Author's Note: The Lion King is owned by Disney, I do not own any of their canon characters. I do own some of my own characters, but none of them appear in this chapter.

Hello all! Having returned from afar, I now present a new story. For first-time readers it is perfectly possible to understand with no knowledge of anything but the films themselves, although I would of course love you to read the two previous instalments: 'Rafiki's Tales: Dawn', a rather light, comic thing, and 'Rafiki's Tales: Morning', a considerably darker take on the background to the first film.

For those who have not read my stories before, it may be useful to know that in my family tree, Sarabi, Sarafina and Zira are sisters, and the daughters to Mufasa's predecessor as king, whilst Mufasa and Scar were sons to the queen's brother – Mufasa's journey to become king is detailed in 'Morning'.

Anyway, this is a direct sequel to TLK2, but we start a little later…

Thanks immensely to all those who have reviewed in the past, and I hope you enjoy this one!

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Mother of the Pride...

Nala lay on the platform of Pride Rock, watching the dawn. Below her, the Pridelands were deserted. It was her favourite moment of the morning, when the noctural animals had vanished, but the Pride had not yet woken, there was utter stillness in the air. The reddish morning sun caught on her light fur, making it seem darker than usual. She was not as young as once she had been, and a little greyness about the muzzle and dullness to her fur testified to this. No lion who had seen her bound across the plains could ever accuse her of becoming weak, however. Many was the time she took back her duty as leader of the hunting party from Kiara, just for the thrill of the chase again.

Fondly, she looked back at the cave where her mate, daughter and grandchildren were still fast asleep. She chuckled as she remembered Simba clamouring for the chance to play with them today, like a lion half his age. It was sometimes strange even now to think he had been King for so long, to her he was still such a cub. She wondered if he would be quite so pleased when he was woken.

Gently, she arose. As she had grown older, she found she woke earlier in the morning, she had been here since long before the dawn and a little dew had formed on her coat. Shaking it off, she descended the side of Pride Rock, and set off into the Grasslands. She was not going anywhere in particular, but these long walks gave her time to think. She remembered Sarabi taking many of these, sometimes hers had lasted for days.

Sarabi….

Nala sighed as she moved towards the waterhole. She wished that the cubs could have known their great-grandmother. She had so many memories of her…

...'Look out at your kingdom, my love.' Purred Sarabi to her mate. 'Look out over the plains.' She smiled. 'You have brought peace and happiness to so many creatures, how can you still worry?' Mufasa also smiled, but his eyes were unsure.

'A king is never free from worry, beautiful mirage.' He said, using a name which the cub Nala, listening through a gap in the rocks, had never heard before. 'I must always care for the Pridelanders, and so must Simba.' He said.

'Don't you think he's too young?' Sarabi asked. 'I'm sure there will be other opportunities to teach him of the Circle of Life.'

'It is a lesson we all must learn, my love.' Mufasa said. 'You yourself told me that.'

'I suppose...' Sarabi pondered for a moment. 'I suppose I don't want to think about Simba succeeding you. Not just yet.'

'Don't worry,' Mufasa laughed, nuzzling his queen, 'I'm not thinking of abdicating any time soon...'

Sarabi lost her head in his flowing red mane…

Nala reached the water hole and dipped her tongue into it. The water was still cold, and it sent shivers through her as she drank. Mufasa had gone, but Sarabi remained. She was always there…

...'Auntie Sarabi?'

The ex-queen looked up from her corner of the cave. Nala saw her visibly relax when she saw who it was. She had probably been expecting Scar or Zira

'Nala. You startled me.' Smiling, she covered her worry. 'You haven't called me Auntie since you were a little cub.'

'I know.' Said Nala, trying to smile back. 'Auntie Sarabi… where's mum? I can't find her.'

The smile died from Sarabi's face.

'She's… had to leave.' Sarabi said, quietly. Nala was not a grown lioness, but neither was she a cub any longer. She drew in breath in alarm.

'You mean...'

'No.' Sarabi said, coming over to Nala. 'I don't. It didn't come to that.' Sarabi took a deep breath, and covered Nala's trembling paw with one of her own. 'Nala, you must understand that Scar… that the King has never liked your mother. She decided to leave. It was for her own safety, and yours. Be brave, child.'

Nala tried to will the tears away, and only one rolled down her face.

'Do you understand, child?' Sarabi asked in a voice full of care. 'She did it for you.'

'Why didn't she tell me?' Nala whispered.

'Would you have let her go?' Sarabi replied, looking into Nala's eyes.

She didn't need to reply…

Sarabi had been called the Mother of the Pride, and to Nala this was true. She had never been able to replace her true mother, but it was her and her alone that kept her, and protected her during the reign of Scar.

Nala padded away from the water hole, her thirst quenched, and strode through the grasslands. Her mind wandered, remembering again…

…'So, you're the ones who looked after my son?' The older lioness smiled as she brought her face close to the meerkat and warthog that stood before her. Nala could bearly suppress a giggle as she saw Timon trying to look both casual and respectful, whilst trembling at being so close to the mouth of a lion. Pumbaa, as expected, gave a deep bow and Timon, realising that this meant he could look away from her teeth without causing offence, did the same.

'Yes, your majesty… your highness… your…' Pumbaa began. Timon, forgetting his fear, elbowed Pumbaa sharply.

'Would have done the same for anyone, your highness.' He said, more cheerfully than he looked. 'Great kid. But you know that...' Timon added, breathing a sigh of relief as Sarabi moved her head back.

'The strange thing is...' Sarabi said as she looked over at her son, 'You've known him for so much more of his life than I have.' She bowed her head. 'I should have known that he was alive, a mother should always know. I'm afraid that… that you are more his parents than I can ever be.' She smiled again, but there was melancholy in that smile.

'Don't be sad, your highness!' Pumbaa said, bounding over to her side. 'No one can forget their mum, and we'll tell you all about the time you missed.'

'Sure,' added Timon, climbing onto Pumbaa's head to reach the queen's eye-level, 'There's plenty of Simba to go around, and we're willing to share!' Timon considered for a moment. 'Just settle back, relax, and hear…The Simba Story!' he waved his arms excitedly.

'Hey, Timon.' Pumbaa said, 'You sure that's a good name? I mean, wouldn't something about him being a king be better? That's the best part…'

'Leave this to me buddy, I know what I'm doing.' He coughed importantly. 'Ready to go, your queenness?'

'Please, Timon, Pumbaa…' Sarabi laughed, 'Call me Sarabi.'

'Sure thing, any name's fine with us, ain't that right my porcine compadre?' Timon chuckled, but Pumbaa had gone surprisingly quiet. 'Hey, meerkat one to Pumbaa, are you receiving me?' Timon knocked on Pumbaa's head. The warthog looked up, a little more subdued…

'Oh yeah, I'm listening Timon. It's just… I used to know someone called Sarabi…'

Nala looked up; ahead of her was the Tree of Life, its leaves glistening in the morning sunlight. Maybe she should call on Rafiki, she didn't see enough of the old mandrill. As she prowled towards the tree, she noticed the claw marks on a nearby tree, her grandsons had been climbing again. She smiled as she remembered Kiara's antics…

...Kiara returned sitting on Sarabi's back, looking confused and dazed. Simba ran forward anxiously, but Sarabi's smile reassured him. There was something astonishing in that smile, it could calm any situation.

'Don't be alarmed, Simba. Your daughter decided that she was a meerkat and tried to stand lookout.' Sarabi said with laughter in her voice.

'Kiara! What have I told you about listening to Timon's stories.' Simba said, his fatherly concern only slightly mollified by the fact that Kiara was clearly uninjured.

'Timon said he didn't like it, but I think it's great!' Kiara beamed, still a little unsteady from her fall.

'Possibly,' Sarabi tipped the cub to the ground, 'But meerkats are designed to stand on their hind legs. Lions are not. The next time Timon visits I shall be talking to him about this.'

'Aw… grandma!' Kiara jumped up and down in front of Sarabi. The older lionesses stern look melted away.

'Maybe I'll make him stay around for some pouncing practice. Give Zazu a rest perhaps!'

Zazu looked very grateful…

Nala neared the base of the tree and drew in breath to call for the old shaman.

'Need someone?' A voice said from above her. Nala let out her breath in a laugh as she saw the old shaman dangling from a branch over her head.

'I'll never know how you do that, Rafiki!' she said as the mandrill jumped down in front of her.

'Have you brought the cubs?' Rafiki asked, grinning.

'Afraid not. Simba's looking after them today, so you'll have to make do with me.'

'This an official visit, Mother of the Pride?' Rafiki bowed, and then bounced up, 'Or just a chat, Nala?'

'Mother of the Pride…' Nala said wistfully, 'That's what they called her…'

...'Vitani?'

The thin lioness turned sharply as the old queen approached. Sarabi's dull coat still retained a more golden sheen than Vitani's tawny colouration. Vitani turned away as Sarabi approached, but the Mother of the Pride sat beside her. For a while, neither spoke.

'Your brother is asking for you. He missed you after the ceremony.'

'My brother is heir to the Pridelands now, practically a Prince.' Vitani muttered. 'He doesn't need to be seen associating with an outcast.'

'I may not have been there,' Sarabi said, quietly, 'But I know that all of the former outlanders were taken back into the Pride. You were the first to return.'

'It takes more than a few words. We have been at war for nearly as long as I can remember. If you expect that to change over night you are more naïve than your granddaughter.'

'Nothing will happen if you do not try.' Sarabi sighed. Vitani snorted, but her eyes had less defiance. 'Vitani, your mother… my sister… was not always as you knew her. I remember when she was a cub. So mischevious, such a rebel, but part of us. She chose her path, but even when she had done far worse things than any of you, I think if she had truly repented, she could have come back. The seasons would have passed, time would heal. But she never made that first step. You made that step when you ended the war.' Sarabi's voice never rose above a gentle murmer. 'Care to take another?'

Vitani looked out across the Pridelands, her fringe falling over her eyes. Then, she rose, and left. A few moments later Sarabi heard Kovu greet her as she returned to the celebrations, and heard Vitani's sarcastic reply. She smiled, it had begun...

'Nala?' Rafiki tapped her gently on the forehead with one finger. 'You OK?' Nala came out of her thoughts, remembering how Sarabi had told her of that conversation.

'Just fine.' She said. 'Remembering…'

'Ah yes…' Rafiki nodded, 'So many memories, and the older you get, the more you have. What was in your mind?'

'I was thinking of Sarabi. It can't be many seasons since her funeral and yet… so much has changed since then.'

'As one chapter closes, another opens.' Said Rafiki, smiling a softer smile than his usual grin. 'Such is the way of the world.'

'True.' Nala said, thoughtfully. 'She went off for so many long walks before the end, even missing Kiara's first hunt, and all the aftermath. I often wonder if she went off to remember, or so she wouldn't have more to think about. When you miss chapters, it makes it hard to piece your life together.'

Nala settled herself comfortably amongst the roots, and Rafiki brought down some fruits. Despite being a carnivore, Nala liked the taste of Rafiki's usual meal, and for a few moments they ate in silence.

'Rafiki…' Nala began, unsure how to begin. 'You remember Sarabi's funeral?'

'How could I forget?' Rafiki said, 'It was only a few days later that…'

'Quite. I know what happened, at least…' she thought for a moment. 'I know what I saw. But I don't know everything. I don't know what happened next.'

'In the Northlands?' Rafiki asked, one eyebrow raised. 'Kiara never told you.'

'Not enough. I can tell when my daughter is hiding something, Rafiki.' There was a pause. 'I need to know.'

'There are so many sides to a story, Nala. It may take a long time to tell, and it isn't always a happy tale.'

'What good story is?' Nala smiled. 'I notice you spent all of yesterday telling the cubs about Mufasa's struggle to reach the throne and none at all about his reign.'

'Who wants to hear about peace and happiness, where's the drama there?' Rafiki grinned.

'Quite.' Said Nala. 'I need to know.'

Rafiki considered for a moment, scratching his head. Then, he nodded, and sat cross legged on the ground.

'You could say it began years ago, before you or your mother were born. You could say it began when Timon and Pumbaa returned to their Oasis after Sarabi's funeral. But I'll begin at the funeral itself. Where better to start one story than with the end of another….'

Rafiki gave another sigh. This would be a hard one to tell. Especially to Nala. There are some things that a mother should never hear.

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Author's note: Please review! You know how much I appreciate them.

Next time: The lions look to the future, but two mysterious arrivals may not be such strangers as they appear…

Please keep reading!