Disclaimer: I DO NOT take credit for The Lion King characters or their respective storyline. They are owned by Walt Disney. This story is just a depiction of said story with the characters turned human, as an appreciation for the tale. Some original characters and ideas will appear, and I will take credit for them as they do. I hope you guys enjoy and let me know what you think of the idea :). Note: this is rated T for possible language and possible slight violence.

If you're actually reading this right now, kudos for sticking around this long. P.S. chapter 8 is already up too. Go check it out!

The (Human) Lion King—the Retelling of a Classic Tale

Chapter Seven: A Devious Plan/Be Prepared

Deep in the depths of the Warriors Graveyard, the mouth of a massive cave opened between an out crop of boulders littered with bones. The cave was large enough to house the many Turncoats who lived there and protect them from the harsh environment of their home. It was cold, damp, and dark, but it was better than nothing. Most were huddled around the small fire that burned on a small pile of twigs when Benny, Shay, and Ed barreled in, running and out of breath. One of the younger Turncoats, trying in vain to warm himself, laughed at their appearance.

"Geez, what happened to you guys?" he asked, seeing Benny's black eye and the cut running across Shay's face. "You look like you've been run over by a horse, Benny!"

Benny self-consciously (and gently) reached a hand to his swollen eye and broken nose which were now turning a black and blue color, a memento from King Michael's fist. Benny frowned and narrowed his eyes as best he could at the young man. "Shut up, Zane."

"So where were you guys tonight?" Zane stood and extinguished the small flame with the heel of his boot, initiating groans of anger from those who had been huddled around it. Zane ignored them and continued, "Off running errands for your little prince?" he sneered.

"Mind your own business," Shay snapped. "Don't you have some chores to be doing or something? Someone else to piss off, perhaps?"

Zane shrugged, unfazed by the insults. "Whatever. I just hope you guys don't get your asses in hot water all because of him. We'd all hate to see that happen." He laughed as he sauntered away. Shay moved like she was going to pursue him and teach him a lesson with her fists, but Benny pulled her back.

"Let him go, Shay. He's not worth it."

Shay spit in frustration. "I hate that guy!"

Benny scoffed as he began to rebuild the meager fire Zane had destroyed. "You wanna know who I hate? That lousy, no-good, rotten King Michael!" he said, earning grunts of agreement from the others around him. He touched his swollen face and winced. "I won't be able to breath properly for weeks!" a snort of laughter erupted from Ed, who tried to stifle it by covering his mouth with his hands. Benny glared at him. "It is not funny, Ed."

Ed could not contain himself any longer and he burst into hysterics, tears forming in his wild eyes. Benny was growing more and more frustrated by the second. "Hey, shut up!" he shouted. He was met with only laughter in return. "Why, you little—" benny lunged at Ed and the two began to tussle. Shay groaned and rolled her eyes.

"Will you two nitwits knock it off!?"

Benny pushed Ed away roughly. He had stopped laughing and was now chewing on his tattered shirt sleeve. "Well he started it!"

"Oh grow up! Look at you guys, you're pathetic! No wonder we're dangling at the bottom of the totem pole."

"Man, I hate dangling." Benny said, his anger at Ed easily forgotten.

"Yeah? You know, if it weren't for those stupid Royals, we'd be running the joint." Shay ranted.

"Uhhh, but, wasn't it our ancestors who started the rebellion in the first place, banishing us all to this god-forsaken graveyard?" Benny asked, confused.

"Shut up, Benny!" she barked. Both Ed and Benny cringed. "The point is, the Royals are nothing but a bunch of conceited, pretentious, uptight prudes. I hate them! They're so pushy."

"And hairy!" Benny chimed in.

"And stinky."

"And man, are they—"

"UGLY!" they shouted in unison. The pair laughed almost as maniacally as Ed, not noticing the figure that approached them from the shadows.

"Oh, come now," the figure boomed, his voice echoing off the cave walls and startling the three Turncoats. "Surely we Royals, as you call us, are not all that bad?"

Shay and benny exhaled in relief as they recognized the voice. "Oh, Scar. It's just you." Said Benny.

Shay laughed nervously. "Yeah, we were afraid it was somebody important."

"Yeah, you know, like…like King Michael."

Scar, who had stepped forward into the dim light, scowled disdainfully. "I see," he said, not even trying to hide the loathing in his voice.

"Man, I just hear that name and I shudder." Shay said.

Benny crept up behind her and whispered right in her ear, "Michaeeeeeeel." She shivered, then laughed.

"Do it again," she joked.

"Michael," Benny repeated, and Shay shivered once more. "Michael, Michael, Michael, Michael, Michael!" the trio all began laughing hysterically, unable to control their fits of hilarity. Scar stood with his hands jammed in the pockets of his long black overcoat, an unamused look on his face, and groaned.

"I am surrounded by a bunch of IDIOTS." He mussed.

"Well not you, Scar. You're the exception, you're one of us." Benny corrected. "You're our pal!"

Scar rolled his eyes. "Charmed."

"Ha!" Shay laughed and slapped Scar on the back, much to Scar's dislike. She obviously did not recognize the sarcasm in his voice. "That's what I like about you, Scar. You aren't king, but you are still so proper. Very classy!"

"Exactly!" benny readily agreed. "Hey, speaking of classy, did you bring us anything to eat ol' buddy, ol' pal, huh? Did you? Did you? Did you?"

Scar took a fraction of a moment to contemplate his relationship with these three. They had met long ago, as adolescents. He had only decided to 'associate' with them in defiance of his father. Alexander would not be able to stand the fact that the King's own son was conspiring with Turncoats.

Of course, they were easy to conspire with. Benny, Shay, and even the dumb one, Ed would do his bidding for things as simple as cloth for clothes or scraps of meat. On the plus side, they were the only people who would listen to his ranting on his hatred for his father, his disdain for his brother, and his desire to do something about it. Surprising to Scar, they seemed to feel almost exactly the same way.

Over time, Scar grew fond of their secret meetings. They looked up to him, respected him, made him feel important. He liked that. Still, they were just a bunch of ragged Turncoats. But, he guessed, beggars can't be choosers. He pulled a small haversack from his inside coat pocket inside contained cheese, bread, grapes, and sausage left over from afternoon lunch. Benny and the others perked up immediately at the sight of it. Scar frowned.

"I don't think you actually deserve this," he spat. "I practically gift-wrapped those stupid children for you, and you couldn't even dispose of them." He paused, watching his so-called friends stare lustfully at the food he held in his hands. He tossed the bag the bad to their feet and the trio all dived for it at once unashamedly, devouring its contents like animals.

"Well you know," Shay said, her mouth full of cheese and bread. "It wasn't our fault. They weren't exactly alone, Scar."

"Yeah, what were we supposed to do? Kill King Michael?" Benny asked, joking.

Scar smiled evilly as his green eyes seemed to take on an extra glow. "Precisely," he hissed slowly and deliberately, as if that had been the plan all along. Shay and Benny stopped eating, taken aback by their friend's declaration. Even Ed looked surprised.

"C-come again?" Shay sputtered after regaining her composure.

"You heard me, Sheila." She frowned as he said her name. Only Benny called her Sheila, and even that was on rare occasion. Everyone else called her Shay, per her request. She hated the name Sheila, especially when Scar used it. He usually only did it to annoy her and it always worked.

"Wait, are…are you serious?" Benny asked.

Scar pointed out how beat up the trio now was. "Look at what he has done to you!" he shouted, his pent up anger finally bursting to the surface. "All of you! He's done much worse to me, I can assure you." He subconsciously reached a hand to his eye and stroked the jagged scar on his face. His eyes narrowed. "Well I say ENOUGH!" his shouting was beginning to attract attention of the others, who were poking their heads out from the shadows they lived in to see what all the commotion was about. Scar addressed them all, "You have all lived in fear of my kingdom and its rulers for decades, hiding out in this hell hole you call home. You have all been punished for a crime you yourselves did not commit! I say you have waited long enough! Far too long! It is time to finish what we started; together, we can reclaim what is rightfully ours—what is rightfully mine!" a few whoops and hollers of agreement sounded from the gathered crowd. "If you, my friends, help me to claim my throne, my kingdom, then I swear to you by the Great King's above, you shall have a place in my kingdom, and you will NEVER go hungry again!"

Cheers erupted from the Turncoats who were listening. The prospect of finally having roofs over their heads and meals in their bellies encouraged them to rally behind their unusual ally. Scar smiled, filled with a sense of adrenaline as they all began chanting, "Long live the King! Long live the King! Long live the King!" he couldn't help but let out a satisfied chuckle. From here on out, it would all be too easy.

A tap on his shoulder brought him out of his victory trance. He turned to see Shay glaring at him intently. "Are you sure about this?" she asked, concerned. "I mean, do you actually know what you're doing?"

Scar scoffed. "Do you take me for a fool, Shay? Of course I know what I am doing! I have a devious plan up my sleeve, and it is impossible to fail."

She cocked her eyebrows. "You sound very sure of yourself."

"Oh, I am dear. I would need your help, of course."

"…I don't know, Scar. The prince and his little girlfriend were one thing, but King Michael himself? I don't know if I could—"

He moved close to her, barely leaving space between them. Slowly, he moved his fingertips down the tender cut across her cheek. Shay's breath hitched at his touch. "It would involve revenge on the little brat who gave you this." He whispered, his voice barely audible. She looked up into his eyes, filled with so much anger, bitterness, and determination. She liked what she saw. Scar was one of her oldest friends (if "friend" was indeed the appropriate term.) she would follow and support him to the grave.

"So, what's the plan?"

For character references, here is who has been introduced from the movie so far:

Michael- Mufasa

Ezekiel- Zazu

Sarah- Sarabi

Samuel- Simba

Thomas- Scar

Renée- Rafiki

Nina- Nala

Elizabeth- Sarafina

Shay- Shenzi

Benny- Banzai

Ed- Ed :)