After a few minutes, the plane landed, and the passengers were granted permission to disembark. The gang grabbed their carryon bags, and headed for the exit. On the way, Timon and Nina were receiving surprised stares, while Max was ignored yet again. He blinked the tears in his eyes away before anyone could see them, and let a smile grow as they stepped out. He sighed happily as they stepped into the airport in Hawaii.

"It's so warm here," Vitawny remarked, as she pulled off her jacket.

"Well it is Hawaii," Max smirked at her, "Oh, I'm so glad we're finally here!"

"You and me both," Timon smiled, as he pulled off his hoodie, "Whoo, Vitawny was right; It is warm here!"

"What should we do first?" Shenzi asked them all excitedly.

"I think we should find a good hotel, and hitch a ride on a limo to it," Nina smirked.

"Limo?" Alika smiled widely, "Oh my God, I've always wanted to ride a limo!"

"Me too!" Cosmo agreed.

"I'll go and book one for us." Nina walked over to the counter, while the others waited in the seats.

"Oh, I'm so glad to finally be here!" Max smiled widely, as he leaned back in his seat, and he nearly faced the ceiling.

"Oh my Gosh!" A young boy's voice yelled excitedly, startling them all, "It's Timon Berkowitz!"

"And his friends from the series!" His brother yelled, "And the two girl hyenas!"

Max furrowed his eyebrows in confusion. "Um, I-I'm here too," He told them, his hands out in exasperation.

"Oh cool," The first boy smiled casually, before he and his brother ran back to their family.

Max let his jaw hang in disbelief, before groaning as he fell back in his seat. "Ugh, why does everybody hate me?!" He exclaimed.

"Nobody hates you," Vitawny smiled, laying her small hand on his chest, "It's their loss; They just don't see how great you really are." She kissed his cheek after he straightened up his neck.

"Thanks Vit," Max smiled, as he kissed her temple, "I'm just glad you were recognized."

"Hey guys, I'm back!" Nina called out to them, as she came rushing over, "The limo will be here in about a minute or two."

"Cool," Cosmo smiled, "Ooh, I'm so excited!"

"Me too," Alika nodded in agreement.

"Anything happen while I was gone?" Nina asked them all.

"Well, these two kids recognized me, Fred, muscle-boy, Monti and the girls," Timon told her.

"Yet they hardly recognized me," Max grumbled loudly, so she could hear.

"Oh," Nina frowned sadly, "Bummer."

"They didn't ask about you, though." Shenzi told her.

"Ah, okay," She nodded, "Well Max, I'm sure someone will recognize you someday."

"Thanks," Max shrugged, "But I doubt it; I'll be a nobody forever."

"Aw, no you won't," Vitawny assured him, "Now come on, let's see that Maxie smile."

"No," He shook his head, but she could see that he was trying not to smile.

"Come on," She said playfully, as she started poking his ribs and tummy over his shirt. Max slapped his hand over his mouth, as he tried to push her small hands away.

"Q-quit ihihit!" He giggled.

"Not 'til I see one of your handsome smiles!" Vitawny teased him, as she shot her hands up under his plaid shirt, and started tickling his sides with her long fingernails.

"Aahahahahahaey!" Max burst out laughing with his hands still over his mouth as he fell on his back, accidentally knocking Monti out of his seat. "Yohohohohu're m-mahahakihihihing a scehehehehehene!"

"Sorry Monti!" Vitawny smiled, as she didn't cease.

"Quite alright," He smiled back in assurance as he stood up, and brushed off his clothes.

With Max, he thrashed and squirmed wildly as Vitawny kept his legs still. By instincts, he shot his hands down, and tried to push hers away. Satisfied, she finally stopped, and let him go. "There's that smile," She giggled, kissing his cheek as Monti sat back in his seat next to the older meerkat.

After a few minutes, Alika spoke up. "There's a limo!" She exclaimed, getting everyone's attention, and waking up Max from a peaceful slumber with his head on Vitawny's shoulder.

"Huh, what?" He mumbled sleepily, rubbing his eye with one hand.

"There's a limo out there!" Alika repeated excitedly.

"But we don't know if it's ours," Nina pointed out, "If the chauffer has a sign that says "Berkowitzes and Friends", then it's ours."

"Ohhh, okay," Alika nodded, understanding. "Sorry," She grinned sheepishly.

"It's okay," Tatiana assured her, "You're excited; We all are."

Out of the corner of her eye, Evie saw that the chauffer had a sign that read "Berkowitzes and Friends" held up. "Hey guys, it's our limo!" She told them, before they all stood up, and grabbed their bags. "Yay!" Alika smiled with ecstasy as they walked over.

Once they were in the limo, Shenzi, Timon, Max, Vitawny, and Evie sat on the left side seats while Alika, Nina, Tatiana, Monti, Fred, Cosmo, and Pimon were on the right. Nina had already booked a reservation at a fancy hotel, and gave the address to the chauffer.

"Um, just so you know kids," She piped up, getting their attention, "The hotel is about an hour away, so it'll take a while."

"Okay," Alika nodded.

"An hour, huh?" Timon confirmed, before smirking evilly, "I think I know how to pass the time."

"How?" Evie asked him. He merely answered with a poke to Max's ribs. Max flinched harshly and let out a giggle, before he covered himself.

"Don't do that!" He glared at his smiling nephew.

"Okay," Timon shrugged, before carefully tackling him to the floor and after wrestling with him, holding his arms up.

"Let me go!" Max yelled, trying to pull his arms down. Evie sat in front of the defenseless meerkat, an evil smile on her own pretty face.

"I'm glad I let my fingernails grow out," She remarked before lightly scratching his clothed ribs. Max gritted his teeth and puffed out his cheeks; The girl's long nails tickled a lot. "Come on Maxie, you know you want to laugh," Evie teased him, moving her hands to his pudgy tummy. Max squeezed his eyes shut as he tried to suck in his tummy, but Evie followed his movements. "He's not budging, Tim," She giggled, moving one hand back to his ticklish ribs.

"I know what to do," The male redhead smirked, before using one hand to hold his uncle's wrists together and hold both of his shirts up, and the other to lightly tickle his bare back with one finger, tracing all around randomly. Max let out a small, but audible whimper as he started squirming and trying to arch his sensitive back away, but Timon kept his finger on it. Whenever he traced dangerously close to any of his sides, Max squirmed harder. When he still wasn't giving in, Timon made a sneaky move: He squeezed his bare side for a split second.

"Aahahahahahahahaey!" Max burst out laughing as Timon traced his finger on his back again.

"Can I join?" Alika asked them.

"Nohohohohohoho!" The grey-haired meerkat yelled, but was ignored.

"Sure you can," Evie smiled at her.

"Yay!" The blonde cheered, as she walked up to him, and tickled his bare armpits under his plaid shirt with her own long nails.

"Aaahahahahahahahaha!" Max screamed with laughter as Evie slipped her hands under his red tank top, and tickled his bare ribs and tummy, occasionally attacking his sensitive waist.

"Hey, we need someone to get his sides," Timon announced to the others, who were watching with amusement. Except Pimon, who was just bored.

"I'll do it," Cosmo smiled evilly, revealing her long, blue-polished fingernails. They were longer than Evie and Alika's.

"Nohohoho!" Max screamed, but was ignored once again. Cosmo sat behind him, and started lightly stroking his ticklish sides and quivering hips. "Gyaaahahahahahahahahaha! Stohohohohohohohohop!" He wailed with laughter as tears fell down his cheeks. Cosmo's long, tickly nails combined with his sides and hips' immense sensitivity equaled a torturous feeling and wild squirming. Without warning, Vitawny sneaked up, and tickled his neck. Max tried to shrug his shoulders up to his ears, but to no avail due to his arms being held up. "Stohohohohohohop! Pleheheheheahahahahase!" He begged them all, crying with laughter as Cosmo's hands traveled up and down his recoiling sides. He desperately attempted to yank his wrists out of his nephew's grasp, but it felt like iron. He didn't know how much more he could take; His tummy and throat were starting to hurt from his hysterical, incessant laughter, and it was getting hard for him to breathe.

"Hey guys, I think Max needs a break," Alika told them as she backed off, and the others reluctantly followed her lead.

"Oh, thank you, Alika!" Max exclaimed, panting heavily as he practically hugged himself. He flopped back down in the seat as Vitawny sat next to him, and the others went back to their places.

After a while, Nina peeked out the window, saw they were stopped in Coconut Grove, and smiled at the others. "We're here!" She exclaimed happily, catching their attention.

"Hmm?" Max opened only one eye as he woke up from his head's place on Vitawny's shoulder, "Wha-what'd you say?"

"I said we're here," Nina gently repeated.

"Oh!" Max's eyes shot open, as he smiled and quickly sat up. "Well, come on! Let's go!"

"You're enthusiastic all of a sudden," Vitawny pointed out in amusement.

"Ah, I rather just be able to get away from everyone," He shrugged and half-joked, referring to the others tickling him.

"Well, you can't stay away from me," Vitawny teased him, as she sneakily slipped a hand under his shirts, and stroked his side with her fingernails.

"Aahahahaey!" He laughed as he pushed her hand away, and pulled his red shirt down. "Come on, let's go." He took her hand in his, and escorted her out, with Nina holding the door open.

"What's this hotel called?" Tatiana asked her.

"It's the "Royal Hawaiian,"" Nina told the blonde, "Pretty nice, isn't it?"

"Whoa," Shenzi breathed out in awe at the sight of the amazing resort. She guessed that it was called "Royal Hawaiian" for a reason; It was huge! And it was right at Waikiki Beach!

"Close your mouth Shen," Timon chuckled, gently pushing her chin up so her mouth was shut, "You'll catch flies."

The group walked in the fancy-looking lobby; Nina went to check them in, as the rest of them sat in the circular couches. Once again, Pimon attempted to sit next to Shenzi, but she and Timon wouldn't have it. Pimon smirked and stared as Shenzi pulled off her sweatshirt, so her revealing top was showing, and tied it around her waist. Timon saw him staring, and gave him a death glare, so he backed off. A minute later, Nina came back, a room key in her hand.

"Okay, we're in," She told them all, as they stood up, "Come on; Let's go."

"What's our room number?" Timon asked her.

It's Number 513," Nina told them, as they headed for the elevator.

After they arrived on the 5th floor, the group exited the elevator, and soon found room number 13. Nina unlocked the door, and upon stepping in, they stared in awe.

(A/N: So... yeah. Cliffhanger. XD The Lion King and its characters don't belong to me, but Vitawny does.)