Alrighty then! Some carp in my life has been dealt with and I can update this, which has sorely needed the love and for that, I am so very sorry.

I would screw around in the author's notes some more... but someone took my tools... so no screwdriver. Otherwise, I would have tried to have some hammer time to myself as well. it works as a wonderful sleeping aid when i cant sleep. XD

Anywho, enjoy, review, fav, follow, etc etc, the usual spiel and something about my over inflated ego.

today's strange snack... lemon pepper chicken flavored jello.


It took surprisingly less time than one would have imagined to convince a secluded culture to break said seclusion for the sake of a large grouping of mammals many times the size of Upendi's normal trade convoys.

That didn't mean getting in wouldn't take a fair amount of time. In order for their safe haven to stay in that realm of reputation, Kovu had to insist that all their cargo and personal items be inspected. To refuse would mean rejection into their city. They agreed with only minor reluctance, not wishing their items to be searched but most of the mammals trying to gain entry had no real semblance of items noteworthy of needing to remain private.

The armor and weapons brought with them were allowed in, but only under guard and supervision. Bogo agreed, seeing no real need to have them in a city with its own guard.

Nicholas and Judith helped guide mammals through after being inspected by the many guards. Since the city wasn't prepared for such a large grouping of mammals to show up, they were all being directed to a vacant district within the expansive underground area.

While not much was known by the mammals coming in, they were told a short summary of why they had an excess of housing to provide.

Apparently, the underground city of Upendi has been expanding and shrinking in population and the past few decades have denoted a fall in population due to emigration to northern provinces by many of their members. To allow greater social cohesion and keep a watchful eye over their populace more effectively, a couple small residential districts were all but abandoned. It worked in their favor, allowing the vast group to easily occupy one of the vacant residential districts.

Food and water, however, was a tougher resource to offer in the quantities they needed. Honey was able to broker a deal of sorts. The city made foraging trips to the surface for food with experienced scavengers and hunters. The deal included that several of their group could serve as pack mammals or help in the scavenging to acquire larger amounts of what they needed to supply their stores. As long as their stores remained at a healthy supply, the city of Upendi was happy to provide them with refuge.

The process of relocation from outside was a daunting one, but relatively short. It took only a couple hours to get everyone inside and guide them towards their assigned area. Everyone was free to explore the city but all were asked to remain in populated areas. Upendi hadn't gained a reputation as hard to reach and such by being overly lax with their security.

"Ah, to be free of indentured labor to wander the world below," Nicholas lamented sarcastically, both he and the grey doe slipping away once duties were done to explore the cavernous city they had neglected to get a good view of when they first came in.

The absence of the sun made it difficult to tell the time down in the cavern, though the luminescent crystals in the walls and the large light up at the very peak of the ceiling of the cave made if feel so night like. They hadn't the chance to examine it before but it appeared to be a giant crystal that radiated a bioluminescent glow like the other smaller ones.

"The 'world below' is brighter than I expected," Judith mentioned, letting her gaze wander the ceiling above, eyes straining a bit against the unbalanced light emanating from everything.

They were walking through something amounting to streets. It looked as if a series of stone tables had been carved into the cavern floor over the years, to allow for a flat foundation to put buildings and streets on. With how uneven the cave floor had to have been in the beginning, it left the city with varying levels that were linked by stairs, ramps, or even pulley lifts. Torches lined the street they explored now, with merchants and vendors selling wares and offering a variety of services.

One of them had a sign out front that had the symbol of a plate and fork, denoting to those who couldn't read that it was an eating establishment.

"Care for a bite?" the rabbit offered, gesturing towards the establishment. A small smirk lined the fox's muzzle as he flicked his eyes down to the bunny and licked his lips lightly, making her shiver just a tiny bit.

"Don't mind if I do," the tod replied, leaning in close to the doe. Her ears flopped back as she blushed slightly at the inference from her question.

"Not what I meant," she mumbled half-heartedly. "I meant…"

"Oh, I know very well what you meant," Nicholas breathed into the grey rabbit's downturned ears. "I have a hunger for something else though." The fox nipped lightly at an ear, letting his fangs barely graze the skin beneath her fur. She withheld whatever noise she dared not allow past her lips, instead letting loose a slow sigh to relieve herself.

"Mammals can see us…" the doe whispered, her gaze darting up to her fox tentatively. Nicholas looked around, seeing quite a few mammals going about their day… or night… with several of their own group mingling with the crowd. Conversations appeared very enthusiastic and attention was split between many things. The street looked about as busy as it could be considering the company.

The thing he didn't notice though, was there was little to no interest in a fox and bunny standing to the side and having a low toned conversation.

"No one seems to care," he continued to breathe in her ears. "I doubt any mammal here cares that much." He straightened up, watching Judith's nose twitch and shiver as he blew a small amount of air on it. "But you're right… I am famished."

The grey bunny doe nodded, relieved her fox let up on the teasing now, trying to will her nose and tail to settle down for now.

The two of them made their way into the restaurant, finding an appropriately sized table to use.

A snow leopard approached their table, placing two small plates and two goblets. She carefully poured water into each, hefting up the pitcher she had as she rested a paw on a protruding hip.

"What can get the two of you?" she asked in a sweet voice, smile soft and heterochromatic eyes of blue and green.

"Would you have any suggestions?" the fox asked kindly, taking a sip of his water. "Wow… this tastes… great. What do you put in this?"

"We have plenty of choices, both pred and prey alike," the feline replied smoothly, setting down the pitcher elsewhere and wiping a paw on her apron. From the stains, it looked as if the leopard did all the cooking and serving herself. Quite possibly, she even owned the place. "And that's just how the water is down here, for the most part. The lotus flowers grow along the water's edge where we gather our fresh water and it adds this latent sweetness to it. We even use it with those passionfruit you probably saw on the way in to brew a tea."

Judith looked a bit shocked.

"I was under the impression those things were dangerous?" the doe said with an inquisitive inflection.

The feline didn't miss a beat as she replied, "Oh, they are, but we found the lotus flower acts like an anti-toxin to it and the result when brewed is a very calming and pleasant tea. Promise."

"In that case," Nicholas started, "bring us some leafy greens and some various fruits, and we'll try some of that tea as well." The rabbit turned to give an admonishing glare to her fox for making that decision without her.

"Sounds great. I'll be right back."

Nicholas turned his gaze back to Judith, who seemed a bit lost.

"Something wrong?" he asked. The rabbit shifted in her seat.

"I just feel a bit… anxious about trying a tea made from a poisonous fruit," she divulged with an averted stare at the wall.

"Well, I wouldn't think mammals here would drink it unless it was safe," the tod explained. He sipped his water, then followed up with, "So, try everything. Am I right?" he chuckled good naturedly.

They didn't have to wait long as the snow leopard returned with a platter of food and drink. Two small cups steamed as a pleasantly sweet and slightly bitter smell wafted into their noses.

Giving them the food furst, the feline lowered two bowls with greens in one and fruit in the other for the two to share.

She then placed a small saucer down with the two tea cups on them, holding out a paw to stay theirs as she spoke up.

"Be careful with this stuff," the leopard began. "We call it Veri-tea for a reason." The fox and bunny exchanged confused stares as they looked back to the mammal, ears poised to listen.

"Why?" both asked in unison.

The feline heaved a short breath to explain, "You know… like verity? Honesty. The tea isn't gonna do anything bad to you but those unused to it feel the effects more heavily the furst time. Most mammals drinking it have a tendency to be… looser with their tongue than normal, saying whatever they will or answering questions asked with less trepidation. It helps the healers in town talk with some mammals afraid to speak up about their problems. To others, it's a nice way to calm down and let the mind become… slack."

"We're not going to be spilling out secrets like a waterfall, are we?" laughed the fox. The feline shook her head and giggled slightly.

"Nothing that drastic."

Nicholas dug around in a small pouch and pulled out a few silver coins, raising his paw to the snow leopard, who offered a paw in return and graciously took the coins, nodding in thanks.

"Before we forget," Judith interjected, "might we know your name?"

"Oh, of course," the leopard yelped, as if she was embarrassed. "Forgive me for not saying so earlier. I'm so used to everyone around here knowing everyone else."

"No worries," the tod waved her off.

"Right, well my name is Penny. This find eatery is my own place, Penny's Plate. Unimaginative, I know, but it's easy to remember for those who aren't fond of tongue twisters."

"Well thank you," the doe offered. "We're…" she looked over to her fox, who shrugged, knowing she was curious as to whether they should use their new names or not. "Judith and Nicholas."

"Nice to meet you," Penny answered. She then ambled away to attend to her other, potentially drunk, customers, both old and new.

Nicholas lifted his cup of tea, sniffing the contents and letting his tongue lash out to give the surface a dip.

"Mmm," he cooed. "Gonna try it?"

Judith grabbed the cup and sniffed it tentatively, her nose subsequently twitching in trepidation of the deceptively sweet-smelling fluid. She sighed.

"Try everything?" came out the nervous question, the rabbit tipping the cup to her muzzle to take a sip….

00000000

"Wait… so, you never kissed a male before me?" Nicholas blurted, genuinely shocked. Judith nodded with a fairly heavy blush tainting her cheeks and ears.

The two were walking along the edge of the city, where the cavern walls curved down into an underground river. They could see the lotus flowers mentioned, growing along vines on the edge of the water and with a few tendrils roping under the water's surface.

"Is that so odd?" she asked in a clearly defensive manner.

The two of them liked the Veri-tea so much, that they had a few servings of the stuff and were now having a very free flowing conversation. Not much of note had been revealed yet, but the freedom felt by the two to talk as they were was… liberating. Nicholas had been forced to hold his tongue for too long and Judith had to bend to her family's wishes and try not to seem too… deviant to their overall plans.

To be honest, it felt a bit like being drunk, but without the haziness. The inhibitions were lowered and though both of them knew it, they barely cared.

"I suppose not," replied the fox tod. "I'm just surprised because you don't see a bunny like you every day. No bucks lining up to court you?" He looked a bit surprised the words left his maw, but shrugged as he realized he didn't care anymore. It was fun to not keep his tongue on lockdown.

"Sure, plenty," the grey bunny fired back evenly. "Most of them were very…" she twirled her paw around at the wrist, coming up with the words, "boorish and barely capable of keeping their eyes off certain aspects." The doe threw a wavering glance over Nicholas, giving him a cursory examination.

He was dressed far more relaxed than before, a slim fitting blouse pulled taut over his broad chest and pants cut right below the knee. It was basically the outfit he wore under his armor. He usually wore loose clothing and in the crystal light, Judith felt it right to get a good look before he hid his physique once more under armor or large shirts. His arms appeared lean before, but when he moved his arms in this state, the grey doe could see the larger volume in his upper arms. His shoulders were broader than she thought as well and his legs… were rather powerful looking. She laughed internally. They would have to be to jump as he does from tree to tree. She wouldn't even mind if he pounced on h….

"Woah!" the bunny blurted. Nicholas jumped a bit.

"Something wrong?" he asked. Judith was a bit too entranced in her own thoughts and the misdirection of such to focus on his question. Instead she searched for something to take her mind off the recent trail her mind tried to blaze. She found something soft and red to look at. The fox's tail wavered in front of her vision, looking rather plush and cuddly. She wanted to hug it.

"Talk about eyeing some tail…" Nicholas spoke softly to her, whipping said tail up to her face and flicking the black tip across her nose, causing it to twitch uncontrollably. He had seen her gaze and smirked slightly.

Recovering in an abrupt realization of what he said, Judith shot back, "Ha! As if you have room to complain. You saw me naked!"

Both of them went quiet, expressions slack for a moment as the words set in.

Then, both of them started to laugh almost tearfully.

"I sure did. Don't regret it either. You have a fantastic figure."

Judith wanted to be angry at his free expression of that fact but couldn't find it in her. She instigated that and all she could do was blush till it showed beneath her fur, her ears burning as well.

"I… uh… you… no I don't…" her voice trailed off as it got smaller in tone.

"Oh, please," Nicholas sassed in a tone worthy of mimicking Honey, "I saw everything, Sweetheart." The grey bunny doe pulled her ears over her muzzle. As if the reaction were an invitation, the fox leaned in with a slaphappy grin. "I saw the cream fur running down your belly, the swell of your hips, and those beautiful legs that I wish I could see a little more often."

"Nooo…" Judith squeaked, squatting down and making herself seem as small as possible.

"Seriously," the tod continued, drawing a whimper from the burning bunny, "I'm baffled how you could look as soft as silk and still have a color to it that reminds me of clouds during a summer storm. I almost pounced on you then and there." The fox would have tried to clamp down on his mouth to prevent more stupidity from gushing out like a busted dam, but he was enjoying his mate's reactions far too much.

Shocked at his admission, brilliant violet orbs peeked from beneath her ears, getting an eyeful of his emerald orbs staring her down with plenty of confidence, tea or not.

"Why didn't you?"

The words left her before she could even sense them leaving her. She clamped her paws over her muzzle and watched in pure horror, though tempered with the smallest degree of satisfaction in the darkest recesses of her mind at seeing Nicholas's face twist into one of amazement and embarrassment.

"I… that was…" he mumbled, unable to comprehend the question, let alone come up with an appropriate answer. The fox tod would have tried to write it off and let the awkward moment bleed away, but the look, that pleading look, in his bunny's eyes. She may not have meant to ask that, but she was hoping for an answer nonetheless.

The red fox cleared his throat, "I didn't… want to…" her eyes looked about to water, so he tried to finish quickly without stuttering, "I didn't want to take advantage of your trust in me. It's hard to explain." He scratched an ear, while averting his gaze.

He couldn't do so for long though. Those amethyst irises pulled his eyes back to her as she got up to pad the short distance, burrowing her head in his chest.

An unfamiliar scent reached his nose, though the fox knew what it was to a certain degree.

Damn, Penny wasn't kidding about the tea, mused Nicholas as he tentatively wrapped his paws around Judith.

She shivered upon contact but didn't shrink away or tell him to back off. In fact, that scent from before spiked a little. Raking his claws over her head, the red fox pet his mate slowly, unable to properly form a coherent thought to say anything.

"You could never take advantage of me…" she murmured into his chest. "You have my complete trust."

"In that case, while I have all of that on the table…" the tod said. He then reached down to grab Judith's tail. Her rear hiked up and breath hitched as a strangled gasp left her.

When he had tried that before, there were witnesses and he realized the small appendage had the softest feel he could ever ask for. Now they were alone at the edge of an underground city with crystals lighting up the darkness, hugging by a river bank. No one could see them.

"Nicholas!" the doe gasped up at him, digging her claws into his chest.

"What's wrong?" he asked in return, staying his paw but not removing it from the shivering tail.

"It's sensitive. Just… not so rough. Please?"

Nicholas gulped and gently moved his paw over her tail, feeling the trembling in his paw as Judith stood on her toes and touched her nose to his. Her panted breaths washed over him, rustling the fur on his muzzle as the fox felt her nose twitch against his.

He was tempted to kiss her, but the sheer aura coming from her gesture made his mind lose its grip with forming thoughts.

Her eyes closed as she nuzzled her nose further against his, gaining some comforting sense of fulfillment the red fox didn't quite understand.

The both of them finally separated, Nicholas's paw removing itself from his mate's tail.

"Um… well… that was…"

"I'm sorry," Judith murmured. "I couldn't help it."

"No! no…" he rebuked, trying to keep her from regretting anything, "I liked it, loved it. You're just… amazing."

"Thank you," the grey doe spoke softly.

In their sweet embrace, they lost a sense of time, eventually making their way back to town.

Kovu and Kiara approached them as they traversed the streets near the center of the city.

"Why, if it isn't the two mammals we wanted to see," Kiara supplied. "We were actually just looking for you and wondered if you could join us."

"Sure," both mammals replied in kind.

"What did you need?" Nicholas continued.

"Well," Kovu began, looking to his mate, "Honey was asking for a meeting to determine a few things and you two were mentioned as being vital to some of it. She's actually setting up now in our conference chambers."

Judith looked to her mate and shrugged. The fox returned the gesture, seeing no reason to refuse his mother.

"Gotta say, I wasn't expecting a pairing such as yourself," Commented the darker lion. Kiara patted his chest with a paw in admonishment.

"You don't approve?" the doe carefully asked.

"I have no objections," Kovu replied, giving his mate a raised eyebrow stare. "I've just never really seen it. Most of our city is predators who have escaped the troubles of the surface. We usually induct new members to our society by word of mouth. your usage of the old passage was quite refreshing though. Last time I saw it used, Kiara's father Simba was in charge down here."

"That reminds me," the red fox started, the group now walking towards a large log building in the center of Upendi, "How does your hierarchy work down here? Royal lineage?"

This time Kiara spoke up, "Actually, It's far more tribal. A leader trains a protégé and treats them like the leader when the time comes for a swap. The two of us have only been at this for about six months honestly. Our family has generally led but that doesn't preclude others from taking the spotlight should a leader not be up to the expectations of their people."

"Luckily," Kovu said, "we don't have an exceptionally large group of people to deal with, making leading and getting to know our populace easier. There's only about twelve hundred of us down here. The city once held up to two thousand five hundred back when Simba was younger. I suppose the prey controlled states surrounding us are causing the predators here to try migrating North."

"Who knows," Judith supplied, "maybe some of our group would rather stay here than move onward to the North with us."

"I won't deny it'll give this city a little more life to have some new faces," the dark maned lion conceded. "Anyways, we're here."

Having padded their way into the building and turned a few corners, Kovu opened a door and let everyone else inside.

Honey, Bogo, Meeko, Akela, and Gazelle awaited them. Kovu and Kiara took a pair of seats at the end of the room, a table with a map in the center of the area.

"Now that the others are here," Honey began, "I can give you all some information I've been working on dealing with for a while." She gestured to the map and let everyone present lock their gazes on it.

"While I have been trying to get mammals to northern provinces, through various means, in order to allow them safety from persecution by prey controlled governing states, my efforts may very well be made much more difficult soon." She paused. "Our efforts have not gone unnoticed and various governing states are trying hard to stop our exodus routes. That's why I had you turn and burn, Bogo. I had to think of another plan and I may have come up with one."

Honey used a small staff to point out a position on the map.

"While other provinces don't want to risk war by openly accepting refuges from the prey states, making out efforts difficult, I found a small neutral area that is well protected by natural elements and is exempt from any war right now. From what I have heard, it's a gleaming city with a kindly outreaching ideal to accept all mammals who wish to join their city. It was started as a monastery in the mountains and grew into the city it is now."

"Why haven't we heard of them before?" Bogo asked skeptically. He got bopped by his mate with a hoof to the shoulder.

"They go by a name that seems right when said but is spelled to honor the species that started the monastery by which the city was founded. Most look it over on a map and don't associate it with the 'legend' as I'm tepid to call it."

"So, what is the name?" Meeko excitedly asked.

Honey pointed to the map at a name above the city symbol.

"Ewe-topia."


Again, sorry for the late release.

And don't worry. this conversation isn't over. got a few more points that will kick off the next chapter. I really wanted to just give Upendi some setting and allow Nicholas and Judith a little fluff... okay maybe a lot. depends on who you ask.

REVIEWS!:

Matri: haha. i just wanted to pull a reference that included a couple having to work together. especially getting into a city named for love. the scene seemed fitting to use as a jumping off point.

akanomie1: You are absolutely correct. I was halfway through writing the crystal path in the ceiling stuff before i connected that in my head. i knew i got it from somewhere but couldnt remember till i was just about past it. I loved that episode of last airbender. and thank you. XD

WildeHopps85: I liked Kovu alot from the sequel and when creating a city called Upendi... i couldnt use any other Lion King pairing. hehe. I'm glad you love the concept and thank you for saying so. I'm trying to up my word count but the past few weeks have been hectic though its getting better so maybe next chapter.

ShadowRaven27: Thank you thank you. i try to make my stuff clever as well as i can. and praise... praise is always appreciated. thank you very much.

Venomheart the Dreamer: Thanks for saying so. and as for the story. i have a direction, and Upendi isnt the end of it. as for the obliviousness to the outside world, i figured their communication in this era would be... delayed by a lot of elements, but they're soon gonna get some news.

I love using disney characters that people already know.

Leon Banz: Thank you very much. Still deciding that pairing problem but i think i have a good feeling about my current direction with it.

judithwildehopps: glad you love it. and I love those two as well. best Disney animated sequel in my opinion.

GusTheBear: I didnt get to include Rafiki that much in this chapter, though they arent leaving Upendi just yet. so... lol.

and thank you for saying so about Nicholas and Judith. i figured gaining entry into a city named for love had to be entered in a way denoting that fashion. trust and teamwork. couldnt think of a test that tested love without bringing in magic. lol and this AU isnt magic inclusive.

DONE!

Now i'm going to curl up in my fox den that i made out of blankets and pillows and cuddle my bun until the sweet embrace of sleep knocks my butt out.

thanks for all the support, and also... i have .n now.

It's under my author name and I'm hoping to try expanding upon that in the future. no pressure to check it out.

Anywho,...

Until next time, It's been a hustle, Sweethearts.