Well, I seem to have depressed a few readers with my last chapter. I'm sorry, but I've had that event planned since the beginning. I like her and everything, but it was bound to happen sometime. She's getting older and accidents do happen. Sarabi will be missed.

Okay, I have almost reached the beginning again. I just have to fill in a few more events before the trio ends up back on the cliff edge surrounded by angry lions. Hope that you're enjoying the story and that I don't disappoint you.

Well, things were certainly spiraling out of control into disaster. Timon decided to summarize the last few days in his mind. He managed to completely undermine Simba's faith in his father and the "royal dead guys in the sky" thing. Then, they came home to find out the feline's mother was dead. Thus, they'd gone from happy and content king to withdrawn and depressed lion. And the meerkat didn't know how to fix it.

Pumbaa was better at all the emotional stuff. That was what the warthog did. When a certain sleep-deprived meerkat snapped at a certain nightmare-plagued lion cub, Pumbaa fixed the situation easily with a few words. But this was a little beyond his ability to handle. Sort of like how Zira's betrayal was. Timon was the one to speak to Nala that day and he would have to be the one to help the kid now.

Sure, Simba's remaining family members were trying to comfort him. Nala barely left his side. And any moment Kiara wasn't with Kovu, she now spent trying to improve her father's mood. But the meerkat couldn't help feeling it was still his and Pumbaa's responsibility to take care of him.

Timon moaned to himself quietly, "We need another vacation."

"We just got back, though," pointed out Pumbaa.

"Doesn't mean we don't need another one already. Even a short one might help. Just the three of us go out on the Pridelands, eat some bugs, and get away from all of this… depressing gloominess," he explained, waving his paws around to indicate most of Pride Rock and its inhabitants. "Away from the other lionesses, the big-beaked bird, and everyone. Even if it is only for the afternoon."

The warthog considered his words for a few moments. Then, he nodded in agreement with his friend's statement. Of course Pumbaa would go along with his logic. He'd do anything that might stand even a remote chance of helping Simba. And, since the warthog didn't seem to have any other possible ideas, he would follow Timon's plan.

"Okay, we'll ask Simba if he'd like to come bug-hunting," Pumbaa remarked, climbing to his feet.

Before either of the small mammals could approach their friend or even figure out for certain where on Pride Rock the lion was, a pair of lionesses sprinted into view. One of them was Vitani. The other feline was an older lioness, possibly one from Sarabi's generation. Timon didn't get a good enough look to properly identify which predator it was specifically. Both wore a grim expression as they moved past the pair of prey animals and up the stone structure towards the rest of the pride.

"Something's up," muttered Timon, jumping onto the warthog's back. "Quick. Follow those carnivores."

The felines might have had a head start, but Pumbaa was still able to catch up to the pair just as they reached Simba and began to relay their news. All the other cats turned their heads towards the new arrivals, their ears perked with interest.

"Simba, a stranger is on the Pridelands," Vitani explained swiftly. "A rogue lion, by the looks of him. He wishes to speak with you."

"A challenger?" growled a lioness in the back, one Timon couldn't spot and identify at this angle.

The older feline that brought the news shook her head, "No, he claims he only wants to talk."

"I don't trust him," remarked the former Outlander, "but he can't cause too many problems as long as you don't meet him alone. If you choose to meet with him."

Simba frowned slightly, looking rather thoughtful. Whatever he was contemplating in regards to the intruder, it was certainly taking him a little while. Still, this didn't sound like a good instant for rash decisions. A rogue lion wandering into the Pridelands and requesting an audience with the king was not a common occurrence. Most would either try avoid detection by the resident pride or declare a formal challenge for leadership. Either the stranger was crazy or had something important to share.

Slowly, Simba nodded, "All right. I'll hear what he has to say."

"I'm so glad to hear that, Your Majesty," a new voice stated. "After all, what I've come to offer should be highly beneficial."

Stepping forward, acting as if he belonged at Pride Rock, was the strange lion. In comparison to Simba, his mane was darker and the rest of his fur was paler. But he was a large feline and certainly seemed confident. The unknown predator's eyes briefly flickered towards Timon and Pumbaa, his expression mildly confused, before he resumed his polite and proud demeanor and met the king's gaze.

"My name in Kondo," he began. "And I too rule over a pride. I understand the requirements of leadership and how you must make choices that are best for your followers. I am certain that, once I explain everything, you will see things my way."

"Come on," Timon coaxed. "This is the best spot for worms and grubs. It's an all-you-can-eat buffet. You'll love it."

"Yeah, they're really slimy and delicious," confirmed Pumbaa, trying to urge their friend to display a little enthusiasm. "Which are the best kinds, after all."

"We are not going into this argument again," the meerkat declared. "We've been over and over it too many times to count. Let's just agree that all bugs are good bugs and move on to another topic." After a moment, he muttered quietly, "But crunchy ones are better."

"Are not," grumbled the warthog in an equally soft tone, but noticing that Simba had gained a slight smile as the pair began on that old debate. It was a familiar and almost nonsensical argument, but the lion evidently still found it mildly amusing to see his old friends continue it. "Slimy ones."

"Crunchy," Timon disagreed in a louder voice.

"Slimy."

"Crunchy."

"Slimy."

The pair kept the exchange going, the volume slowly increasing as they walked towards their goal. The sky was overcast and dark, suggesting that a rainstorm might be in their future. But a little water never hurt anyone and rain tended to force worms and grubs to come to the surface where the mammals could reach them easier. They intended to head for the area that they'd been grub hunting back when Kovu was still new to the pride and Kiara was still getting to know the lion, close to the canyon entrance. It was a very bug-rich area and, hopefully, the flock of birds they had to deal with last time would be discouraged by the approaching storm enough not to bother them much. Timon's last discussion (or rather, argument) with Zazu was probably all avian interactions they needed for a while.

Kondo's proposal, for Simba to basically hand over the pride and all the Pridelands to the lion in order to combine their numbers for the good of all, was soundly rejected and Zazu had been muttering darkly about the audacity of the lion. The bird had arrived near the end of the feline's suggestion, but he'd enough to realize how crazy the idea was. As if anyone had any doubt, the majordomo was quick to inform everyone that such a proposal went against all precedent and laws and Kondo was essentially laughed off of Pride Rock. The entire thing still seemed to put Zazu in a rather grumpy and arrogant mood, which was exactly the wrong time for Timon to approach him with the entire "mini-vacation" idea. The bird and meerkat had a rather impressive standoff that lasted a couple of days, neither willing to back down against their stubborn opponent. Finally, the contest of wills was ended by Simba himself telling Zazu that a short trip bug-hunting wouldn't hurt anyone, which led to Timon sticking his tongue out at the avian.

"More filling."

"Tastes great."

"More filling."

"Tastes great."

"Okay, okay, that's enough," interrupted Simba, sounding rather amused by the entire exchange. It was rather nice to hear him acting even slightly happy again. "Do either of you ever get tired with that same argument?"

"No," both of the prey animals answered in unison.

The feline shook his head slightly as the first raindrops began to fall. They'd reached the correct section of the Serengeti, so Pumbaa decided to start sniffing around for the biggest, fattest, juiciest, slimiest grub or worm he could find. But, the moment he inhaled, an unexpected scent captured the warthog's attention. No one else would notice it due to his presence, but Pumbaa had grown used to his strong smell a long time ago and could ignore it. What he could currently smell wasn't the delicious aroma of bugs; it was lions. Lots of lions. Lots of lions that weren't familiar to the prey animal.

"Uh… Timon. Simba," he began awkwardly. "We're not alone."

That small statement had a profound effect of the pair of mammals. Simba grew tense, glancing around the grassland as the rain continued to fall. Timon leapt onto Pumbaa's back, using the extra elevation in order to locate the possible danger. Stretched to his full height, the meerkat stared out at something that Pumbaa couldn't see.

"We may be in trouble," the small mammal finally commented softly. "I don't think that Kondo guy likes taking 'no' for an answer and he seems to have brought back-up. Lots of angry-looking back-up. And they're between us and Pride Rock."

By this point, Pumbaa could make out the a few hints of the predators approaching them. They were definitely stalking towards them and every instinct that the warthog possessed was telling him to run. These were not the familiar lionesses of the Pridelands; these were hunting felines who would love to eat him and any prey animal would react by trying to escape such creatures. Similar to when he first had Nala stalking after him, Pumbaa was on the brink of running away in blind panic. The only thing stopping him was the fact Simba was standing beside him, growling under his breath at the approaching threat. Until their lion moved, the warthog wasn't moving.

"Simba, there's too many to take on," muttered Timon, noticing that the king apparently intended to face the group. "And I really don't want to get eaten. We need to go."

After a second, he nodded and turned away from aggressive-looking felines and broke into a run towards the canyon. The warthog followed his lead immediately, the meerkat holding onto his ears tightly. Their pursuers quickly matched speed, chasing after them. In fact, they were remaining the exact same distance behind the fleeing animals. Pumbaa knew he wasn't usually the quickest on the uptake, but he recognized what they were doing.

"They're herding us," shouted the warthog over the sound of the falling ran and the wind. "They're trying to make us go somewhere."

Simba suggested, "They're probably trying to force us into the canyon. It's narrow enough in a few places that it wouldn't take much for them to trap us."

"Then let's not do that," yelled Timon. "Go right. We can get on top of the cliff before it gets too steep."

Without even slowing down, the running mammals acted upon the meerkat's suggestion. The slight change in direction did seem to have a reaction from their pursuers; Kondo and his pride released loud and angry roars and the chasing felines speed up further. They were even beginning to gain on them.

"Faster," urged the meerkat, tugging on Pumbaa's ears. "Faster would be better."

This time, the warthog didn't respond. He already knew the predators were catching up. Pumbaa kept running as the drop on their left side increased and the rain continued to fall. He knew that if he stumbled or slowed down, he'd be the felines' dinner. And so would Timon since he was riding on his back. All the warthog was concentrating on was remaining near Simba and continuing to move. As long as he didn't trip and he stayed near his friend, Pumbaa knew they would get out of the situation all right.

The optimism abruptly diminished as a quick flash of lightning illuminated the landscape. Ahead of them were more lionesses, the last one scrambling up the edge of the steep cliff from the canyon far below. They were cutting the trio's retreat off and several of the felines were moving to complete the semi-circle. Pumbaa and Simba stopped running as their pursuers slowed to a dangerous stalk again. They were trapped against the cliff edge and there was no way to escape. The only options were falling into the gorge or towards the fangs of the lionesses.

There are moments in your life where you have to take a long look at the insane turn your life has taken and have to wonder how in the world you ended up in this mess. By all the laws of nature and pure logic, he should never have ended up in this situation. A meerkat, above ground in the middle of a thunderstorm, far from any tunnels or even a colony, was surrounded by lions within easy pouncing range. Every survival instinct for his entire species should be screaming at him in complete and utter terror. On the other paw, he came to the conclusion a long time ago that he completely lacked any natural instinct. Which would explain practically every problem he'd encountered since the day he was born.

Kondo and his pride had caught them. There was no way to deny that fact. They were trapped against the edge of the canyon. His lionesses were a collection of violent, well-trained, well-coordinated warriors that would have made Zira proud. They were apparently not taking no for an answer. If they couldn't just ask and receive their prize, they planned to eliminate the only obstacle to their plan and move in afterwards to claim what they wanted. And since a single male lion, a warthog, and a meerkat have no real chance of beating these forces on their own, Timon knew they were doomed. And he really didn't like being doomed.

"You should have taken my offer, Simba," remarked Kondo coldly as his lionesses narrowed the circle around the trio. "You would have stayed alive and I might have even allowed you to keep those two appetizers that follow you around dumbly."

Simba was already growling threatening at the group, but the volume only increased at the comment. If it wasn't for the fact that the speaker was a predator who intended to kill them, Timon and Pumbaa would have complained about being referred to in that manner. Instead, the meerkat held tightly onto the warthog's ears while trying to find a way out of this. The best he'd found so far was a spot between two rocks that he might be able to squeeze into, but that wouldn't help his friends much. The whole mini-vacation idea had definitely spiraled far out of his control.

"We need a plan," Pumbaa stated quietly, eyes darting between the various predators.

"We need a plan," repeated Timon, barely noticing he was stealing the warthog's words again. "And as the brains of this outfit, I'll have to devise one."

Simba, crouching down, advised, "Better think fast then, guys."

The feline pounced forward, throwing himself into the snarling group of lionesses. Instantly, the mob of predators turned into a writhing mass of claws and fangs, occasionally being illuminated by flashes of lightning as they tried to kill Simba. He was out-numbered, but his efforts kept the cats from attacking the other two animals. A better distraction than doing the hula, perhaps, but they needed help to get out of this alive.

"Pumbaa, think you can outrun them?" Timon asked, sliding off the warthog's back.

"What?"

The meerkat explained, trying not to actually think about what he was suggesting and the slim chances it actually had of working, "If you can get back to Nala, Kiara, Kovu, or any of the pride members, you can bring back help."

"I don't know…" began Pumbaa uneasily.

One of the lionesses, knocked away from the fight, glanced at the pair, "I'll take care of the pig."

As soon as the words left her mouth, Timon knew how this would end. Very few animals could get away with calling the warthog that, regardless of how true the term might be in describing him. The meerkat dove for the gap between the rocks he'd spotted earlier. The very angry, very dangerous, very stinky boar warthog charged into mass of fighting lions. Kondo's pride didn't know what hit them as the furious beast struck out at them with hard hoofs and sharp tusks, inventing the new game of "Bowling for Lions" in the process. Once most of the lionesses were focusing on the unexpected attack by Pumbaa, the warthog broke free of them to reach the opposite side of the fight and ran at full speed towards Pride Rock. The majority of the felines, reacting in anger and from hunting instincts, chased after him. A couple of lionesses and Kondo remained focused on their original target.

"Aziza, retrieve them," snapped Kondo angrily. "Faika, stay with me. He's tired. We can take him."

One of the lionesses, a long scratch along her side, nodded and dashed after the missing mob of females. The other one fell into position beside him as they stalked towards the king of Pride Rock.

Simba was still standing somehow. Dripping wet, scratched and clawed by the aggressive females, but he was still on his feet. Timon had to admit he was rather impressed by the lion's endurance or pure stubbornness. Of course, how long he'd stay upright and able to fight was a mystery. Even with fewer opponents now, Simba needed help.

The pair leapt at him at the same time, the male getting a mouthful of mane while the lioness tried to dig her claws into his back. Simba twisted his way out of Kondo's grip and threw a heavy paw towards Faika's muzzle.

Briefly, Timon wondered how in the world he ended up in a situation that he was worrying about the safety of an animal, a predator, so much larger and more dangerous than him. Any other meerkat wouldn't be this concerned about whether or not a lion can take care of himself. In fact, they would probably take this opportunity to make a run for safety since the carnivores were busy. But he was never the most normal of his species anyway and this was Simba. He might not be that little cub anymore, but Timon still saw that same little fur-ball kid they found in the desert that day when he looked at him. And hated the idea that he might not win this fight.

Kondo, snarling fiercely, slammed into Simba while the lioness shook her head after the blow. The defending feline was knocked back by the larger lion and slid across the wet stone easily, ending up a little closer to the edge again and closer to Timon's position between the rocks. Faika, apparently trying to take advantage of the situation, pounced towards Simba. The lion had recovered enough, however, to meet her attack by striking her hard with his paw. The blow had enough force behind it to knock the lioness sideways and stun her.

This move, unfortunately, also left the king of the Pridelands open to a hit from Kondo. The aggressive feline struck Simba in the head with his paw with more force than before, his eyes gleaming with hostility. The blow knocked the lion even closer to the edge, left him lying on his side, and apparently fell just short of knocking him out completely. It was enough to stun him and prevent him from moving out of danger. Kondo took advantage of his opponent's moment of weakness to pounce onto Simba, digging his claws into his enemy.

"And so ends your reign," he growled as lightning flashed around them, his fangs bared and his expression manic. "Your throat ripped out, your little prey animal followers hunted down, and your pride mine."

Timon didn't know what it was, but it was probably similar to how a normal meerkat's survival instincts worked. There was no thought or logic behind it; there was just a reaction to what he saw. Something inside him just snapped.

The meerkat launched himself out of his hiding place. Without hesitation, he scrambled on top of Kondo's head and grabbed onto his ears through the thick mane as he'd done to Simba in the past. Though his short claws were intended for digging through dirt, Timon dug them into the aggressive lion's ears and twisted as hard as he could.

"Don't touch my cub," snarled the meerkat, pulling and twisting at the predator's sensitive ears in a way that he knew would hurt.

As soon as he reached the carnivore, Kondo had paused in surprise at the prey animal's abrupt actions. As soon as he grabbed his ears and began to hurt the lion, the predator snarled and began to jerk his head in an attempt to dislodge the meerkat. As the smaller mammal refused to be shaken loose and twisted harder, Kondo reared back onto his hind legs in order to attempt to swipe at the meerkat with his forepaws.

It almost happened too fast for Timon to notice, but the small mammal could feel the moment that Kondo lost his footing on the cliff edge and began to fall into the canyon. The meerkat didn't get the opportunity to jump off of the falling feline, however. Just as the lion lost his balance, his claws found their target. Timon felt a sharp and agonizing pain as the claws rake across his back, dislodging him from the predator's head and sent him tumbling limply into the gorge alongside him.

Pumbaa ran. He ran as fast as he could, the lionesses following him closely. The warthog wasn't quite fleeing anymore, even with the predators right behind him. He had a goal beyond simply escaping. He needed to reach Pride Rock. He needed to reach help. Simba and Timon were depending on him.

He was not the fastest animal on the Serengeti, but he was fast enough. Pumbaa knew that, as dangerous as lions could be, they weren't distance runners. The lionesses of their pack depended on sneaking close and a short sprint rather than any type of endurance. His pursuers were currently mad at him and probably hungry, but they would eventually slow down. But that didn't matter because the warthog would keep going until he found help.

His friends needed him. And Pumbaa would not let them down. He would find help and make sure that Timon and Simba ended up safe.

He woke up in a thick mass of fog. The meerkat stood up in the enveloping mist, mildly confused. He couldn't quite remember what just happened. Something important just occurred, something that fluttered around the edge of his mind and remained out of reach. That nagging sensation refused to solidify, though it gave him the oddest feeling that something wasn't right about how he felt. Which was silly; he felt better than he ever remembered feeling before. He wasn't sure where he was, the surrounding cloud mass even hiding the ground beneath his paws from sight, but he felt perfect physically.

But he wasn't alone. He couldn't see very far in any direction, including down, and all sound seemed muffled to the point where he couldn't hear his steps, but he could sense numerous animals nearby anyway. The meerkat didn't know how he knew they were out there in the fog anymore than he knew where he was, but he did know they were out there. Honestly, it was a little creepy and he wanted some answers.

"Uh… hello? Anyone want to tell me what's going on?" he called experimentally, the mist seeming to swallow up his voice before it could travel very far.

At first, he believed no one heard his question. Then, a rather large figure began to separate itself from the fog. As it came closer, the meerkat made two very important discoveries about the arriving being. One, it was a rather large male lion. Two, he didn't recognize the feline. These two key facts meant there was absolutely no reassurance that this carnivore wouldn't eat him.

He couldn't risk running. With this cloud bank, he could quite easily fall off a cliff. That thought tugged at the troublesome memories he couldn't quite recall, but his current panic was a greater concern for him. The meerkat instantly dropped to his knees and began frantic begging.

"Please, don't eat me. I don't taste that good anyway. And… and I'd only be about a mouthful. A small mouthful."

"Calm down," the lion ordered gently, his voice firm and deep. "I am not here to harm you."

"You're not?" asked Timon hopefully. "Well, what are you doing around here? The only lions who show up that aren't part of the pride are those like Zira or Kondo…" A sliver of memory crept back to him, causing the meerkat to tense again. "Wait, he was attacking Simba. What happened? Is the kid okay?"

"He's fine," the large feline assured. "Simba is safe."

Timon narrowed his eyes suspiciously and asked with as much accusation as he would risk against a strange predator, "And how would you know that? Just who are you?"

"Who am I?" he asked, tilting his head slightly. There was something oddly familiar about the lion. He looked like someone the meerkat knew, but he couldn't quite place him yet. The feline shook his head, his reddish mane catching Timon's eyes. "I suppose the only way to answer that fully is to explain who I used to be."

The lion began walking forward, his paws sinking into the mist. The meerkat, not knowing what else to do, followed. For some reason, it didn't surprise him that the fog-enshrouded landscape remained just as featureless and strange as before.

"Once, I was a leader," the lion described as he walked. "I guided and ruled my kingdom as best I could. I may not have been perfect, but most seemed to think I was a fair individual. In time, I gained a new and even greater responsibility. I became a parent. From the moment my son came into my life, everything changed."

Timon could understand that. He remembered how much things change when Pumbaa and he gained their own lion cub.

"My son had a real talent for finding trouble, but I loved him regardless of how many times I had to get him out of it," smiled the predator sadly. "I would have done anything for him. And my brother knew that. He wanted to be king in my place, though I was blind to the true extent of his ambition at the time. I could never have imagined the lengths he would go to. I trusted him and he betrayed that trust."

The meerkat began to suspect something that sounded impossible. The lion looked so similar to another he knew. And the story was beginning to sound equally familiar. The idea was absolutely crazy, but it fit snuggly with something Simba once described to his scoffing audience. It would also explain his odd surroundings and why he couldn't even see the ground through the cloudbank. But if his insane idea proved to be true, he really didn't like what it would mean about his own situation.

"My brother decided to turn against his family and to remove the only obstacles in his way. He placed my son in harm's way, trapped in the gorge in the middle of a stampede. Then he told me of my son's predicament, knowing I would risk any threat to save my cub," the lion described. "I managed to reach my son and get him to safety. I had a harder time getting out of that canyon myself. I almost escaped to safety, climbing the sides of the gorge until I reached my brother. I asked him to help me, just as I would have helped him." He paused momentarily and Timon knew for certain whom he was talking to. The meerkat knew the true identity of this lion. "Instead, Scar threw me back into the canyon, back into the stampede, and young Simba was forced to witness my death."

The memories that had been evading his grasp finally solidified, allowing Timon to recall what happened prior to his arrival in this strange region. Rain. Lightning. Lionesses. Simba. Kondo. The cliff edge. His cub. Claws. Pain. Darkness. It made sense now and, surprisingly, accepting the truth wasn't nearly as hard as it should have been. He wasn't upset about what happened to him. He wasn't angry, scared, or sad about his situation. Timon felt very calm and resigned to his fate.

The meerkat, not certain what to say to the dead king leading him through the thick clouds surrounding them, quietly remarked, "I'm sorry, Mufasa."

Cliffhanger! Oops, sorry about the bad pun there… How is that for a twist? How many of my readers saw that coming? And the story isn't over yet. I promise that I'll explain what's going on in the next chapter and all of your questions will be answered.

I appreciate the feedback so far for this story and hope that you're enjoying it. Feel free to review since that makes me happy. Thanks.