In the first class laboratory, Shenzi sat in one of the seats first. She set her carryon bag and one of her feet in the seats beside her, until Timon sat in the one her foot was originally on. Vitawny quickly sat at her other side, as Max sat next to his girlfriend, and Evie sat next to him. Timon put his bag in the seat next to him until Nina went to sit there, so he put it on the floor. Fred sat next to her.

Tatiana sat at the window seat across from them, with Monti next to her, then Cosmo, and lastly (and possibly least), Pimon. Funny thing was, they were the only ones in the area.

"Hehe, your lips are purple," Vitawny giggled, referring to Max's face.

"Yeah, I know," He smirked, before kissing her lips.

"Mm, grape," She giggled.

After they took off in the air, they all unbuckled themselves so they could stand up and walk freely. When Vitawny was in the bathroom, Timon had gotten in a physical fight with Pimon after the latter sat in Vitawny's seat and touched Shenzi when she didn't want it. Nina separated them, and threatened to take them all home if they didn't behave, and they immediately obliged, but Pimon sat back in the seat next to Shenzi. When Vitawny came back, she shoved the brown-haired meerkat out of her seat, and sat back next to her stepsister. Nina rolled her eyes at the female redhead's actions, but said nothing of it.

"How long is the flight?" Shenzi asked everyone in particular.

"A few hours," Cosmo shrugged from her place next to Pimon.

"Why?" Vitawny asked the younger hyena.

"I was just curious," Shenzi shrugged, before a yawn escaped.

"You getting sleepy, Shen?" Timon smiled down at her.

"Yea, kind of," She nodded, resting her head on his shoulder.

"Well, it is getting a bit late," Nina remarked after seeing the night sky out her window, and checking the time. "Why don't we all crash for the night?"

"You mean sleep, right?" Tatiana joked, as everyone but Pimon laughed.

"Yeah," Nina giggled, "Come on now." She unfolded the pullout bed from the wall. "Anyone want the bed?"

"Nah, you can have it Ma," Timon told her, as everyone but Pimon nodded in agreement.

"Well…" Pimon piped up.

"Don't even think about it," Timon cut him off, giving him a death glare. "You don't need it, muscle-head."

"Thanks Timmy," Nina smiled, before walking in the bathroom for privacy after grabbing some pajamas.

"Where do you want to sleep, Shen?" Timon asked his girlfriend.

"I'm fine right here," She smiled, her head still on his shoulder.

"Anybody know if there's a second bed?" Max piped up, "I don't think I'd be able to sleep sitting up."

"Hmm…" Shenzi gazed at Max's seat, before getting an idea; She saw that it folded down like a recliner. She jumped down the floor, pulled the top half of the seat all the way back, set a pillow on it, then pushed Max down on it.

"Oomph!" He exclaimed in surprise, as his head landed on the pillow. "You'll pay for that, kiddo," He smirked up at the young hyena.

The bathroom door suddenly opened, and Nina appeared, wearing a pink v-neck t-shirt, light pink socks with white lace, black, white, and pink plaid pajama shorts. "Okay I'm ready," She told them all, "Somebody else can change now."

Tatiana changed into her pajamas, which consisted of white socks with black lace on them, sleep shorts, and a muscle tee both with black lips on white.

Alika had white shorts, a white cami that showed some of her stomach, and had a heart-shaped strawberry on the chest, and white socks with strawberries on them.

Cosmo's pajamas were the same as Alika's, but were a light blue, with roses on the tank top. She also had light blue socks with white lace on the brim. Evie's looked to be from the "Dylan's Candy Bar" company. She had a yellow tank top with a rainbow swirl lollipop on it, white plush shorts with a candy print, and matching slipper boots.

Monti simply wore a black tuxedo t-shirt with black and white plaid pajama pants. Fred had blue Funko Superman boxers, and a Superman red tie costume reveal t-shirt, which Max rolled his eyes at.

He did again and covered his eyes when he saw Pimon; He had a black and white star tank top, and tight black boxers. "What's wrong?"

"I've seen too much already," Max told him, referring to his tight pants. "I'll go change." He grabbed a couple clothing articles before walking in the bathroom. He then came out in black basketball shorts, and a Lucky Brand 'Flag Moto' Graphic T-Shirt with a stars and stripes printed motorcycle on it.

"Ooh, nice," Vitawny smiled.

"Thanks Vit," He smiled back, as he sat next to her.

"I'll go ahead and change," Timon stood up.

"Can I change with you?" Shenzi smirked at him.

"You surely can," He smirked back, before the couple walked in the bathroom together after grabbing some clothes.

When they came out, Timon was in a white, wife-beater tank top, and blue and white plaid boxers. Plus, he still had his black, blue and yellow hoodie on over his shirt. Shenzi had on a black "PINK 86" cropped t-shirt, black PINK fleece shorts, and black and white PINK" knee-high socks. She had no belly ring this time.

"I know the drill," Vitawny giggled, before standing up, grabbing some clothes, and walking in the bathroom. When she came out, Max blushed when he saw her pajamas; She had black and red plaid boxer shorts with a black bow on the waist, and black and red ditsy floral ankle socks. But what really made him stare was her top; It was a babydoll top with pure red sheer lace that started above her ribs with black tulle on the bottom brim. The rest was like a black bra with a little red ribbon bow in the center, and red lace along the top. Max didn't even notice when she sat in front of him. "Max? My eyes are up here," She giggled, snapping her fingers in front of his big, brown eyes.

"Oh! Sorry," He snapped out of his trance, "I, I just…"

"It's okay, I know," Vitawny cut him off, "You like what you see," She smiled seductively. She planted her little black lips on his; But before they got more into it, they were cut off.

"Ahehem," Timon cleared his throat loudly on purpose to get their attention.

"Sorry," Vitawny smiled sheepishly, as Max glared at his nephew.

"Why don't we all get to sleep?" She playfully pushed Max back down on the chair.

"'Kay," Shenzi nodded, before sitting next to Timon, and pushing her armrest up until it was vertical. "'Night, guys."

After only a few minutes, everyone was fast asleep… except Shenzi, and Timon somewhat. Her ecstatic shivering kept him awake.

"Shen, would you calm down?" He chuckled quietly, "You need your sleep."

"Sorry," She whispered, "I can't help it; I'm excited. Plus… I'm a bit chilly."

"Chilly, huh?" Timon smirked. Without another word, he pulled off his sweatshirt, and put it on over his girlfriend's arms and shoulders. "That better?"

"Yeah," She nodded, her cheeks blushing a bit, "Thanks; But what about you? Won't you be cold?"

"Nah, I'll be fine," He assured her, before kissing her head. "G'night, cutie." Shenzi smiled as her blush deepened.

"G'night, Tim." She leaned on his shoulder, and they both drifted off to sleep.

The next morning, Timon was the last to wake up. Or, second to last. When he looked down, Shenzi's head was still on his shoulder, but she was wide awake. "Hey cute stuff," He smiled at her, as he kissed her forehead.

"Hi," She giggled. "I was wondering when you were going to wake up."

"I didn't snore, did I?"

"Well… yeah, you did."

"Oy," He groaned in embarrassment.

"It's okay," Shenzi giggled, "Your snores are cute."

"Are not," He playfully pouted.

"Were too," She playfully argued.

"… You're not gonna quit, are you?" He smirked at her, as she shook her head.

"Nope," She giggled. "Okay, I give up," He chuckled. "Why don't we get dressed?"

"Okay," She nodded, before they stood up, and walked in the bathroom. When they walked out, Shenzi was in a black open-space peplum tank top that showed her stomach; She also had black skinny jeans with two zipped pockets at each side of the front, black karisma bow ballet flats, black rose earrings, and the same zip-up hoodie she wore yesterday. Timon was in a black and white Americana t-shirt, black camo shorts, and black cowboy boots.

The two noticed that everyone else was already dressed for landing; Vitawny was in a black faux leather corset with small spikes on the sides of the bust, a black and red plaid lace-up mini skirt, matching plaid spiked boots, and her hooded jacket from the day before.

"Uncle Max isn't awake yet?" Timon asked Vitawny.

"Nope," She shook her head, "I had a heck of a time coming out of that iron grip of his, so I could pee," She giggled.

"I bet," Shenzi smiled. "We should wake him up."

"Hmm…" Timon thought of a way to wake up his uncle, before Monti spoke up. He was in a white loose t-shirt, his zip-up hoodie from yesterday, black jeans, and black and red basketball shoes. His sweatshirt was tied around his waist. His t-shirt had red and white stripes on the left sleeve, and white stars on the blue right sleeve.

"Look at this," Monti held out a red, handheld mini massager. "It vibrates!" He laid it on his neck, turned it on, and looked like he was in heaven. "Oohoho, that's nice!"

"Hmm…" Timon thought, until a light bulb turned on in his head. "I have an idea; Can I borrow that, Monti?"

"Sure," The blond smiled, before handing it to him, "What are you going to do?"

"Just watch closely," Timon smiled deviously at everyone, before walking up to his sleeping uncle, who was laying on his side, and facing away from him. His t-shirt was bunched up a bit, making Timon smirk. "Observe." He grabbed the shirt's hem, and carefully pulled it higher up Max's body, exposing his side and tummy even more.

"Oh no," Vitawny smirked, "I know where this is going."

"This'll be good," Timon snickered; He gently set the massager, which was turned off, on Max's side, making the older meerkat flinch and mumble in his sleep. Timon cringed, prepared for yelling, but relaxed when his uncle stayed asleep. Stifling laughter, he kept the massager in place, before he quickly turned it on.

"Gyaaaahaha!" Max suddenly burst out laughing from the ticklish vibrations, as he shot awake; His sudden movement accidentally made Timon throw the device in the air, before Monti ran over, and caught it before turning it off. The others were cracking up a storm, especially Timon. "What WAS that?!" He exclaimed, his hand on his side.

"This," Monti held up the massager, before handing it back to Timon.

"It's a massager," The redhead told Max, "It vibrates; See?" Without warning, he laid it on the older meerkat's bare back and turned it on.

"Aaahahaey!" Max laughed, before swatting his hand away, "Don't use that thing on me! The vibrations tickle!"

"No promises," Timon smirked before turning it off, and setting it back in its original place. "We should buy one when we get back home."

"Hahaha, no," Max deadpanned, before he walked in the bathroom. When he came out, he was in black and green split-leg grommet jeans, black sanuk shoes, a red tank top, and a black, red, green, and yellow plaid, button-up t-shirt. "Okay I'm dressed; When are we landing?"

"I don't know," Nina shrugged. Then at the moment she was quiet, the pilot announced that they'll be landing, and for the passengers to buckle up. "I guess now," She giggled, as they all sat back in their seats.

"Oh!" Max exclaimed when he almost fell backwards. "Heh, forgot that it's folded down," He chuckled, as he quickly fixed it and Vitawny's, and buckled himself in.

"You look great," Vitawny whispered in his ear.

"Thanks," He smiled, before looking down at her. "You do too." He kissed her temple, before they all braced themselves for the landing.

"WOOOOO!" Fred howled out, as they felt the plane dip down a bit. His hands were up in the air like they were on a roller coaster; Monti and Max rolled their eyes, but said nothing about it. They wouldn't have been surprised if the passengers in coach heard him.

(A/N: The Lion King and its characters don't belong to me, but Vitawny does, along with the names for Cosmo, Evie, and Alika.)