It was a peaceful night in the Pridelands.

The Royal family were sleeping in the den.

Suddenly Simba woke up with a start.

He glanced around and sniffed the air before bolting up, he had caught the scent of hyenas and snakes.

Quickly he nudged Nala.

"Nala wake up quickly there's a invasion" he said.

Quickly Nala woke up.

"Are you sure Simba?" She asked.

Simba nodded,"Wake up everyone else and go to the safe cave, I'll take Kovu and we'll go chase the invaders off" he said.

Nala nodded and went over to her children.

"Darlings wake up, there's a invasion" she said urgently.

Instantly Kiara was wide awake and on her feet.

"Mom, are you sure?" She asked.

Nala nodded, "Wake up your cubs, brothers and sisters, Kovu, nephew and nieces and we'll go to the safe cave" Nala said.

Kiara nodded and began to rouse Kovu.

Once Kovu was awake they began to wake their children.

"Darlings wake up" Kiara whispered gently.

Belee and Denahi groggily opened their eyes.

"What's wrong Mom?" Denahi asked.

"There's a invasion" Kiara said gently.

She bent down and picked Belee up.

Kovu bent down and picked Denahi up and they went outside.

They joined Kopa and Clea who were waiting at the entrance to the den with Kenai and Kia.

Vitani was standing next to Kopa holding Kion.

Kora stood next to her holding Nita.

Kiara handed Belee to Sarafina, then took Kion from Vitani.

Once Kiara's parents and the rest of the pride had joined them, they headed outside.

Simba nuzzled Sarabi, Nala, Kiara, Belee, and Kia, and Kopa  nuzzled Nala, Clea, Kiara, Kia, and Belee, then followed Simba down the path.

Nala  led the the others towards the safe cave and they all filed in.

Just as Kiara was about to follow Belee inside she suddenly heard a noise behind her.

Quickly  she nudged Nala and they made their way towards it.

When they reached it, Kiara gave a gasp of horror.

"Helga!!" She gasped.

"Well hello Princess, we meet again" Helga snickered.

Instantly Nala pushed Kiara behind her.

"Helga what are you doing here, and how do you know my daughter!" Nala snarled.

"Hmm. You mean Kiara didn't tell you?" Helga asked with mock surprise.

"Tell me what?" Nala asked she shot a glance behind her at Kiara.

"I had a run in with your cubs a few months ago, and now I hear that precious Kiara is a mother" Helga sneered.

Instantly Kiara's face hardened, she let out a low growl.

Nala wrapped her tail around Kiara's neck to keep her from lunging at Helga.

"Helga I'm warning you.. If you harm my children, you will hear from me, they've done nothing" Kiara pleaded.

"Very well" Helga said.

She slithered away.

The moment she had gone Kiara collapsed against Nala with a moan of despair.

Nala pressed her body against Kiara's and soothingly licked her forehead and cheeks.

"Mama.. What are we going to do, she threatened my children" Kiara said.

"Shh.. It'll be ok Kiara, I promise we'll protect them, don't worry" Nala said soothingly.

Kiara gazed at her mother and found herself wanting to curl up in her paws like she did when she was a cub.

She settled for pushing her muzzle into Nala's fur.

"I love you Mom" she said.

Nala rasped her tongue over Kiara's ear.

"I love you too" she said.

Just then they heard a noise and glanced up to see Kovu standing in the entrance to the cave.

Automaticity Kiara rushed over and pushed her head into Kovu's mane, desperate for comfort.

Kovu gazed at his mate with a look of affection and concern.

"What's the matter Kiara, what happened?" He asked.

Kiara only shook her head and burrowed deeper into him.

Kovu glanced up at Nala questionably.

Nala came over and whispered in his ear.

Instantly Kovu's face softened and he pressed his muzzle to Kiara's forehead.

"Don't worry Kiara, I won't let anything happen to our baby's" he said soothingly.

Kiara nodded and Kovu pressed his muzzle to hers comfortingly.

Nala came over and flanking Kiara's other side assisted Kovu in getting her inside.

The second Kiara was inside the den she looked around for Belee and Denahi.

She let out a sigh of relief when she saw them curled up with Clea and Vitani

Nala pressed her muzzle to Kiara's before going over to Sarafina.

Kovu led Kiara to a soft mossy nest in a corner of the den and helped her lie down.

Kiara sank down and pressed her body against Kovu's.

Kovu brushed her tail along her flank comfortingly.

Kiara pushed her head under his chin and fell asleep.

Just then Kopa and Simba returned.

Kopa went over to his family and Simba made his way over to his daughter and son in law?, after pausing for a word with Nala.

"Kovu, What happened, is Kiara ok?" He asked.

"She's fine, she's just shaken" Kovu said.

Kiara awakened  by her fathers voice, groggily opened her eyes.

"Daddy?.." She said.

"Hey Sweetheart, I love you, are you ok?" Simba asked.

Kiara nodded shakily.

"Daddy I'm scared" She said.

"It's ok Darling, I'll protect them" Simba said soothingly.

Kiara nodded and pushed her muzzle into Simba's mane.

Simba helped Kiara up and they began to make their way back home.

Kovu beckoned to his children and they followed them.

Nala rounded up the lionesses and followed her family.

When they reached Pride Rock, they filed in and settled down.

Kiara pulled Belee and Denahi into her paws and cuddled close to Kovu.

She sighed then fell asleep.

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