The Pony Guard (Season 3)

by MXCDarkHorse2020


Episode 23: Rise of Scar Part Two (the 100th episode)

Episode 23:

Rise of Scar Part Two

Once Nightmare Moon is done her evil cackling after being transformed she immediately blasts magic at the ceiling causing parts of it to fall to ground. Twilight was quick to dodge them to avoid get hit by them. Once she lifts her head up she finds herself facing Princess Celestia who is facing off against her transformed sister with glaring anger in her eyes at the same time Nightmare Moon strolls up to her sister.

Princess Celestia then flies up as Nightmare Moon blasts magic form her horn at her sister to which she was quick to dodge as the blast struck the ceiling again causing the moonlight from the sky to appear visible from the castle.

“Luna!” Princess Celestia assertively addressed her while folding her wings. “I will not fight you! You must lower the moon it is your duty!”

“Luna” the dark mare questioned dismissively. “I am…Nightmare Moon! I have but one royal duty now: to destroy you!” She then shouted and shot out another powerful laser towards her older sister, causing her to jump and retreat after being caught off-guard by her sudden attempt to attack her. “And where do you think you’re going?” She called out to her while pursuing her in flight.

Twilight still observing the scene quickly opened her wings and took off after them to continue observing their fight from behind. Nightmare Moon relentlessly attempted to harm Celestia, but Celestia was able to dodge these beams of magic as if there was nothing else she could do just barely. These harmful magic attacks landed at the sides of the buildings and even destroyed a supporting arch. Even when Twilight had to quickly dodge and evade the falling debris to avoid being hit it didn’t stop her from pursing the two sisters at the same speed she has been maintaining.

However, it wasn’t long before Nightmare Moon finally managed to strike Celestia causing her to scream in pain as she falls down back into the castle through one of holes created from one of Nightmare Moon’s blasts. Nightmare Moon then cackles evilly again at her moment of triumph.

Twilight then flies down towards the knocked down princess back inside the castle with greater understanding of how their feud all happened just when Princess Celestia gets up on her feet after recovering from the attack who now looks on at Nightmare Moon’s direction with grim determination.

“Oh, dear sister. I am sorry, but you have given me no choice but to use these.” She spoke to herself with a tone of regret with what she is about to do as she used her magic open a secret chamber where a statue rises from the floor. It is the statue used to contain the Elements of Harmony with six gems on six separate pedestals.

The sun monarch flies up as she uses her magic to raise the six gems including the element of magic hidden in one of the stones and circle them around her causing a bright burst of magic to form around her. Fueled by the elements powers she rises up to face off against Nightmare Moon again and defeat her. Nightmare Moon glares her down reading her horn once more while Celestia does the same with regretful tears in her eyes as she prepares to banish her to the moon.

Nightmare Moon blasts a beam of magic from her horn as Celestia does the same with her horn powered by the Elements of Harmony creating a Beam War between the two. While Nightmare Moon initially holds her own, she finds herself overwhelmed by the elements powers as the beam battle goes in Celestia’s favor. Realizing what is about to happen all Nightmare Moon has to time to do is scream “NOOOOOOO!” as she is utterly consumed by a bright light and banished to the moon she will continue to remain there for the next thousand years.


Once Twilight recovered from seeing the vision she rubs her eyes and then sees she is now back in the present day where she stood as the others look at her in an odd way.

“Why are you all looking at me like that?” Twilight confusingly inquired.

After a moment, Applejack broke the silence to answer “It’s just you were mumbling to yourself…” She began to answer.

“Along with being rather quiet with what you were seeing, whatever it was…” Fuli added in concern.

“Ooh! Don’t forget all the thinking out loud you were doing.” Pinkie Pie included.

“We’re really worried about you?” Fluttershy added just as concerned as the cheetah next to her.

“Eh…” Discord shrugged while watching from the top of one of the spiky branches from the Everfree Forest. “…could have been better.” He then pulled out the images of what Twilight was doing while observing the flashback scenes. “Could have cried and made it more of a one-pony theater.”

“Are you serious?” Kyoga asked rather disgusted at his taste of humor at Discord who simply shrugged.

“Hey, it’s just my honest opinion.” He said to which Applejack and Rarity shook their heads in annoyance for how he said that.

“What did you see?” Kion then asked hoping that it provided the answers that they are looking for.

“Did you find out where Scar is keeping the princesses and where we need to find him?” Rainbow Dash asked while aggressively pounding her fists together.

“I saw something a long time ago.” Twilight merely answered. “But it didn’t explain what’s happening now.”

“Perhaps farther back still are the answers you seek.” Zecora suggested as she approached her, pulling up the vial once more. “Another sip of the potion will give you a peek.”

Twilight levitated the vial with her magic ready to experience seeing another flashback.

“You sure about this?” Spike asked while the rest of her friends give concerned looks as well.

Twilight simply drank the potion in response to Spike’s question.

“Sounds like she is sure about this.” Beshte said to the baby dragon just when Discord appears in front of them with an old-fashioned filmmaker rolling and dressed like a film-maker.

“Oh, I do hope she breaks into a song this time!” Discord eagerly spoke ready to start filming Twilight's reaction to her visions.

“You just love getting a kick out of seeing other’s cry don’t you?” Ono sarcastically asked him.

“Eeyep.” Discord didn’t even deny it.

“Ugh.” Was all Ono could say before turning back to see her the lavender alicorn finish drinking the potion her eyes her eyes glowed white again.


When Twilight opened her eyes to see the flashback clearly she finds herself seeing fish floating in the air even though there is no water. Upon seeing this she looks around the area like she has since this before as she turns to attention to the two sisters approaching somebody sitting on a chair in the distance with saddlebags on their backs and then quickly approaches them from behind so she can observe what is about to happen.

The figure in question turns out to be Discord who turns his chair around to face the Princesses who both look on clearly fed up with his antics. “Oh, this is so much fun. How about a game of 'Pin the Tail on the Pony'?” Discord jokingly asked as he holds up Celestia’s sparkling tail to which in reaction, she gasped when she looked back to see that her tail is no longer there.

Being further angered by Discord’s childish antics, she led Luna closer to him with glares of disdain towards him. “Playtime is over for you, Discord!”

“Oh, I doubt that.” He dismissed while swinging around a bag that was filled with what that looked like black popcorn kernels while munching them loudly. “Hungry?” The two alicorns only gave him a cold glare in response, even when the apparent food tapped them right on the face. “Suit yourselves.” As Discord continues to munch on his food, Celestia and Luna pulled out the Elements from their bags but they looked different by the they looked as if they had different appearance before Twilight and the others harnessed them.

“Oh! What have you got there?” Discord questioned without fear.

“The Elements of Harmony.” Celestia briefly and firmly answered.

“With them, we shall defeat you!” Luna added in the same tone.

While observing the scene, she examines the black popcorn kernels as they sink below down into the round, and figures to herself that the seeds that look the same color as the overgrowing vines that are invading Ponyville confirming to her that Discord’s past antics have indeed played a role in this.

Even when Discord is facing defeat he still laughed in the face of danger. “You should see yourselves right now. “The expressions on your face. So intense. So sure of yourselves!” He continued laughing while the two princesses connected each other’s horn as ready their magic to activate the Elements of Harmony. “Hilarious!” He chortled and laughed out, holding a claw out and his paw to his stomach just as the Elements magic landed onto him. He was immediately encased in stone in the same exact way Twilight and the others first found him.


Suddenly, her eyes were blinded again, and found herself taken someplace else. Midnight looked in amazement at the sight shining in front of her.

The princesses appearing there as well approached the highly mystical tree. “The Tree of Harmony!” Luna said as they reach the tree that is now right in front of them.

Said tree has Twilight’s cutie mark branded on the tree right above Celestia and Luna’s cutie marks to which the white alicorn flew up and sent out a beam of her magic at it.

“Are you sure?” Luna worriedly asked her sister as she flew up to join her sounding and acting unsure if what they are about to do is a good idea.

“We have managed to discover the only means by which we can defeat Discord and free the citizens of Equestria.” Celestia explained, and then began manually taking out each element inside, including Twilight’s which is now in her possession. “Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

“…magic?” Luna repeated in the form of curiosity yet understanding of her sister's explanation. She slowly approached the tree and placed a hoof on it. Suddenly, the tree flashed brighter for a second and Luna returned a small and quick yelp.

“Luna, are you alright?!” Celestia quickly met with her after that reaction worried for her well-being.

Luna stared at her hoof for a moment and then looked downwards at her chest. She gave a few sharp breaths before responding. “Yes…I’m fine.”

Before Twilight could see anymore, she was blinded again as she was now back to the present, now out of her vision.


“You okay?”

“So what did you find out?”

Both Kion and Spike instantly asked the mare as she shook her head recovering from the experience.

“I still don't know what's happened to Princess Luna and Princess Celestia” Twilight answered while lying at the same time. “But I think I know why the Everfree Forest is acting this way. Something's happened to the Tree of Harmony. I think it's in danger.”

“The Tree of Harmony.” Kyoga gasped upon putting the pieces together. “That’s it! That’s what Scar’s planning and where he is keeping the princesses.”

“Which means Scar will be there waiting for us.” Kion stated with a look of determination to stop him before leading the way in the forest’s direction. “Let’s go!”

“Ooh-hoo! I’m going to need more popcorn!” Discord reacted joyfully while appearing in his recliner chair, wearing 3-D glasses, holding an empty bag of popcorn, and drink, as if he was really watching a movie.

At the same time Scar keeps his attention on the Guard from above while keeping a close eye on them just when they all walk up to the entrance of the forest, leaving a highly familiar sight implemented in the girls minds. Only that this time around, there were large overgrowing plants around them.


“Seems like only yesterday we were heading into these woods to find the Elements of Harmony.” Rarity said recalling the night they met and worked together to defeat Nightmare Moon.

“It sure is.” Bunga agreed. “Seems only yesterday that the dark mare kidnapped me.”

“Seems like only yesterday I was foolish enough to think I should go after Nightmare Moon on my own.” Kion added while sighing at the painful memory of nearly losing one his friends to a villain but stating. “But knowing of what we're going to face in there, I know we need to face it together.”

The Lion and Pony Guard made their way inside the forest with Scar watching them closely from behind.

The group then made their way and came across the foggy swamp with water that looked acidic giving nobody any reason to touch it or even think about swimming across it at all. Not even Bunga dared to even think about swimming in it.

“We can use these to walk across…” Kion said to the group before moving to approach the stones above the water before Twilight quickly stopped him while shaking her head against taking that step. “…Huh?”

To prove her point, she flew up onto the stones to which they started shake because they turned out to be scales from a huge creature who emerged from the water who growled at them with the alicorn quickly flying off before she could be swung away.

“Oh, no.” Fuli quietly said in horror.

“Hevi Kabisa!”

“Hapana!”

Both Kion and Ono stated in more vocal horror.

“A cragadile! Run for your lives!” Rarity shouted out, leading to the others to all spread out to get away from him with the huge beast having his eyes set on Kion, Twilight, and Spike.

The targeted trio tried to only to run into a dead end thanks to a tree blocking their path leaving them cornered against the vicious reptile ready to pounce and eat them.

Twilight looking on without fear quickly flew up with her horn charged with powerful magic to stun him with Kion quickly following it up by using his claws to slash the creature’s face to buy them and Spike an opening to escape from him.

When the cragadile tried to recover, Beshte and Ono quickly charged at the creature with full force.

“Back off!” Ono shouted while constantly peaking at the reptile.

“Twende kiboko!” Beshte followed up while plowing straight into him to force him fall backwards.

Applejack followed it up by quickly lassoing the cragadile’s tail using one of the vines from the forest before the vengeful reptile could advance on the hippo to retaliate.

“Huwezi!” Fuli shouted while quickly running over to tie the cragadile’s mouth shut before it could snap his jaws on the farm pony’s head, and then used more vines to further restrain the cragadile to multiple trees nearby with help from the otherss. Twilight and Kyoga then used their magic in helping tie the cragadile’s limbs to the nearby four trees.

“Zuka Zama!” Bunga shouted while leaping on the cragadile’s snout and farted in his face. The cragadile ended up coughing and wheezing before passing out from the honey badger’s stinky smell. “That’ll teach you against messing with the Lion and Pony Guard!” He shouted at them before following after his friends away from in order to escape from being his dinner.

Once they were all far away from the subdued beast, they all sighed in relief.

“That was close. “ Twilight commented.

Applejack released a quick breath before responding. “A little too close, if you ask me. You sure you're all right?”

“I’m fine.” Twilight reassured. “Just avoided a close call there. That’s all.”

“We better keep moving.” Kion stated before leading the way on over to where the tree is with Twilight along with the rest of the Lion Guard quick to join him.

“Let’s…” Kyoga spoke in agreement.

“Hold up…” Applejack suddenly spoke up with a voice of disagreement.

“Huh…?” Kion asked when he turned to see that their pony friends aren’t following after them.

“Well, we were just thinking, and we’re thinking that maybe it be best if you went back to Ponyville and let us look for the Tree of Harmony without you.” Applejack spoke up her thoughts.

“What? Why?” Twilight inquired in slight anger at what she’s suggesting.

“For starters, you just about got eaten by a cragadilly.” Applejack further continued her reasons why.

“We all did. He wasn’t after just me.” Twilight defended.

“And it’s pronounced cragadile.” Kyoga added.

“Sure but the point is…” Applejack continued while approaching the princess. “…well, the rest of us aren’t princesses.”

“What’s that got to do with anything?” Twilight asked defensively.

“Princess Celestia and Princess Luna are gone. If something happened to you, I-I just don't think Equestria can risk losing another princess.” Applejack reasoned.

“No!” Kion asserted while standing in her friend’s defense. “The Lion and Pony Guard go in all together!”

“Yeah! Nobody but nobody gets singled out and left behind!” Bunga stated in agreement.

“Actually, Applejack does make a valid point.” Rarity said in agreement siding with Applejack. “Even if we manage to save the Tree of Harmony, it won't necessarily mean Princess Celestia and Princess Luna will return. Equestria will need somepony to lead in their absence.”

“You all do remember who my father is don’t you?” Kion reminded everyone else of the lion watching over in the princesses absence.

“Well yes, but we’re talking the need of an alicorn princess.” Rarity clarified.

Kion released an offended growl of what the Mane Five are saying while Twilight is now feeling hurt.

“But the Tree of Harmony!” Twilight protested. “I'm the only one who has seen it and knows what it looks like.”

“Huge tree, cutie marks on the trunk, probably being attacked by something hideously awful? Yeah, I'm pretty sure we'll know it when we see it.” Rainbow Dash responded as she flew down to the alicorn's eye level unconcerned.

Twilight could not believe what she is hearing and was left tearing up from the feeling she is being kicked off of the mission. “All of you feel this way? Feel like I shouldn't be here?”

“We don’t! Right girls?” Fuli voiced on behalf of the Lion Guard but the girls cemented their stance taking Applejack’s side when they decided not to speak up. “Girls?!”

“It is for the best.” Fluttershy said on behalf of the girls which further shattered Twilight’s heart looking on very hurt by her response.

“Girls!” Fuli shouted in disbelief that they are all seriously preferring that she goes back home. “You all can’t be serious?!”

Twilight simply flies away in the opposite direction while crying ignoring the pleas from the others.

“Twilight! Wait!”

“Come back!”

Both Kion and Beshte desperately called out for him on deaf ears. But Twilight didn’t listen nor turn back towards them while instead flying in the opposite direction of the group.

Kion then angrily turned to the rest of the Pony Guard for driving her away like that. “I’m going to go find and bring her back because like it or not she is going to be there for us for when we take on Scar and I do not intend on losing to him because she’s not there to back us up.”

Kion then stormed off in disappointment while running after in Twilight’s direction with Spike following after him.

“Congratulations…” Kyoga started with a tone of utter disgust and disappointment at them once more. “…you sent her away to protect her. But you also managed to drive her away in tears…again.”

“You all happy with yourselves?” Fuli sternly asked them while giving a disapproving glare at Applejack. “Was it really worth leaving her alone like that again? Huh?” The farm pony could only lower her hat down in shame. “I didn’t think so.”

“I mean honestly…” Kyoga added before turning to leave. “…when will you girls ever learn?”

“Come on, Lion Guard.” Fuli said to Beshte, Ono, and Bunga before following suit. “Let’s go get Twilight back.”

Fuli and the rest of the Lion Guard followed after Kion, Spike, and Kyoga leaving the ponies all feeling very regretful and heads hung in deep guilt of having shooed their friend away from them again.

“Thanks for speaking of the idea, Applejack.” Rainbow angrily then said to her.

“We all agreed it was the best thing, Rainbow Dash!” Applejack just as angrily fired back. “We were tryin' to protect her.”

“Expect we instead sent her away.” Fluttershy softly said sounding like she is going to cry.

“What were we thinking?” Rarity expressed slightly dramatically yet in an un-humorous manner.

“So what are we waiting for?” Pinkie asked everyone. “Let’s go over, catch up to Twilight, bring her back her, work together to beat Scar, and then save Equestria and the princesses.” She added in a motor-mouth fashion before rushing off ahead. “Not to mention the celebration party for afterwards.” She added loudly before everyone else followed after them.


Twilight flying off ahead in the Everfree Forest is still pretty upset and hurt to the core of being sent home but found herself quickly wiping away the tears when she found a nice open area for stop and pull herself together when she landed.

“Life’s not fair is it. Must be so disappointing when friends don’t treat you like friends, huh?” Scar said from right behind her back. Twilight quickly turned around and faced him upon hearing him looking rather alarmed by his sudden appearance before changing it to a more defensive ready to fight stance by flaring the magic on her horn.

“Don’t be afraid, Twilight.” Scar calmly said to her in the face of the angered mare. “I have no reason to hurt you.”

“And what reason do you have that’ll make me see that you are telling the truth?” She demanded unconvinced.

“Nothing more than my words of wisdom and vision alone.” Scar replied while demonstrating the truth from the magic from his paws showing her memories from the day he started spying on her.

“And you sure are off to great start of making me feel better by revealing of how you’ve been spying on me this entire time.” Twilight sarcastically remarked.

“Oh Twilight, it’s not about how you begin life…” Scar corrected. “…but how you move forward from it and strive to become better in life. Like me.” He then displayed a visual of him when he was an adolescent and before he got his signature scar. “Probably wondering how I got my scar are you?”

“Probably.” Twilight replied while still keeping her guard up. “Question is what does that have to do with me?”

“Believe it or not, I was about your age and not much older than Kion when it happened…” He answered before magically having the vial of potion appear in his paws. “…Back when I was leader of my Lion Guard.”

While reluctant at first to listen to him when he offers the vial so she can see for herself of how it all came to this, she then levitates the vial towards her and drinks another good sip from it before Scar takes it back and does the same so he can see it with her.

Suddenly their eyes flashed bright white before the two find themselves in the Pride Lands where they come across a younger Scar secretly making his way through the Outlands to spy on the strange lion he saw earlier.


“Who is that?” Twilight asked pointing towards the scarred lion.

“That is Hatari who I like to nickname Uovu.” Scar answered while seeing his younger self secretly monitor him talking to his snake companion. “Which also happens to be his friend’s name.”

“Look at it, Uovu.” The strangle lion said to his cobra companion. “An entirely wonderful kingdom chalked full of tasty animals and fresh water just waiting for me to rule.”

“And what about the leader of the Lion Guard, Askari?” Uovu inquired to remind him of what the fierce lion is capable of. “Are you sure you think we can pull this off? He might be on to us.”

“Not to worry my friend.” He assured undeterred. “Even if he was here right now knowing about what I’m about to do, he won’t be a threat to us at all.”

“And just what are you about to do?” Said lion asked while making his appearance well known after emerging from his hiding spot.

“Oh, nothing.” He lied to the lion who isn’t fooled at all and expecting an explanation for his open talks of his treachery. “Just talking to Uovu about how the Pride Lands here is a wonderful kingdom and how it deserves to be ruled the most powerful lion there.”

“The Pride Lands are already ruled by the most powerful lion there, my father who will see to it that you’re exiled for good if you even try to set foot here.” Scar crossly responded still not backing off.

“Right of course, my apologies.” Hatari said trying to act apologetic for not showing his due respect which did little to convince the suspicious lion in front of him.

“Cut the act and get out of here before I make you leave.” Askari warned once more. “If you know everyone here full well, then you’ll know of what I’m capable of doing and what I can and will do to you if you don’t do what I say.”

“All right, all right.” He backed off with raised paws. “I just thought since now you know that I might offer you something that might get you to change your mind.”

“And what would that be?” Askari skeptically asked while raising his left eyebrow.

“The opportunity to take what’s rightfully yours from the lion that’s going to be king soon.” Hatari explained.

“Well that’s going to be tough considering we’re equally matched in case if you don’t have brains to know that and have been more set when it comes to brute strength. And since you’re one of those lions let me make it clear that everyone knows that the first born to the king cannot be beat in a straight fight.” Askari responded rather dryly. “What miracle and special powers do you possess that make you think you have the edge over Mufusa?”

“Just the natural gift of saying the right words to get them to listen to me.” He answered with a confident smirk. “And maybe that might be enough to get you to be king instead of your brother.”

Askari thought about it for a moment and even though he is still not convinced he should trust him and is already the most powerful lion with the Roar, he admittedly thought to himself found his idea intriguing and actually considered listening him.

“And you actually listened to what he had to say.” Twilight commented upon seeing the listening smirk on past Scar’s face as he listens to the strange lion’s plan.

“Yes I did.” He admitted with a nod. “And I should have used the Roar on him when I had the chance.” He added while acknowledging his faults back then. “But at the same time I was already stewing with fury when my brother started getting more recognition for his accomplishments than me. He managed to actually treat me like a friend who really understood me very well and what I was going through unlike my brother or father who could never take the time to thank me for always looking out for them after everything I’ve done for them.”

“Must be a rare find finding the perfect friend you can trust nowadays.” Twilight quipped blankly.

“Yes it is.” Scar agreed before moving forward with the flashback to get closer to the point by showing said strange lion making his way into the Pride Lands later in the week. “Anyways, he planned on arriving in the Pride Lands where he would meet with both my father and brother in negotiating a stay in the Pride Lands. Even though he was clearly bad news from the get go, he managed to gain their trust along with the rest of my Lion Guard.”

“Seriously?” Twilight asked finding it rather surprising they he actually managed to pull it off.

“Seriously.” Scar responded with an asserting nod before shifting his eyes with a smirk. “You’d be surprised of how well manipulation works when you really get the hang of it.” He then focused his attention back on his younger self secretly watching his adversary spy on him. “And he knew how to play others like fiddles to the point he managed to turn the tables on me even when I caught on his true plan.” His younger self listened in on his private conversation with his snake friend. “He never actually intended to honor my heart’s desires to become king, but he intended to take over himself just like I predicted by plotting to kill them along with the rest of the Lion Guard. And as for me he planned on having his friend bite and scar me with his venomous fangs only offering a cure as long as I did what he said.”

“Is that how you got your scar?” Twilight asked ready to expect yes for an answer.

But instead came from his mouth was “Not exactly.” in response. Twilight was confused until Scar directed his attention to the main scene that started it all. “Probably best that you see it for yourself.”


Said scene involved his younger self angrily confronting the strange lion in front of Pride Rock where the rest of the Lion Guard along with his father and brother are.

“You might as well give up, Hatari! The jig is up!” He declared to the strangle lion who got up after being tackled by him much to the confused murmurs from his fellow teammates.

“Askari?! What is the meaning of this?!” Ahadi demanded.

“He is the meaning of this!” His bold and brave son assertively stated with an accusing claw pointed at his direction. “He’s up to no good and wants you and Mufusa dead!”

“Now come on, Askari…” Hatari tried to play it off like it’s no big idea but his accuser wasn’t letting up.

“Save it!” He firmly shut him up with a raised hoof. “I know what you’re doing! You’re buttering up everyone here so you could try to take over the Pride Lands!”

Hatari nervously chuckled at his hardening expression. “You don’t think I would honestly do anything like that…do you?”

“Yes I do! Now leave!”

Seeing he is not winning this argument, relents. “Fine! Since it’s pretty clear I’m not welcome here.”

“I’m not sorry!” Askari called out to the departing lion before taking a deep calming breath.

He smiled to himself feeling pleased that he just stopped and drove away a treacherous enemy that was going to end his father and brother’s life’s…

…But when he turned around he was suddenly met face to face with his angry brother.

“What?!” He asked wondering why he is looking at him this way.

“What is your problem?!” Mufusa angrily demanded. “Chasing away someone under false accusations?!”

“Because said accusations are true!” His brother defended just as angrily. “Don’t you see?! He wants you dead!”

“He would never do anything like that!” He crossly fired before slamming his paw on the ground. “He was only seeking refuge from the Outlands because he didn’t have enough food and water to make it through the dry season and it was going well…until you stepped in and chased him away!”

“Mufusa, you don’t understand…” Askari fired back with his temper rising in the face of his short-sighted brother. “…Hatari is not the lion you think he is…!”

Mufusa instantly raised a paw to get him to stop talking. “Oh, I understand fully well of who he is…and all I see is a jealous, pathetic, and selfish green-eyed monster who doesn’t trust his family and friends to give those who are misunderstood a chance to even see the good in others!”

Scar dropped his jaw in horror of what he just called him and is just left visibly hurt that he would have the nerve to say that to him even when he’s done nothing to him.

“That’s not true…” He defended while still stung by that harsh remark.

“Then find a way to fix it if you care!” Mufusa unsympathetically returned before storming off away from him. “I have to get back to Mzimu Grove at salvage what I can of the summit.”

Askari could not believe what had just happened and even more so when the rest of his Guard follow after him including his own father with looks of severe disappointment and disgust at the lion thinking he is flying off the handle and chasing away and insulting others for no good reason without second thought.

“Father…” He tried to explain himself.

“You have a lot to think about because I am very disappointed in you, son!” He coldly said to him without even looking at him or even letting him explain himself.

Twilight watching this was just left speechless with what she saw and the fact that his own brother, father, and friends have all coldly abandoned and left him alone even when hiss accusations in regard to the strange lion were spot on.

But back then unlike Twilight, Askari wasn’t giving up and breaking down on the spot. He was determined to stay one step ahead of Hatari no matter what others say about it.


He continued monitoring the strange lion’s every movement ever since he walked off and up until nightfall when he along with his cobra friend made their way to Pride Rock through the shadows just when the royal family was settled deep in their sleep.

Uovu made his way and slithered his way inside of the cave right towards where the king and queen are sleeping together with the strange lion following after him unaware that Askari was watching him from behind. Just before the two could carry out their secret murder attempt they were met with a low dangerous growl from the leader of the Lion Guard who slowly made his way towards them.

Seeing that he is caught red-clawed here, Hatari quickly attempted to go through with trying to take his parent’s lives only for to be quickly pounced on and tackled to the ground away from them.

Uovu quickly rushed over to try to bite Askari only to be quickly smacked aside into the nearby wall knocking him unconscious from the impact leaving his partner to fend for himself.

Askari then snarled while biting Hatari on his mane before slamming him hard into the ground and up against the back wall while trying to bit his neck to knock him out cold until to be forced off aside by his opponent.

The strange lion managed to retaliate by managing to slash Askari’s left eye after forcing him back when he attempted to finish him off when he likewise tried to use his claws to slash him and knock him out cold. Askari then growled in slight pain from having gained a new scar from the attack before regaining his ground and tripped his opponent up with his back paws before he could try to knock him aside.

Said commotion, immediately woke everyone up and drew their attention to the two lions brawling it out with paw swipes and attempted charges at each other with neither lion able to gain the upper hand on each other due to their surroundings.

“Get him!” Ahadi roared to which the Lion Guard’s Fastest and Strongest were quick to charge over and knock the strange lion back against the wall followed by a quick punch to the forehead by the Lion Guard’s Bravest to knock him out cold.

Askari then looks on with at the defeated lion with a hardened glare when he starts to wake him while groaning in pain from the hard hits he took in while his snake friend begins to slither around after recovering from the previous attack.

“AAH!” Uro screamed in pain to when she ended dropping to the ground because of Uovu biting her on the chest when everyone’s attention was focused on the strange lion.

Ahadi gasped in horror at what happened before quickly lunging over along with Mufusa to quickly corner the venomous snake with the former quick to grasp the snake by the throat before carrying him out of Pride Rock and towards the edge.

Uovu choked and gasped for air until the King of the Pride Lands released him once he was neutralized with the Lion Guard’s Strongest and Mufusa both carrying and tossing Hatari right over to where his defeated friend is lying helplessly in front of the Royal Family.

“Hatari…” Ahadi sternly began. “For the crime of attempted assassination of me and my wife you and your friend are banished from the Pride Lands. Leave now and never come back.”

“But…” Hatari weakly spoke in protest.

“He said now!” Mufusa gravely stated before his younger brother approached the two with his father and brother backing away from him knowing of what he is going to do.

Then, Askari used the Roar of the Elders to send them flying all the way back to the Outlands. But by then the damage had already been done since the snake bite was fatal and the queen of the Pride Lands had died shortly after being biten.

“Dear…?” Ahadi spoke devastated at what had happened.

“Mom? Mom! Mom?!” Askari desperately called out to her only for his expression to turn into devastation once it is clear that they have truly lost her.

“Mother…” Mufusa softly voiced before hanging his head in sorrow along with the rest of the Lion Guard with a single tear escaping from his right eye.

While Ahadi held his deceased wife in his paws placing his nuzzle around his wife’s own, his second-born son turned away from the heartbreaking scene and retreated to the Lair of the Lion Guard where he would sit himself on a stone pedestal before crying himself to sleep.

“It was a terrible tragedy of what happened that night.” Scar said to the horrified alicorn who was left saddened by what happened back then before changing the scene of him hugging his deceased mother goodbye at her funeral as many Pride Landers have gathered together and placed flowers over the poor lifeless lioness. “So terrible that my father had died in grief shortly afterwards.”

“I am so sorry that you went through all of that.” Twilight quietly said to the former leader of the Lion Guard trying not to cry herself. “I never knew you felt so alone.”

“It takes one who has been there before to see things my way.” Scar said with a solemn expression. “Like what you went through at the wedding, I too saw a potential threat to the Pride Lands yet I was pushed aside and treated like I was in the wrong. And because of that the one and only friend who truly understood me is now gone forever.”


With everything that is needed to show to her all done, the effects of the potion wore off allowing both Scar and Twilight to snap of the vision and returning their eyesight to the present day to where they are standing now.

“Face it princess…” Scar then stoically said to the mare who had nothing else to say to him when he bares his claws ready to attack her. “…like me, friendship has failed you too.”


Elsewhere nearby, the Lion Guard are around looking and searching for Twilight, yet are so far finding nothing through their efforts.

“Where is she?” Kion asked now starting to worry that something may have happened to her and it might be too late.

Fuli placed her nose on the ground to sniff out her scent and seems to be finding something. “She’s nearby, somewhere around here.”

“Ono, Spike, see if you two can spot her up high.” Kion asked of them.

“Can do!”

“Affirmative!”

The two did so without hesitation with the former climbing up a nearby tree with the latter flying up.

“Do you see her?” Beshte asked from down below.

“Let’s see…” Ono spoke while scanning the nearby landscape. “…wait a minute! Uh oh!”

“What, what?!” Kion anxiously asked.

“Twilight’s in trouble…” Spike spotted the lavender alicorn being forced against her heels in a fight against their worst adversary. “…and Scar’s got her cornered.”

“Hevi Kabisa!” Kion exclaimed now feeling like he is going to lose it. “Let’s go! And Spike…” He asked of him. “…get the rest of the Pony Guard on over here! Now!”

Spike quickly did so and it didn’t take long for him to be able to find them and tell them of what’s going on. “Twilight! Trouble! Help!” He quickly said to them.

Likewise, the Pony Guard quickly followed the baby dragon on over to where both Twilight and Scar are just when the latter knocked the former down to the ground.


Twilight herself feeling worn and beaten, heavily panted while struggling to get to her hooves just when Scar bares his claws ready to finish her off…

…when Kion quickly runs up in front of her baring his claws and teeth in her defense.

“Leave her alone!” He growled in anger at the conniving lion looking very amused.

“You really think you have what it takes to defeat me, Kion?”

“Yes he does!” Applejack stated when she along with the rest of the Guard quickly arrive on the scene ready to take him on. “You mess with one of us, you mess with all of us!”

“That’s right!” Bunga stated. “We’re not scared of you!”

“Oh really…” Scar’s amusement was increasing by the minute before readying himself for that fight. “…then bring it on!”

“You asked for it!” Kion stated just when both Fuli and Rainbow step forward rush over to charge right at him.

Scar, ready for their attacks quickly leaped out of the way while dodging their attacks.

Rainbow first tries to fly in at top speed to knock Scar right in the face, only for her opponent to counter the attack by magically conjuring fire and sending a blast of hot flames right at her to throw her off of her flight. Seizing this opportunity, Scar quickly leaped up with a fire-enhanced boost and sent the Pegasus away with a hard punch and swipe to the face sending her flying away deep into the nearby bushes.

Focusing his attention on Fuli, he quickly flew back down and traded swipes with the cheetah before knocking her aside when he backhanded her away in the jaw while quacking tripping up the honey badger from one of his back legs and then kicking and knocking him out when he sent him flying backwards into the nearby tree.

When his back was turned he is suddenly lassoed by the cow girl who tried to wrestle the lion down with all of her might while Beshte follows it up with a charge to knock him out hard. But even the Guard’s strongest wasn’t enough to weigh him down, when he planted his claws deep in the ground and pulled the orange earth pony off of the ground and sent her flying right in Beshte.

“WHOOOOA!”

“Twende….” POW!” “…kiboko.”

The strong duo were both knocked out silly with stars floating over their heads before passing out.

“Yoo-hoo! Come and get me!” Pinkie taunted while leaping around Scar.

“Don’t forget about me!” Rarity added with a charming smile while doing the same in the opposite direction along with Fluttershy.

Scar saw himself having the three evasive ponies circling around him before seeing that Ono is attempting to charge and peck at him to buy time for Kion and Kyoga to try to tackle and wrestle him down.

Rather than take the bait like the three ponies want him to do, he instead levitated the egret over to him while throwing him around like he is lassoed up. He then sued both front paws to whip the daylights out of the three ponies with three decisive blows to send them crashing down to the ground before quickly pouncing on Kion while kicking aside Kyoga.

“Nice try, Kion…” Scar complimented in a rather backhanded manner. “…but that wouldn’t be enough to defeat me.” He added while baring his claws once more to finish him off…

…before being suddenly knocked off and pinned to the ground by his father who suddenly arrived on the scene.

“Keep your claws off of my son!” He angrily yet coolly stated in the face of his struggling arch-enemy.

“Oh, no problem…” Scar calmly replied even when his nephew places a paw on him to choke him into submission. “…but be warned, I will be back!” He croaked while gasping for air before fiddling his claws to create a smoke screen while knocking Simba back with a swipe of his right paw and aside before making his escape.

Once the smoke cleared up, Scar himself was gone with no trace to where he disappeared to.

“Are you okay?” Simba quickly tended to both leaders of the Guard just when the Pony Guard’s leader was approaching him.

“I’m okay.” She reported.

“Me too.” Kion added when his father helps him up to his paws. “Thanks, dad.”

“Of course.” He warmly said to his son in an embrace while bringing in Twilight too. “

“Well hoowee, I sure am glad you came looking for us.” Applejack said to the lion king in delighted relief.

“Not as glad as I am seeing that you all found and came back to me.” Twilight added sounding very pleased to see them.

“The truth of it is…” Rarity began apologetically. “…we’re simply lost without you.”

“And we shouldn’t have sent you away like that.” Applejack added regretting even suggesting the idea in the first place.

“Yeah. Equestria may need its princess... “ Rainbow began.

“ ... But we need our friend.” Fluttershy finished while placing a hoof on the purple mare’s shoulder before the whole Guard gathered together for a group hug.

“Shall we move on?” Simba asked ready to move forward with the mission to rescue the two sisters.

“Let’s.” Twilight stated with a smile before leading the way on over there.


With all said and done, the Lion and Pony Guard along with Simba all went to the Tree of Harmony, where Twilight examines the tree that she saw in the flashback yet covered with plants and thorns. She flew up towards where her cutie mark was marked on. When she tried to stretch out a hoof to touch it, one of the roots immediately wrapped itself around her hoof, causing her to quickly react by using her magic to shoot a beam at it, splitting it in half. As the vines wrapped around that part of the tree she began thinking back to Celestia’s words from the flashback played back in her mind.

“Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

With that Twilight flies back to the others to tell them what they need to do to save the tree.

“Well…” Kion asked if she what they need to do.

“I know how we can save the tree.” Twilight announced before warning everyone. “But it comes at a cost.”

“Like what?” Bunga asked when the alicorn in the air turns her attention to the Mane Five.

“We have to give it the Elements of Harmony.” She told them to which had them react very stunned and concerned hearing this.

“What?!” Everyone in the Guard exclaimed.

“Whoa, whoa, whoa, heh. How are we supposed to protect Equestria?” Rainbow quickly brought up while landing in front of Twilight.

“How are we meant to rein Discord in if we can't use the Elements to turn him back to stone?” Rarity added also stepping forward.

“And how is Kion supposed to use the Roar if we don’t have to them to back us up with?” Ono asked. “Along with Kyoga using her magic.”

“Twilight... The Elements of Harmony...” Applejack further mentioned to back Rainbow Dash and Rarity up as she approached Twilight. “They're what keep us connected no matter what.”

“You're right about one thing, Applejack.” Twilight agreed. “The Elements of Harmony did bring us together. But it isn't the Elements that will keep us connected. It's our friendship. And it's more important and more powerful than any magic. My new role in Equestria may mean I have to take on new responsibilities, and our friendships may be tested, but it will never, ever be broken.”

The more she explains herself, the more everyone else begins to see things her way.

“You’re right, Twilight.” Kion was the first to speak in support of her. “Our friendship has indeed kept us connected even with everything that has happened so far. And even though the elements are necessary, the Tree of Harmony needs them now more than ever.”

“But Scar…” Rainbow tried to protest the necessity of having them.

“…will be defeated as long as we work together.” Kyoga asserted. “We’re already capable of protecting Equestria and the Pride Lands without the Elements. And if we can fend of the bad guys on a daily basis that I’m sure we can take on Scar as well.”

“And I believe I you.” Simba gently added in great support of her decision.

“Besides, I’m pretty sure the tree really needs them very badly.” Fuli added pointing to the nearly covered tree that’s about succumb to the rotten plants around them.

“Which means there's no time to lose." Twilight then said before flying back up in the air. "Everyone ready?”

“Ready!” Everyone stated.

Twilight then focused her magic to take the gems off of the girl’s necklaces along with Kyoga’s amulet and then circles them around her similar to how Princess Celestia did in the flashback before having the gem from her tiara join in. At the same moment, both Kion and Kyoga get ready to work their magic in backing her up.

At that moment, the vines reacted by grabbing her which causes the band of friends and allies to gasp in shock. Twilight after a little struggle then calmly continues using her magic to send the gems back into their respective stone cases on their respective cutie marks while the vines continue to consume her when she puts her gem onto wear Twilight’s cutie mark is.

At that moment before Kion and Kyoga work their magic in fueling the magic needed to further fuel the Element’s magic when all six elements now connected onto the tree again. The combined power and magic from Kion’s Roar along with Kyoga’s magic produced a bright light that magically shines the tree causing all of the vines to disintegrate thanks to the tree’s now restored magic.

The tree is then restored to its former glory as the brightness dies down as Twilight flies down to land in front of the girls as a pair of the last leftover vines disintegrate too.

When they disintegrate they reveal that Princess Celestia and Princess Luna were trapped by those vines as they awaken now free from their control causing the girls to smile to see that they have found them and that they are both okay.

Twilight acting relieved to see they are all right is the first to approach them in a warm embrace.

“We know how difficult it must have been for you to give up the Elements. It took great courage to relinquish them.” Princess Celestia told her while commending her for her actions as the girls look on in pride.

As Twilight continues to embrace the princesses she is drawn to the tree as it shines another light causing her to step forward towards the tree. Magic produced from the elements stream up to the element of magic causing a small rainbow stream on the tree to stream down through Celestia and Luna’s cutie marks through to the bottom of the tree’s roots as a flower is produced from the tree. Twilight touches it causing it’s petals to open up revealing a bright chest with twelve keyholes.

“What's inside it? How am I supposed to open it?” Twilight asked as the Princesses looked at the closed chest with her.

“Twelve locks, twelve keys.” Luna said while examining the chest. The two turn their attention to Princess Celestia for answers.

“I do not know where they are. But I do know that it is a mystery you will not be solving alone.” Celestia explained as the others smile in her direction as Twilight turns away to look at the chest seeing that the elements are back where they belong.

“Because you have all of your friends from the Lion and Pony Guard to help you out.” Simba declared to which they all smiled confidently ready to assist her to which Twilight returned in kind before leading the way back to Ponyville.


As everyone made their way out of the forest, Discord appeared with a party horn being heard in the background with a number one foam finger in his right hand while holding a colorful flag in his left with two number one wooden signs posted a small distance from them in the nearby field and banners with the six ponies faces on them with Rainbow Dash, Rarity, and Pinkie’s faces on one and Twilight, Applejack, and Fluttershy’s on the other. He also had two more banners in tow with the Lion Guard’s faces on them. Kion, Fuli, and Bunga on one, with Beshte and Ono and the other.

“Bravo, ladies, bravo, gentleman!” Discord cheered out loud as he wiggled his fingers right in front of Rainbow Dash and Ono. “How ever did you save the day this time? Blast the beastie with your magic necklaces, I presume? Where are those little trinkets of yours? You know the ones you use to send me back to my extremely uncomfortable stone prison?” He added as he noticed that the elements were gone as he appeared in a miniscule size while wearing a cowboy outfit on Applejack’s back to which the farm pony sighed in response, knowing what ideas he most likely would get if he found out what happened.

“Gone.” She honestly answered.

“Gone? Gone?” He repeated in an intrigued tone, tapping his paw and claw together while looking up with bad intentions.

“But our friendship remains!” Fluttershy immediately stated to him with a cross expression that had him dropping his smug grin. “And if you want to remain friends, you'll stop thinking whatever it is you're thinking and help us clean up.” She further scolded him to the point he slowly shrinked to miniscule size before he disappeared and reappeared in a maid’s outfit in his normal size.

“Fine. But I don’t do windows.” Discord returned defeated while holding up a feather duster.

“One thing I don't get. Why did all this happen now?” Applejack couldn’t help but wonder as they continued walking forward.

“I have no idea.” Discord answered just as surprised. “Those seeds I planted should have sprouted up ages ago.”

“What did you say?”

“Are you kidding me?”

“And this is coming up now?”

Kion, Fuli, and Ono all expressed upon hearing this come out of his mouth in contrast to Twilight’s silent knowing expression.

“Oh, why should I try to explain it when you can see for yourself?” Discord said while displaying a flashback screen via a TV he conjured which displayed of what Twilight saw with a snap from his fingers.

“Play time is over for you, Discord!” Celestia in the past sternly spoke to Discord a thousand years ago.

“Oh, I doubt that.” Past Discord scoffed before offering black popcorn-like kernels from his bag of snacks with some thumping on the sister’s heads. “Hungry?”

“Well, obviously things didn't go according to my original plan. My plunder seeds should have stolen the magic from the Tree of Harmony and captured Princess Celestia and Princess Luna thousands of moons ago.” He explained as everyone saw the seeds sink into the ground after landing. Sometime later the seeds started to grow roots which spread throughout the ground until they were directly under the Tree of Harmony. The protection spell the Element’s magic produced prevented the roots from reaching the top. “Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now, that is.”

Just after Discord explained, he snapped his fingers to make the TV disappear.

“You do realize that this is information we could have used hours ago?!” Fuli angrily pointed out.

“When we questioned you from the start?” Kion also brought up just as angrily.

“And rob you and your friends of a valuable lesson about friendship?” Discord asked while tugging and stretching Kion and Fuli’s cheeks. “What kind of friend do you think I am?”

“Not a very true and helpful friend.” Fuli remarked rather irritated that he deliberately didn’t say so when questioned about.

“Although I will admit I found the magic used to accelerate their growth was rather dark for my taste.” Discord added with honest curiosity. “I really wonder who could have done it because it was really powerful this guy used.”

“Are you sure that anything involving Scar doesn’t ring to you?” Kion asked if he’s been working with him or not.

“Scar?” He asked like the name doesn’t ring a bell to him. “The evil lion that has green eyes burning of jealousy, the black mane, and scar over his face with the loom that screams evil on first sight?“ He questioned while the prince looks on not sure whether he is telling the truth or not.

“Now wait just a darn minute.” Applejack stepped forward and inquired still finding it’s not quite adding up here. “You’ve never met Scar nor seen him himself?”

“Well I’ve heard about him…” Discord answered honestly. “But I’ve never actually met him myself nor heard of what he sounds like.”

“Really?” Applejack questioned yet senses he is telling the truth. “Not even a single word from the lion’s mouth?”

“Nope.” He replied before asking. “What does he sound like?”

“Well…” Twilight worked her magic in concentrating on her past memories of meeting the guy. “…like this!”

Scar’s voice is heard when he laughs.

“See what happens you defy the one true king!”

“And you all never thought you’d see me again did you?”

“Soon, my plan will take full force! First we take Canterlot and then all of Equestria and the Pridelands!”

“Ring any bells?” Kion asked once more.

Discord thought back to when he was first freed from being turned to stone. “All I remember upon being released from stone is hearing the fillies and kids from school arguing when they tried to figure out who I am. Although if Scar had the same dark magic he used to speed up the growth of the seeds, then I must have felt his magic free me. But that’s about it.”

“Hmm. Well that was very useful.” Ono stoically remarked. “And for once he was actually honest with what he said.”

“Really?” Fuli asked with the same expression. “How would anyone have noticed?”

“Well one thing’s for sure, is that the princesses and all of Equestria is safe.” Twilight declared. “And we thwarted Scar’s plan this time.”

“That’s right!” Simba agreed while looking down proudly at her. “And we have you thank even with all things considered.”

“Well what can I say?” Twilight shrugged like she thought nothing of it. “I do want I think is best for both Equestria and the Pride Lands.”

“Indeed you do.” Simba further commended to which the alicorn returned a slight blush like he is being really dotted like a father would to his little girl to which Kion chuckled at the sight while seeing that is something that he would do to Kiara whenever he is being playful and caring to her.


On the night of the Summer Sunset Celebration, the royal guards do their trumpet fanfare as every pony in attendance including the Mane Five watch eager for what they are about to see as Princess Celestia and Princess Luna with open wings both step forward to the stage passing by Twilight who is wearing her new crown waiting to do her performance.

“Citizens of Equestria” Celestia began announcing proudly. “It is no longer with a heavy heart but with great joy that I raise the summer sun. For this celebration now represents not the defeat of Nightmare Moon, but the return of my sister, Princess Luna."

The crowd cheers at the announcement as Luna flies up above a moon statue and uses her magic to lower the moon while Celestia flies up to above the sun statue using her magic to raise the sun.

Seeing the sunrise signals Twilight her cue to begin her performance as she flies up to begin. She flies up and dashed towards the middle as fast as she could while creating a huge bright pink star just like her cutie mark. Everyone gazes in awe at Twilight’s dazzling performance. Princess Celestia and Princess Luna landed back on the stage to watch Twilight pull off her landing perfectly as she turned back to them who look on smiling at her very proud of her and her accomplishments so far.

“Way to go, Twilight!”

“Poa!”

“Impressive! She’s got the speed and flair of the Sonic Rainboom!”

“No kidding!”

“Un-Bunga-veilable!”

“She is amazing!”

Kion, Beshte, Fuli, even resident speedster Rainbow, Bunga, and Ono all commented in awe with her performance.

Twilight smiles in their direction before shifting her eyes to the side with a smile of satisfaction ready for what’s about to happen next at the same time Scar watches her from the tallest mountain in Canterlot just behind the castle.

“Perfect!” He remarked looking very pleased that everything is turning out exactly to what he wanted from the start. “Everything is going according to plan…” He sinisterly added before teleporting away back to the Outlands where he looks on towards Pride Rock from the top of the only volcano nearby ready to begin his actual plan of taking over the Pride Lands. A kingdom that he has longed awaited to claim ever since the day he was given a second opportunity in life.