Chapter 1

A/N: I had been meaning to write a silly story for one of my favorite Disney films for a while. I've always had a soft spot for the villains and felt like they need some love too. This is just a little 'what if' kind of story for my favorite Disney villain.

What if Scar had someone who steered him away from killing Mufasa? What if he was reminded that he didn't need to be king to gain everyone's respect? What if he was fine just the way he was?

Let's see how that would turn out.

Disclaimer: I don't own Lion King, I just own my characters.

This is also written in loving memory of James Earl Jones. No one had an iconic voice like his. No one played a better Disney father like he did. No one brought fear like he did as Darth Vader. He may be gone but he's with the great kings of the past now.

Enjoy!

/

Whoever coined the term 'First is the Worst, Second is the Best' clearly never experienced what it felt like to come second place in everything in life. There was nothing good coming in second place in anything. Everyone wanted gold, not silver. Everyone wanted to be on top, not at the bottom. Everyone wanted a hundred percent, not ninety-nine percent.

Being at the bottom was a crummy feeling. Zoe should know cause that's how she felt all her life growing up.

She grew up in a family of smart, successful business men and women. From lawyers to CEO's it was be number one or disgrace the family. Everyone in her family was expected to succeed and thrive. Her father didn't take failing kindly. He was the kind of man who would say he started off with nothing and worked hard to get where he was today. It didn't matter that the world was different to how it was back when he was young. If you didn't get top grades or have a powerful job, you were a failure in his eyes.

She peered over to her family where her dad laughed at something her brother said. Rolling her eyes, she went back to looking out at the scenery before her. She was greeted to the wonderful sight of seeing the wonders of the African plane.

Why was she in Africa of all places? Why it was to celebrate her brother getting a big promotion at his company! Kevin was a lawyer at his firm. He just won his biggest case yet that got him to become partners with his firm. And since he was the golden child that meant he had to be rewarded for his hard work.

Hence why they were in Africa of all places. Not Hawaii, not the Swiss Alps, it was Africa. What better way to celebrate becoming partners with your firm than by going on a safari where the air was hot and there were a million ways to get killed, be it eaten by a lion or suffering from a heat stroke?

"Look, Zoe! There is a family of elephants just off in the distance!" Her mother said.

Sure enough, there was a small group of elephants not too far from where their van was.

"Yeah, they're…nice I guess" Zoe said.

Her mother made a face at her daughter's sour mood.

"There's no need to be a sourpuss, sweetie. This is an exciting trip! Your brother has finally reached his dream by becoming partners at his work"

"You should learn a thing or two from Kevin. He studied hard and worked to where he is now. If you had done that instead of taking up that painting hobby, you would have had a successful job instead of being a struggling artist" her father said.

Zoe groaned when she heard that. Anytime she 'acted out' her father would remind her that while she was 'goofing off' by painting and not taking life seriously, her brother spent countless nights staying up as he studied for his exams.

Her mother laughed nervously and tried to diffuse the fight that was about to brew.

"Isn't it wonderful to see a new country? It's so different from what we see back home in Devener"

"I'm sure they have a better football team than we do back home" Kevin teased.

Zoe wanted to jump out of this van and let one of those elephants crush her to death. Why was she here? This trip was to celebrate Kevin so why did she have to come along and be reminded how better her brother was than her?

'You just got to deal with them for a week and then you can go back home where you can forget them and they can forget you' she thought.

Their van pulled up to a large hotel where they were staying for their trip. The hostess came out and greeted them as they exited from the vehicle.

"Welcome! We are so honored you are staying here with us!" she said.

"My name is Dakarai. I will be making sure your visit is wonderful"

Everyone greeted her with hellos and waves while Zoe stayed in the back trying to stay hidden.

"Let me show you to your rooms. I know you all have a busy schedule ahead of you so you'll want your rest before you start your adventures" Dakarai said.

The interior of the hotel was like stepping into a work of art. Everything was decorated and painted with various colors and statutes. This caught Zoe's attention. While they weren't masterpieces like you would find in a museum, they had depth and soul to them. These artists put their life into these pieces and wanted to share their stories.

"Here, we express ourselves by putting our stories into our art. When we are no longer on this earth, our art will still tell our stories for us" Dakarai suddenly said.

Zoe jumped when she realized the hostess was right behind her.

"S-sorry, didn't mean to zone out" she said.

Dakarai just laughed and had a warm smile on her face.

"Do not apologize, child. My ancestors would be happy knowing that you are interested in their stories. They always thought that by sharing what they learned in life, they would help someone who is trying to figure out theirs"

Zoe shuffled her feet and looked away from Dakarai. She didn't like the feeling of being exposed by a complete stranger.

"Zoe, will you hurry up? Our hostess has better things to do than stand around watching you gap like a codfish" her father said.

With that, her scowl returned.

"I should have just stayed home" she muttered.

She grabbed her bags and dragged her feet to follow her family.

Dakarai watched Zoe as she left. She tilted her head in thought. Such a troubled soul this one was.

She turned when she heard something rattle. One of the carved statues shook a little on it's own.

"Come now, baba. You can't try to mess with every soul that ventures here" she chided.

The statue shook a bit more.

"Perhaps you're right. I could tell that she's hurting too. It seems whatever is bothering her, she's keeping it bottled up. Poor dear. I can tell her spirit has been chipped away"

The statue turned slightly to look at Dakarai.

"That's true" she said.

A gentle smile appeared on her face.

"Everyone who comes here always seems to find themselves"

She walked away. As she did, a few of the statues and art pieces moved and turned to see where she was going.

"This is going to be a very interesting visit"

/

Off in the Pride Land, Scar growled as he stormed off. Why must he be second place with his brother? Just because he wasn't the first born didn't mean he didn't have what it took to be king. He was smarter than all the other lions in the pride. He could think of ways that would help make the pride lands become better. But alas, Mufasa was the first born so that meant he got the title of king. All he got was being the leader of the lion guard. What good was that title? It didn't demand respect. It didn't hold power. The only thing he got out of it was a powerful roar that he could use when he patrolled the Pride Lands.

He climbed up a tree and flopped down on a branch, making sure he was hidden.

He hated being second best. No one respected you when you weren't on top. They just judged you.

After a while, Scar's scowl vanished and was replaced with a sad look.

No one knew what it felt like to be a 'failure'. They didn't want to know cause they wanted to be with a winner like Mufasa. No one would know what it was like to be him.

He propped his head on his paws and sighed.

Being second best was never great.

/

A/N: Hope you guys like the start to this story. Poor Zoe. Seems like she doesn't have a great family.

And we got to see Scar! Poor little lion can't catch a break when it comes to his brother.

Please review and tell me what you think!

Take care!