"What's the reason you wanted us here tonight?" Simba asked Rafiki.

"And why did you say this would be the last meeting?" Nala asked him as well.

"Because aftah dis, I can help you no more. I can only tell you dough, dat when times become harsh, simply go to Priderock, because dere you will find kikoa." Rafiki said.

"Ki-whata?" Shenzi and Banzai said in unision. Rafiki whacked them both over the head with his stick.

"Ow!" they said, and growled as they rubbed their heads in pain.

"Kikoa. It means 'cooperation.'" Rafiki said.

"Cooperation? What makes you think they'll be cooperation at Priderock.?" Nala asked him.

"Yeah 'cause when times usually get bad that place is usually where there's the least cooperation." Shenzi said.

"Well, I have said what I need to say. Good luck to you in getting your bodies back." Rafiki said.

"What?" the four said in unision as they turned to see him, but Rafiki was already gone.


"Well that was short." Simba said as the four walked from the tree.

"I wonder what he meant by 'when times get harsh'." Nala said.

"Who cares? Now I got a pain in the neck, and the head!" Shenzi said.

"Well, if this switch does become permanent, that's not the only pain you'll feel, sooner or later." Nala said.

"What're you talkin' about?" Shenzi said.

"Well...as king and queen, it is your duty to do what's best for the kingdom, you know that right?" Nala said.

"Right." Shenzi and Banzai said, not knowing where she was going.

"Well, that means...sometimes bringing one or a few new faces into the picture." Nala said. Then looked at Simba, who's eyes widened when he realized what she was talking about.

"Oh, right." he said.

"What?" Shenzi and Banzai said in unision.

"Well, let's just say that, you two might need to..." Simba trailed off.

"Well.." Nala said, also trailing off.

"Ok will you two just get to the point?" Shenzi said. Simba and Nala looked at each other worriedly, then backed a few steps away from Shenzi and Banzai until a tree was between them.

Shenzi and Banzai cocked an eyebrow at each other. Nala decided to be the one to tell them.

"Shenzi, Banzai, if you two do become the king and queen of Priderock then, that means, sooner or later, you'll have to...produce an heir." she said.

Shenzi and Banzai looked beyond appalled. Their eyes wider than dinner plates.

"WHAT?!" they screamed in unision. Then they both walked towards them, Simba took a couple steps back but was surprised when he saw Nala wasn't backing up from them as well.

"You mean ta tell us that unless we get our bodies back then we gotta-?!" Shenzi trailed off. Simba and Nala nodded their heads.

Shenzi and Banzai looked appalled for a few more seconds, then looked completely determined and stubborn.

"No!

No way!

Uh-uh!

Sorry, ain't gonna happen!" they said, both going all-out against what had to be done if they were made king and queen.

"But you'll have to!" Nala and Simba said in unision.

"I'm the queen, I say what I have to do!" Shenzi said in Nala's face.

"Yeah!" Banzai said.

"Well if you don't then whose gonna take over after you two retire?" Simba said.

"I don't know but I am not, havin' any kids in this body!" Shenzi said.

"Well maybe you could tell somebody about it." Nala said. Shenzi and Banzai looked at each other, they weren't about to say that Ed knew about the whole thing.

"No wait, that doesn't sound like a good idea." Nala said after seeing them react.

"Look if you two do this for us we promise we'll do whatever it takes to keep this from getting to T, or Ed. Whaddya say?" Simba said.

Suddenly, Shenzi and Banzai looked stubborn and determined again.

"We are not amused!" they said in unision. Simba and Nala rolled their eyes.

Suddenly, they all heard rustling in the tall grass a few feet away from them.

They turned their heads around to see something coming at them very fast. Nala hid behind Simba, while he and Shenzi and Banzai started growling at whatever what was coming at them.

Suddenly, a hyena rolled clumsily out of the tall grass. Shenzi and Banzai looked surprised but Simba and Nala were confused.

"Ed?!" Shenzi and Banzai said in unision.

"What are you doin' here?" Shenzi asked him. Ed babbled a few words. Shenzi looked at Banzai and Nala looked at Simba.

"He said he got thirsty." Simba and Banzai said to them. Ed babbled a few more words.

"Now he asked us what we were doing out here." Simba said to Nala.

"Actually, he wants to know what we're doing out here." Banzai said, talking about himself and Shenzi.

"Well technically yes but-" Simba trailed off when he realized what Banzai meant. Nala looked confused when she saw Shenzi smirking at her.

Suddenly, both former lions figured it out.

"Ed knows?!" they said in unision.

"Oh did we not mention that?" Shenzi and Banzai said in unision.

"NO!" Simba and Nala said to them.

"Oh." Shenzi and Banzai said.

"Well, now ya know he knows." Shenzi said, like it was no big deal.

"We're supposed to be getting along with one another, not keeping secrets from each other!" Simba said.

"That isn't going to help us get our bodies back." Nala said. Ed muttered some words again.

"What's she talking about?" Simba said, quoting Ed, then he looked at Shenzi and Banzai.

"You never told him?" he said to them.

"We were going to." they said defensively. Ed babbled more words again.

"Yes Shenzi and Banzai, tell him what? Simba said.

(A/N In case you haven't figured it out, Ed said "Tell me what?" in his gibberish language)

"Hey shut up." they said to him. Ed babbled again.

"He asked you two a question." Simba said. (A/N Ed said "I asked you two a question")

"And we said shut up!!" Shenzi and Banzai said again. Then they saw Ed staring at them.

It was obvious at that moment Shenzi and Banzai were trying to act tough, to keep from cracking in front of Ed.

"Ed look, we dont' wantcha ta freak out or nothin'." Banzai said. Ed looked at them, confused.

"But...these bodies...might be...a little...permanent." Shenzi finished, saying the last part quietly.

Ed just stood there for a few seconds, then suddenly went baserk. Even though they couldn't understand him he sounded very angry.

He paced back and forth angrily talking in his gibberish language.

"Maybe we should leave them alone." Simba whispered to Nala. She nodded and they both left.

"Ed look, we're sorry ok?!" Shenzi and Banzai said, trying to get him to hear them over his ranting. Ed babbled angrily at them.

"What'd he say?" Shenzi said to Banzai.

"He said 'You two have been keeping this a secret from me, and all the details about it, since this started!'" Banzai said.

"Ok, we'll admit we haven't exactly been...open with you on this thang." Shenzi said. Ed babbled again, still angry.

"Yeah, I guess we should've told you about the risks of it being permanent." Banzai said. Ed babbled again.

Banzai looked surprised, Shenzi saw this.

"What'd he say?" Shenzi said.

"He wants to know what else in going on in the switch." Banzai said, low so only she could hear it. Shenzi looked surprised too.

Both were quiet for awhile.

"We can't." they said. Ed spoke in gibberish again.

"Because you wouldn't like it if you found out! Heck, we didn't even like it!" Banzai said.

"Not a bit." Shenzi said.

"Ed the last thing we want right now, is you worryin' about us." Shenzi said, with Banzai nodding his head.

"What about T?" Shenzi asked him. Ed babbled angrily again. Banzai looked surprised, then mad.

"What'd he say?" Shenzi said. Banzai was quiet.

"Banzai, what'd he say? And I'm not asking!" she demanded. Banzai sighed, somehow he always gave in to her.

"He said T's probably better off without our lies." Banzai said. Ed nodded his head angrily.

Ed babbled angrily.

"Whaddya mean ya think we should rethink this friendship thing?!" Banzai said

"Ed we've been friends since we were all pups!" Shenzi said.

"And I never meant to hurt T neither; if I wanted 'er hurt, I woulda kicked her outta the skull the minute she walked into our lives!"

"And a couple 'a days ago, I saved 'er from a couple of lions that were tryin' ta paint the savanna with 'er!

Ya think if I wanted 'er hurt, I'd 'a done that?!" she finished.

Ed just babbled again angrily, to Banzai it sounded like this;

"I don't care if you saved 'er from a hundred lionesses, she still deserves to know the truth!"

Then Ed angrily stomped off. Shenzi didn't know what she said but she didn't care, she would've been just as angry if she did understand him.

"Fine! Be that way, see if we give a rip!" Shenzi and Banzai said angrily in unision and then sharply turned their heads away from Ed as he walked off.

Little did the three know, two former lions were watching the whole time.

Nala looked sad; thanks to this switch, a long-lasting friendship had just been completely destroyed with only but a few words.


Shenzi woke the next morning in the worst shape she'd ever been in her life. She looked to her side expecting to see a sleeping Banzai, but instead, she saw an empty space.

She looked up to see the outside in full daylight. She was puzzled; today was a weekday, why hadn't she been awakened at the crack of dawn?

She walked outside.

"Well look who's finally up." came a voice a few feet to her right. She looked over to see Banzai lying on a rock.

"Oh, hey." she said, looking at the ground. Then she looked towards the fields.

"Where's the team of lean, mean, hyena killing machines?" Shenzi said, referring to Simba's pride.

"Eh, I didn't want 'em botherin' you, so I said ya were sick and that I should stay here until ya got better.

They bought it." Banzai said, sitting up.

Shenzi sat down next to him and sighed.

"Still not exactly perky about Ed?" Banzai said.

"When am I ever perky?" Shenzi said to him. Banzai just smiled slightly, Shenzi slightly smiled back.

Then looked out at the fields.

"Maybe we should go out and talk to 'em, I mean the guy at least deserves a proper explanation." Shenzi said.

"Like he'd even listen to us." Banzai said.

"Besides if we did that we'd have to go into the graveyard. And you and me know better 'n anybody what happens ta lions who go in the graveyard."

Shenzi looked depressed; she hated to admit it, but she missed Ed and T, even though they had just met her.

Also, for some strange reason, she missed seeing Banzai in his own body and her being in her own body and him just being with her.

"Somethin' weird's goin' on between me and Banzai, and it ain't the switch.." Shenzi thought to herself.

Then she hung her head when she realized that T could be getting better and could also be having thoughts about leaving.

Shenzi wouldn't even be able to see her anymore if she was made permanent queen. Nor could she see what family and friends she had left since the battle at Priderock.

Banzai saw how depressed she looked and hated to see her like that.

"Hey uh, wanna go for a walk?" he said, getting up. Shenzi was quiet for awhile.

"I guess." Shenzi finally replied, getting up and following him.

Shenzi and Banzai just walked through the fields, there wasn't any talking going on.

But Banzai hoped the walk would take her mind off of things.



"You sure we won't get in trouble? The last time I came here, I was almost made into bloody confetti." T said as she looked at the water, then at Ed.

Ed just nodded glumly. T sensed something wasn't right.

"Ed are you ok? Last night when Shenzi and Banzai came into the skull you three seemed really tense, to put it mildly." T said to him.

Ed just looked at her, then motioned his head towards the water.

T slowly lowered her head down towards it, reluctantly because she was more concerned about Ed, and started sipping the water up.

Ed walked away when he saw T was sipping the water, he knew she needed it because she hadn't drunk anything for awhile now.

Ed walked off a few feet from the water hole and sat down in the tall grass.

He sighed, he didn't want T to see him like this; depressed, mad, and missing Shenzi and Banzai so much it wasn't even funny.


Shenzi and Banzai walked towards the water hole looking at the ground the whole way, suddenly they heard somebody sighing and looked up.

Right at that moment, Shenzi stepped on a twig, causing a small but audible snapping sound.

Ed looked over to see his two (former) friends a few feet away from him.

Shenzi and Banzai looked up to see Ed a few feet away from them. For awhile, they were quiet.

Then Ed just frowned and turned away from them. Shenzi and Banzai frowned after he did and walked a few feet to the right.

But after a few seconds, guilt got to all three of them and Shenzi and Banzai stopped walking.

Ed even stopped frowning, now he was sad that he had decided to call their friendship off.

The three friends turned to face each other, no longer angry. Ed talked to them in his gibberish language, Banzai was about to translate but before he could Shenzi spoke up.

"Ed, we're the ones who should be sorry." Shenzi said. Banzai and Ed looked surprised.

Then Ed calmed down and talked again.

"Yeah, we're still friends." Banzai said. Ed started to tear up then finally burst out crying and ran over to hug his friends.

But before he could Shenzi and Banzai ducked out of the way, causing Ed to harmlessly fall on the ground.

"Not just yet." Shenzi and Banzai said. Ed looked up and nodded his head like he understood.

"Two days left." Shenzi said then sighed.

"Well, if there was any time to lose hope, it'd be now." Shenzi said. Ed just looked at the ground, glumly, and whimpered.

But Banzai tried to cheer his friends up.

"C'mon guys, this is great! Shenzi now that you and me are lions, we can go into the Pridelands and take Ed with us!

And nobody can chase us out!" Banzai said.

"Whaddya mean?" Shenzi said. Ed looked at him confused.

"We're the king and queen of Priderock is what I mean!" Banzai said, grabbing Shenzi's shoulders, then let her go.

"AND WE CAN DO EVERYTHING WE ALWAYS WANTED TO!!" he shouted to the sky.

Shenzi and Ed looked at each other.

Unknown to the three, a certain female hyena had looked up from drinking water when she heard Banzai talking.

Then looked confused when he yelled to the sky.

"Lions are weird." she said.

Ed looked at Shenzi and babbled some words, but he stopped in the middle of a sentence after realizing she couldn't understand him.

"You brought who here with you?" Banzai said. Ed pointed to the waterhole with his paw.

They all looked to see T walking out from the tall grass that surrounded it.

"T's here?!" Shenzi said. Ed nodded. Then he called over to T in his gibberish language.

T came over to him and the two "lions".

"What's got you so happy all of a sudden?" T said to him.

"Hey T, ya ever hunt in the Pridelands without somebody tryin' ta make ya into a hyena skin rug?" Shenzi asked her.

"Where're you getting' at?" T asked her.

A few minutes later...

A herd of antelope lept from the fields as a lioness and a female hyena chased after them.

Little did the herd know they were being chased right towards a waiting lion and a male hyena.

When the perfect one ran right into the trap, all four of them pounced. The rest of the herd ran off before any of the rest could be eaten.

Then three of the four started digging into the meat. T was a little confused when she saw Banzai not eating.

Ed and Shenzi saw this. Shenzi elbowed Banzai in the ribs to try to get his attention.

"What?" he said to her. Shenzi cocked her head towards T, who was cocking an eyebrow at them.

Banzai saw this.

"Uh...not hungry." Banzai lied. Truth betold, he was very hungry; he hadn't eaten anything since Simba declared he couldn't eat meat.

"What, is everybody here on a diet?" T said, then went back to the carcass. Banzai's stomach growled and he sighed, trying to think of something else besides food, which was incredibly hard for him.

"Man, what'd I do for a hunk a' that antelope!" Banzai said, low enough so T and Ed couldn't hear him.

Shenzi looked a few feet to their left, she saw a nearby bush with purple berries on it.

"Well I'm no herbivore but those berries look pretty juicy." Shenzi said.

"Forget it, it's either meat or nothin' for me!" Banzai said.

A few seconds later...

Banzai leaned over a little closer to the bush, Shenzi watching him the whole time.

Finally, he picked out a branch with the most berries, and wrapped his lips around it, then slid his mouth down the branch, pulling the berries off it and into his mouth.

Banzai stood there with a mouthful of berries until he started to chew, which seemed to last painfully forever.

He swallowed, but opened his mouth and let his tongue hang out, it was obvious he didn't enjoy the fruit.

"Ugh! Those were the worst tasting berries I ever ate in my life!" he said.

"Those were the only berries you ever ate in your life." Shenzi said. Banzai's stomach growled again and he groaned.

Finally, Shenzi was fed up with him complaining about hunger.

"Wait right here." she said. Then walked off somewhere into the fields. Banzai went back to watching T and Ed eat.

It was torchure for him. To carnivores like him, antelope was one of the best tasting foods around, mostly because it was so tender.

And he couldn't eat it! He went over to the water hole to get that disgusting berry taste out of his mouth.

When he was done drinking gallon after gallon of water, a paw suddenly put itself over his eyes.

"Hey! What gives?!" he said.

"Shut 'em and open it." came a voice from out of nowhere.

"Huh?" Banzai said.

"Shut your eyes, and open your mouth." the voice said again, slowly so he could understand the command.

Banzai thought to himself for a minute, then once he had figured out who it was, he obliged.

Then he felt something fat go into his mouth and he swallowed it down his throat. Surprisingly, it went down very easy.

Then the paw lifted itself from his eyes. He looked to his left to see just who he thought it was; Shenzi.

Banzai smiled and licked his lips, but to his confusion, he saw Shenzi looking rather disgusted.

"What?" he said.

"Nothing." she said, looking away. Banzai looked confused again, then just shrugged it off.

"Well anyway, whatever ya gave me sure went down easy!" Banzai said, circling around Shenzi.

(A/N not circling as in walking around but kind of like what she did to him in the movie when they were making fun of lions)

"I'll bet." Shenzi said under her breath, still looking away.

"What was it anyway?" Banzai asked her. Shenzi was quiet.

"You really don't wanna know." she said.

"Sure I do! Heck, maybe later I'll go find some more and we can both chow down on 'em!" he said, walking in front of her and sitting down.

He saw Shenzi's face turn green and she covered her mouth to make herself from doing something unpleasant.

Banzai wondered why she was acting so strange, then grew suspicious.

"Alright, what'd ya give me?" he demanded. Shenzi looked at him.

"Well, since you couldn't eat meat I went and found something else that was as close as I could get to it." Shenzi said.

"And that would be a..." Banzai trailed off so she could finish it. Shenzi blinked then replied with her head looking at the ground.

"A really fat, really slimly, really disgusting slug I found in a log." she said. Banzai's eyes widened.

"YOU FED ME A WHAT?!" he yelled. Ed and T looked up from the carcass, confused.

"Well I was tired 'a hearin' ya complain about bein' so hungry all the time! Y'know one 'a the reasons we were happy about this thang, if we ever were, was because we'd be stuffin' ourselves non-stop!" Shenzi said.

"Well ya didn't have ta fed me a worm!" Banzai said.

"Slug." Shenzi corrected.

"Either way it was slimy and-" Banzai was cut off.

"And went down easy?" Shenzi said, quoting him. Banzai looked mad. Ed and T looked at each other, Ed shrugged and they both went back to eating.

"Look, it's the only thang you can eat right now so for the moment, ya might as well get used to it." Shenzi said.

Then they both looked down to see a black centipede with yellow legs crawling by their feet. Shenzi looked at Banzai, who still looked mad.

"I won't tell anyone." Shenzi said, meaning what she said. Banzai believed her due to her tone but still didn't want that thing to go down his throat.

Finally, Banzai groaned and leaned down to the bug. Then, very reluctantly, he grabbed it and slurped it down.

But it was nowhere near as pleasant as the slug was. But all Banzai could do was put his paw over his mouth to keep him from doing something unpleasant, like Shenzi did to herself earlier.

Suddenly, Shenzi burst out laughing and fell on her back on the ground, holding her stomach.

Banzai looked at her, more embarrased than mad, but he still looked really mad.

His expression was angry but his cheeks were turning red. Shenzi saw this and just laughed harder.

"I still can't believe you did that!" she said, still laughing very hard.

"Shut up and go and eat the stupid antelope before Ed and T finish it off!" Banzai said. Shenzi got up, stifling her laughter, and went over to the carcass.

Banzai went over to where they were eating but only to get a drink. When he was done he noticed another centipede, near the carcass.

He didn't want to, but he knew he had to eat something before he passed out. So he slowly bent over and grabbed one end of it with his mouth.

While he was, Shenzi was chowing down on a piece of meat she had ripped off the carcass.

Once she swallowed it down, she ripped off a rather long strip of meat and started pulling it in with her teeth a few centimeters at a time.

Ed looked up while T was still eating, and saw them.

Shenzi and Banzai were completely unaware that the centipede Banzai was munching on, had latched itself onto Shenzi's hunk of meat in a desperate attempt to escape from being eaten.

Ed also saw Shenzi and Banzai inching closer and closer. Rather than see a couple of lions smack lips, he looked in the water to see Shenzi and Banzai's reflections.

Both were looking away, munching on their food, until they were suddenly jerked when they reached the end of their meals.

Shenzi and Banzai were both unwittingly pulled towards one another and both former hyenas' lips smacked against each others', causing them to unwittingly kiss one another.

Ed laughed when he saw their reflections pulling a Lady and the Tramp and rolled onto his back, holding his stomach.

When Shenzi and Banzai realized what they were doing, which took a few seconds to figure out, they quickly pulled away from each other, looking very surprised.

T saw them and laughed too.

"Did you guys just smack lips?" T said laughing.

Shenzi and Banzai looked at them, mad. But they were actually more embarrased.

Their expressions were angry but their cheeks were turning red. Ed and T saw this and just laughed harder.


"So...now that you two know what could happen if you were made the permanent rulers, have you decided on any names yet?" Nala asked them.

"I figure if it's a girl, Nia." Shenzi said.

"And if it's a boy, Banzai the second!" Banzai said. Shenzi restrainted herself from hitting him and just gave him a look.

"Or maybe Zahir." Banzai said. Both lions and all three hyenas were sprawled out on Priderock. The lionesses were out hunting so nobody would notice anything.

T was a few feet away, lying down in the grass looking at the sky.

She was trying to pass the time by lying down so she wouldn't get cramps from her big antelope lunch.

Ed babbled again. Shenzi still couldn't understand him, but knew he was worried about her and Banzai.

"Aw it's ok, Ed, we'll be fine." Shenzi said.

"Yeah. Y''know ever since we told you all the details about the switch you've been anxious all day!

And not the good kinda anxious either." Banzai said.

"What do you expect? He just found out his two best friends might be forced to have a kid.

Who, may I remind you, won't be even the same species as them!" Shenzi said, the last part a little loudly.

"Good point." Banzai said, rubbing his chin.

"Oh I don't think you two'll mind that much." Nala said.

"Lions cubs can be very cute." she finished. Then she saw Shenzi smirking at her with a raised eyebrow.

"And not just cute enough to eat either!" Nala quickly said.

"Aw, save your breath. We ain't gonna chow down on any 'a your precious hyena-hatin' family members while we're here." Shenzi said.

"Yeah I can't eat meat anyways remember?" Banzai said. Then they all looked up to see the pride coming back.

Simba, Nala, and Ed looked a little worried. Then Nala and Ed ran over to get T. Simba looked at Shenzi and Banzai.

"Don't worry, we'll handle those guys while you three get back to the graveyard." Shenzi said.

Then she and Banzai ran off to distract them. Simba ran to Nala and Ed who were with T, and all four of them quickly snuck off into the fields to the graveyard.


Shenzi and Banzai ran towards the lionesses, hoping to get to them before they noticed anything suspicious.

But suddenly they were both stopped when they saw something out of the corner of their eyes move quickly behind a rock.

They looked towards it and were about to move on until they saw a paw sticking out from behind it, a hyena's paw, then it was quickly pulled behind it.

It couldn't have been Simba, Nala, Ed or T, because they all took off in another direction.

They looked towards the pride and figured they'd all just go to priderock. Then they silently moved towards the rock.

They moved to the back of it and carefully peered on the other side to see five hyenas. They recognized them from their clan.

"Ok, so everybody knows why we're all here right?" a male hyena who was perched on a rock asked the other four below him.

They nodded. There were three male hyenas and two female hyenas.

"Good, then it's settled; tonight we strike." he finished, an evil grin on his face. Shenzi and Banzai looked at each other, confused.

"Uh, Gituku, sorry ta interrupt but-" a male hyena spoke up.

"Ah, Bujune! Did you forget again?!" a female hyena said, annoyed. The male could only smile weakly and nod his head.

The other three looked annoyed but Gituku meerly smirked and walked off the rock.

"Relax, Monifa, I don't mind telling my brilliant schemes over and over again." Gituku said.

"You do realize the penalty if this fails." the third male hyena said.

"What's chance of it failing? With almost half the clan on my side, we got nothin' ta worry about Kamau." Gituku said smugly.

"I think you better hurry up and make it straight to the point." the second female said.

"Abeni, y'know you could've stayed behind ta make sure nobody was lookin' for us." Monifa said.

"Hey, you asked for my help in this. And let's face it I am a little tired of how things are ran around here." Abeni replied.

"But they changed the law about killing hyenas if they entered the Pridelands." Bujune said.

"Yeah, but we're still run outta the place if we come in." Monifa said. Gituku walked up to her.

"Not for long though. Soon we'll be in the Pridelands again and I'll rule with more power than Scar could've even imagined!" Gituku said.

Shenzi and Banzai looked surprised. What was going on here?

"With you as my queen of course." he said, nuzzling Monifa, who smiled at him. Shenzi and Banzai rolled their eyes, as did the other three hyenas.

"Now, here's how it's gonna go down; on a night two days from now, while our former matriach and all 'er friends are sleeping, we take 'em down and anybody who refuses to join up with our more than powerful clan." Gituku said.

"Then we take those who do join our clan along those who are already joined, to the Pridelands where the lionesses will be waiting for us." he continued.

Shenzi and Banzai looked at each other, confused. "Is this guy crazy?" they thought to themselves.

"Then once we've teamed up with the rebel lionesses, we overthrow their wimpy rulers and take over!" Gituku finished.

"Having a few of the best hunters in our clan doesn't make us more than powerful." Abeni stated.

"I agree." Kamau stated.

"You two just wait 'till we've taken down Shenzi and all 'er buds. Y'know, the idiot, the new girl, and that quick-tempered boyfriend of hers. Then we'll see who does and doesn't join." Gituku said.

"Well then with all due respect I think we should leave now." Kamau started.

"We don't want to keep our old clan members waiting too long, things would look suspcious seeing as how we've all gone out in particular." he finished.

"Fine. Just don't forget, tonight is the night hyenas show what they're made of!" Gituku said, then they all left.

Shenzi and Banzai just stood there, appalled.


Two days later...

Banzai was lying on a rock watching Shenzi pace back and forth.

"What're we gonna do?" she kept saying over and over again.

"Seems to me like right now, we gotta get this kinda info. ta everybody back home." Banzai said.

"And how the heck are we supposed to do that?" Shenzi asked, annoyed.

"I dunno. But whatever ya do, don't panic." Banzai said.

"Don't panic?! Banzai, Ed and T and the king and queen's lives are about to be ripped away from 'em, along with their windpipes!

And just think, the whole thang went on right under my muzzle the whole time." she finished.

"Yeah but that doesn't make ya a wimpy leader." Banzai said, quoting the conversation Gituku had with all the other traitor hyenas earlier..

"I agree, it doesn't." a voice from out of nowhere said. Shenzi and Banzai turned their heads, surprised, to see Sarabi standing a few feet away.

Shenzi and Banzai just stood there, unable to move.

"Is there something you two want to tell me?" Sarabi asked, not angry though.

Shenzi and Banzai looked at each other.

"I don't want to alarm you, but I think I can recognize my own son from a hyena." Sarabi said, worry was in her voice.

Shenzi and Banzai looked surprised.

"I'm not angry, but I need to know; where is my son?" Sarabi asked, now fully worried.

Shenzi and Banzai looked at each other.

"Please." Sarabi begged.

Shenzi and Banzai cringed from the fact that they were about to tell her everything.


"Hey, look who's back." a female hyena said as she saw the five traitorous hyenas coming home.

Ed, T, Simba and Nala, who had made it back safely, looked up to see them as well.

Ed and T didn't really like those five that much. Because Gituku and Monifa had always made fun of Ed's inablility to talk and made fun of T for being the new girl.

Also they didn't really feel comfortable around Abeni and Kamau; those two were always the quiet ones who still somehow knew the graveyards like the back of there paws.

And Bujune? Well, he was a gutless flip-flop.

"We just went out for awhile." Gituku said.

"Is that a problem?" Monifa said.

"Ok, forget it. Sorry I asked." the female hyena said, rolling her eyes. The five walked on.

"You two aren't exactly found of those five are you?" Simba asked them. Ed and T shook their heads strongly.

"Hey Ed, ya wanna go somewhere where there's no Monifa or Gituku?" T said, obviously annoyed.

Ed nodded his head strongly and they both left. Simba and Nala went back in the skull.


"An ambush?" Sarabi said. Shenzi and Banzai nodded.

"Then that means there are rebel lionesses here right now." she continued.

"And they ain't too keen on your son and daughter-in-law." Shenzi said.

"Yeah no kiddin'." Banzai agreed with her.

"We must do something." Sarabi said, then looked commanding.

"You two, go and warn your friends. I must get help." she said.

"Are you sure that's a good idea?" Shenzi said.

"You'll be fine, hide in the shadows, do whatever it takes to protect my son!" Sarabi said.

"No no no, I mean you getting' around all those rebels on your own. We don't even know who's on our side and who ain't." Shenzi said.

Sarabi looked surprised. A hyena was actually worried about her safety? Sarabi looked at them, hard, then calmed down.

"I will be fine." she said plainly.

"Now go!" Sarabi said. Shenzi and Banzai ran to the graveyards. But they only got a few feet before they ran into Timon and Pumbaa.

"Hey Simba, Nala! Long time no see! Where ya been?" Timon said.

"Not now, you pervertive little toothpick." Shenzi said. Then suddenly, her eyes lit up. But Timon and Pumbaa had already started walking away.

"Wait wait wait!" Shenzi said as she grabbed them both and brought them back to them.

"Actually, there is somethin' I need you two ta do." Shenzi said.

"At your service, my liege!" Pumbaa said, bowing. Shenzi and Banzai rolled their eyes.

"I dunno." Timon said suspiciously, rubbing his chin. At this comment, Shenzi tried to conceal her worry, but Timon saw it in her eyes.

"On second thought..." he said unsurely. Something was different about Simba and Nala, but he couldn't put his finger on it.

But he did know that right at that moment, they needed their help, badly.

"Whatever it is, ya can count on us!" Timon said, smiling.

A few minutes later...

"The elephant graveyard." Timon said, riding on Pumbaa's back and putting his hand flat above his eyes as he was searching for some hyenas.

"Of all the places Simba and Nala needed our help in, it had to be the elephant graveyard." he finished.

Suddenly, he heard a deep growling.

"Pumbaa?" Timon said, in a low tone but not whispering.

"Yes Timon?" Pumbaa said.

"Did your stomach just growl?" Timon asked.

"Uh no, I thought you made that sound." Pumbaa said, fear was in his voice. Then they heard barking and yelled when a giant pair of jaws tried to clamp onto them.

Pumbaa jumped back just in time before they were hyena food. Then they looked fearfully as some more hyenas came around, and started to circle them, growling and with evil grins on their faces.

Timon and Pumbaa gulped. Then one hyena jumped at them and they screamed and moved out of the way.

Then another hyena jumped out at them, then another. Soon the whole pack was trying to pounce on them.

Timon and Pumbaa closed their eyes, waiting for the pain of the hyenas' canines to sear through their flesh.

But when they opened them, they discovered that they were all too busy pouncing on each other.

They were so focused on getting to the food, they didn't even see Timon and Pumbaa anymore.

Which gave them both the opportunity to run for their lives out of the graveyard. Soon they were headed right towards the water hole.

Pumbaa kept running faster and faster until he suddenly slammed into something and fell backwards, almost crushing Timon.

Then they both heard a splash before looking up to see a female hyena looking into the water. Then a male burst out of it, gasping, and dragged himself back onto the bank.

Then he shook himself off and looked to see who had pushed him in.

T and Ed looked to see Timon and Pumbaa staring, frightened, at them. Both hyenas glared at them."Don't kill us!" Timon said, backing away from the two carnivores.


"Or eat us!" Pumbaa added, also backing away. Then Pumbaa realized something, the female hyena was the same one he had fought a few days back.

He hoped she wouldn't recognize him and tried to hide his face. Then, T got a strange look on her face, as if she thought that warthog looked familiar.

"Wait a sec." T said, walking past Ed and Timon and right at Pumbaa. Timon could only watch in horror as the hyena got closer and closer to his friend.

Ed just watched as T advanced on the warthog, and put his right paw on Timon's tail as he tried to run to his friend, causing Timon to literally run nowhere.

T looked Pumbaa right in the eye.

"You look familiar." she said to him.

"Aren't you the..." her eyes widened when her suspicions were confirmed.

"You are! You're the warthog who was with that meerkat colony the other day, and you were with that stupid baboon who almost practically broke my friend's jaw here!" she said, looking back at Ed for a minute.

T advanced on Pumbaa a little more.

"Wait! Ya gotta hear us out!" Timon yelled to T, trying to pull his tail out from under Ed's paw.

But T just went closer and closer to Pumbaa. Pumbaa refused to leave Timon alone with the two hyenas and wouldn't move.

Soon, T's nose was pushed up against Pumbaa's snout.

"Please, just give us a minute!" Timon yelled again.

T turned her head towards him, but then looked back at Pumbaa and then quickly turned her head back to him and grabbed the back of Pumbaa's neck with her teeth, which scared the heck out of Timon.

But then he was surprised to see her sling Pumbaa towards himself and Ed. Pumbaa landed in front of them with a "thump!".

Then Timon could see something drip on the ground in front of him. He looked up, and he could see that Ed was drooling, a hungry look in his eye.

"Fine, you've got three seconds to tell us." she said, walking towards them.

"One." she began. By this time Timon could feel Ed's hot, wet breath on the back of his neck.

"Two." she said. Timon and Pumbaa were frozen with fear.

"Thre-" T was cut off when Timon and Pumbaa snapped out of it.

"Simba and Nala need your help!" Timon and Pumbaa said in unision.

At hearing this, Ed looked surprised and took his paw off Timon's tail. After which Timon and Pumbaa ran a few feet away from them, then turned around.

Then Ed walked up a few feet towards them but stopped beside T. Ed spoke in his jibberish language and Timon and Pumbaa looked puzzled.

"What'd he say?" they asked T.

"He said 'What kinda help?'" T replied. Just then, the four of them saw a semi-large group of hyenas walking straight towards them.


Meanwhile...


Shenzi and Banzai slunk through the graveyards with ease. They got impatient after Timon and Pumbaa failed to return after the time they expected them to.

"Just what I get for sendin' a meerkat and a warthog into the graveyards. Clan probably gobbled 'em up before they could even get to the skull." Shenzi said.

"Yeah, kingy and queeny ain't gonna be too happy about that." Banzai said.

"Shhh!" Shenzi said. They were trying to remain unseen by their clan for they knew their fate if they were seen by them in their current state.

She and Banzai snuck around until they finally got to their skull. They were puzzled when they only saw Simba and Nala in it, asleep.

"Where the heck are Ed and T?" Banzai whispered to Shenzi.

"I don't know." Shenzi said.

"I hope they're ok." she said after a pause. Then both walked over to Simba and Nala and tried to wake them up.

"Hey kingy, queeny, no time for shut-eye we gotta get outta here!" Shenzi said quietly, nudging Nala with her paw.

Nala raised her head up sleepily. She was surprised to see her body looking down at her.

"What are you two doing here?!" she said, quickly getting up.

"Shhhhhhh!" Shenzi and Banzai said in unison, covering her mouth.

"Wake up kingy over there, we gotta leave. Now." Shenzi whispered. Nala looked back at Simba, then went over and woke him up.

Simba was just as surprised as Nala when he saw that Shenzi and Banzai were in the graveyards.

The four started to walk out until they stopped when they saw a group of hyenas right outside the entrance. Monifa, who was in the front, walked up to them.

"Well well, look at this. And here we thought we'd be goin' all the way to Priderock to finish off the king and queen.

But I have to say, this is a pleasant surprise." Monifa said.

Shenzi and Banzai growled, Simba and Nala looked confused and worried.

"What are they talking about?" Simba and Nala said in unison.

"Oh that's right, you two don't know." Monifa said.

"Oh we know." Shenzi and Banzai thought to themselves.

"Shenzi, Banzai, this, is a mutiny." Monifa said. Simba looked surprised and Nala looked scared, but Simba walked up to them and stopped beside Shenzi and Banzai.

"So then, you'll be going to the Pridelands after this won't you?" Simba said, trying to look innocent.

Shenzi, Banzai, and Nala wondered what he was up to.

"Well yeah." Monifa said, in her 'all that' tone.

"Y'know Banzai sometimes you're about as bright as Ed." she finished. Banzai growled at the comment.

"In that case-" Simba started, then pawed a large amount of dust into the eyes of the hyenas at the front of the clan, causing Monifa and the other hyenas to hiss in pain and back away.

"Let's go!" Simba shouted and all four of them ran out of the skull.


Timon backed away from the approaching hyenas as did Pumbaa. Ed and T looked confused.


Abeni walked up to them with Kamau on her left.

"What're you guys doin' in the Pridelands?" T asked them.

"Celebrating the reign of our matriarch, and the king and queen...as they all come to an end." Abeni said.

Ed looked horrified as did T, Timon, and Pumbaa. Then T looked angry.

"What've you done with them?!" she demanded.

"We haven't done anything to them. But while we're speaking Monifa is taking care of Shenzi right now." Abeni said.

"But before we continue our way into the Pridelands, we have a proposition for you." Kamau said.

"Join our clan and you'll be heavily rewarded when we take over Priderock." he finished. But T and Ed looked angry.

"We're not joinin' any clan that'd go against Shenzi!" T yelled at them. Ed growled at them. Abeni and Kamau's faces remained expressionless.

"Just remember, we gave you two a chance." Kamau said emotionlessly. And the pack started to advance on them.

"Yipe!" Timon yelped and hid behind Pumbaa. T and Ed growled fiercely, and Pumbaa angrily snorted and ran his hoof through the ground like a bull like he did a few days ago in the graveyard.

Timon looked behind himself and screamed.

"Ahhhhhhh! Pumbaa!" he said, jumping on Pumbaa's back. Everybody looked behind Ed, T, and Pumbaa, and saw a small group of lionesses walking towards them.

When the clan saw them they all smiled evilly (except for Abeni and Namau, whose faces still showed no signs of expression), which puzzled Ed, T, and Timon and Pumbaa.

"Abeni, the king and queen aren't at Priderock; I trust Monifa must've took care of them?" Apio said.

Timon and Pumbaa were shocked; this was the same lioness that had asked them if they were staying the night at Priderock a few days ago.

And her sister was right beside her!

"Well actually I wasn't aware they weren't at Priderock." Abeni replied.

"But if they aren't then they must have." Kamau said. T looked surprised, but Ed, Timon, and Pumbaa were horrified.

"And as we speak Monifa is taking care of our matriarch and her quick-tempered boyfriend." Abeni said. Then T looked horrified.

"Well, that explains why she said no on that night." Timon said, talking about the marriage proposal.

Pumbaa and Ed gave him a look, but T looked confused.

"Well never mind that, let's take care of these four." Kamau said. And the lions and hyenas started to close in on the four.

T, Ed, Timon, and Pumbaa backed up from them as much as they could; there were hyenas in front of them, and lions behind them.

They could hear the hyenas growling and the lions roaring through gritted teeth.

They looked for a way to escape, then they saw an opening between the two groups; it was their only chance.

"Hang on Timon!" Pumbaa yelled as he, Ed, and T ran like heck towards the opening.

The two groups were snapping their jaws and throwing paws at them. But they dodged the blows and kept running, and finally, they made it.

But the two animal groups started giving chase, and they were gaining. Then T saw Timon whisper in Pumbaa's ear and Pumbaa stopped running.

T was puzzled, not only because they had stopped running when they knew a bunch of carnivores were after them but also because Pumbaa didn't turn around, but Timon did.

But Ed had been down this road before and sure didn't want to go back!

"Hey! Ed! What're you-?!" T said as he yanked her away.

Ed made T run far away from the two before they both finally stopped.

"Ok nobody move! This thing's loaded!" Timon said, grabbing Pumbaa's tail and pointing it at the lions and hyenas.

"What the heck's he doing?" T said, looking at Ed. Ed only responded by bringing his head to the ground and covering his nose with both of his paws.

T looked at him puzzled until he grabbed her and pulled her to the ground as well.

The hyenas and lions merely scoffed or laughed as they got closer to the meerkat and warthog.

"Alright, don't say I didn't warn ya!" Timon said. Then there was a sudden release of toxic gas that sent both of the groups running.

Ed didn't get up or let T get up until he was sure it was safe. Then Timon turned around to face the both of them.

Pumbaa looked from up at Timon to the two hyenas.

"Now then, what Ed was just saying a while ago," T began,

"what kind of help do they need?" she said.

"We're not sure but they looked like they needed it." Timon said.

"I say we go to somebody who'd be the wisest help to get." Pumbaa said.

"And uh, who might that be Pumbaa?" Timon asked him. Ed and T were wondering themselves.


"The Pridelanders and the hyenas are all mutinying?" Simba said. They were all running from the graveyards.


"Yep." Shenzi and Banzai said.

"And they're, together?!" he said again.

"Yep." Shenzi and Banzai said.

"What about my mother and the lionesses who didn't betray us?" Simba asked them.

"We don't know." Shenzi said.

"But we do know that your ma's a pretty smart lion." she finished. Simba and Nala looked confused.

All four of them were trying to beat the traitor lions and hyenas to the Pridelands. It seemed like forever, but they finally got there.

"Mother?" Simba said as soon as he reached the cave where the lionesses slept.

"Sarabi?" Nala said.

"Simba?" came a voice. They all looked to their right to see Sarabi coming out of the darkness with most of the pride with her.

"Are you alright?" she said, looking at him. Simba was puzzled when Sarabi wasn't looking at his body.

Then suddenly, Simba's eyes widened when he figured out what Shenzi and Banzai must've meant when they said when his mom was a smart lion.

He looked at Shenzi and Banzai, who shrugged. Sarabi saw Simba's expression.

"Yes son, I know." she said, smiling.

"Just be glad they don't, though." Shenzi said, looking at Simba's pride who were looking scared and confused, too scared and confused to notice Sarabi had just called "Banzai" son.

"We have to defend Priderock." Simba said.

"You take what's left of the pride to the right side of it, Nala and I will take these two to the left side." Simba said to Sarabi.

Then the other three ran out of the cave and Simba followed them until his mother called after him.

"Simba!" she said. Simba turned around to her.

"Be careful." she finished. Simba smiled at her and ran out of the cave.


"Kiko-huh?" T said as all four had stopped to talk to Rafiki. Rafiki laughed a bit.


"It means cooperation." he said.

“And, why would you tell them all this?” T said.

"Sorry, I can say no more.” Rafiki said, then just swung back into his tree.

“Hey!” Timon said, but Rafiki was already gone. After a minute of thinking, T looked at Ed.

“Guys, we’re gonna go back to Priderock.” She said.

"Are you nuts?!" Timon said. Then quickly ran over to her and jumped on her back and talked right in her ear.

"You're talkin' about a place overrun by a bunch of lions and hyenas! We'd need back-up!" then he moved on the top of her head and peered fearfully from it, pushing her bangs out of the way.

"And the only back-up you two can supply eat guys like me and him." he said sliding halfway down her face and pointing to Pumbaa so T could see.

"Wouldja stop shaking?" T said.

"You're makin' my forehead go numb." she finished.

"Sorry." Timon said, and jumped off her face then moved back beside Pumbaa.

"Anyway, you got a better idea?" T said to him. Timon was quiet.

"Well then, I guess we're off." T said, then turned to leave. Ed and Pumbaa followed after her.

Timon gulped, but followed as well.


The switched-up four were running in an area on the left side of Priderock. Suddenly, Shenzi stopped short. Banzai noticed this and turned around.


"Shenzi what's up?" he asked her. Simba and Nala turned around as well.

"What time is it?" Shenzi asked. Banzai looked puzzled, as did Simba. But Nala knew what she was talking about.

"When the moon reaches the center of the sky at Priderock, it's midnight." she said.

Simba and Banzai's eyes widened. Then all four looked over at the horizon; the sun was going down.

"We don't have very long." Simba said. Then he and Nala started to run off, then stopped when they realized Shenzi and Banzai weren't following.

"Didn't you two hear what I just said? C'mon, we don't have much time!" Simba said.

"Whaddya mean much time?!" Shenzi said.

"We ain't got any time! Look at us! Midnight's 'a comin', our friends have more than likely been torn apart by our so-called loyal subjects, who by the way have almost half of the guys in our clan and your pride, and they're gonna kick our sorry tails so we won't even have the pleasure of dyin' in our own bodies!" she finished.

"Yeah, and back in the graveyard we didn't even see the other part 'a the clan who didn't back-stab us, if there was one anyway." Banzai said.

Simba and Nala stared at them for awhile, then looked annoyed.

"Would you two listen to yourselves?!" Simba said.

"You don't even know if Ed or T are dead or not. And who knows you might have some hyenas out there who didn't betray you! So we might have a chance after all!" he finished. Shenzi and Banzai were quiet for awhile.

"Maybe." Shenzi began.

"But do ya really think that us, your ma, and the few of the lionesses ya got left'll help us kick tail against almost half 'a your pride and the already HUGE almost half 'a my clan?" she finished.

"She has a point." Nala admitted.

"Nala not you too!" Simba said.

"Well I'm only saying that-" Nala started but Simba cut her off.

"You're saying that our pride could lose!" he said. Before either of them knew it, Simba and Nala had started arguing. After a few moments of watching them, Shenzi and Banzai sighed when they realized what was happening.

"Them two don't even know our bodies are takin' over." Shenzi said.

"Yeah. Kinda sad seein' as how arguin' used ta be our thing." Banzai said. Shenzi nodded. Then suddenly, they heard something at their feet. They looked down to see a hole forming in between Shenzi's front legs.

Simba and Nala even stopped arguing when they heard it. Then they looked down to see Timon pop out from it, gasping for air when he first popped out.

"Oy, I don't recommend the subway for long distance traveling." he said, hitting his ear on one side of his head to get dirt out of his ear on the other side.

Then he looked up and saw them all.

"Whoa, what a break!" he said.

"Hey, everybody, I found 'em!" he yelled, cupping his hands over his mouth. All four looked at him confused until they saw a warthog, and two hyenas appear from behind them.

"Ed?!/T?!" Banzai and Shenzi said in unision.

"Pumbaa!" Simba said, happy to see them.

"Timon!" Nala said, also happy to see them.

"What're you guys doin' here?" Banzai said to T and Ed.

"Yeah, we thought you guys were bein' picked at by the birds! And I ain't talkin' swallows either." Shenzi said.

"When T's in somebody's debt, she doesn't stop 'till it's repaid! And I still owe you for saving my tail from those whack-job lionesses." T said to Shenzi.

"And, we managed to snag some help along the way." she said, then pointed behind her to reveal the rest of Shenzi's clan.

"Found 'em at the edge 'a the graveyard." Timon said, looking at Nala (who he still thought was Shenzi).

"Turns out ya got yourself some real loyal clan members." Timon finished, smiling at her.

"Well, there was no way we were gonna join up with those guys." a female hyena said.

"This is great!" Simba said.

"I'll say." Shenzi said, then walked in front of everybody.

"Ok everybody listen up 'cause I ain't repeatin' myself! Now I know it ain't exactly normal for you guys ta be takin' orders from me, but we got a situation here so hear me out;

You all go over and join the lionesses on the other side 'a Priderock. Once ya explain everything to Simba's mama, they won't attack ya." Shenzi finished.

The clan looked at Nala (who they thought was Shenzi), who quickly nodded her head. Then the clan did as they were told.

"That'll buy us some time." Shenzi said, but still sounded unsure.

Nala thought for a minute, then turned to Simba.

"We need to get over to the other side of Priderock; who knows there could be some more traitors waiting to ambush the still loyal parts of the pride." she then turned to Shenzi and Banzai.

"You'll have to come too. I know me and Simba aren't the only ones with a family to protect." she said. The two looked a little surprised. Then Nala looked down at Timon.

"Timon, you, Pumbaa, Ed and T will be in less danger if you aren't seen with us. I need you to make sure you all get to the loyal parts safely. Can you do that?" she said to him. Timon nodded his head slowly, but a little unsure.

"Good. We'll need to get a head start if we want to get there before anything worse happens, so you four will leave a few minutes after we do. Hopefully we'll catch the attention of the remaining betrayers and they'll follow us and that'll give you a better chance of getting to the other side of Priderock." Nala said.

She wasn't exactly used to being first in command because queens were usually second bit to kings. But she figured it was just the hyena blood coursing through her veins, since no matter how high an alpha male was he still didn't rank above the matriarch.

Timon gave a salute, then got on Pumbaa's back. Ed turned to Shenzi and Banzai.

"Do I really have to go with them?" he said.

"Eh, don't worry T'll be with ya." Shenzi said. Then Banzai leaned in to the both of them.

"And if ya get hungry, you can just say the betrayers ate 'em." he said. The trio laughed.

"Alright, let's go!" Simba said, and the four ran off to the other side of Priderock. After a quick but silent moment, T spoke up.

"Something's different about those four." she said.

"Yeah, but ya just can't put your finger on it." Timon said, looking at the ground and rubbing his chin.

Ed finally grew fed up of only (what he thought) himself knowing, and yanked his ears and let out an annoyed yell in his gibberish language.


Sarabi and her lionesses were running along the side of Priderock, with the hyenas from Shenzi's clan grouped along with them.

"So you guys are loyal to your leaders too?" Inala said to a male hyena running beside her.

"Sure we are! We're probably as loyal to Shenzi as all you lions are to Simba and Nala." he replied.

"Oh. Maybe you guys aren't so bad." Inala said to him.

"Likewise." he said back.

"Oh, by the way, my name's Inala." she said.

"Bongani." the male replied. Suddenly, they heard lionesses roaring and hyenas growling behind them.

They turned around to see the two traitor groups, in the same group as well, stalking towards them. Inala looked frightened but Bongani growled fiercely at them.

Inala turned her head towards the front where Sarabi was.

"Sarabi!" she yelled. Sarabi looked towards Inala to see the lionesses and hyenas who betrayed their leaders, closing in on them.

Sarabi knew there was no way to escape, until she heard something to her right, almost like footsteps, but it sounded like it was above her.


Meanwhile, the switched up foursome were trying to find the loyal hyenas and lionesses.

Nala looked to her left to see something down the ledge.

"Simba!" she said, trying to get him to come over. He did as well as Shenzi and Banzai and they all looked down to see Sarabi along with the loyal lionesses and hyenas cornered by the traitorous ones.

Shenzi and Banzai's eyes widened. Simba and Nala also looked worried. The four failed to notice though, that the ledge they were standing on, was starting to crumble beneath their paws. When they realized what was happening it was too late…


Just as the traitors were about to pounce on the loyal clan and pride members, something nearly landed on top of them. They jumped back but then saw Simba, Nala, Shenzi and Banzai getting up from the fall.

“Well, it looks like they came to us.” Monifa said.

"Which just makes this easier." Apio said, then pounced towards Shenzi (in Nala’s body). Just as she was about to sink her teeth and claws into the female, something knocked her aside. They all looked up to see the loyal parts of Shenzi’s clan charging at all the traitors. Simba’s loyal pride quickly helped them.

Seeing as how they had more back-up now, the four tried to help win the fight. But suddenly they felt the wind knocked out of them as they were slammed against a rock wall. They looked up and saw some familiar faces.

Gituku, Monifa, Abeni, Kamau, and Bujune were standing beside Adongo and Apio.

The loyal parts of the clan and pride too busy fighting the traitors to help, the five traitor hyenas and two lionesses moved in. The four switched-up animals go to their feet.

“Finally after all these years, I get what I deserve.” Gituku said as the seven traitorous animals moved in.

“Heh heh, this is gonna be easier than I thought.” He finished.

"I never liked you anyway." Shenzi and Banzai said in unison.

"What happened to make you all wanna do this?" Nala said to the five hyenas and two lionesses.

"Our matriarch provided, but she became undependable." Gituku said. Shenzi and Banzai growled fiercely at the reply.

"How could I?" Nala said, pretending to be Shenzi.

"You never once considered the opinion of the clan before taking in that T girl!" Abeni said.

"And you were always making us work!" Monifa said.

And sharing whatever amount of food we had with the clan, even if the hyenas who founded it needed it more because they hadn't eaten in days!" Kamau said.

"You never once thought of the good of the clan!" Gituku said.

"Yeah!" Bujune said. The four hyenas and two former hyenas just gave him a look.

"Bujune, everybody knows you're just a sidekick." Banzai scoffed.

"And anyway, sometimes a leader has to do those thangs! Because she thinks it's for the good of her clan!" Shenzi said.

"Yeah! She's done tons for you ungrateful jerks! All you want is power and you ain't gonna stop 'till ya got it!" Banzai said.

"Or let anybody stand in our way." Monifa said as the lions and hyenas started to close in on them again. Then the two lionesses pounced on Shenzi and Banzai while the five hyenas ganged up on Simba and Nala.

The four fought back viciously but they were severely outnumbered. Monifa had Nala pinned to the ground. She tried to shove her off, her chest heaving with the effort, but to no avail. Simba saw his mate was in danger but then he was slammed against a wall. He saw Gituku trying to get a lock on his face with his teeth.

Not letting this stop him from saving Nala, Simba lunged at Gituku and bit hard into his shoulder and didn’t stop until he tasted blood. Gituku let out a cry of pain and backed off for a minute then Simba went to help Nala.

Gituku saw the wound he received, which only angered him more as he charged towards Simba, ignoring the pain in his shoulder. But then he slammed into a wall and could feel two heavy bodies on him. He looked up and saw he was between the wall and Bujune and Kamau. Behind them he saw “Simba” growling at them angrily.

Then he saw Abeni being slung towards a rock by Nala. Kamau saw this too and it angered him. He got off the two males and ran at “Nala” then pounced on her and dug his teeth into her neck. Banzai had saw this and it angered him.

“GET YOUR PAWS OFF HER, TRAITOR!!” he yelled. The next thing Kamau knew, he couldn’t breathe anymore, and saw that “Simba” had his jaw locked onto his neck and his teeth were digging deep into his flesh. Then he felt himself being slung off again and to the rock.

Abeni sustained no injuries from the collision with the rock, and quickly ran over to Kamau. She lowered her head to his, but before she could help him to his paws, he got up on his own.

“I’m fine.” He insisted and ran back to the fight. Seeing there were no injuries on him, but doubting Kamau meant what he said, Abeni began to fight again as well.

Shenzi felt herself being pinned on the ground by Apio. She could feel her warm breath on her neck.

“Any last words your highness?” Apio said. Shenzi struggled to get out of her grip, but Apio held her down tightly. Just as she braced herself to be killed, she looked to her left and saw something that put an evil smirk on her face. She turned to Apio.

“Yeah.” Shenzi said.

“Hope your landing’s a lot more uglier than ya face.” She finished.

“What?” But then, Apio was slammed into from the side, knocking her into her sister and sending them both against a rock. Shenzi looked up and smiled when she saw T, who helped her get to her feet.

"Hey, you ok?" T asked her.

"Actually this is the best I've felt all week." Shenzi replied. Then she looked over when they heard a meerkat and warthog yelling and were just in time to see Pumbaa slam Gituku off of Simba. Then they towards the traitor lionesses and saw Nala and Ed trying to fight them off.

"Whaddya say ya help those three show them lionesses what happens when they mess with graveyarders?" Shenzi said to her. T smirked and both ran back to the fight. Shenzi helped Banzai and Ed with Adongo and Apio, while T helped Simba, Nala, Timon and Pumbaa with the five hyenas.

All was going pretty well until they all heard louds roars and growls from behind them. The seven traitorous animals looked in that direction and seemed very pleased when they saw all their fellow traitors waiting to kill their former leaders on their command.

Everyone backed up against the jagged wall as they waited for their fate.


"Now, if you all stay right where you are, I promise, this won't hurt a bit. That is, it would'nt if we didn't want it to!." Monifa said evilly as the lions and hyenas advanced again.

Ed and T backed up with the "lions" and Timon and Pumbaa stayed close to "Shenzi".

Suddenly, a storm broke out, and a lightning bolt hit a tree, causing a wildfire to spread through Priderock.

"Now what?" T said. The hyenas and lionesses were getting closer. Suddenly, Shenzi saw the two lionesses in the crowd, they were the ones who had tried to kill T earlier.

And she knew they'd go after T first. Nala looked in the direction Shenzi was looking at and saw the lionesses too. And by the way Shenzi was looking at them, Nala knew those were the lionesses who tried to kill T. They looked at each other, Nala looked scared and Shenzi looked slightly worried.

Then, their faces lit up. They looked at each other, then grinned determinedly, not showing their teeth though. Shenzi was the first to speak up.

"Hey blondie, think you're as good at fighting as you are at bein' stupid?" she said. Apio growled.

"You want me? Come an' get me." Shenzi said. Then she lept on a ledge on the left side of them and ran until she stopped when she was at the end of the mob and jumped onto the ground. She smirked at Apio, who was angry, and Apio forgot all about the second mutiny against the hyenas and went after "Nala".

"Monifa, you couldn't be as good a matriarch, OR as good looking, as me if your empty life depended on it." Nala said, using more cruel words than she normally would and trying to be like Shenzi. Monifa looked at Nala with hatred in her eyes.

"The best you could ever do is catch me in a cheap pursuit." Nala said.

"I'LL SHOW YOU THE BEST I CAN DO!!" Monifa yelled, then tried to pounce on Nala. Nala dodged out of the way and did the same thing Shenzi did.

Soon Nala had the hyenas after her, and Shenzi had the lionesses after her. That was stopped though, when the loyal parts of the clan and pride cut them off from chasing their leaders any further. Soon the loyals and the betrayers were fighting, loyal hyenas ripping at traitor lions and loyal lions slamming their paws at traitor hyenas.

"Shenzi!" came a voice from a few feet away. Shenzi looked around and saw Banzai come up to her.

"Hey you ok?" she asked him.

"I should be askin' you the same question. What kinda move was that?" he said.

"Hey it worked didn't it?!" Shenzi said.

Then, they both heard a low roaring sound. They looked to their right to see Apio a few feet away from the fighting lions and hyenas. Both growled as she took a few steps closer. Suddenly, Shenzi lost her footing and slipped.

She grabbed onto Banzai's tail with her teeth before she fell, causing him to lose his footing and slip. Both were hanging off the tip of Priderock.

"Well, this is ironic." Banzai said, trying to keep himself and Shenzi from falling.

"Whatever ya do, just don't, let, go!" Shenzi said, Banzai's tail still in her mouth.

Then Banzai saw Apio walk up to them. And tried to ward her off by throwing a paw at her, almost causing him to fall. Then he looked up to see Apio raising a paw, and closed his eyes tightly as he waited for her to strike, sending him and Shenzi into a fiery fall. But suddenly, he heard a roar of pain and opened his eyes and was shocked at what he saw.

T was fighting Apio! The hyena who had looked almost harmless to him, was ripping at Apio with her jaws. And by the looks of it, T was winning.

"Banzai what's goin' on up there?!" he heard Shenzi say.

Apio tried to swipe her paw at T but she dodged it and bit the front of Apio's neck with her teeth. Apio flung her off, almost causing T to fall off of Priderock. Then Apio tried to pounce on her. Bad move, because T jumped out of the way just before Apio could sink her claws into her.

As Apio missed, she tried to stop herself but couldn't. She managed to get the edge with her claws however, and was hanging off the cliff of Priderock T almost fell from.

"Apio!" Banzai and T heard someone yell at looked to see Adongo running towards them.

T moved out of the way while Adongo tried to help her sister. Adongo quickly tried her best to pull her up, but it was no use. Adongo looked into her sister's eyes before Apio slipped out of Adongo's grip.

"NO!" Adongo screamed.

T and Banzai watched as Apio was sent falling, yelling, into the fire. Shenzi saw the sight as well, and all three looked away as the lion hit the fiery bottom. Adongo could only stare, mouth agape, at where her sister had fallen. After a few seconds, she turned to Banzai and T angrily.

"This is all your fault." she said through gritted teeth. She charged at them with hatred in her eyes. T stood there for a minute, but then charged at her as well. She stood near the edge of Priderock, and Banzai watched as T let Adongo pounce on her. What the heck was T doing?! But then, T pushed Adongo off with her hind legs, sending her through the air. Adongo fell onto the rock but slid off the edge and shared the same fate as her sister.

After a mometn, T grabbed onto the scruff of the back of "Simba's" neck with her teeth and tried to help Banzai up. But could barely get an inch until something started tugging on her. She looked behind her without turning her head to see Ed trying to get Banzai up too. With the added strength, they managed to get Banzai back up and then the three helped Shenzi up.

The two former hyenas looked at Ed, he just smiled at them like they were still his hyena friends.


"Nala!" Nala heard someone call and looked to see Simba running up to her. She meerly smiled at him.

Then the two heard a meerkat and warthog yelling. They looked to see traitor hyenas being flipped in the air.

"S'cuse me! Pardon me! Comin' through! Step aside!" they heard a certain meerkat say. Then they both looked to see Timon and Pumbaa, Timon riding on Pumbaa's back, run up to them.

Nala and Simba smiled at Timon and Pumbaa, Timon smiled back. Then, after looking them over, Pumbaa smiled back too.

"Eh, don't worry, as long as ya don't call 'em "the 'P' word", he ain't goin' after you two, this time." Timon said, then laughed.

(A/N by "the 'P' word", he means "Pig.")

Then the four of them looked up when they heard a lioness shriek. They looked up to see Inala lying down, cornered, and stood in front of by a vicious-looking hyena. Then, they were all appalled to see Bongani jump in front of her and growl fiercely at the other hyena. Timon looked back at "Shenzi."

"I hope you won't take this personally." he said, then he and Pumbaa went right at the hyena and Pumbaa rammed into him with his tusks, sending the traitor hyena flying.

Simba and Nala smirked at what Timon and Pumbaa did. But then looked behind them to see Gituku, Monifa, Kamau, Abeni, and Bujune. The five hyenas started circling them.


Shenzi, Banzai, Ed, and T ran from the edge until they stopped short when they saw Simba and Nala surrounded.

Simba growled as Nala looked frightened from behind him. Monifa snickered evilly and Gituku grinned evilly as the five hyenas started to close in on them.

Then Monifa and Gituku ganged-up on Nala and pinned her to the ground. Both were about to sink their teeth into her neck until they were slammed into and pushed aside by Simba.

Then Shenzi and Banzai got angry and started attacking the five. Shenzi went after Abeni, and Banzai fought with Kamau. Bujune fled like the coward that he was, but ran into Timon and Pumbaa. T was helping Shenzi out and Ed was helping Banzai. Timon and Pumbaa were flinging Bujune into the air and Simba was fighting Gituku.

But suddenly, Nala felt the wind get knocked out of her as she felt herself being slammed to the ground. She looked up, and Monifa had her pinned.

She did the same trick she used with Simba when they were cubs, and used her hind legs to push Monifa off her. But that didn't stop Monifa for long. As Nala got up, Monifa pounced on her and was trying to latch onto her neck with every fiber in her body.

Back at the crowd fight, Shenzi grabbed Abeni by the neck with her jaws and slung her into a rock. Abeni fell to the ground, but didn't come back up.

Kamau saw this and was heartbroken, then he angrily grabbed Ed by the neck and threw him into the crowd of fighting lions and hyenas. Then he slashed Banzai in the face and Banzai cried out in pain as he turned around. Then Kamau ran to Abeni, who was barely breathing.

"Abeni." he said in her ear. She looked up at him, and smiled. Kamau looked helpless, he didn't know what to do.

Abeni just took his paw with hers, and Kamau calmly smiled back. They looked to see some lionesses behind them. But Kamau just turned to Abeni calmly.

"I love you too." Abeni said. And Kamau laid his head on hers, before the lionesses moved in on them.

Nala saw this, and all of a sudden she felt the hyenas didn't deserve to be killed. But she knew she'd have to deal with Monifa first. But suddenly, that didn't become a problem, because she saw Monifa being lifted off of her by the neck and slung towards Simba and Gituku. Monifa slammed into Gituku, causing him to get off of Simba. Nala looked up to see her body above her.

"Thank you." she said to Shenzi, smiling.

"Now don't get all sappy about it." Shenzi replied back, but smirking. Nala just smiled at her. Then turned her attention to the two hyenas who were being approached by the lionesses.

"We have to save them." Nala said, getting up.

"What?!" Shenzi said.

"After all they did to us you wanna save 'em?! You sure Monifa didn't hit you on the head or somethin'?" Shenzi said.

"Oh c'mon! If you and the other two can change why not them?" Nala said to her. Shenzi looked up at Abeni and Kamau, the lionesses were slowly closing in on them.

Then she saw Nala run towards them. Shenzi groaned as she followed. The lionesses were about to pounce on the couple, Kamau's head still on top of Abeni's; he wouldn't leave her.

But then Nala swerved in front of Abeni and Kamau, shielding them from the lionesses.

The other lionesses were puzzled; these two hyenas were traitors, why didn't their matriarch want to kill them? Abeni and Kamau were surprised as well. They thought they'd be killed for their crimes for sure. But Shenzi was protecting them?

Then they saw Nala walk up and get in front of them as well, but she did manage to steal a glare at Abeni and Kamau before talking to the lionesses.

"Forget about these two. Save you energy and go help out everybody else!" Shenzi said to them. The lionesses turned slowly, but without question, and did as they were commanded. Nala smiled at Shenzi and went to help Simba. Then Shenzi looked at Abeni and Kamau.

"You two ain't getting' away that easily." she meerly said, and went to find Banzai, Ed, and T. Abeni and Kamau looked at each other.


Shenzi and Nala found T and Simba fighting with Monifa and Gituku. Ed tried to help T out but Monifa slashed him in the face and Banzai went to see if he was ok. Finally Gituku had Simba pinned. He raised his paw in the air and was about to strike until he was slammed into and Gituku was knocked off Simba. Simba looked up and saw Nala fighting with Gituku.

Monifa smacked her paw against T's face and T was sent flying towards a cliff on Priderock. Before she could fall, T latched onto the edge with her claws. Monifa raised her paw in the air to strike and T closed her eyes tightly and waited for the pain until she heard a hyena crying out.

She looked to see "Nala" pinning Monifa to the ground. Monifa bit onto Nala's paw and Shenzi let go. Then Monifa went after "Shenzi" who was swiping her paws at Gituku. Shenzi tried to go after her but Monifa would only fight with Nala, who she thought was Shenzi and had tried to steal Gituku away.

Soon Shenzi was fighting with Gituku and Nala was fighting with Monifa. Monifa locked onto the top of "Shenzi's" face with her jaws. Ignoring Nala's cries of pain Monifa sunk her claws into Nala's shoulders, until Monifa was suddenly knocked aside and slammed into Gituku.

Nala and Shenzi were surprised but didn't know how it happened. Simba came over to Nala to see if she was ok, as did Pumbaa and Timon. Then Banzai and Ed came over to see if Shenzi was ok. Then they all looked over to see Gituku and Monifa sprawled out near the edge of Priderock, and Abeni and Kamau were standing a few feet away from them.

Everybody but Nala was shocked.

"Kamau." Gituku chocked out, then coughed.

"Abeni." he said.

"What are you doing?"

"Something that should've been done, a long time ago." Kamau replied.

"This, is thinking of what's best for the clan." he finished as Abeni went to help T up from falling off the edge, she pulled her up without hesitation.

Gituku and Monifa saw this and after a moment of taking it in they got angry.

"You're just as cowardly as Bujune." Gituku said and pounced at Kamau but he ducked but Gituku ended up pouncing into T.

Both rolled into a crack in the floor of Priderock.

"NO!" Shenzi and Nala said in unision and both ran to help.Shenzi and Nala sped around a corner, because Nala knew where the crack would lead. The others were following, including Kamau and Abeni, but they were a few feet off. Monifa also followed, but only because she was worried about Gituku. When Shenzi and Nala got there, they didn't see anything.


"T!/T?" Shenzi and Nala called out.

"T!/T?" they called out again as they took a few steps forward. Then they saw T's body on the floor...not moving.

"T!" they both said as they ran over. Then everybody else walked in but they were looking for Gituku.

"Coward probably left before we all got here." Banzai said.

"Uh-uh." Kamau and Abeni said in unision.

"That's not his style." Kamau said. Nala and Shenzi were too busy worried about T to notice two yellow eyes staring at them from the dark.

"Please wake up T." Nala said quietly, nudging her with her head. T didn't move.

"Please." she silently pleaded. She was a bit surprised when Shenzi gently pushed her and went to T herself.

Then Shenzi touched T's cheek with her nose on the spot where T's cut had been. T winced a bit and opened her eyes. She blinked a bit and looked up at them. Shenzi smirked, satisfied with herself and Nala sighed in relief. Ed had glanced at T a bit while still looking for Gituku but when he saw her awake he snapped his head back in her direction.

Then he tapped Banzai on the shoulder, Banzai turned around to him and Ed pointed his paw towards T. Banzai's eyes widened when he saw it. T then got up, which got everybody's attention, and they walked a little closer. Except for Kamau and Abeni, who were still on the lookout for Gituku. And Monifa, who didn't care.

"Ok everybody, back-up, give 'er some air." Shenzi said, backing off a bit, looking at T, and the others backed off too. Abeni was happy T was alright and turned her head towards Kamau and smiled at him. He smiled back. But then Abeni saw something hiding in the shadows. Kamau saw her expression and turned his head towards where she was looking.

Much to their horror, Gituku was a few feet away from the group. They knew he wouldn't dare attack because he was outnumbered but Gituku still had his ways. Then they saw him disappear in another crack leading to the room. They looked behind them, Monifa wasn't there.

Abeni and Kamau were starting to get uncomfortable. They looked at each other and went to the others.

"We need to get out of here." they said. Everybody looked towards the exit but were shocked to see it was blocked by a boulder.

Then everybody heard a sound like a tree cracking as it was falling. Then they backed away quickly when a huge, burning limb fell through the crack T and Gituku had fallen through.

The room was filling up with smoke at an alarming rate. Ed and Kamau tried to shield T and Abeni from the flames. T and Abeni were already coughing. Timon and Pumbaa were backing away from the flames as much as they could. Simba, Nala, Shenzi, and Banzai knew they had to get everybody out of here.

Then they all looked at the boulder, then at each other. Shenzi and Banzai quickly went up to it and started to heave their weight against it. Then Simba and Nala started to help too. Everybody turned and saw what they were doing. Abeni and Kamau went over to help too, as did Ed. Finally, the boulder budged and a gap formed just big enough to go through.

"Alright, you two better get outta here." Simba said to Timon and Pumbaa, trying his hardest to keep the boulder from blocking the entrance again.

"Yeah, you go with 'em, T." Shenzi said, also trying her hardest to keep the boulder up.

"But-" Timon, Pumbaa, and T started to say until they were cut off.

"I SAID GO!" Simba and Shenzi yelled. Then the three went over to the gap and reluctantly clawed their way out.

"Ok--you go next Ed." Shenzi said as she coughed. Ed looked surprised and shook his head whining, he didn't want to leave his friends in the flames.

"She didn't ask ya, she told ya, now move it!" Banzai yelled at him. So Ed, just as reluctantly as T, Timon and Pumbaa did, crawled out. Abeni coughed from the smoke.

"Right, that only leaves you two." Nala said to Abeni and Kamau.

"Shenzi you and those three can't hold this thing forever." Abeni said, then coughed again.

"We owe you, you and Banzai get out." Kamau said.

"That wasn't a request." Nala said determinedly. Abeni and Kamau looked at each other, then reluctantly left. Finally, the four looked up at the sky through the crack T and Gituku fell through.

"When the moon looks like it's in the middle of that crack", then Nala coughed, then continued, "it's midnight." she finished.

Then they all saw it was very close to the middle, right on the edge. They knew they'd never make it in time, plus the smoke was filling the room so fast it became impossible to make it out alive anyway.

So after seeing that their friends were out of harm's way, the four gave up and let the boulder fall, covering the entrance again and trapping them in the smoke.

They all coughed as smoke entered their lungs and as the flames grew higher. They all lowered their heads as much as they could to get away from it, but it was no use.

Soon their coughing exhausted them, and they looked up to see that the moon was in the middle of the crack. They looked down and saw that they weren't in their original bodies again.

Then they just gave up and let themselves fall to the ground, waiting for the flames to engulf them. Soon, they fell into unconsiousness.



Outside, the six were waiting for them worriedly. When they saw the boulder drop back into place, they started to panic.


"No!" T said as she ran to the boulder to try to get it back up.

Ed, Timon, Pumbaa, Abeni, and Kamau ran to help. They pushed on the boulder with all the strength they had but it didn't give way.

They gave up, exhausted, but looked up after hearing growling. They all looked away from the boulder and saw Gituku and Monifa, with a few traitor hyenas behind them.

The four hyenas growled at them and Pumbaa snorted angrily.

"Too bad the rebel lionesses had to miss this." Monifa said evilly.

"But they all had a little 'spill' off of Priderock. Or left, I guess that's what ya get when ya have hyenas workin' with lions." Gituku said, also evilly.

All the hyenas approached the six. T, Ed, Pumbaa, Abeni, and Kamau prepared to fight. Finally, the betrayers ran towards them. The six fought back viciously (well, except for Timon who was riding on Pumbaa's back while Pumbaa was ramming hyenas with his tusks).

By mistake, Pumbaa rammed into Ed. Ed let out a cry as he was sent flying into a nearby rock. Then Ed got back up and shook it off then looked angrily at the two.

"Sorry." Pumbaa said.

"Force of habit." Timon said.

T bit into the side of Monifa's neck. Kamau and Gituku were biting, kicking, and clawing savagely, both seemed to be a match for each other. Ed came over and helped Kamau out. Nobody noticed that Abeni wasn't even in the fight. Finally, Kamau saw she wasn't.

"Ed! T! Where's Abeni?" he yelled at them, Gituku had him pinned down. Ed and T looked around and didn't see her. Monifa saw T was distracted and pawed the side of her face, sending T flying and smacking against the boulder.

As T struggled to get up, Monifa stalked up to her to finish the job. But Pumbaa blocked her and snorted threateningly. Suddenly, they all heard a roar and looked up until they saw Sarabi and Abeni above them, with then entire loyal parts of the clan and the pride behind them.

The rebel hyenas cowered because there were a lot more lions and hyenas than them. Then they all started running away in fear.

"What the-!?" Gituku and Monifa said as they turned their heads to see them running, until they were cut off when T and Abeni punched Monifa in the face, and Ed and Kamau punched Gituku in the face.

Soon they entire league of betraying hyenas and lions had fled Priderock (if they weren't beaten to a pulp first).

"Well I don't think they're gonna be showin' their ugly mugs around here again!" T said as everybody watched them leave.

"Not while we're around!" Timon said.

"Well I'd never thought I'd see the day when lions and hyenas would be fighting alongside each other." Sarabi said, happy. Inala and Bongani smiled at each other after Sarabi had said that, they were in the crowd behind her.

Suddenly, Ed's ears perked up like he just remembered something and he looked worried. T noticed this.

"Ed, what's wrong?" she said. Ed babbled something in his gibberish language, and after he was done T looked horrified, she remembered too!

"Oh no! Shenzi and Banzai!" T said. Then Timon and Pumbaa got horrified looks on their faces.

"Simba and Nala!" They said, looking at each other. Abeni and Kamau remembered and mentally critized themselves for being so forgetful.

"What? What happened to them?" Sarabi said, worried. T ran over to the boulder and shoved on it with all she could manage from herself. Ed came over to help as did Timon and Pumbaa.

Suddenly, the four were surprised to see the rock moving. They looked over and saw a few lionesses helping them out. T, Timon and Pumbaa went back to work but T had to elbow Ed to snap him out of a surprised daze; he wasn't used to lions helping him all of a sudden.

Finally, they all managed to push the rock away from the entrance. T, Ed, Timon, and Pumbaa walked inside, hoping to see their friends...still alive. They all saw them lying on the ground, not moving. The four slowly walked over to them. Ed and T walked over to Simba and Nala's bodies, but Timon and Pumbaa were surprised when they found themselves walking over to see if Shenzi's body was ok.

Ed whimpered and pushed the side of Simba's body's head with his to try to wake Banzai up. Timon and Pumbaa looked at each other, then Timon went over to Shenzi's body's head. Timon rubbed her cheek a little with his hand, but she didn't move. Pumbaa was starting to tear up. He looked over, and he could see that T had tears in her eyes too.

T saw him looking over at her, and quickly turned her face away. Pumbaa slowly walked over to her, and nudged her side with his hoof. T looked at him, Pumbaa smiled a little, trying to reassure her. Then they both looked at their friends' bodies again.

The rest of the pride, including Sarabi, and the rest of the clan, including Abeni and Kamau, were looking at them through the entrance, worried and fearful expressions on all their faces.

Abeni started to silenly cry and put her forehead on Kamau's shoulder. Kamau nuzzled her, trying to comfort her. Sarabi even let some tears fall from her eyes, to the floor.

Timon wouldn't give up on trying to wake up "Shenzi", and started pushing on her cheek with both hands. He went over to her ear.

"Shenzi?" he said. Then he went to in front of her face.

"Shenzi." he said again, even louder. Ed started to tear up, he knew that wasn't Shenzi anymore, and even if it was it didn't matter, his two best friends were... He whimpered as he let tears fall from his eyes, over his two now lion friends. T let her tears fall as she looked at the two lions, and put her arm around Ed and her paw on his shoulder, rubbing it, trying to comfort him.

But Timon wouldn't give up. He kept pushing on Shenzi's body's face, trying to wake her up.

"Shenzi!" he was now yelling.

"Shenzi wake up! Wake up!" he said, trying to lift her head up off the floor. Then he let it fall back down, and he himself fell to his knees.

"Wake up." he said as he let himself fall to the ground and pounded the rock floor with his fist.

Just as he was about to lose hope, he heard moaning. He looked up, and saw Shenzi's face, apparently she had regained consiousness and was just now noticing the pain. Timon got to his hands and knees then he saw her eyes flutter open and he crawled in front of her face.

"Shenzi?" he said, getting on his knees. Shenzi's eyes came into focus and the only thing she noticed was his face in front of her mouth. And she wasn't hungry.

"Ahhhh!" she gave out a short shriek as she quickly sat up and smacked Timon away with her paw. Ed and T snapped up when they saw her. Shenzi looked disgusted at the meerkat who was now lying against a rock.

"Shenzi?" T said. Shenzi looked over to see T and Ed looking at her. Ed had a questioning look on his face. Shenzi knew what he was thinking, and she wondered herself.

She looked over and her eyes widened when she saw...Nala! Not her in Nala's body but, Nala! Ed blocked her view with another questioning look. Shenzi looked at him.

"It's me Ed." Shenzi finally managed to say.

Ed was quiet for a minute, then snapped up and started laughing and happily speaking in gibberish. He was so glad to have his friend back.

"Me and Ed are glad ta have ya back Shenzi." T said to her, smiling. Then her expression dropped.

"Wish we could say the same for Banzai though." T said quietly. Then, Shenzi and Ed looked surprised.

"Banzai!" Shenzi said and Ed said in his gibberish language as they both talked at the same time. Then they both ran over to in between Banzai and Simba's bodies.

Sarabi then remembered what happened to her son and ran to join them. Shenzi, Ed and Sarabi looked worriedly at the bodies. Then, they all heard Nala groaning and looked over to see the lion queen getting up.

As Nala came to she remembered what happened and quickly looked behind her, hoping she wouldn't see her body staring back. But then a huge smiled formed on her face when she saw Shenzi, in Shenzi's body, smirking at her.

Nala looked at herself and saw that she was in her own body again too. She looked up to Sarabi, who smiled at her.

"We're back!" Nala said, getting to her feet.

"Well, I dunno if that's completely true." Shenzi said. Then Nala looked down and saw what she was talking about. She saw Simba and Banzai still unconsious lying on the ground.

Nala walked over to them. Ed whimpered as he waited for his friend to wake up, Shenzi patted him on the back to calm him down.

Sarabi and Nala looked worried. Then they all saw Simba and Banzai's faces move and their eyes open. They watched them, anxiously, as the two got up, then looked at them. Finally, fed up with the silence, Shenzi and Nala spoke up.

"Banzai?/Simba?" they both said quietly, but accidentally at the same time. Shenzi and Nala looked at each other after hearing themselves, then looked at Simba and Banzai.

"Is that, you in there?" Shenzi asked (who she was hoping was) Banzai.

Simba and Banzai looked themselves over, then relieved looks came upon their faces.

"Yeah!" they said excitedly. Then calmed down and looked at Shenzi and Nala.

"Is that, you in there?" they asked them in unision.

"Yeah." Shenzi and Nala replied, smiling.

Sarabi looked relieved. And luckily for the formally switched up lions and hyenas, and Ed and Sarabi, the pride and clan were too busy watching Pumbaa trying to help Timon regain consiousness, to notice what was going on.

Ed couldn't hold it in any longer and grabbed Shenzi and Banzai into a hug, actually wrapping one of his arms around Shenzi's neck, who was on his right, and the other arm around Banzai's neck, who was on his left.

He happily talked in his gibberish language, close to tears of joy. To Simba, who smiled when he said it, it sounded like:

"Looks like I got my two best friends back!"

"Ok Ed, that's enough!" Shenzi choked out, she was barely able to breath in Ed's grip.

"Yeah, we're happy ta be back too, now let go!" Banzai choked out, taking a lot of his strength to say it. T, Sarabi, and Nala merely smiled.

Then Ed suddenly let Shenzi and Banzai go, both started gasping for air when he did. Then they saw Ed looking at them in a funny way. Shenzi and Banzai looked at each other.

"What?" They finally said. Then they saw Ed look over at T, then back at them.

"Oh." They said, getting what Ed wanted. They hesistated, but Ed nagged at them in his gibberish language.

"We're goin', we're goin'." They said, as the three of them walked over to T.

"Uh, T, there's somethin' me and Banzai gotta tell ya." Shenzi started.

"It kinda has somethin' ta do with what's been goin' on around here lately." Shenzi continued.

"So you guys are dating, doesn't bother me." T said. Shenzi and Banzai looked surprised, and Ed burst out laughing. Shenzi and Banzai looked at Ed, annoyed. Finally, Ed stopped laughing.

"Actually, T-" Shenzi began, but Ed waved a paw in front of her. She and Banzai looked at him puzzled. Then Ed spoke in his gibberish language again.

"What'd he say?" Shenzi asked Banzai.

"He said 'Nevermind, you two already got what ya deserved for keepin' secrets'. Banzai replied.

"Oh yeah? And what's that?" Shenzi asked Ed, her paw on her hip. Ed talked again.

"Embarrassed in front of a bunch 'a lions." Banzai translated. Then both hyenas looked surprised, then looked behind them to see Simba, Nala, Sarabi, and a few lions looking at them, all smiling.

Timon and Pumbaa heard T also. Pumbaa patted Timon on the back.

"What?" Timon said, looking at Pumbaa.

"I wouldn't exactly call us, 'a bunch'." Nala said to the hyenas, smiling.

Shenzi and Banzai felt their faces turn red.





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