Simba walked into where his old home was, which was now a barren wasteland.

"My gosh," Simba said seeing it all "That baboon wasn't lying, everything's desrtoied,"

"We're gonna fight your uncle, for this?" Timon said. Pumbaa with him

"Yes Timon," Simba said "This is my home,"

"Talk about your fixer upper," Timon said to himself. Yet if it was importaint to Simba, he and Pumbaa were with him to the end.

As Simba and his friends got closer to PrideRock, the true king of these lands couldn't help but wonder why he hadn't seen any of the lionesses. Only hyenas

In the end Timon and Pumbaa distracted some of the hyenas and managed to get atop Pride Rock.

"Where is he?" Simba wondered not seeing his uncle

Just then Simba heard some laughter

"Huh?" Simba said looking over at the sourse of the laughter, only to see two cubs play fighting.

"Those are the two lions I've seen since getting here?" Simba thought "Scar must be out on a hunt with the lionesses. But how would that explain the hyenas? In fact what are hyenas doing in the Pridelands anyway?"

Curiosity peeked, Simba decided to go investigate the two cubs, and maybe get some answers as to what was going on.

"Haha," Kovu laughed as Nuka tickled him

"Victory is mine," Nuka cheered

"Hello?" Simba said walking over to the two cubs. "Excuse me, but..."

"EVIL LION!" Nuka cried as he lept in front of Kovu to protect him

"Evil?" Simba said confussed "No I'm..."

"You!" Shenzi said coming out of Pride Rock with Banzai and Ed

"Aunt Shenzi!" Nuka and Kovu cried

"Nuka Kovu, get over here!" Shenzi ordered

The cubs ran over over to the protection of their hyena aunt. Ed took them into the cave

"Aunt Shenzi?" Simba said "What's going on? Where are the lionesses?"

Just then more hyenas came up around Pride Rock, surrounding Simba

"Did you notice anything different about this place since you were here last?" Shenzi asked

"What do you mean?" Simba said "It's a barren wasteland,"

"Exacly," Shenzi said "You have your uncle to thank for that. That powerhungry ego maniac was going to let us all starve. He didn't care about the food and water drying up. We tried to tell him about that, that we needed to start rationing food what with twice the preditors here now. I don't what was going through his mind to blind him from such things,"

"What happened to him?" Simba asked "And the other lions?"

"What do you think happened?" Shenzi asked

The hard truth hit Simba like a ton of bricks

"No..." he said

"Either he went, or we all died." Shenzi said

"My mother, Nala, all of them..." Simba said

"They attacked us," Shenzi lied, covering up what really happened. "Scar decided to hang us out to dry and make us all into lunch. It was eat or be eaten. We chose eat,"

"Then what about those cubs?" Simba asked "You just saving them till they get bigger and more filling?"

"Nuka's the new king," Shenzi said "A king we can who we'll raise to not let these lands go to the dumps. We found the other one a few days ago. We're not as heartless as you think we are,"

"You tried to kill me!" Simba said remembering how he and Nala barley escaped them

"That was just buisness," Shenzi said "Besides you lions get all the good stuff, while my clan is forced to endure hardships, less food and water. In a way, you lions were killing us way before any of this."

"Buisness?" Simba said not understanding

"Man you must be as dumb as your uncle." Shenzi said "Think about it, who told you to go to that graveyard? Who had you stay in the gorge? Who suddenly appreaed after you dad died?"

Simba's whole world crumbled just then

"He promised us we'd never go hungry again, he lied to us both," Shenzi said

Yet the only thing in Simbas mind was anger. Anger toward his unlce, anger toward himself for not figuring it out, and anger towards the hyenas

"You helped him didn't you? You helped Scar kill my farther?" Simba said

Shenzi just smiled, she knew Simba would loose this fight. The lion king was up against overwelling numbers

"MURDERERS!" Simba pouced at Shenzi, only to have her hyenas dog pile on top of him, Rafiki, Timon, and Pumbaa entered the fight as well. Yet their pressence made little difference againts with the odds still totally in Shenzi's favor. Even Timons, Ma and Uncle Max who were there (one and a half refence) got eaten by Shenzi's clan

When it was all over, Shenzi walked over the the now dead Simba

"A king ain't so tough without his ladies," Shenzi said smacking the dead lion

"Aunt Shenzi! Aunt Shenzi!" Nuk and Kovu said hugging the hyena queen.

"We were so worried!" Kovu sobbed

"We thought that bad lion might have got you," Nuka said

"Don't worry cubs" Shenzi said "Everything's fine,"

Years passed, and the Pridelands were back to as they once were, along with all the other animal heards

Nuka and Kovu had grown up now, and Nuka ruiled over Pride Rock.

Kovu wasn't jealous at Nuka or anything. Without him and his hyena friends he would've probably died after all.

In the end Nuka and Kovu would live their full lives. And without any lionesses to create a lion heir, Shenzi and Banzais daughter led the hyenas, yes they tied the knot in the end as well.

The end