//------------------------------//
// Episode 24: Rise of Scar Part Three 
// Story: The Pony Guard (Season 3) 
// by MXCDarkHorse2020 
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Episode 24:



Rise of Scar Part Three:


Just after Twilight's coronation, Scar had just finished explaining his plan to his loyal followers who have all gathered before her before moving to sing and dance to a tune while demonstrating his powers and abilities to everyone while in short summing up to everyone of what he just told everyone while Janja, Chrysalis, and Zira all join in to sing their support for their master.

During his performance he displayed a mastery of magic from teleportation to levitation along with what an alicorn princess is capable of. He also displayed his vision by making fire appear in his paws while using said fair to propel himself through the air to which he used to send a massive fireball straight across from the Outlands to knock down one of the pillars straight ahead and leaving it in flames.

I Have A Plan

Once everyone once more understands of how and what they need to do in order to push themselves to victory, they all cheer and chant out his name with the great understanding of unifying under his lead going forward, leaving Scar himself looking down with silent satisfaction now that he can now enact his plan to take over the Pride Lands.





Now that the sun and moon problem is resolved, with the Summer Sun Celebration going on as planned it is now back to work for the Guard in keeping the peace in the Pride Lands during the beginning of the dry season. And needless to say the problems remain the same like last time. 

Animals are getting tired, hungry, and thirsty with limited resources around them, and the Guard is still as busy as ever in helping defend the Pride Lands, especially when the hyenas keep up the attacks even when it’s clear they aren’t welcome here. It has gotten to the point Kion nearly lost control of the Roar after the hyena’s most recent attack on the baboons.

For him it was endlessly frustrating for him, since they don’t know when to quit nor know that they are in cahoots with Scar who’s sending them out there in order to further distract the Guard and keep them busy long enough until he manages to achieve of what he needs out of it.

Even though it meant getting another whiplash from Kion’s Roar it was well worth it since it won’t be long until the Pride Lands are there’s for the taking. And after the most recent attack on the Pride Lands, Scar has gathered every one of the leaders of their respective packs for a very important meeting.

“So it’s true?” Janja started.

“The Elements of Harmony are no longer in the Pony Guard’s possession?” Reirei added.

“Which means we can no longer worry about getting blasted away by them?” Zira eagerly finished with Scar nodding in answer to their questions.

“Sweet!” Janja stated.

“Yep!” Reirei immediately agreed with the hyena for once. “No more having worry about them using their powers against us!”

“Along with having to worry about the Lion and Pony Guard to getting in the way all the time.” The changeling queen said with a vicious grin.

“Indeed. About time the Elements were disposed of.” Mzingo having recently hearing about Scar and his return along with his plan added.

“Yes! So very true indeed my friends!” Scar confirmed with a nod and a satisfied smirk. “And what that means is that today is the today, we will end Simba’s reign and destroy the Lion and Pony Guard!”

“Great!”

“Yeah!”

“Finally!”

“Capital!”

“Let’s!”

Janja, Reirei, Zira, Mzingo, and Chrysalis all stated ready for this moment.

“Tell your followers to be ready!” Scar then told the leaders of their packs with great enthusiasm.

“Uh, Scar…” Janja spoke up with something on his mind. “…just one question, how do we plan on taking down Simba, the Lion Guard, and the Pony Guard in the same day?!”

“Once again I have to agree with the hyena…” Reirei voiced in support. “…it ain’t going to be easy.”

“Yes I know.” Scar returned rather exasperated before collecting himself. “Which is precisely why I have brought in some help.” He then turned his attention to Chrysalis with a nod who immediately transformed herself to appear exactly like Scar.

“Whoa! Two Scar’s?!” Cheezi remarked with wide eyes upon seeing two lions exactly the same.

“Which one is which?” Chungu questioned his partner to which Chrysalis groaned upon briefly dropping her disguise to diffuse any confusion.

“I’m Chrysalis, He’s Scar!” Chrysalis irritably told them much to Janja’s embarrassment.

“Oh that makes sense!” Cheezi realized.

“Yeah!” Chungu nodded before getting confused once more when Phyrnax arrive shortly behind them. “Umm…” He again forgets who’s who. “Which one’s who’s who again?”

“The one on the left is Scar, the one on the right is Chrysalis.” Janja spoke up while placing a paw on his face. “Furbrains.” He muttered to himself while rubbing his nose pleading for them to just leave.

“Ooh….” Chungu realized but then with his brain clicking once more… “…so….”

Janja quickly clamped his paws on the two to shut them up. “Stuff it furbrains!”

Both Scar and Chrysalis roll their eyes in annoyance before turning to Phrynax since he clearly came with something on his mind he wanted to share with both of them.

“Yes, Phyrnax…” Chrysalis began.

“…what news to do you have for us?” Scar finished.

“First off, please forgive us, especially dumb and dumber…” The changeling lieutenant began before glaring at the two into quivering so they don’t go starting to play twenty stupid questions on him. “…but we happened to come across a cobra wandering into the Outlands all by himself. His name is Ushari.”

“Okay.” Scar replied while motioning his right front paw expecting a little more to spark his interest.

“So we headed up off near Broken Rock to question him of his presence here in the Outlands, or at least Cheezi and Chungu wanted to make a meal out of him…” He added while glaring at the nervously smiling hyenas again.

“…is this going somewhere…?” Chrysalis looked on while tapping her left front hoof on the ground.

“…Because you’re not coming through…” Scar added while starting to get bored listening.

Realizing he is unintentionally dragging it out here he quickly cuts to the chase turning to Scar in particular. “Like many of us here, he too is sick and tired of putting up with the Lion and Pony Guard, and he seeks to be able to meet with you so he too can see to it that they are defeated too.”

“Where is he now?” The reddish-orange furred tyrant asked the changeling.

“Still at Broken Rock.” He answered. “Should I bring him to you?”

“You may do so.” He responded with a gesture of his left paw to give him his permission.

Phrynax immediately saluted before flying back over to Ushari who is waiting patiently for something to pique his interest. “Well…”

“…this way.” The changeling gestured him to follow him who seemed rather reluctant and suspicious feeling this is a trap to catch him off guard for the hyenas at least until he saw the lion he was looking for at the top of the ledge from above.

“Welcome to the Outlands, Ushari!” He greeted with open arms which immediately released his previous concerns.

“So it’s true…” He sinisterly spoke looking very pleased to see Scar in full glory and in the flesh. “…you are alive after all. I do have to say its pleasure to finally meet you, Scar. I heard a lot about you.”

“Oh, the pleasure is all mine.” Scar grinned in response. “And I can assure you that this is all real.” As Ushari slithers his way up to where Scar he sees his band of his many followers seeing their newest member before them. “And don’t worry about them. We’re all friends here.”

“Yeah!” Janja laughed. “Welcome!”

“So…” Ushari began with his question directed at Scar’s followers. “…I see you have a lot of followers for your cause. Taking down the Lion and Pony Guard along with taking over the Pride Lands?”

“Not just that.” Chrysalis added while appearing in her true form. “All of Equestria.”

“That’s out there.” Ushari remarked.

“So what has sparked your hatred towards the Lion and Pony Guard?” The changeling queen asked.

“Oh, just the endless days of constantly getting run over them, every time I get anywhere near them.” Ushari hissed while recalling the many previous encounters whether he winds up crossing paths with them and having his lunch confiscated by Bunga. “And Bunga, who that honey badger really spikes up my venomous hatred for the Guard… I tell you there is never anyone else more annoying than him or that clown Pinkie Pie…” He thought back to all of the times Pinkie tried to cheer him up by shooting balloons and confetti from her party cannon which had the misfortune of sending him flying away. “…thinking sending me flying away with her so called party planning is a good idea to cheer me up and apologize to me.”

“Read you loud and clear…” Janja spoke in understanding. “…even when it’s just being sent flying away whenever we try to get something to eat we find ourselves having to deal with that annoying pony who’s all smiles and cupcakes which is something only stooges love.”

“Hey!” Chrysalis snarled. “I love cupcakes!”

“And I love smiles!” Zira angrily added before the two bared their teeth, fangs, and claws respectively at the hyena leader.

“Are you calling us stooges?!”

“Enough!” Scar commanded of them while Janja slinked away and decided to keep his distance from them and his mouth mostly shut from this point forward. “You were saying Ushari…”

“How about anyone in particular that feed you love and kindness…?” Chrysalis asked while expecting Fluttershy to be the pony to make any effort into doing so.

“Well…there is one pony…” Ushari looked aside while thinking back to the memories of Fluttershy opening up to him with her best apology gestures along with the one time he went on a picnic with her along with her critter friends at the cottage. “…and she is about the only pony who went well with treating me with respect…” His expression softened in gratitude for all of the times she came to his defense whenever he winds up in the cross-hairs of the Lion Guard’s Bravest and every other animal that treated him like some chew toy. “…it was actually quite pleasing…”

“…Okay! Stop!” Chrysalis immediately interrupted and stopped him from reminiscing all of the good times while holding a hoof to her mouth. “…I don’t need to know that. Just please before I get sick and throw up.”

“…So Fluttershy’s the only one in the Guard who’s actually managed to treat you with some respect?” Scar continued the conversation.

“Yes.”

“And no one else, not even Kion or Twilight?”

“Not even them…” He returned rather disgruntled before recalling his findings from spying on the Lion Guard’s Fiercest. “…Although in regards to Kion I did learn that he and the Guard have always been successful because he’s getting advice from the greatest lion to rule the Pride Lands. Mufusa.”

“Oh really…” Scar questioned while finding the term greatest to describe his brother a stretch there. “…makes perfect sense since he is well known for being wise.” He then spoke aside to both Chrysalis and Zira for a moment. “…if only he knew what he was getting himself into.”

“Yes…” Ushari repeated before thinking he made a sudden mistake with who's name he had just mentioned and said. “…and forgive me for mentioning your brother’s name to you. I...”

“Ushari…” Scar interrupted and raised a paw to get him to stop. “…It’s okay. No harm done.”

“And why is that?” Ushari questioned while still slightly worried he'll do something the second when he is caught off-guard.

“Because pretty soon everything is about to change starting today and you have arrived just in time.” Scar answered before directing his attention to all of the other Outsiders gathered before them at their watering hole. “And you have lots of allies to our cause.”

“And with you by our side...” Zira added with sadistic glee. “…we will restore the one and rightful ruler to the throne!”

“Yeah!” Janja stated. “Because today is the day we bring a legend back to power! And with the Lion and Pony Guard gone we will have all of the animals in the Pride Lands for out taking. All of it.” He added with a cackle.

“Yeah!”

“Mmmm!”

His minions added with their hunger and taste for victory savoring at the very thought.

“Couldn’t have said it better myself…” Chrysalis agreed. “…so much love out there just waiting for me and my fellow subjects.”

“And the long-awaited revenge on King Simba.” Zira added with a malicious teeth sporting smile.

With the villainous band of followers under Scar’s command, Janja, Reirei, Zira, Chrysalis, and Ushari all sing their praises to their leader watching over from a high pedestal of how they will all make him rise from the flames and on top.

Bring Back a Legend

Once they were all done, Scar then leaped down from the pedestal to bring everyone in so he can remind everyone of the plan once more before splitting everyone up. But not without one some final words before setting said plan into motion.

“The Pride Lands are about to undergo some changes. And once everything goes according to plan, things are going to be very different around here. Things finally going my way with me in charge over this kingdom."

“So are ready to get moving? Everyone all here?” Ushari asked everyone once more.

“We’re here and we’re ready…” His new boss told him. “…with one more that’s not here at the moment.”

“Oh?” Ushari inquired wondering who else is in on the plan. “Who?”

“You’ll find out soon…” He vaguely replied with his eyes set on Pride Rock once more. “…someone I recruited and has been helping me out every step of the way without them even knowing it. Our one very special ally.” He then chuckled to himself before Ushari leaped onto his back so he can hop on for the teleportation ride on over to the very top of the volcano while everyone else splits up to carry out their roles in their leader’s master plan…





Back in the Pride Lands, Rafiki is making his way to Pride Rock and towards the Lair of the Guard where the everyone from the Lion and Pony Guard are already there. The mandrill herself is Makini, who Rafiki had just starting training under is his new apprentice and she sure has a lot of young energy inside of her. In fact she is so excited she has one weakness inside of her. She just cannot stop talking once she gets started.

It got to the point where Rafiki had to firmly yet politely interrupt her quite a few times to get her to stop so she’ll understand the importance of patience and being quiet. But over than that, she was a very well-behaved student through and through and was even able to stay quiet long enough to be able to find the right stick for her staff.

“I’m so excited Rafiki!” The young female mandrill walking by her side happily expressed while they make their way over to the entrance of the Guard’s Lair. “I can't believe I'm finally starting my training! I can't wait to learn how to hear them!”

“This way, Makini. This way!” He gestured her inside to where the group of friends are all happily awaiting to be introduced to her while relaxing inside. “Lion Guard! Pony Guard! Come! I have someone I want you to meet. This is my new apprentice. Makini! Makini, this is the Lion Guard. And their Lair.”

“Hiya, Makini!”

“Hello!”

“Greetings!”

“How ya doing partner?”

“Nice to meet you.”

“Wonderful to meet you, darling.”

“Hi again, Makini.”

Bunga, Pinkie, Ono, Applejack, Beshte, Rarity, and Kion all greeted.

“Hi, Kion.” She started towards the prince she already met before turning to the others with happy continued excitement. “And wow! It's so fantastic to meet the rest of you! I mean, obviously I've seen you all before while you're going around the Pride Lands and all of Equestria, being all strong. And honest. And brave. And funny. And fast. And loyal. And generous. And kind. And wise. And magical. And keenest of sight!” She greeted each and every one of the Guard while getting in their personal space a bit to which those like Pinkie, Bunga, and Beshte didn’t mind while the others backed away while finding it slightly creepy. “And always saving the day!”

“Yep. That's us all right!”

“Always coming to other’s in an instant!”

Both Bunga and Pinkie proudly returned with the latter really liking the girl’s mouth when she immediately rushed from one part of the cave to the other before immediately appearing right in front of the young mandrill.

“And it's so exciting to meet you all up close and personal!” She shared when Pinkie giggled in response.

“Not as much as making a new close friend!“ She likewise shared.

“I'm sure it is.”

“Very.”

Fuli and Kyoga voiced while still keeping their distance from her in case she brings them into a hug without their consent.

“It is!” She stated. “But I have to say, I really admire you two the most, Fuli. Rafiki says you're the only girls to ever be on the Lion Guard! As in, ever!”

“Uh, we are?” She asked to make sure she isn’t hearing fables or anything.

“It is true.” Rafiki confirmed while turning to the Mane Six. “Not only that this here is the first Pony Guard ever which is an all-girl team too.”

“Yeah! You've all got to be so proud! I'm proud and I'm not even you!” Makini further expressed with glee.

“Thanks, Makini.”

“Always nice to hear.”

The two shared.

“Just protecting Pride Landers and everyone in Equestria is what we do.” Applejack added while briefly taking her hat off as a show of respect.

“You said it!” Beshte agreed before turning to the girl’s mentor. “So Rafiki, why are you taking on an apprentice? Are you okay?”

“Yes, Beshte, yes. I am fine.” He quickly assured before explaining. “You see, when Makini was born, the Lions of the Past told me that she would be the one to continue my role in the Circle of Life.” He said while said paintings do exactly that. “And now that the stripes have appeared on her face, it is time for Makini to begin her training!”

“Rafiki?” His student asked while admiring the scenery on the walls. “Did you do all of those paintings?”

“Only some.” He truthfully answered. “Most were done by those who came before me. And someday it will be your turn to paint them!”

“Okay...”

“Kion, Twilight, can you assemble the Royal Family on Pride Rock for Makini's formal introduction?” Rafiki asked of them.

“Sure, Rafiki. We’ll make sure we're all there. Come on, Twilight.” Kion replied.

“Oh, I’m right behind you.” Twilight said in his direction before following after him.

Shortly after they left, Makini had something she wanted to do know that she obtained and created her new staff. “So, Rafiki? Can I try out my bakora staff now?”

“Wait. Your staff can bring paintings to life too?” Bunga asked.

“If it’s a bakora staff I don’t see why not.” Rarity replied to the honey badger before eyeing the gourds on her staff. “Oh, nice choice on the colors of those gourds too.” She then complimented.

“Thanks, although Rafiki picked them out for me.”

“True, true, and we shall soon find out.” Rafiki said before giving her apprentice his permission to give it a try. “Go ahead, Makini.”

She stepped forward, looking a painting to test her new staff with before eyeing the painting of Scar using the Roar to destroy his Lion Guard. Once she saw it she tapped her staff on it making the painting come to life like Rafiki once showed to both Kion and Bunga.

“Whoa!”

“Whew!”

“Oh, my!”

Fuli, Applejack, and Rarity gasped with a chilled voice upon seeing that scene while both Ono and Fluttershy shuddered with the latter only looking on with one eye.

“Cool!”

“Look at that!”

Rainbow and Bunga expressed upon seeing its magic work on the staff.

“It worked! Makini cheerfully stated.

“It really works!” Pinkie stated just as cheerfully before bouncing and repeating it. “It works! It works! It really works!”

“I know right.” Makini repeated after her before they both shared a funny laugh together.

“I'll say!” Ono remarked rather surprised at the painting itself just when the two cease their laughing.

“It seems you have chosen your staff well, Makini.” Rafiki then complimented her while she eyes the lion of the painting she choose.

“That's Scar, isn't it?” She asked.

“Yeah.” Bunga scowled. “The worst lion to ever live in the Pride Lands!”

“Who has caused nothing but trouble for us ever since we met him!” Rainbow added while crossing her arms in disgust.

“Yeah…” Makini spoke having recalled what the other Pride Landers talking about him. “…I’ve heard somehow he’s back and has caused all kinds of trouble for everyone in both the Pride Lands and all of Equestria.”

“That’s because he has.” Applejack confirmed. “He nearly took over all of Equestria and Canterlot twice.”

“He allied himself with the changelings and Outsiders to help him do it.” Ono added.

“He scarred me, destroyed my home, and my pride!” Kyoga angrily stated.

“He even scarred Twilight and tried to kill us just days ago.” Rainbow added just as furiously.

“Honestly, the nerve of that scoundrel to try to kill the princesses and nearly endanger my little sister by having those nasty weeds growing all over Ponyville.” Rarity fumed at his most recent attack. “Sweetie Belle does not deserve to be endangered like that just because I’m her big sister.”

“He sure doesn’t care about family.” Fluttershy quietly added. “Nor does he even respect the Circle of Life.”

“He sure doesn’t.” Fuli grimly agreed. 

“Nope.” Both Applejack and Ono shook their heads knowing with how true it is knowing Scar’s sociopathic nature.

“That guy sure means business because last time he turned us into whipped cream!” Pinkie demonstrated while presenting a whipped cream pie out of the blue before smacking herself down on the ground with it. “If it weren’t for Kion’s dad we’d all wouldn’t be here by now.”

“Ooh…” Makini gasped with her hands on her cheeks upon the mention. “…that’s a frightening thought.”

“It is.” Fuli said sounding a little grave wondering what Scar has in store for them next. “And there is no telling when or what he is planning now.”

“True, Fuli. He sure is very unpredictable.“ Rafiki nodded before enlightening everyone with a sudden upbeat attitude. “But we will still succeed as long as the Lion and Pony Guard are around ready for whatever Scar throws at you all.”

“No question about!” Rainbow cheered confidently while pounding her fists. “You hear that Scar! Bring it on! 

“Yeah!” Bunga followed suit. “We’re not scared of you!”

Said lion was amusingly shaking his head at the bold and brazen words spoken from the Guard’s Bravest and most Loyalist members from his magical paws along with Ushari who just hissed at the sight of their arrogance. 

Rafiki chuckled at the bold and brave attitude in the face of danger before turning to Makini. “Now, it is time. Time to present Makini to Simba, Celestia, and the rest of the Royal Family!” He laughed before leading her out of the Lair. “This way, Makini!”

“Good luck, Makini!” Beshte called after her while the two are leaving.

“Hope it goes well.” Fluttershy also wished in her direction softly. “Hope you they like you.”

“Of course they’ll like her.” Applejack smiled at the Pegasus certain that it will turn out well for her. “Anyone welcome here is a friend to us all.”





At that moment just outside on the slanted platform of Pride Rock were the Royal Family along with Spike and the alicorn sisters have gathered at Pride Rock so they can be formally introduced to Rafiki’s newest apprentice. 

“I'm looking forward to meeting Rafiki's apprentice.” Nala began before asking her son. “You've already met her, Kion?”

“Unofficially, yeah.” Kion answered while rolling his eyes and recalling the first time he met her. It was just after his most recent conversation with Mufusa which he found a little unsettling before she explained herself. “She's, uh, very talkative.”

“Talkative on Pinkie’s level?” Twilight guessed.

“Amazingly so.” He admitted.

“Oh, wow.” Spike gasped while covering his mouth while snickering at the very thought of them together.

This had the elder alicorn sister giggle slightly. “My, my, my…just imagine her and Pinkie Pie together.”

“They sure would be talking nonstop together.” Twilight said while resisting the urge to chuckle before turning to the leader of the Lion Guard with an important question on her mind. “Any word on Ma Tembo's first water hunt?”

“According to Ono and Rainbow Dash's last report, she's still searching.” Kion answered.

“Hmm, indeed.” Luna grimly replied. “Tis dry season is starting to get everyone here on edge. Something must be done soon unless the Pride Lands descend into chaos.” She then glanced at her older sister. “And I don’t mean the kind that Discord would want to see.”

“Right…” Celestia agreed while remembering of how one of his past schemes didn’t kick in until recently thanks to some dark magic pushing them into growing. “…probably best until to encourage any more ideas in him.”

Kiara thinking about Ma Tembo’s situation thought to herself and wanted to be able to help her out so she proposed this idea to her parents. “Mom? Dad? Would it be okay if I tried to help Ma Tembo?”

“I'm not sure there's anything you can do to help, Kiara.” Her brother cautioned.

“I'd at least like to try.” She countered it’s worth the effort.

Her father agreed with Kion earlier but saw that Kiara’s proposal was worth trying with something to be gained out of it. “Finding the new water source is Ma Tembo's responsibility. But even if you can't find the water yourself, it might be a good experience for you to learn to work with Ma Tembo.”

“Especially as future Queen.” Nala warmly added in agreement.

"I know right..." The sound of the energetic Pinkie's voice spoke up just when she and Makini approach them. "...what's a kingdom without water. It's like a fish out of water."

"I know. Oh, all those poor fish all getting thirsty." Makini shared while the others eye the two trading their random thoughts back and forth.

"As Fluttershy would say "Oh, all those poor things, we got to get them some water."

"That would be, so, so, bad, in fact, that would be really horrible if no one had any water to go around for the dry season." Makini said before thinking. "Hey, maybe I can help Kiara out with that?

“Oh, oh! Can I help?" Pinkie eagerly hopped up and down. "If the future Queen is going on a mission, I'd like to go too!” She eagerly asked before suddenly remembering. “Oh, greetings your majesties, this is Makini! Rafiki's new apprentice!”

“Pinkie!” Rafiki immediately arrived and scolded. “The official introduction is for me to do.”

“Oopsie. Sorry.” Pinkie giggled before hopping away. “La, la, la, la, la, la…”

Makini giggled at the sight of that pony as she hopped away. “Wow! Someone as talkative as me! It’s so exciting I just can’t stop talking with her!”

“It’s like I’m seeing double.” Twilight sarcastically quipped to which the king, queen, and princesses stifling laughter to themselves finding it actually pretty funny.

“Yes, yes. Well…” Rafiki chuckled before clearing his throat to begin the formal introduction. ”King Simba. Queen Nala. Princess Celestia, Princess Luna, Princess Twilight Sparkle, royal family and friends. May I present my new apprentice Makini!”

King Simba was the first to greet her by placing a paw on her staff when she approached him. “It's a great honor to be chosen as the next knowledge keeper for the Pride Lands. But as Royal Mjuzi, you are always welcome at Pride Rock.”

“Not only that, but you are always welcome in Equestria.” Celestia kindly added in a mother-like tone.

“Yes. It's a pleasure to meet you, Makini.” Nala added just as warmly as the sun monarch.

“Greetings, Makini!” Luna returned rather the most formal of the princesses.

“So nice to get to know you.” Twilight also greeted with an equally polite facade.

“Thank you, your majesties.” The young Mjuzi happily returned.

“Someday, Makini will be Royal Mjuzi for Queen Kiara.” Her mentor hoped and it was there the Pride Lander’s princess thought of an idea.

“Then maybe Makini should come with me to help Ma Tembo and the elephants find water.” She voiced her proposal to which Makini was quick to accept.

“Ooh yes, yes!” She excitably expressed.

“I think that is a wonderful idea.” Celestia approved along with the queen of the Pride Lands.

“They will have to learn to work together. Just like you and Rafiki do.” Nala said while eyeing her husband who widens his eyes knowing what was coming next. 

“Along with my sister.” Celestia added to which earned her a scowl from Luna in return.

“That is true.” The elder mandrill agreed while bopping both the king and the moon monarch on the head. “Eh, Simba, Luna?”

“Yes. And the sooner they learn how to work together, the better.” Simba irritably said while rubbing his forehead.

“And I will be very pleased the sooner so we can put the past behind us so we can move forward from all of this.“ Luna grumbled while adding and doing the same while giving her older sister the stink eye for putting her up to that.

“Oh thank you, Your Highness's! Thank you, thank you, thank you!” Makini then said while giving a hug to each and every one of the princesses along with doing the same to the baby dragon at the gathering.

“You're welcome, Makini.” Both Nala and Celestia once more said to them while returning the hug back to her.

“Okay, my future advisor. Let's go!” Kiara ushered her new guide on away from Pride Rock to help Ma Tembo out with her growing problem.

Twilight then spreads her wings ready to follow after them until being commanded otherwise.

“Twilight!” Simba sternly addressed her which had her freezing in place along with startling his son in the process. “I don’t want going with them!” He then gently smiled and said. “Because I would like to go out on a walk with you. Remember?”

“Oh right, of course. How could I have almost forgotten we were planning on having that today?” Twilight immediately smiled with a light chuckle when she remembered before they walked alongside with Spike hopping on the former’s back for the ride.

Kion smiled after the three while watching them head on and walk across the Pride Lands together. Much like Twilight’s relationship with him and Celestia, the relationship between the two is like father and daughter here and it was a very pleasing sight to see and more so ever since the latter became an alicorn princess growing up to become a true leader who may someday rule the Pride Lands and Equestria someday.

As the three head out the skinks hiding in the tall trees monitor them as they make their way across the Savannah before slinking away.





The two then made their walk towards a barren landscape of scorched ground and dead trees ahead of them. The reason for this is because said story on the lion king’s mind is the story of Scar when Twilight questioned him about his knowledge about the villainous tyrant who once ruled the Pride Lands.

“…Scar couldn’t let go of his hate, and in the end, it destroyed him.” Simba finished telling both Twilight and Spike.

“I've...never heard the story of Scar that way.” Twilight spoke voiced rather quietly upon processing the full story. 

“He truly was a killer.” Spike also added just as horrified himself before they all stopped and lamented their surroundings, the parts of the Pride Lands still recovering from Scar’s disastrous reign.

“Fire is a killer.” Simba spoke before turning to the two accompanying him. “Sometimes, what's left behind can grow better than the generation before...” He added with wisdom before stepping in the dirt, then draws his paw away, revealing a green shoot. Spike leaps off of Twilight as the three all duck down to look at the new born plant. “…if given the chance.”

Just then they heard the sounds of Zira’s sinister laughing nearby to which Spike gasped at the same time Twilight quickly spread her wings and flared her horn upon hearing her voice. And true to their sudden worries several Outsiders emerge from the shadows of the eerily mist and smoke nearby.

“No…Oh, no…No!” Spike whispered in fright while quickly ducking back on Twilight’s back as more and more lionesses corner them.

“Why, Simba...” The leader of the Outsiders greeted with a malicious grin while emerging with Nuka and Vitani appearing by her side.

“Zira.” Simba angrily growled back.

“What are you doing out here, and so...alone?” She asked just when both Simba and Twilight prepare to defend themselves when the Outsiders all circle around them. “Well done, Twilight. Just like we always planned.”

“What are you talking about?!” Simba snarled back while the alicorn merely glares at her in response.

“Yeah!” Spike bravely spoke despite quaking in fear of the pack. “Twilight had nothing to do with this!”

“Oh so you think…” Zira still smirked. “Attack!”

Nuka and Vitani are the first to lunge at Simba and Twilight. The former quickly swatted Nuka off of his paws and away from him with the latter quickly doing sending Vitani away with a charged blast of magic.

Spike could only cling onto the alicorn while this horrible ambush happens before his very eyes. The Outsiders wasted no time in going on the offensive with more and more gaining up on them and sinking their teeth in the lion king when catching him off guard.

“Aah!” Simba screamed before trying to force them off of him while Twilight continues using her magic to force her attackers back by summoning a force field to force them away.

Upon seeing more and more lionesses swarm Simba, Spike bravely leaps off of Twilight and charges into the fray breathing green fire at them while nearly singing tiny parts of the king’s majestic mane accidentally. But unfortunately for him he didn’t see that Vitani having recovered was right behind him and kicked him into a nearby rock head-first which knocked him out of the fight.

“Spike!” Twilight cried before rushing over to save him only for Zira to quickly ram her down to the ground. “OOF!” She screamed before weakly dropping her head to the ground just when the pleased lioness turns to Simba being completely overwhelmed by the other Outsiders just when Chrysalis flies over and knocks them all down the nearby cliff.

Simba ended up brushing a stone platform during the fall before dropping to the bottom of the gorge. The landing was harsh but he managed to get back up on his paws.

“Yes!” Zira stated upon surveying their success while the others slide down the gorge after him. “We’ve got him!” Vitani made another lunge at Simba forcing him to retreat upon seeing that he is outnumbered and banged up. “Remember your training…” She called out to them before joining them. “…As a unit!”

Simba ran until he came across a dead end where a log dam is right in front of him that stands tall and high towards the exit from the gorge. He looked back to see Zira and the other Outsiders charging at his direction and around and doesn’t see Twilight around. But with no other options, he climbed up the dam while accidentally dislodging a log that nearly hit the Outsiders who all quickly scattered away just before it could crush them.

Both Zira and Vitani glare and snarl at his direction when he takes a moment to catch his breath before looking up. There he sees Twilight, but now restrained and gagged by Chrysalis.

“Simba…” Twilight screamed before being dragged away. “HELP!”

“Twilight!” Simba cried in her direction before moving to climb higher hoping he can try to save her but the evil changeling queen was too fast for him and quickly dislodged the logs he was climbing which sent him tumbling down back to the ground.

Chrysalis and Zira both smugly smiled at the defeated lion’s direction when he fell. It was there that it was over for him when he finds himself stuck in between the logs he fell through and he was left at the Outsiders mercy who all surround him just when he passes out.

Spike having come to quickly rushes over to the edge of the cliff ends up spotting this horrifying scene. “Oh, no…” Spike exclaimed before rushing off back to Pride Rock knowing he is no match for them. “…I got to get help!”





At the same time, Kiara and Makini were both on their way over when they were suddenly greeted face to face with a pair of familiar faces.

“The sooner we can help Ma Tembo, the sooner everyone in the Pride Lands will leave her alone.” Kiara voiced with what must be done while they look around to their surroundings. 

While this was happening they are both unaware that the skinks are spying on them from the nearby tree unnoticed.

And true to form Makini just cannot just talking. “That is so true. Well, I really admire you Kiara. Water is so important to the Circle of Life. So your helping Ma Tembo find water is even more...”

Suddenly, the sounds of footsteps were heard nearby from the tall grass. “Wait.” Kiara then sniffed for someone’s scent nearby. “I thought I heard something. Hmm...”

“That's funny. I didn't hear anything.” Makini thoughtlessly expressed. “But I know that's something I need to work on. Being quiet so I can hear things. Like the Lions of the Past!”

“Makini! Be quiet!” The princess urged of her while she tries to find out who’s lurking and creeping up on them.

“I know, right? That's what everyone's always trying to tell me! Shwari, Makini. Shwari. But it's...” She then suddenly sees double, literally…right in front of her… along with some hyena and changeling friends.

“Hyenas and changelings!” Kiara stated in alarm being suddenly subdued by a changeling disguised as Fuli along with Phyrax disguised as Rainbow Dash when they knocked her and Makini to the ground.

Makini ended up dropping her staff upon being body-slammed before it got quickly nabbed by Nne who caught it in his mouth before running off ahead.

“Chungu, grab her!” Janja ordered of him.

“Sure thing!” He immediately did so before tossing her over to Phyrnax quickly took control of the princess himself.

“Let me go, hyenas, changelings!” Kiara demanded while being taken away and towards the Outlands.

“C'mon, boys, let's go!” Phyrnax ushered everyone to retreat.

“Hey, that’s my line!” Janja argued before following after him.

Just as everyone all heads off ahead, Makini recovers and emerges from the tall grass watching helplessly upon seeing Kiara being captured and dragged away against her will. “Kiara? Oh, no!”

“Makini! Help!” She called out from the skies.

Janja laughed at the thought. “It's gonna take more than one little mandrill to save you, Kiara! A lot more!”

“Janja's right. I'm no match for those hyenas.” Makini admitted before remembering who she can turn to. “But I know who is!”





Back at Pride Rock, the Mane Five and the Lion Guard are all resting inside the lair hoping they can be able to relax and relieve some of the recent tension they’ve been feeling when Spike along with Makini arrive rushing over to them with cries of help.

“Lion Guard! Pony Guard! Help!”

“Makini? Spike? What's wrong?” Kion and Rainbow both immediately rushed over to them where they both explained…

“The hyenas! They and the changelings attacked us. And they…They've taken off with Kiara!” Makini went first.

“What?”

“Kiara?”

Both Kion and Bunga stated in sudden alarm.

“She’s not the only one!” Spike then said after catching his breath. “Zira, Chrysalis and the Outsiders also attacked us too! And they got Twilight and Simba too!”

“What?!” Everyone all gasped at the mention of their names and that they are both in trouble too.

“We got to get them back!” Rainbow immediately stated.

“Agreed, Rainbow Dash.” Kion nodded before turning to her and Ono. “You and Ono both go out and spot Janja, Zira, Chrysalis, along with their clans!”

“On it!”

“Affirmative!”

They stated before flying off ahead to catch a glimpse of the hyenas and changelings taking turns dragging Kiara away at the same time they see Zira and Vitani carry away Simba while Chrysalis flies ahead with Twilight in tow. From the looks of it they were all heading on over to the Outlands Volcano straight ahead.

“I see them, Kion!” Ono immediately flew back and reported alongside Rainbow Dash. “They're taking Kiara into the Outlands!”

“Not only that Twilight and Simba too and they’re headed towards that big volcano in the distance.” Rainbow added.

“This is all my fault.” Makini lamented. “I wasn't quiet when Kiara asked me to be.”

“And mine too!” Spike likewise said in regret and blaming himself too. “I was there too and I immediately got knocked out. I could have saved them.”

“Makini, Spike, You can't blame yourself for something Janja, Zira, and Chrysalis did.” Fuli firmly and gently assured. “Especially when they are all acting under Scar’s orders.”

“And especially when you did the best you could do without getting captured too.” Kyoga added in the same firm and gentle tone. “If you both didn’t retreat when you did, you too would have been captured and we would never have learned right now of what happened. By then it would have been too late.”

“That’s right.” Kion agreed before calmly saying to the both of them. “It’ll be okay, we’ll get them back because what matters now is that we rescue Kiara, Twilight, and Dad!”

“Which means it’s time call in the rest of the royal family.” Kyoga spoke up before rushing off ahead to find the queen along with her siblings at the same time Spike decides to pull out a letter and quill pen so he can immediately call in both Princesses Celestia and Luna for help

“Along with both Princess Celestia and Princess Luna.” Spike frantically declared while quickly composing the letter before breathing fire on it so they’ll get his message quickly.

“C'mon!” Kion ushered the team towards the Outlands. “Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!”





Meanwhile, Scar now inside the caldera along with Ushari are both stationed there just when Reirei and Nne both arrive inside to where they both stand with the former placing Makini’s staff in front of the lion standing before him.

“Nice! You’ve succeeded!” Scar spoke very pleased upon grabbing ahold of the stolen bakora staff with his claws.

“Not only that we’ve also got Kiara!” Nne added.

“Not only that…” Reirei repeated. “…I just got word that the changelings and outsiders have also captured both Twilight and Simba too!”

“Excellent!” Scar was even more pleased with the successful results he is getting from everyone. ”That will get everyone’s attention!”

“Yep! And since they’ll be calling in every lion in the Pride Lands along with the royal sisters from Equestria by now, that’ll mean that they along with the Lion and Pony Guard will be on their way to save them.” Nne said based on his predictions alone to which Scar found accurate himself.

“Which means there’s no time to waste Nne, get back over to Janja and the others in order to stop them.” Scar then instructed of him. “You too Reirei, assist the jackals in stopping them as well.”

“Will do Scar!” Reirei obeyed before leading the way out. “Come on!” She said to the hyena before they quickly regrouped with their allies.

“So this extra ally you have…” Ushari brought up. “Who is he or she again?”

“Someone who is already here in the Outlands having helped orchestrate this whole plot.” Scar answered. “Someone very powerful and who I have always known from the start that’ll be of use to me along with needing a little push or in this case a little magical push in that direction.”

“Okay.” Ushari understood quite clearly of who said helper is before turning to the bakora staff in the lion’s paws. “And how and why exactly did you ask for this staff to be brought here to the volcano?”

“I ordered of them to steal it because we need this for our plan.” Scar reminded his cobra companion. “Which will prove very useful in destroying the royal family along with the Lion and Pony Guard too to the point that they’ll be exiled from here to the very borders of the Pride Lands. And that's where Kion comes into play.” Scar explained before leaning in to whisper the details to the cobra. “Because you see…”

As Scar lets him in on the plan, Ushari’s curiosity turns into an evil smile and sinister satisfaction with how this all is going to work out in their favor.

“So that’s how?” Ushari said ready to see this whole plan unfold.

“Oh, yes.” He replied before levitating themselves to the top of the volcano where they see the majority of the most powerful crew of heroes make their way towards the Outlands. “And in just a matter of minutes, all the Pride Lands will soon be mine!”

Scar evilly cackled looking over the very horizon while Ushari eagerly awaits his master’s plan in motion unfold…