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Prologue

The sun had just begun to peek out over the large, flat savannah, animals turning their heads toward Pride Rock. King Kovu and Queen Kiara's cubs had been born.

Rafiki stood at the top of Pride Rock, still strong after all these years of work. He grabbed a handful of white flower petals, flinging them into the wind. Animals gathered below him, Cheetahs next to Zebra, Leopards next to Gazelle, Wild Dogs next to Okapis, all joined in the great circle of life.

The three cubs were brought up to Rafiki, who took the golden cub from Kiara's jaws. Kovu and Simba held the two darker cubs next to him, raising the three royal cubs to the crowd of animals below.

Animals cheered as the cubs were returned to their parents, a smear of ceremonial red fruit juice on their heads.

Vitani pushed through the crowd with her own tiny cubs, watching the ceremony from behind.

Nala nuzzled Kiara. "They're beautiful, dear. You must be so proud."

Kiara smiled. "Thanks, mom."

Kovu smiled at his cubs.

"Oh boy, here we go again. And to think, who'll continue the bug-eating tradition?" Timon asked, holding his hands in front of him.

Rafiki chuckled at the Meerkat's remark. "Da' boys, dat's who. D'ere is two of 'dem."

Timon and Pumbaa's jaws dropped at the same time, speechless.

Kovu looked at Simba. "Two males. What if they're like-"

Simba cut him off. "We'll make sure that won't happen, Kovu. Nothing like that will ever happen again." he said, his now greying mane billowing in the faint breeze like a red flame.

Kiara gently licked the golden cub's head. "And we'll love them either way."

Kovu nuzzled his mate. "We sure will."

Clouds sent a shadow over the two darker cubs, thunder rumbling quietly in the distance.

Chapter One

"Mfalme, get up!" Jeuri yelled, his rich brown fur flopping over his head in several spikes. "Come on, let's go play!"

Nyara bit the golden prince's tail. "Wake up! My mom said she'll take us to the sunning rocks if we're all awake in time! Get... up!" she said, trying to pull Mfalme off the ground.

"Ok, fine!" Mfalme groaned. "I'm up!"

A shadow cast over Nyara's pale sand-colored fur. "Are you ready to go, Nyara?" her mother's voice asked.

"Aunt Vitani!" Jeuri and Mfalme said happily. They ran to her.

Vitani caught Mfalme as he stumbled, still partially asleep. "Woah, now. Be careful, little prince."

Mfalme smiled nervously, embarrassment on his face. "Thanks, Aunt Vitani." he said, rubbing his head.

Vitani smiled at him. "Come on now, Tuhuma's waiting for you."

The two princes and their cousin followed the tan lioness down Pride Rock and into the savannah, towards a small outcrop of rocks where the rest of the pride waited.

"Jeuri, Mfalme! Check out what I can do!" Tuhuma shouted as she stood on top of the tallest rock there. Her pale green eyes narrowed at the edge of the rock as she smiled, running and jumping off and landing on another rock, her tiny claws sending pieces of broken stone flying. "Was that cool or what?"

"Super cool!" Jeuri said. "I wanna try too!" He began to climb the rock, nearly slipping the whole way up.

Tuhuma stepped down next to the others, shaking out her red-brown fur. "Be careful, dumb-dumb. Don't hurt yourself." she joked.

"Yeah, yeah. Go jump in a thorn bush, Tuhuma." Jeuri said, preparing to jump. He ran forward, jumping. His paws fell just short of the rock and his tumbled down into Simba's lap.

Mfalme and Nyara both burst into laughter.

Tuhuma gave her brother a sneer. "Told ya you couldn't do it."

"Now, Tuhuma." Nala began. "Don't be like that."

Tuhuma looked at her dusty brother, a look of irritation forming on her face as her ears folded back.

"How about I show you something cool now." the former queen said.

"What is it, Grandma?" Mfalme asked, his red eyes gleaming in excitement.

"It's a really cool place your Grandpa and I went when we were about your age." Nala responded.

"Oh really?" Kiara asked, a small smirk on her face. "And where is this really cool place?"

Nala smiled at her daughter. "Just near the waterhole, dear."

"Uh, Nala." Simba interjected. "I don't think-"

"Oh, Simba. It's safe there now. Ever since the Hyenas ran off." she said quietly, as to not alert Kiara.

Simba rubbed against her. "Ok, but if you see anything, promise you'll come right back."

Nala gave a small laugh. "I'm not that old. I can still have a little bit of fun, can't I?" She turned to the four cubs. "Let's go now, little ones."

As they walked, the trees grew smaller and fewer, becoming nothing more than spindly twigs jutting from infertile soil.

"Uh, Grandma. Where are we?" Mflame asked, scared. "It's creepy here."

"I like it." Nyara said. "It's really is cool. Thank you for bringing us, Miss Nala."

"You're very welcome, Nyara." She stopped. "Welcome to the Elephant Graveyard."

Jeuri looked around, his green eyes scanning the landscape. "Where did all these bone come from, Grandma?"

Nala shut her eyes for a moment. "They came from creatures called Hyenas, dog-like animals who eat everything in sight."

Mfalme sunk closer to the ground. "What if one finds us?"

"Don't worry, Mfalme. They haven't been around since your Grandpa and I chased them out." Nala reassured.

A deep maniacal laughter filled the graveyard as a huge Hyena emerged from over a rock ledge. She had one bloodshot, red eye. A sickening smile spread across her face.

Nala raised her lip in a growl at the Hyena, pushing the cubs behind her. "What are you doing in the graveyard? You shouldn't be here!"

The Hyena still smiled, ignoring Nala's threatening tone. "My question is... what are you doing here, lion?"

Jeuri took a step in front of his grandma. "You're not supposed to be here because my brave grandpa chased you away! Because you're nothing but a big chicken!" He began making clucking noises at the now infuriated Hyena.

The red-eyed Hyena jumped down in front of Jeuri, her extended claws digging into the stone.

Jeuri fell silent, his mouth hanging open in shock as his ears drooped to beside his head.

The Hyena smiled wider as her good eye inspected Jeuri up and down. A growl rumbled in her throat as a line of drool dripped from her teeth. Her huge paw lifted itself up, aimed right at Jeuri.

Nala lunged at the Hyena, tackling her to the ground with a snarl. "Don't touch my grandson!" she roared, showing her teeth.

The Hyena's spiked hair hung in her face as she looked up at Nala, hate in her eyes. "I remember you, Nala." the Hyena said. "Do you remember me?" She snarled, pushing Nala off and attempting to slash at her with her elongated claws.

Nala leaned back just in time to avoid the Hyena's claws as they swiped at her. "How do you know my name? Who are you?"

The Hyena laughed, throwing her head back. "I am Hatari! Matriarch of the Hyena Clan!"

More hyenas began to appear over the rocky cliffs, all with hungry looks in their eyes.

Nala recognized three of them. One with similar spiked hair to Hatari, one with shredded ears, and one with a particularly savage look in his eyes. She turned back to the cubs. "Run!" She ran after the cubs from behind, keeping Hatari from reaching them. "Don't stop!" she shouted after them.

Tuhuma tripped on a stone, causing her to fall as the others continued to run.

Nala looked back as the other cubs continued to run. She rushed to Tuhuma, who was staring in horror at the oncoming Hyena. She grabbed her in her jaws, turning to run back after the other cubs, who were now further ahead.

"Grandma! I'm scared!" Tuhuma cried out.

"Just keep running!" Nala said through gritted teeth as she carried her back toward the Pridelands. She could see Mfalme and Jeuri ahead, with Nyara nearby. "Keep going!" she yelled.

The three cubs gasped and continued running toward the Pridelands as Hatari surged around the corner with more hyenas, still in pursuit.

As they reached the border, Hatari stopped, not daring to follow them there. She growled. "I'll get you if you ever set foot in my Graveyard again!"

The cubs, now tired, slowed to a stop, with Nala still behind them carrying Tuhuma.

Mfalme was shaking from fear, eyes wide. "Let's not ever go there again!"

"Agreed." Tuhuma said in a shaken voice as Nala set her down. The black dorsal stripe on her head was ruffled and messy.

Chapter Two

Hatari retreated to her den, her teeth still bared. She swished her tail around a few times before letting it go limp.

Three Hyenas followed her in.

"Hatari, we can't do this no more." Shenzi said, her tuft draping over her forehead.

"Yeah, you don't let us do nothin'." Banzai followed up.

Ed laughed, implying a follow-up.

"Yeah, what he said!" Banzai responded.

Hatari snarled, sending a silence over the cave as the trio whimpered in fear at the intimidating Hyena's growl. "I didn't ask for your opinion." She got up, bringing herself to the ledge to look over at the three, still consumed in shadow. "What do you want?"

Shenzi recoiled from Hatari, taking a few steps back. "The cub that Lioness was with. It looked so much like-"

"Scar?" Hatari smiled. "I know. And that's why I have a plan for him."

Red light began to pour from the cracks in the ground, sending a fiery veil over the cave as Hatari laughed, a low menacing laugh as she retreated further into the cave.

"It's not smart to underestimate the darkness..." she growled in a low voice, followed by and eerie chuckle. "I'm not what they think I am. I am darker than darkness, more violent than violence, I am deadlier than death! I am queen of all that is evil!"

Shenzi, Banzai, and Ed gave a small laugh as the looked at each other.

"Hush!" Hatari's voice hissed as a massive shadowed silhouette of the hyena climbed up the wall, showing one yellow eye and one bloodshot red eye.

Growls filled the cave as more hyenas filtered into the holes in the walls.

"I bring poverty, sickness, and death! I am more than evil! I laugh at your pathetic trust! Your hopes are my games! While you burn with your hate, I dance with the flames!" Hatari began to sing as vivid red sparks sprang from the glowing red cracks in the floor. "I am the slickest of all thieves! I steal your hope, your dreams, your love! I answer your prayers for violence and death!"

She paused as she drew herself to the edge of the cliff overlooking the graveyard, the long expanse of bone opening before her. She smiled and gave another low chuckle.

"I am more powerful than all the armies of the world! I have killed more than all our great nation's wars!" she began again as a breeze ruffled her long main. "I am more violent than violence, more deadly than death! So many have fallen at my claws, a choir composed of the sweetest sound! I am relentless, devious, waiting for you in my grasp! I wait for your last breath to drain from your body, the last bit of hope to leave your heart!" she stopped, taking a deep breath, letting it out slowly.

"She is more powerful than all the armies in the world. She has killed more than all our great nation's wars." the mob of hyenas began to chant. "She is darker than darkness. She is the queen of all that is evil."

Hatari gave a maniacal laugh, her red eye glowing brightly as the light in the cave dimmed down to nearly nothing. "The lions have betrayed us so many times in the past. I'd say it's time for a revenge of the most beautiful kind." Hatari sang as her dark silhouette brought itself to the cliff edge to glare down at the hyena trio.

The others did the same, turning their shadowed head and glowing yellow eyes to face Shenzi, Banzai, and Ed.

"Revenge of the most beautiful kind?" Banzai asked.

A glittering white smile spread across Hatari's darkened face. "That's right..." she answered with a growl.

"And what about the lion cub?" Shenzi asked, stepping in front of Banzai as Ed looked at her.

Hatari gave a rumbling laugh. "He will be our bribe, our enticement." Hatari sang slowly as she jumped down in front of Shenzi, grabbing her snout. "We are born of darkness." she said, bringing herself close to her face. "The lions expect us to bow to them, but I say it's time for a revolution."

Hatari put a paw over her forehead, throwing her head back as she let go of Shenzi. "Abuse and hate is all we've ever known. Our hearts are tainted and filled with holes." she sang as she pulled herself up onto a small rock. "We have no future, only a job. We're not here to swindle them, to cheat or rob." she sang slowly, the song nearing its end.

"No more note-taking or fighting time. The hyenas' insanity is in it's prime. Like living corpses of skin and bone, only alive now so we won't die alone..." Hatari stopped looking over her shoulder at the trio. She drew herself closer, her mane billowing in the faint breeze. "We have nothing to live for except to die. And we're taking them with us... So say goodbye." she whispered as the light faded away from the cave, submerging it in shadow.

Chapter Three

Nala walked with the cubs, bringing them back to Pride Rock.

Mflame leaned over and whispered in Jeuri's ear. "That was pretty freaky, huh?"

Jeuri nodded shakily.

Nyara looked up at Nala, who was carrying a sleeping Tuhuma in her jaws. "Miss Nala?"

Nala looked down at her. "Yes?"

"I thought there weren't supposed to be any hyenas in the graveyard." she said fearfully.

Nala sighed. "There weren't. That's why we have to tell your father and Simba right away."

Kovu and Kiara were waiting at the base of Pride Rock.

"There you are." Kiara said, relieved. "We've been waiting for you all afternoon."

Nala looked up at the sunset. She set Tuhuma down and looked at the other cubs. "Why don't you little ones go get ready for bed."

"Yes, Nala." Mfalme, Jeuri, and Tuhuma said in unison as they began up Pride Rock with Nyara in tow.

Kiara looked back to Nala after watching the cubs walk up to the cave. "Mother, did something happen?"

Nala looked at Kovu. "We need to tell Simba too, but since you're here, I'll tell you first."

Kovu's face got serious. "Tell us what?"

"The hyenas are back at the graveyard. We nearly got attacked by one."

"What?" Kovu asked, jumping up.

Nala nodded. "It's best not to let the cubs off of Pride Rock without supervision until we get the problem under control."

"And then the hyena jumped at us and it tried to grab us, but Nala saved us!" Nyara said as she told the story of their close encounter to Vitani.

Vitani continued to bathe Nyara, her son, Asije asleep next to her, his tan fur rising and falling with his steady breath. "It sounds like you were very brave."

Nyara giggled as Vitani began to wash her hair tuft. "Yeah! I was really brave!"

Mfalme and Jeuri sat in Simba's lap, telling him their own version of the story.

Simba gave them a concerned look. "Well I'm just glad you're safe." he said as he nuzzled his grandsons.

"Simba!" Zazu yelled as he and his daughter, Zoza, burst into the cave.

"Hyenas! They're in the Pride Lands!" Zoza squeaked, her sky-blue feathers ruffling.

Simba jumped up, running to the mouth of the cave. "Show me where they are, Zazu." he ordered.

Zazu flapped into the air and took off down Pride Rock, Simba following close behind.

Kovu and Kiara walked onto the rock ledge, followed by Nala.

"So what are we going to do?" Kiara asked. "We can't just keep the cubs cooped up inside."

Kovu sighed. "We'll have to figure out something. We can talk about it in the morning."

"Good idea." Kiara said as she and Kovu began to walk into the den. They laid down on a slightly elevated part of the ground. "We'll talk about it tomorrow."

The three royal cubs climbed up next to them, curling up to sleep.

Jeuri climbed into his mother's arms. "Good night, mama."

Kiara smiled, pulling Jeuri closer. "Good night."

Meanwhile, the hyena trio was busy evading Simba's pursuit.

"Ed, stop stepping on my tail!" Banzai whispered.

Ed laughed softly.

"Both of you shut up!" Shenzi snapped. "We have to be quiet!" she said as she pulled herself through a bush. She turned back to face them. "We're clear. Let's go."

The three hyenas walked through the hole in the bush and followed Shenzi with quiet footsteps. They came up close to Pride Rock, stepping quietly onto the ledge.

Shenzi gasped softly, nearly stepping on a sleeping Nala. She sighed in relief. "That was close. Come on, we have to hurry!" she whispered urgently.

Banzai and Ed followed her into the den, looking around.

"Where are they?" Banzai asked.

"There!" Shanzi said, gesturing toward Kovu and Kiara.

Banzai stepped quietly over lionesses to reach the king and queen, searching them for their target. His eyes fell on a reddish bundle of fur. He wasted no time, gently grabbing the cub and walking back to the entrance.

"Let's go!" Shenzi whispered as the three and out of the den and back down Pride Rock, avoiding Nala on the way.

As they ran back toward the Elephant Graveyard, their footsteps awoke the cub they were carrying. It was Tuhuma.

She began to squeal. "Let me down! Who are you? Mom! Dad!"

The three walked into Hatari's cave, still holding the struggling cub.

Banzai dropped the cub on the ground. "We got the one you wanted, Hatari." he called.

Hatari appeared from the shadows, walking toward Tuhuma and the three hyenas. She stopped, gazing at Tuhuma. She growled at the trio, showing her teeth and glaring at them. "This is a girl cub!" she snarled. "I told you to bring me the male!"

Tuhuma shrunk back against Banzai's leg in fear.

"W-Well, this one could still work, couldn't it?" Shenzi stammered with a nervous smile on her face.

Hatari gave her an inquiring look. "Explain yourself."

Shenzi walked up to the cub. "She's still royal. And if we train her to go against the lions, she could be just as good as one of the males."

Hatari gave Shenzi a creepy smile. "I knew there was a reason I kept you around. A brilliant plan." She smiled at Tuhuma.

Tuhuma looked up at Hatari, her pale green eyes wide in fear.

"Oh relax." Hatari spat. "We're not going to hurt you."

"Y-You're not?" Tuhuma asked, still shaking.

"No. In fact, we have an offer for you." the hyena matriarch began. "If you serve us, we'll let you live after we take over the Pride Lands."

Tuhuma gasped and began to try and run away.

Hatari's stepped on her tail, keeping her in place. "Or you can die." Hatari gave her an icy glare. "It's your choice. But I'll warn you. I won't make the same mistake twice."

Tuhuma nodded shakily. "Ok..."

Hatari smiled. "Good. Shenzi, Banzai, take her home." she said as she turned back into the cave's shadows. "Oh, and if you tell anyone about our little meeting, it'll break our truce. And my offer stands at that." she said, disappearing into the darkness.

Chapter Four

The five cubs were up early the next morning. Asije and Mfalme were wrestling while Nyara and Jeuri were playing tag outside the den of Pride Rock.

Tuhuma sat off to the side, still fearful of her meeting with the hyenas the night before. She sighed, watching her brothers and cousins play together.

Kovu walked out of the cave, Zazu and his daughter on his shoulder.

Zazu hopped down with Zoza next to him. They bowed to the two princes.

"Good morning, young princes." Zazu chimed.

Mfalme and Jeuri stopped, walking up to the majordomo bird.

Zoza hopped up to them, bowing. "Hi there."

Jeuri bent down to look at the tiny bird. "Hello."

Kovu walked up to his sons. "Mfalme, Jeuri, this is Zoza. She'll be majordomo after one of you two becomes king."

Mfalme looked up at his father, his red mane tuft billowing slightly in the light breeze. "But what about Zazu?"

Zazu looked at the golden prince. "Oh, don't worry about me. I'm planning on retiring and allowing the position to go to the next in line."

"That's me." Zoza said in her high-pitched voice. "I'll do a good job. I'll be the best majordomo ever. Right Daddy?"

Zazu smiled. "We'll see, Zoza. Now come along. We must continue your training."

Zoza turned back to face the princes. "Bye, Mfalme. Bye, Jeuri." she said before fluttering off.

The two princess waved at her as her and her father flew away.

Nyara looked at Kovu. "But which one of them will be king?"

Jeuri looked at Nyara, then back at Kovu. "Yeah dad. Which one of us will be king?"

Kovu looked down at his sons, his face blank. "We... haven't decided yet. Your mother and I are waiting until you're older."

"Oh." Jeuri said softly.

"Uncle Kovu, can we go down to the waterhole?" Nyara asked enthusiastically as Asije came up next to her, his brown ear tufts pressed against his ears by the wind.

Kovu gave her a small smile. "Alright. But you have to stay close to me."

"Yay!" Nyara yelled, spooking Mfalme and Jeuri.

Kovu began down Pride Rock, the four cubs trailing behind him. He turned back. "Tuhuma, you're not coming?"

Tuhuma jumped at the sound of her father's voice. "Oh, I'm coming." she said softly, hurrying to catch up. She tucked her tail beneath her as she walked next to her father.

The waterhole was quiet. The clear water was still as the shade from the trees filtered into it.

Timon and Pumbaa were digging in the ground, searching for grubs.

Timon looked at Kovu as he entered through the grass, followed by the cubs. "Good day ,your kingliness." he said. "Care for a grub?" he asked, holding out an orange grub.

"No thank you." Kovu chuckled. He then laid down on a shaded rock, watching as the five cubs ran into the underbrush to play.

"Alright, suit yourself." Timon said as he returned to Pumbaa.

Mfalme climbed over a branch of thorns, running at Jeuri. He ran into him, laughing.

This caused the brown cub to tumble over a small ledge. He hit into something as he came to a stop. He looked up, coming face-to-face with a hyena cub with ice-blue eyes.

The hyena began to squeal in fear, backing up against a rock.

Jeuri approached the cub. "Hey, it's ok. I won't hurt you."

They hyena seemed to calm down a bit, but still didn't speak.

"My name's Jeuri. What's yours?" He held out a paw to her.

The hyena looked at him, her long black mane draped over her right eye. "M-My name's Kimeta. My mother abandoned me here. I'm scared." She spoke fast, barely understandable.

Jeuri smiled at the hyena. "Do you wanna play with me, Kimeta?"

Kimeta's face lightened up. "Sure." As she walked up to Jeuri, he noticed she had several scars on her body, like scratches. "What do you want to play?"

"Hey Jeuri!" Mfalme called from atop the ledge, skidding down the dirt hill.

Kimeta gasped and attempted to run.

Jeuri stepped in front of her. "It's ok. That's my brother, Mfalme."

Kimeta panted heavily, her eyes filled with fear.

Mfalme, Nyara, and Asije stepped through the tall grass into the thicket.

Mfalme gasped upon seeing Kimeta. "A hyena!"

"No, wait!" Jeuri cried, pushing Kimeta behind him. "She's not hurting anyone!"

Mfalme glared at his brother. "But she's a hyena! She's evil!"

"No she's not!" Jeuri yelled angrily. "She's just scared!"

Asije inserted himself in the argument. "Jeuri, you know hyenas have a bad reputation in the Pride Lands. It isn't safe for her to be here."


Kovu parted the grass of the thicket, Tuhuma with him. "What's going on in here? The whole savannah can hear you."

Mfalme looked up at his father. "Jeuri found a hyena!"

"She's not evil!" Jeuri yelled, stamping his paw into the dirt. "She said her mom left her here. She's just scared."

Kovu looked at the fearful hyena cub behind Jeuri. He smiled at her. "Let me talk to her, son."

Jeuri stepped to the side, allowing his father to clearly see Kimeta.

"Is it true, little one?" Kovu asked sympathetically. "Are you alone?"

Kimeta nodded. "My father and I were attacked by a big hyena and my mom took me here. She told me I had to live here from now on."

Kovu looked at her, noticing her scars. He realized she was telling the truth. "Jeuri, bring her with us. Rafiki can do something for her scars and get her something to eat."

Jeuri smiled at her. "Come with us. We can help you." he said, holding a paw out to her.

Kimeta looked at his paw, taking it. "O-Ok..."

They then began their way back to Pride Rock.

Chapter Five

Back at the den, Rafiki was called by Zazu. He walked into the den, carrying his staff.

The mandrill looked down at Kimeta. "It seems her wounds are old." he said. "Here. Drink." he said, pushing a piece of wood filled with water towards her.

Timon hopped up onto Pumbaa's head. "Hey Simba, do you really think this is a good idea? You remember what happened last time."

Simba looked at him. "I remember. But she deserves a chance."

Pumbaa looked up at the meerkat. "Maybe Simba's right, Timon. She's just a little one."

Timon leaned over Pumbaa's forehead to look him in the eye. "Did you forget what hyenas do to guys like us? We'll be lunch by the time that thing's full grown."

Jeuri walked up to him. "Please give her a chance, Timon. It's like you always say, hakuna matata. No worries."

Timon leaned on his hand, grumbling.

Rafiki pulled away the empty wooden bowl. "She should be better now. D'at water will help."

Kimeta pulled herself to her feet. She walked over to Jeuri, her long fur waving with every step. Her eyes were filled with gratitude. "Thank you, Jeuri." she said with a smile.

Jeuri smiled back at her. "You're welcome. Do you wanna play now?"

Kimeta laughed a bit. "Sure."

Mfalme and Jeuri began to wrestle on the grassy plain, Tuhuma and Asije watching from a rocky ledge. Nyara chased after them with Kimeta next to her. The two princes tumbled over a grassy hill.

Chapter Six

Several years passed.

The two princes, now young adults, jumped up from the same spot they played when they were cubs. Mfalme began to chased Jeuri, Nyara and Kimeta chasing them from above the ledge. Tuhuma watched them while elegantly resting on a rocky outcrop, Asije sitting next to her.

The two princes, Nyara, and Kimeta chased each other to the border of the outlands, still wresting. Mfalme's curly red mane and Jeuri's spiked black mane were both filled with dust.

They stopped to catch their breath.

Jeuri laid against a rock on his hind legs. "You ready for round two?" he panted.

Mfalme didn't answer, the smile fading from his face as he gazed out over the horizon. He pulled himself up to look over the border of the outlands. He gasped. "There's four lions out there!"

"What?" Jeuri gasped. He walked up to his brother, Nyara next to him.

He was right. There were four lion-like shapes emerging over the desert horizon. Two were pale tan, one was golden, and one was reddish brown.

"Nyara, get my father!" Jeuri said urgently.

Nyara nodded, her red eyes fixed on him. She then ran back toward Pride Rock.

Kimeta came up next to the brown prince. "I'll help you fight if things come to that." she said, determination in her voice.

Mfalme leaned over the hill to get a better look at the four lions. "They're lionesses. Or at least three of them are."

"Doa, get your tail out of my face!" one of the tan shapes yelled.

The golden shape flicked its long, bushy tail.

"Jeuri, Mfalme!" Kiara called, the rest of the pride following behind her.

"Over here mom!" Jeuri called.

Mfalme roared over the horizon.

Kiara ran over the hill, Simba and Kovu behind her. She stepped up next to Mfalme. "where are they?"

Mfalme gestured to the four shapes, now coming into clarity, appearing over the horizon.

Simba gave a low growl, taking a step forward. He looked to Kovu and nodded.

Kovu nodded back and the two started down the hill toward the silhouettes.

Mfalme and Jeuri ran after them, Kiara and Kimeta behind them.

The two princes met with Simba and Kovu at the bottom of the hill, staring out into the outlands at the lionesses, who were now within running distance of them.

Kovu and Simba roared over the border at them.

"You are trespassing on Pride Land territory. Leave now." Kovu yelled at them.

The four lionesses stopped in front of the four lions. Upon stopping, they realized the fourth lioness was actually a leopard.

"We are princesses of the Flood Land Pride." a pale tan lioness with blue eyes and golden dorsal stripe said boldly. "I am Princess Dhambi and these are my sisters, Princess Kosaji," she said, gesturing to the red-eyed lioness of the same pelt color next to her. Her dorsal stripe was accompanied by a large, mangy hair tuft of dark gold. "and Princess Malisho." She gestured to the rich brown princess farthest from her, her lip raised in disgust.

She looked depressed and refused to look at the Pridelanders. Her red eyes stared at the ground with her small, curly hair tuft draping over her face. Her ankles were ringed by small, tan spots and her ears had two curled hair tufts on them.

Kosaji gave Mfalme a dreamy look with her beautiful slitted eyes. "We seek refuge after our kingdom was destroyed in an attack." Her voice was smooth, but had an eerie stillness to it.

Malisho looked up, her red eyes meeting Jeuri's green ones. She didn't smile, her ears drooping low.

Kovu didn't let his guard down as Kiara stepped up next to him. "I see. And who's this?" he asked, looking at the golden leopard, who had several small scars.

Dhambi looked too. "That's Doa. An orphaned leopard." Her voice had a disgusted tone in it.

Doa shot her a glare.

WIP

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