Nervous fidgeting ran through the hyena ranks. No matter how many of them there were the adult lions were imposing sights – several hundred pounds of muscle with fangs and claws to boot.

Shenzi turned to look at Babaka, "You remember your place. And my orders are the same. Everyone stay where they are".

Banzai could have screamed in frustration. He had assumed Shenzi would have snapped out of whatever dull stupor had taken her over during the march across the Pride Lands by the time they drew within sight of Pride Rock. Now here they were with King Simba's army so close Banzai could see the individual whiskers on each lion's grim face.

"Oh…oh man", Banzai despaired, "Shenzi, I dunno what's up with you, but ya gotta snap out of it. Right now!"

She looked at him with her half-lidded questioning eyes, "Nothing's up with me".

"Then why ain't ya got any battle plans? It was your idea to fight this battle!"

"Fight?" Shenzi stared long and hard at Banzai and slowly shook her head, "You really ain't worked it out yet, have you Banzai?"

By now the attention of every hyena who wasn't nearly unconscious with fatigue was directed at the exchange between Shenzi and Banzai. Ed stood meekly to one side. The lions stopped within one hundred yards of the hyenas and stood, motionless.

"Figured what out?" Banzai asked, dumbfounded.

Shenzi continued, seemingly oblivious of anyone else, "I didn't drag us out here to fight. We're here to talk".

Shock struck the crowd of hyenas dumb. The lions stirred and looked at each other, wondering if they had heard correctly.

"To…talk?" Banzai gaped.

"Yes Banzai, to talk".

"What do you mean to…to…?"

Simba cleared his throat and stepped forward, "You wish to negotiate?"

Shenzi faced the King, "Uh-huh. That's right".

"Well…uh…" Simba's brow furrowed as he scrambled for the right words, "This is…most unexpected. But I am willing to listen if you…"

"Shenzi, what are you doing?! We're not here to talk! We're here to fight!" Banzai exclaimed, interrupting Simba.

"No we're not, you moron. And try not to interrupt official negotiations, okay? This is grown-up talk", she grinned a patronizing grin at him.

"What the…?" Banzai stared in bewildered rage, then rounded on Ed, "You! Did you know about this?!"

Ed nodded enthusiastically.

"Why…why did you keep this from me?!" Banzai snarled, spinning to face Shenzi with fury in his eyes, "Why did you keep this from all of us?" he gestured wildly at the assembled clan, who were looking on with blank confusion.

Shenzi glared at him, "Because I knew if I told you why I was leading us out here you'd say it was stupid and refuse to go. And that goes for the majority of you lot, too", she said to the clan in general.

The lions stared on in bewilderment.

"But…but…why the weaklings? Why did you bring them if not to fill our ranks?" Banzai demanded.

"You'll see", the clan leader turned to face the King again.

"Well then", she said smoothly, "What shall we talk about?"