Author's Note: And now for Chapter 3! We'll let Kimba and Simba have a little break with this one. It's probably going to be the shortest chapter you'll ever get from this story. And thanks for the reviews!

Kate: About Mufasa adopting Kimba, I was actually considering that. You'll se what happens later, though.

Ed's dialogue is in italics because while he speaks gibberish, Shenzi and Banzai will know what he's saying. Somehow, they can understand "Ed Language."

Disclaimer: I do not own Kimba the White Lion, or the Lion King.

Chapter 3

Meanwhile, in the Elephant Graveyard, three rather thin hyenas, Shenzi, Banzai, and Ed, were loping aimlessly around.

"Scar hasn't given us any food for days," Banzai complained.

"I know, right?" Shenzi agreed, flicking her tail. "It's as if he forgot about us."

"Either that, or he gave in to his lion instincts and decided to stop feeding us," Banzai grumbled pessimistically.

"Well, let's hope he didn't," Shenzi replied. "What do you think, Ed?"

Ed, who couldn't really talk, responded with a grunt much different than his usual bouts of crazy laughter.

Banzai nodded at Ed. "That sums up exactly what I think."

"And what I think," Shenzi added, scraping her front claws in the ground, unearthing a bone, and eating it before the other two could even open their mouths. "Hardly any marrow," she grumbled. "And no taste left. You boys ain't missin' anything, don't worry."

Banzai stretched out his front legs. "Man, I'm so hungry I can eat an entire elephant!"

"I can eat two," Shenzi countered.

Ed yipped, obviously trying to say, "And I can eat three."

The three of them sat in silence for a while.

"I have an idea," Banzai suddenly piped up.

"Should I be scared?" Shenzi asked. Ed giggled briefly, then sank back into a rather gloomy mood. Banzai glared at both of them.

"No," he replied crossly. "But…perhaps we can show Scar exactly what we think of him."

"And that would be…?" Shenzi interrupted.

Banzai smirked. "How 'bout we drop a bunch of rocks on him?"

"Ooh, now you're talking!" Shenzi exclaimed. "Great idea, why didn't I think of that? How 'bout we gather the rocks right away!"

Banzai nodded enthusiastically, while Ed grinned his signature crazy grin.

After a while, the three of them gathered a bunch of boulders and pebbles alike. Shenzi had gotten most of the good-sized rocks.

"This—had—better—be—worth it!" Banzai grumbled when he added a rather large boulder to the pile and leaned against it, exhausted.

"Oh, don't be such a killjoy!" Shenzi retorted. "It was your idea, anyway!"

Ed yipped. His message was clear: "Scar's coming! We'd better drop these rocks on him right now!"

"He's right," Shenzi remarked. "On three…" The trio got ready to push the rocks off the hill and onto Scar. "Ready? One…two…THREE!"

With that, the three of them pushed the rock pile down the hill they were on.

"Yes!" Shenzi cried before the dust settled. "We showed Scar that hyenas ain't so dumb after all!"

"Uh, Shenzi?" Banzai asked nervously.

"What?" Shenzi snapped.

Banzai flicked his paw towards the middle of the rock pile, where a feline shape was clawing its way out. "That's not Scar…"

Shenzi gulped. "That's not Scar," she agreed.

When the dust cleared, they could identify the feline's species. It was a black panther. He studied the three of them with cold, yellow eyes.

"Which of you came up with that idea?" the panther snarled deviously, looking at all three nervous hyenas.

Shenzi and Ed immediately snapped their heads towards Banzai.

"Uh, um…" Banzai stuttered, then quickly looked at Ed.

The panther growled, and without warning, sprang at the hyenas. Shenzi and Banzai screamed, while Ed yelped, frantically trying to get out of the way. Then, the three of them ran as fast as they could, with the panther hot on their heels.

"At least we have one advantage," Shenzi muttered.

"What?" Banzai demanded.

"We know this place," Shenzi replied calmly. "He doesn't." The trio scrambled over a pile of small bones, while the panther cleared it easily in one bound.

"SCATTER!" Shenzi howled, and Banzai and Ed ran in separate directions. After a while, they and Shenzi met in an elephant skull, panting.

"Did we lose him?" Banzai panted.

"Think so," Shenzi replied.

Ed shook his head, and flicked his paw outside the skull. The panther was there, lashing his tail. He couldn't see the hyenas, but he was obviously looking for them.

"Shush," Shenzi whispered, but Banzai had other ideas.

"HEY, YOU!" he shouted. Immediately, the panther whipped around, unsheathed his claws, and sprang towards the elephant skull.

Shenzi gulped. "We're trapped."

Ed growled at Banzai. "Nice one, smarty."

The panther advanced on them, snarling fiercely. Just as he raised his paw, a voice from out in the distance roared, "Cassius!"

The panther lowered his paw and rolled his eyes. "Coming, Boss!" he yowled back, and streaked off. Shenzi, Banzai, and Ed looked at each other, hardly daring to believe their luck.

"That was scary," Banzai whispered, his eyes wide.

"Made Scar seem like a nice guy," Shenzi agreed.

"Made US seem like nice guys," Ed added.

"Let's go find Scar," Shenzi murmured. "Then, he can tell us what that was all about. Panthers don't even come here, unless they're either really dense or looking for something!"

Author's Note: And, thus, the action starts to heat up, slightly. I don't know how Banzai would be able to think Cassius was Scar, seeing as they look nothing alike. Oh, well. He's Banzai, after all.

Another thing: Throughout the story, I will make a list of KTWL episodes referenced. I don't know exactly why; it's just fun.

Reviews are appreciated!