Everything was calm in The Pride lands a few days later. Qui Gon Jin had left along with Obi Wan Kenobi to finish his young padawan's training. Meanwhile, Scar led Simba into a gorge, talking to him in a very calm voice. He continued walking with Simba until he led him to a walk, and held himself back a little when Simba sat up on the rock.

"Now you wait here. Your father has a marvelous surprise for you." Scar said, wearing a smug grin on his face.

Simba looked up at him. He climbed up onto the rock, then his eyes widened in amazement as he heard the word 'surprise'. "Oooh. What is it?" Simba asked, grinning a little. He wanted to know what Scar was going to give him as a surprise. He's never got a surprise before, and he was hoping that it would be good. Whatever the surprise was, he had a feeling that it WAS going to be something good.

Scar looked down at him, frowning slightly. "If I told you, it wouldn't be a surprise, now would it?"

He asked, cocking his head."If you tell me, I'll still act surprised." Simba said.

"Ho hoo-ho. You are such a naughty boy." Scar said to him, then moved his paw to ruffle

Simba's mane, causing a few of his hairs to stick up. His plan was working perfectly, and there was nothing that would be able to keep it from happening.

"Come on Uncle Scar" Simba whined, putting his paws onto his uncle's chest. Scar pulled away from Simba and shook his head.

"No-no-no-no-no-no-no… This is just for you and your daddy. You know, a sort of... father-son... Thing." He pulled his paw away and waved it in the air. Simba sighed as he watched him turn away. "Well, I better go get him!"

Simba jumped off the rock and bounded after Scar. "I'll go with you!"

Scar turned around and snapped at him. "NO!" When he saw Simba jump back in alarm and a little bit of fright, Scar gulped and grinned nervously, walking up to Simba. He was approaching Simba so fast that he was causing him to push back. "Heh heh heh…No. Just stay on this rock. You wouldn't want to end up in another mess like you did with the hyenas…" He said pushing

Simba back onto the rock with his paw.Simba looked up at him, shocked. "You know about that?" He asked, suddenly feeling really embarrassed. How could his uncle know about that? He had thought that only his father knew about that, and nobody else. It was rather shocking to hear that Scar knew; his uncle! He couldn't help but wonder what his uncle thought of him.

"Simba, everybody knows about that" Scar said, tilting his head to the side and lifting a paw into the air. Scar held his paw against his cheekbone.

Simba looked down, starting to feel really embarrassed. He felt like he was in trouble, and he started to wonder what everyone else thought of him. "Really?" He adverted his eyes away from his uncle's and looked at the tiny rock on the ground.

"Oh, yes. Lucky Daddy was there to save you, eh?" Scar said putting him paw around Simba.

Wrapping his paw around Simba's waist, he pulled him closer and nuzzled his mane, pretending to love him like his father would. "Oh, and just between us, you might want to work on that weak little roar of yours. Hmm?" he said letting go of Simba. Then he patted him on the head, then turned and walked away.

Simba finally looked up from the ground and looked at his uncle's retreating form. "Hey, Uncle Scar, will I like the surprise?"

Scar paused in his tracks, then looked over his shoulder. "Simba, it's to DIE for" he half growled, half yelled as he began to finally walk away from the sight. Simba watched him as he disappeared into the shadows before him, and wasn't seen again.

…………

The three hyenas were waiting under a rock for Scar. They were waiting for his signal, and Banzai thought that it was taking him a long time to make it back here. Finally, Banzai gave into his growling stomach, and when his stomach growled again, Banzai scowled.

"Shut up!" Shenzi growled, narrowing her eyes at Banzai.

Banzai shrugged and looked up at Shenzi. "I can't help it! I'm so hungry. I gotta have a wildebeest!" He said jumping up. If his tail was long enough, he would have wagged it.Shenzi pulled him back down. "Stay put."

"Well... Can't I just pick off one of the little sick ones?" Banzai asked, and shrunk back a little when Shenzi shouted at him.

"No…" Shenzi screamed, then lowered her voice. "We wait for the signal from Scar." Shenzi growled. Shenzi looked up at the rocky cliff and saw Scar. Scar nodded, gesturing to the hyena's to move. Shenzi grinned slyly, and started to walk forward. "There he is. Lets go"

…………

Simba snorted and closed his eyes in disgust. He frowned. "Little roar. Pah!" He was sitting down on the rock now, bored out of his mind. When he saw a chameleon crawl over his arms, he looked down at it and grinned, thinking about scaring it. His smile grew even wider, and he stood up and roared.

The chameleon didn't even look at him. Apparently, it didn't even hear his roar the first time. Narrowing his eyes, Simba jumped over the chameleon and tried to roar again. When it didn't work the second time, he became very frustrated. Sucking in a lot of breath, he roared louder and, finally, the chameleon scurried away.

Simba smiled proudly as his 'meow' of a roar echoed in the canyon, then nodded his head in satisfaction as he watched the lizard run away in fright. Suddenly, he felt the ground trembling underneath him. His eyes widening in confusion, he looked down as the canyon floor began to shake. It felt like an earthquake!He then looked up as a stampede of wildebeest started to flood down the canyon walls. His heart started to pound in his chest, and he felt himself starting to panic. His eyes were widened now in fear, and his mouth dropped open as he gasped. He scrambled to his feet, running as fast as he could make his legs go. He had to get out of here!

The hyenas giggled as they finished chasing the wildebeest, stopping at the edge of the cliff and looking down as they stomped through the canyon. Simba zigzagged across the canyon, and he continued to zigzag as he zoomed in and out of the legs of the wildebeest, running faster and faster as the wildebeest stomped after him, his heart was pounding a million miles per minute in his chest.

………

Back at Pride Rock, Mufasa, Sarabi, King Amidala and Govenor Sio Bibble along with several guards, were talking to a hologram of a middle-aged man wearing a green robe. He was Senator Palpatine, he represented both Naboo and Mohatu. "The Trade Federation has tried to kill the king?" asked Palpatine. "How can that be true? I just spoke with the chancellor he sssshhhhrrrrkkk...mmmmrrrrr...kkkkkkk." The hologram was dissolving due to technical difficulties.

Mufasa cocked his head. "Senator Palpatine? Are you there?" He looked to Amidala.: "What do you think could be wrong?"

"A communication disruption could only mean one thing," said Governor Bibble. "...invasion."

King Amidala raised an eyebrow. "Impossible," he said. "How could they have known we were hiding here?"

"My guess is that someone tipped off," answered Captain Panaka. Then he pointed to a Caucasian man dressed just like him, except that he wore a red and silver helmet. "Lieutenant Typho, try to get the signal back." The Lieutenant nodded as he pushed buttons on his belt.

Mufasa took in a deep breath as Sarabi looked to him worriedly. "We have absolutely no means of defending ourselves..."

"What about your imperial guards, like Captain Panaka?" asked King Amidala.

Mufasa shakes his head.: "Against the power of an entire army? They'd wipe us out before they even landed."

Suddenly, Lieutenant Typho's belt began to beep. "Sire, incoming transmission."

Mufasa nodded. "Send it through."

Typho nodded and pressed a large blue button on his belt. Suddenly the dissolving hologram of Palpatine was replaced by a hologram of Scar, who looked horrified. "Mufasa," he cried. "Quick! stampede in the gorge! Simba's down there!"

Sarabi and Mufasa gasped. The king sped off. "Panaka!" he yelled "Come with me, quickly!"

"Yes sire, come Lieutenant!" Soon enough, Panaka and Typho were running along with Mufasa and Zazu, who flew ahead of them.

………….

Zazu flew into the gorge and found Simba hanging onto a limb of a tree.

"Zazu help me!" Simba cried. He was starting to loose his grip on the tree.

"Your father is on the way! Hold on!" Zazu called flying back.

"Hurry!" Simba cried again.

Zazu flew to Mufasa, who was looking through the running wildebeest for his son. "There there on that tree!" Zazu said.

Mufasa noticed Simba, who was still hanging onto the tree limb. He didn't have any claws to hold onto, and he was seconds away from slipping into the wildebeest below him. "Hold on Simba!" he said as he jumped into the gorge. He watched in horror as a wildebeest ran into the tree, cracking it in half."You two," he shouted to Panaka and Typho. "Try to slow down the stampede as best as you can" the two guards nodded and ran towards the front of the herd. Mufasa picked up his sped and, like Simba had done earlier, he zigzagged in-between the legs of the wildebeest, trying to reach his son.

Zazu flew around frantically, his eyes wider than two saucers put together. "Oh Scar! This is awful. What will we do? What will we do? OH! I know! I'll go back for help! That's what I'll do, I'll go back for-" Rolling his eyes at the bird's panicky state, Scar knocked Zazu into a wall of a cliff and knocked him out, then followed Mufasa's progress. He walked back and forth across the tall ledge that he was on as he watched.Mufasa realized he past the tree and turned around just as a wildebeest broke through the tree, finally snapping the tree in half. There was a scream, and the human-cub was thrown a few feet into the air, and Mufasa jumped up as Simba fell into his mouth. Mufasa started running towards the lowest ledge that was a few feet ahead of them, but before he got there, one of the wildebeest kicked Mufasa in the side, causing him to stop in his tracks and sending Simba flying over his head.

Simba landed several yards away from him. With wide, terrified eyes, the young cub tried to maneuver out of the hoofs of the wildebeest, but he couldn't get out of the crowd. Mufasa ran back to get his son, and picked him up in his jaws.

Mufasa ran for the cliff, and he quickly put Simba down on the ledge. Suddenly, the horn from a wildebeest collided into his side, and he fell backwards into the stampede with a surprised yelp.

"Dad!" Simba cried, his eyes widening as the many hairs on his back stood up in alarm. He watched in horror as while looking for his father, eye-searching for him through the millions of wildebeest that was running pass him.

At the very last second, Mufasa leapt out of the herd of wildebeest and landed on the side of a cliff, then started to climb with great difficulty up the sheer rock slope. As he climbed up the rocky cliff, Simba turned and started to climb up to the top of the gorge.

Now out of Simba's sight, Mufasa stopped near the edge of the ledge's opening, right below the lowest ledge. His claws scraped against the rock as he tried to hold onto it. Above him on the ledge was his brother. He looked up, his eyes wide with fear. "Scar!" He cried, slipping towards the bottom. "Brother! Help Me!"

Scar looked down disdainfully down at his brother, and then suddenly latched onto Mufasa's forepaws with his claws extended. Mufasa roared from the sudden pain of Scar's claws, and then he realized, his brother never liked him. His brother was jealous—he had always been jealous of him, ever since they were cubs. His expression slowly changes to one of horror as he recognized Scar's intent.Scar smiled. "Long… Live. The. King!" Scar growled, then threw his brother back, and he fell into the stampede.

"Aaaaaaaaaaaaah!" he cried as he fell to the bottom, to his grave.

"Noooo!" Simba screamed, watching with large eyes as he watched his father fall into stampede. He ran down the slope and into the canyon, as the stampede passed, leaving behind a cloud of smoke.

Simba coughed as he walked through the cloudy air. "Dad?" He called, then he heard a sound. "Dad..?" He turned around, expecting it to be his father, but frowned in disappointment when a wildebeest jumped over a twig then ran off. Simba finally saw his father lying under the broken tree. Simba half walked, half ran over to where his father laid, then nudged him in the side with his head. "Dad?" He rubbed his head against Mufasa's, as a single tear rolled down his cheek. "You gotta get up…please get up! Please!" He pushed on his dad, trying to lift him up from the ground, but the lion was too heavy. "We gotta go home." He tugged on his ear, hoping to get the king to stir from his slumber, but the cub was too young to understand that the king would never awaken from his sleep. However, he knew that his father was hurt. He had to get help!

Simba ran off, frightened. "Help!" He cried, hoping that whoever was there with him would here him, but it was not so. Nobody was here, and nobody would help him—but that didn't stop him from trying. "Somebody, help me!"

He looked around, and when he didn't see anyone coming to help him, tears rolled down his cheeks. He turned back to Mufasa, nudging him with his nose, then crawled underneath his arm and cuddled under his paw, sobbing into his chest. Why wasn't his father moving? He was supposed to move! Why wasn't he moving? He gasped when he heard footsteps and looked up to see Scar approaching him. He didn't want to leave his father's side, so he didn't exactly leave until Scar walked up and spoke.

"Simba. What have you done?" Scar said, and he could've smiled right then and there, but he realized that now wasn't the time.

Simba jumped back, and looked up at his uncle, breathing quickly. He still didn't understand why his father wasn't moving—he was moving just a second ago! Why wasn't he moving now? Was he sleeping? He panicked. "There were wildebeests and he tried to save me... it was an accident..I didn't mean for it to happen. I didn't mean to hurt him!" Simba started sobbing again, and Scar embraced the cub, pulling him close.

"Of course, of course you didn't. No one... ever means for these things to happen." He said pulling Simba close and rubbing his back. "But, the king IS dead." he said, looking down with a mock regretful look at Simba, but Simba didn't seem to notice that his uncle was mocking him. "And if it weren't for you, he'd still be alive. Oh!" He gasped, "What will your mother think?"

Simba sniffled, finally looking up at his uncle with frightful eyes. "What am I going to do?" he asked.

"Run, Simba. run away, and never return." Scar said. Simba ran off, crushed. He could feel his heart drop a million miles into his stomach as he ran off.

Then from out of the dust, Darth Maul appeared behind Scar dressed in a black hooded robe, eyes narrowed menacingly.

"Kill Him." Scar told him, using the monotone less voice that he had always been using.
Maul then literally ran as fast as lightning, chasing the young prince.

Simba broke out of the gorge, seeing the hideous Darth Maul after him, and then in front of him. Screeching to a stop, he gasped as he saw the Sith lord glaring down at him, eyes like fire, nasty teeth gritted at him, and a long silver handle in his grasp. Suddenly, a long red blade shot out from the top of the handle. Maul swung the blade but Simba dodged to the side, terror powering his movement. Maul once again began the chase, but now the three hyenas were with him.

When Simba reached the end of the cliff, he realized that there was no other way out, but down. He knew that the only way to escape the hyenas and Maul was if he jumped over the cliff, so he did jump, rolling down the side of the cliff and flying into a thorn patch.

Banzai noticed that the cliff was coming to an end and slid to a stop, barely making it. Maul stopped beside Banzai. But the others didn't stop, and both Shenzi and Ed collided into the back of Banzai and he flew into the air and landed in the thorn patch. "OWWA!" He screamed jumping out of them, and a few feet into the air, holding his butt. "Ow, oy, eey-ah!" Banzi yipped in pain as he climbed over the ledge of the cliff, glaring at Shenzi and Ed las the two hyena's laughed their heads off at him.

The Hyenas chased after Simba through the canyon, obeying their orders and doing what they were told. Simba continued running until he reached a dead end, then he gasped and looked behind him, noticing that the hyenas were on his tail. Turning back around, he looked for an escape route. He found one, and climbed over another rock that was hidden between a small ledge towards the left of him.

Shenzi noticed Simba running into the desert, disappearing into the sun that was setteling in the horizon. "There he goes, there he goes!" She screamed in excitement.

Banzai removed some thorns from his butt. "So go get him" he said.

Shenzi snorted, and said rather quickly. "There ain't no way I'm going down in there. What you want me commin' out lookin' like you, cactus butt?"

Ed started laughing at Banzai. Banzai glared at him and spit a thorn onto his nose, causing Ed to yelp in pain. Pulling his head back, he rubbed his nose.

"We Gotta Finish the job!" Banzai said as he walked up to Shenzi.

The hyenas argument quickly came to a halt when they saw Maul roll back his sleeve to reveal a control panel on his arm. He began to press a few button and from out of nowhere, four small probe droids flew through the air and silently followed Simba. "Those probes will track him down," he said with a low, menacing voice. "And when they do, they'll contact me, then I'll finish him off."

Banzai, already in a bad mood from plucking thorns out, snorted. "Oh, what, the big bad Sith is afraid of some thorny bushes too? Never woulda thought of it..."

Darth Maul stared at Banzai with his demonic eyes from inside his hood.

Banzai gulped and goes back to plucking thorns from his body. "What... I didn't say nothin'..."

Maul silently began to walk away. "Anyway if he does return, we'll kill him."

"Yeah!" Banzai turned towards the little 'dot' and yelled. "Did ya hear that? If you ever come back,

we'll kill ya!" the words 'kill ya' echoed through-out the desert, but Simba didn't pay any attention to them. The cub continued running, ignoring the burning pain in his chest and the fire in his muscles.

…………..

Later that night, Scar sat at the bottom of Pride Rock, the lionesses gathered around him. They had heard the news of Mufasa and Simba's death, and they couldn't believe it was true. They were hoping that it WASN'T true, but the fact that the two weren't with them at the moment proved that they were dead.

They sobbed as he spoke these words: "Mufasa's death was a terrible tragedy…but to lose our dear Simba, who had barely begun to live…" The lionesses and the guards, who were sitting around the weeping and depressed queen, tried to comfort Sarabi.

Nala sat under her mother, crying her heart out for the death of her friend. She couldn't believe that her best friend, her only friend, was dead. She could remember the times that she had spent with him as if it were yesterday—she still remembered his laughs and playful nature. She missed him dearly, and broke down into weeping, uncontrollable sobs with tears falling down her cheeks, her head lowered in despair and sorrow.

"...For me it is a deep personal loss." Scar continued, closing his eyes, only to open them again minutes later. "So it is with a heavy heart that I assume the throne. Yet, out of the ashes of this tragedy, we shall arise to greet the dawning of a new era, in which lion and hyena come together with the Trade Federation, in a great and glorious future!" Scar ascended to the cliff of Pride Rock as the hyenas appeared everywhere, laughing and cackling with their green eyes glowing in the dark. The Lionesses gasped as they also saw hundreds of giant space ships descending from the sky and landing near Pride Rock.

"Ohh…" Rafiki hummed sadly, shaking his head. After wiping away a tear, he reached up and rubbed his hand across the cub painting he had drawn of Simba two months ago, smearing it. Their last hope, was gone.