The Pony Guard (Season 3)

by MXCDarkHorse2020


Episode 25: Rise of Scar Part Four

Episode 25:

Rise of Scar Part Four:

With word that King Simba along with Princesses Twilight and Kiara abducted by Scar and his army, the Lion Guard and Pony Guard are already with Kyoga bringing her siblings along with Queen Nala to come to their rescue with the alicorn sisters to arrive shortly. But while this is happening, the hyenas, changelings, and Outsiders have just finished dragging their captors to a field of steam vents.

While Kiara continues to struggle, Twilight is patiently bidding her time by waiting for the right opportunity to escape from them, while Simba is still out cold from the fall he endured.

“I don't know what you're thinking, Janja. But you're not gonna get away with this!” Kiara defiantly warned the hyena leader.

“That's what you think.” He smugly returned before turning to one of his fellow hyenas who is now carrying the distressed lioness cub. “Chungu, toss her in.”

Chungu immediately does so while Zira and Vitani do the same to Simba.

“That ought to keep you both.” Zira stated to both father and daughter with the latter tried to help him wake up so they can both figure a way out of this.

“Just you wait…” Kiara said still refusing to cave in front of her captors. “…once help comes our way, you’ll all be sorry you ever crossed paths with us.”

“Oh we’ll be sorry all right…” Zira snarled. “…Sorry we didn’t do this sooner.”

“And for the record we’re not sorry, princess!” Chrysalis added without a hint of empathy in her tone.

Phyrnax moved towards Twilight ready to toss her into the steam vent pit when Chrysalis quickly moved her away from his hooves. “No, no, not her!” The changeling was confused until she added. “Scar wants us to bring her to him.”

Kiara gasped when Phyrnax nods knowing why before Chrysalis moved to fly on over to where Scar is located while the helpless cub could only look on fearing for what the green-eyed ring leader has in store for her while watching her being carried away. But she couldn’t help but worry and wonder why Twilight is being so calm about all of this wondering why she isn't trying to fight and break free from her captors.

But it didn’t matter since they were outnumbered and alone in the Outlands and any attempts could risk having one of them or and worst all of them killed on the spot. And all she can do know is hope that the friend she sees as a sister to her knows what she is doing and will be able to help them get out of this before Scar succeeds in his plans.

Under Kion’s orders, Ono flew ahead inside the Outlands without being spotted by Scar’s followers. Because of Rainbow Dash’s tendency to act on impulse and Fluttershy’s being timid in the face of danger at times, Ono was the sole flyer in this brief scout without attracting unwanted attention or being captured.

There he was able to get a good look at both father and daughter trapped and guarded in the steam pits area but was unable to spot Twilight around.

“Hapana. Where’s Twilight?” Ono wondered before suddenly ducking for cover when he wandered a little too close to a changeling who was accompanied with both Kulinda and Lightning Dust on flight patrol.

The changeling then quickly turned around along with Lightning Dust to spot who was around only to see nothing in sight. He then turned away and flew ahead while still keeping an eye out for what he thought he saw duck in the nearby rocks unaware that Lightning had spotted her yet let him be since it was part of Scar's plan.

“Gotta tell Kion.” Ono stated while wasting no time in immediately getting out of enemy territory. Once he was out of there he managed to regroup with the Lion and Pony Guard who have just arrived at the border along with Nala, Kyoga, and her siblings, along with the alicorn sisters and Simba’s pride of lionesses, and of course Timon and Pumbaa. “Everyone! Everyone!”

“Ono! What do you see?”

“Did you see Simba and Kiara?! Are they all right?!” Nala worryingly asked with her voice pleading that nothing has happened to them.

“Please tell us the good word!”

“Please tell us yes!”

Both Timon and Pumbaa pleaded in tears.

“They’re both fine.” Ono assured. “But the hyenas and changelings have them surrounded, and trapped by steam vents. Not to mention the king is still looking banged up from the fight he just took in.”

“No…” Nala quietly whispered on the verge of tears while both Timon and Pumbaa bawl their eyes out.

“What about Twilight?! Please tell me she’s all right!” Celestia also asked with her voice cracking in desperation upon hearing what happened to her prized pupil.

“I’m sorry your majesty…” Ono couldn’t lie much to Celestia’s growing panic along with Kion and the Mane Five’s gasps. “…I…I couldn’t spot her. One of the changelings nearly captured me before I could even try to find her. But since she wasn’t with both Kiara and the king she could be on her way to Scar right now.”

Without wasting any time Celestia immediately looked on towards the volcano in the distance before spreading her wings and flew off ahead to confront Scar herself.

“Your majesty wait!” Ono desperately called after her to no avail with Rainbow Dash and Bunga with the latter riding on the former following after her. “Bunga! Rainbow Dash!”

“Sister!” Luna called out to her on deaf ears. “Ooh…” She could only groan at their impulsiveness. “…Why?!”

As much as Luna wants to go after them, doing so would only risk getting them captured along with herself too. Luckily for her, she along with Rainbow and Bunga were all sent flying back by a sudden flash of magic that sent them crashing landing back to where they started.

“Hevi Kabisa! What was that?!” Kion questioned upon seeing it flash before everyone’s eyes.

“I don’t know.” Kyoga answered while finding something off about the surge yet somehow familiar. “And I can’t make it out.”

Luna used the magic from her aura to get a feel of what was out there and was definitely something she recognized. “Dark magic! No question this is Scar’s doing.”

“No kidding!” Rainbow groaned before getting back up. “He sure knows how to throw a punch!”

“Even when we least expect it.” Bunga added while brushing himself clean off any dust on his fur from the impact. “So I guess charging on in is out of the question?”

“Eeyup.” Applejack didn’t even hold back in her firm tone to make it clear to him and Rainbow that was reckless of them to try that stunt.

“Just what is Scar planning this time?” Fuli asked trying understand his approach.

“The only reason he'd hold Kiara, Twilight, and dad prisoner is because he wants something from me, my mom, and the princesses.” Kion theorized.

“Like what?” Fluttershy asked.

“The Pride Lands in exchange for the hostages.” Nala answered grimly.

“Makes perfect sense.” Luna voiced while helping her sister up to her hooves. “Clearly he isn’t playing games since we’d risk getting them killed if we don’t comply.”

“So what are we waiting for?” Bunga asked. “We go in, take down the bad guys, Kion roars, and we come back out with Kiara, Twilight, and Simba all together!”

“I'm not sure it's gonna be as easy as that, Bunga.” Beshte gently disagreed.

“Indeed.” Ono shook his head against the idea. “Kion won't want to Roar at the hyenas if they're surrounding Kiara and Simba.”

“Oh, yeah...” Bunga realized while facing Kyoga rather annoyed at his stupidity. "Kion's not the kind of guy to roar at his own family and friends. Even if they are very close to him."

“And in case if you and Rainbow Dash had cotton candy stuck up your ears…” Kyoga remarked before reminding them.

“Don’t!” Karabi stated to Pinkie with Lite quickly pinching her lips shut before she could even speak.

“…Scar has magic that serves as his eyes and ears all around the Pride Lands and all of Equestria. So the second we try that, he’ll order the hostages to be killed in a flash.”

“And I strongly advise against trying charging ahead again without thinking things through.” Luna sternly reprimanded her older sister before asking while still exasperated with what she just attempted. “I mean come on sister, why did you do that even when knowing of what he’s capable of?”

“I’m sorry Luna…” Celestia ashamed of herself spoke. “…I wasn’t thinking straight. Twilight is up there with who knows what Scar is doing to her right now.” She voiced while fearing the worst for her. “...she could be tortured, burned to death, or even forced into the very lava in that volcano!”

Luna sighed knowing of how she deeply values Twilight’s life but had to remind her that they need to still think things thoroughly before acting. “I understand sister, but if we want to save her we’re going to have to think of a plan in order to get her out of there alive.”

“Anypony or anyone got any ideas?” Rarity asked the others finding herself empty-hooved and nothing to share.

Kion thought for a moment before thinking up of something. “I have an idea.” He proposed. “Scar will be expecting me, my mom, and the Princesses to come to the rescue. But if they think we’re the only ones here, we might be able to lure them away from Kiara and my dad.”

“And we can use that opening to look for Twilight.” Kyoga added on to the proposal.

“That’ll work.” Fuli liked the idea. “Then we'll only have to get past the steam vents.”

“And I think I know how to do that.” Beshte thought confidently while turning to Applejack and Pinkie Pie. “Along with the ponies for the job.”

“Yes, sir!”

“You can count on us!”

Both Pinkie and Applejack voiced with determination to save the royal lions.

“All right! Now we're talking!”

“Let’s do this!”

Both Bunga and Rainbow added ready to their part in saving the day once more.

“Okay.” Luna then spoke taking charging of the situation by leading the royal family towards the volcano. “We'll go this way and try to distract Scar and the others.

Fuli getting the same idea did the same while turning to the Guard’s Keenest of Sight. “Ono, scout a route the other way so the hyenas, changelings, and outsiders, won't see us coming, along with a route for Kyoga, Karabi, and Lite to sneak through the Outlands undetected.”

“Affirmative!” Ono obeyed before leading the way. “Follow me!”

“And Kyoga…” Celestia called out to her before she could follow the others. “…please find Twilight.” She added while trying to stay strong about her predicament.

“Don’t worry, Princess Celestia. We’ll find her.”

“And we’ll get her back alive.”

“And stop Scar before he conquers the Pride Lands.”

Kyoga, Karabi, and Lite all assured in that order.

“Along with your dad and sister.” Fuli added in the Lion Guard leader’s direction. “We'll save them.

“Asante, Fuli. Thanks.”

“Thank you all.” Celestia gratefully spoke before turning to her sister, along with the queen and prince of the Pride Lands, ready to set out towards the volcano to face Scar properly this time around. “Let’s move.”

Even though Kion is greatly worrying about them right now he is following Princess Luna’s approach towards this if wants to ensure that they all get out of there alive and well because Scar is not someone you want to take light even if you have some kind of advantage over.


The team of rescuers all split into three parties with Kyoga, Karabi, and Lite all splitting off from the rest of the Guard once Ono found them a hidden pathway for them to navigate the Outlands without being spotted by Scar’s army.

Although both Lightning and Kulinda quickly noticed them making their way through the hidden trail before turning to someone from the shadows to report this to this mysterious figure.

"The eagle is making her way through the shadows..."

"...Along with her two feathered-winged companions..."

The two reported to which the figure nodded at them before donning a cloak before moving to follow after them unnoticed with narrowed and locked eyes on the trio of siblings.

In the volcano’s direction towards the top are both Princesses Celestia and Luna flying towards there with Kion and Nala in tow with the queen riding on the former and the prince riding on the latter. They all managed to reach the top of the volcano to where Scar himself having expected them is waiting for them just outside the caldera with the only thing standing in between them is a stream of flowing lava.

“Welcome to the Outlands, your majesties.” He said to the glaring quad just when Kion and Nala slide off of the alicorn’s backs. “I see you all received my invitation as much as I know why you’re here.”

“Enough, Scar!” Celestia angrily commanded. “Let Twilight, Kiara, and Simba go, now or pay the consequences for your actions!”

“Are you sure about that?” Scar inquired unintimidated by her unusually sharp tone of voice. “Even knowing the last time we fought alone. I don't think so, Celestia. Not even with all four of you do you stand a chance against my magic.”

“Do you want to put that to the test?!” She crossly responded with her horn flaring up and her wings spread out ready for that fight.

“Sure…” Scar casually replied. “…but I think the real question is, are you really willing die and risk the life of your most faithful student to find the truth?”

Celestia was visibly stung by that comment but she wasn’t about to back down after coming all the way out here with everyone else joining along for the ride.

“Just let them all go, Scar!” Kion then demanded in the face of the ringleader of the band of villians gathered in the Outlands.

“How very flattering, Kion.” Scar returned still unfazed by the cub’s threat. “But you know fully well that’s not going to happen. Not unless of course you surrender the Pride Lands to me.”

“Not on your life!” The queen of the Pride Lands asserted.

“We’ll never surrender to you, Scar!” Kion added to back up their refusal. “Now tell us where Twilight is!”

“Now!” Celestia boldly stamped her hoof in an authoritative tone.

Luna, Nala, and Kion all adopting fighting stances ready to attack him if he didn’t comply but Scar still wasn’t backing down.

“Not talking huh?” Luna questioned before making the first move leaping up across the lava will a full focused charged horn against him.

Scar quickly countered by conjuring a ball of magic and charged at her likewise while leaping up in her direction. The two’s magical attacks made contact with each other that sent the lion flying up towards the opposite boulders while sending the alicorn backwards in the opposite direction.

Nala then quickly moved to try attack Scar by leaping up towards the rock he was standing on, but Scar was too quick for her when he dodged her bared claws at his direction before lunging a direct hit on her which knocked her backwards. He then moved forward and advanced on her before they both traded claws and swipes with each other.

Even though Nala was able to hold her own against Scar, he proved to be too strong and fit for her and finds herself knocked aside and left at his mercy.

But before he could move to finish her off, both Luna and Celestia sent magic at him to force him back. He narrowly dodged their attempted attacks of relentless magic before quickly leaping across the lava stream and sending molten lava right at them.

Even though they were quickly able to cool it down to the point it wouldn’t kill them, they were both inevitably struck and sent flying aside when the lava made contact with them leaving some sore burn marks on their fur coats.

While the two sisters flew aside while quickly nursing their wounds, Kion stepped forward to confront his great uncle. “Stop playing games, Scar.”

Scar merely chuckled in response before proceeding to taunt him. “Oh, Kion. If only you understood how your actions affected others, especially the ones closest to you.”

“What do you mean?” Kion asked in confusion and anger.

“You’ll find out soon…” He sinisterly smirked with locked eyes on the lion cub before they resumed their duel.


Meanwhile, the Mane Five along with the rest of the Lion Guard (sans Kyoga) make their way towards the area where Ono spotted them earlier. By then Simba, has managed to come to much to his daughter’s relief but he is still sore from the mauling and beating he took in earlier.

“Daddy…”

“I’m…” Simba groaned in pain. “…I’m fine Kiara…” Even though he managed to stand up on his own he still needs some healing if he wants to get better.

“Good scouting, Ono. Thanks.” Fuli said to the egret once they arrived.

“You’re welcome, but we still got changelings, hyenas, and Outsiders guarding them.” Ono said while examining the scene from the high corner. “And it doesn’t look like they’re leaving them alone anytime soon.” He then notices the hyenas are doing something which is leaving the changelings and Outsiders rather irritated. “And it looks like the hyenas are singing to her.”

Pinkie dramatically gasped along with Bunga.

“Oh, no! Not singing!”

“Now we really gotta save her.”

The two said while Rarity eyes them rather perplexed at them.

“Hey…” Pinkie defended. “…at least they aren’t making her wear terrible and tacky outfits that unicorn Trixie mad you wear.”

“Ugh, don’t remind me.” Rarity grumbled before refocusing her attention on their mission. “So how are we get them out of this since they are all surrounded?”

“It won't be easy.” Was all Ono could say.

But Fuli still had the confident mindset they can still pull this off. “So? We're the Lion and Pony Guard. If we have to do things the hard way, that's what we'll do.”

“You said it, Fuli.” Rainbow liked her attitude while all ears to their carefully planned approach.

“Right. So here's the new plan.” Fuli then gathered everyone close so they can listen on how they plan to save them…

…while being from the shadows of the high rock ledge by a figure wearing a black cloak before focusing her attention on the trio of siblings taking the hidden trail with hopes of finding the whereabouts of the newest alicorn princess.


The three at that moment were sniffing to their surroundings and performed magical scans with their magic so they can try to find her.

“Got anything…?” Kyoga asked turning to her siblings.

“Nothing so far…”

“Me neither…”

The two came up empty-pawed while the mysterious figure quietly and stealthily sneaks by and slowly approaches the three.

“Wait!” Karabi brought while getting a strong sense of magic nearby. “I got something!”

“It’s coming from over there!” Lite stated while pointing towards the nearby boulder where the cloaked figure last made it’s way into hiding.

“Hello…? Twilight…?”

“Are you there…?”

*ZAP!*

The two were suddenly knocked with sudden purplish green blasts to the face which had them knocked backwards when Kyoga suddenly turns to see their attacker.

“You?!” Kyoga gasped rather startled before suddenly having the daylights knocked out of her before she could get a good look at her attacker.

Looking over the three unconscious siblings, the attacker with the appearance of Scar’s head appearing over them quickly levitated them off of the ground while moving forward carrying them in a dark purple and green colored aura.


Back near the entrance of the caldera, Scar continues to hold his ground against the alicorn sisters, the lion queen, along with the lion prince.

So far his opponents were all able to keep him at bay by working together from alicorn’s magic along with Kion and Nala being able to fight claw to claw with him. But not one of them have been able to gain the edge on him since he is well skilled at fighting and well trained in magic he knows how to defend himself against every attack thrown at him.

Meanwhile, the Guard has split off into multiple two team parties, Applejack and Beshte, Pinkie and Bunga, Spike and Rarity, Rainbow and Fuli, Ono and Fluttershy, all in position ready to spring their plan in motion.

“Ready…?” Fuli whispered to everyone who all nodded. “Now!”

“Zuka Zama!”

“Party time!”

Both Bunga and Pinkie cried while leaping into action by quickly taking both Phyrnax along with Cheezi and Chungu out by surprise.

“Ahhh!”

“Oof!”

They screamed upon getting knocked out by the impact of the fall they endured along with the many changelings and Outsiders that tried to gang up on Rarity and Spike.

The lionesses along with Timon and Pumbaa jumped into the fray in helping dealing with the changelings and Outsider’s mass in numbers to clear the way for the Lion and Pony Guard.

“Heeyah!” Timon and Pumbaa screamed while bowling their enemies down along with the jackals.

“Excuse me! Pardon me! Comin' through! Hot stuff!” Timon said before hopping off of Pumbaa just when he kicks Reirei along with Goigoi away when they tried to attack them.

The two serious and braced for action grunted together before charging off to help the lionesses deal with their enemies such as both Lightning and Kulinda who have both jumped into the fray with fast wings and lightning bolts their disposal courtesy of the Pegasus's new suit that Scar gave her.

“Hmm…Let’s see…one, two, three, four, five, six, seven, eight nine…” Rarity wondered while finding herself cornered by Zira, Chrysalis, Nuka, Vitani, along with six more Outsiders. “…ten of you and only two of us…let’s see…” She then pulls out a handkerchief hidden in her mane. Spike smiled immediately before leaping up on the unicorn’s back knowing what’s trick she is going to pull. “…oh who am I kidding…what’s a poor helpless girl and her baby dragon like us to…?” She cried and blew her nose into it…

…while suddenly creating a wave of magic to send them all flying backwards against the nearby boulders and rocks which knocked them all out upon the harsh landing.

“Oh, stars!” Nuka cried while having shaking and wobbling his head around for a second before passing out.

“How?”

“Impossible?!”

“Witchcraft!”

Both Zira and Chrysalis stated upon having underestimated the fashionista but then…

“Huwezi!”

“Incoming!”

Both Rainbow and Fuli shouted in Zira and Chrysalis’s direction just when they were getting back on their hooves and paws.

But just before they could do anything about it…

*POW*

Both Zira and Chrysalis were knocked hard and out when they got hit in the jaws.

“Beshte!”

“Applejack!”

“Now!”

Both speedsters shouted towards the Guard’s Strongest who both pushed and kicked large boulders down below to provide an escape route for both father and daughter just when the former was starting to feel a bit better.

“Down the hatchet and in the hole!”

“Twende Kiboko!”

Both Applejack and Beshte called when the boulders they pushed fell into the steam vents.

“We're here to rescue you, your highness's!” Ono faithfully said to the two.

“Now let’s get you both out of here.” Fluttershy added while offering her assistance in walking to which the lion king gladly accepted when she and Rainbow move to carefully and gently support Simba.

“Thanks.” Simba gratefully said to his saviors. “I sure you could some support.” Just when they make their way out of the steam vent field, he then asked the Guard an important question. “Do you have any idea where Twilight is?”

“I don’t know.” Ono reported diminishing the king’s hope for her whereabouts. “I couldn’t find her without getting caught.”

“I wonder where Scar is keeping her.” Kiara fearfully wondered. “And what he is doing to her?”

“Whatever it is, it can’t be good.” Simba stated while slightly grunting in pain. “We got to find her and get out of here!”

“Let’s!” Applejack stated.

Just as they move away from the steam vents and towards the exit, the lion with the cloak looked over from the highest ledge before using magic to create a rock slide heading in their direction.

“Look out!” Fluttershy shouted to which the others turned their backs and then quickly ran as fast as they could run just to avoid barely avoiding getting crushed.

“Whoa!”

“Hapana!”

“Rock slide!”

“Huwezi!”

Rainbow, Ono, Pinkie, and Fuli screamed while dodging the many rocks falling down in their direction.

The Guard ran for their lives while approaching a slanted pathway over a stream of lava up ahead.

“This way! Hurry!” Applejack called to everyone before leading the way upon along with bucking every large rock that tries to land on her and their friends.

Then, their rock slide instigator used magic to send a large boulder capable of killing the whole group right down in their direction.

“INCOMING!” Rarity shouted before working her magic against it while the others quickly try to make their way up towards the hilly pathway.

The rock suddenly crashed on all of them from their attacker’s perspective but was able to get a good look at what was really going on…

…they all survived the attempt when Rarity managed just enough strength and magic to levitate the rock away from them.

But she passed out once the strain took it’s toll on her.

“Ooh…Sweetie Belle…” She said woozily before passing out.

“Rarity!” Spike exclaimed before helping make sure she doesn’t hit her head while catching her.

With the appearance of Scar right before them, they now know they have another tough fight ahead of them. He quickly sends another large boulder in their direction with Applejack quick to charge and buck at it but not without suddenly getting slammed against the wall behind her.

“Applejack!” Rainbow cried before quickly locking fiery eyes at her adversary. “That it’s. Playtime is over, Scar!” She furiously stated in his direction but he didn’t say a word back meaning that he is not in the mood for joking around and for silly banter.

“Yeah!” Bunga yelled before leaping onto Rainbow’s back who quickly flew up in his direction. “Zuka Zama! Super punch….!“

*POW*

As a result of Scar sending a blast of magic over from the sides.

“…falling hard…” Bunga screamed upon falling down to the ground and towards the nearby lava before being quickly caught and saved by the most loyal pony in Equestria.

“All right you mean lion, time to get serious!” Pinkie declared before Fuli charges ahead with her super speed to try to help Rainbow who is currently flying around to try to land a hit on him.

Both Rainbow and Fuli charged with the latter running up the hill along with hopping on from slab to slab with the aim of their angle to try to out psyche Scar so he can’t predict and prepare for what attack they have in store for him.

Scar sends wave after wave of magic right at the two speedsters yet was unable to land a hit on them at first. When he expected and dodged Fuli’s attempted leap at him, Rainbow quickly flew in and threw a punch right at his face leaving him fuming in pain when it the hit made contact with his sensitive scar. The lion quickly responded by catching her with his magic while stumbling backwards and nearly fell off of the cliff he was standing on. He then returned the punch in kind when she flew in to knock him off the edge while sending her flying over the edge and towards the bottom of the hill nearby the caldera.

“WAAH!” Both Rainbow and Bunga screamed upon falling over.

When Scar struggled a little while getting back up the cliff he sees that Fuli is right in front of him.

“Nowhere to go, Scar!” She stated in front of her dangerously quiet enemy.

But before Fuli could take an opportunity to do anything about it he quickly teleported right in front of her while quickly kicking her off of the cliff to send her down the cliff.

“What?! Oof! Huwezi!” She screamed which got Kion’s attention.

“Fuli!” He screamed before running on over towards her while the grownups continue their fight against their rival.

Once Scar got himself back up on higher ground he sees Ono and even Fluttershy flying overhead right to fight him. “Let’s do this.” He seriously said to him.

“Let’s!” Fluttershy added just as seriously. “Because nobody but nobody does that to my friend!”

Scar stoically and silently responded by glaring at the brave Pegasus in the eyes with nothing but a look of silent disdain when she pulls her Stare against him. Yet to her surprise, it did little to no effect on him when he slowly and menacingly approaches her.

“I…I…I mean…NO! NOO! Please! Anything but that!” She then desperately cried before being suddenly blasted backwards and towards where Simba, Nala, Spike, and the unconscious Applejack and Rarity are.

Simba quickly leaped up and caught her on his back but the poor girl was left shaking, crying, and curled up into a ball from being stared down herself.

Ono now feeling he too is cornered by him quickly tried to stammer a comeback. “All right! Um, you want to dance Scar? Bring it!”

Scar simply sported a dark purple and green colored sword to use against him to which had the egret gulping nervously before accepting his challenge. He bravely charged his beak into the fray and traded swings against his sharp magic.

“Phew…” He realized upon seeing he braved the face of danger against that attack. “Oh yeah! Is that all you got…” He then suddenly sees and feels that magic is grasping around his legs. “…oh! You got that too?”

With nothing more than a simple blank expression, Scar sent Ono flying away and hard into the ground with the others.

With no one else left and Simba and Kiara both still too injured to fight, Spike makes his way up where their fighter is to take up his challenge. He immediately breathes fire at him to which Scar quickly dodged to avoid getting burn aside from the small amount of fur on his face.

Spike then charges towards him at the same time Scar returns the charge likewise. He managed to dodge the sharp claws while sliding underneath and managing to claw some more fur off of the lion. Yet throughout it all, Scar doesn’t utter a groan or growl in pain which got Spike thinking that something is very off here.

He continued to avoid and evade Scar’s magic aside from a few direct hits to which he quickly recovered from before quickly sliding underneath him. Once he was able to get close enough to him, he leaped onto his back and tried to choke him out along with tugging on his mane.

Finally, a growl of pain came out of his mouth along with when Spike bites him on the shoulder before he finally shook him off of his back and away and off the cliff…

…before joining him for the downwards fall too.

“Spike!” The girls and the rest of the Lion Guard screamed at the same time Scar while dueling the princesses and queen has finally managed to bring them down.

Spike was screaming and covering his eyes when he sees that he is headed straight towards the stream lava down below before suddenly finds himself stopping just short of it…

…thanks to his attacker floating just above him while using his magic.

“What?!” Spike exclaimed at the sight of actually being saved by him while the others who had just climbed up the hill were left astonished by this act when he is suddenly placed safely on an opposite mountain just within distance of where Scar is along with his defeated opponents.

There everyone was both seeing two Scar’s at the same time in two places.

“What is going on here?!” Kion stated upon arriving on the scene just when the others also arrive behind his back.

“But how…?” Spike stammered between looking at Scar looming over Celestia, Luna, and Nala and his double looming over him with Kion slowly approaching him. “I thought you were dealing with Scar?”

“I was…” Kion stated still dumbfounded by what he is seeing. “But how?!”

“Maybe you’re just seeing things double. Or better yet if you’re truly smart enough to put two and two together to look at things a little differently.” Scar called out to him from just outside of the caldera which had the Lion Guard leader to now have a good idea who is really serving as his look and act alike.

“All right Chrysalis!” Kion then declared while getting serious with gritted teeth. “Your days of mind tricks are over!”

He growled and lunged towards the Scar double who quickly leaped back just when he managed to get a claw on his cloak and face while ripping it off.

"Is it? Is it really?" A familiar female voice inquired in response after being unmasked.

“What?!” Kion then gasped when he saw the face of his worst adversary was really an actual mask as part of his opponent’s disguise and really was a front of this figure’s actual face and appearance. And needless to say he was not expecting the sight of the actual face when said enemy turned to face him. “You?!

“Twilight?!” Spike gasped when said mare was floating on her wings yet with a much darker appearance and a matching facial expression that describes of how she feels about seeing them.

“Yes, Spike, Kion. It's me.” She bluntly answered while still not looking very happy to see them.

Her lavender purple fur was a darker shade of color. Her mane was colored black and styled to look just like Scar’s with only her now reddish-pink highlights remaining. And her eyes were colored red instead of purple due to her use of dark magic throughout her fight with her friends and her scar emitting black smoke while looking on towards everyone watching with nothing more than a serious and unaffected expression.

Everyone else watching this was beyond shocked at what they were seeing, the Scar that the Lion and Pony Guard fought was really Twilight this whole time and against them and the same enemy that quickly knocked out Kyoga and her siblings in a drop of a hat.

“What?” Both Simba and Luna gasped.

“No!” Both Nala and Celestia cried in devastation to see that she has crossed over to the dark side.

“It can’t be! Please tell me this isn't happening!” Spike said still trying to lie to himself that this is really just a bad dream while covering his eyes and trying to open them while awakening in his bed unsuccessfully.

“It’s real!” Rarity asserted to her crush while trying not to believe what she is seeing too while looking on with an agape expression.

“Twilight?” Fluttershy softly voiced while whimpering in fright.

Scar from the caldera evilly laughed from afar while Celestia was left tearing up at the sight of what has become of her former student with both Luna and Nala are left speechless.

“Sisi ni Sawa, Kion!”

“Un-Bunga-veilable!” Bunga breathed and whispered. “I did not see that coming!”

“Me neither.” Ono whispered back while still looking on at their friend now turned evil.

“But…how?” Kion was at a loss of how this was all possible. “…you were captured!”

“No!” She corrected. “They didn’t really. They had me escorted to Scar in secret.”

She thinks back to when Chrysalis flew her over to Scar inside the caldera to where Ushari is also standing by the lion’s side.


"Both Simba and Kiara are both trapped and secure by the steam vents, Scar.” The alicorn reported while brushing the dust off of her fur upon being released.

“Excellent!” Scar was satisfied with how well the plan is coming along. “Which means the other princesses along with the Lion and Pony Guard on their way here to try to come to their rescue.” He then turns to the changeling queen standing before him. “Chrysalis! Tell the others to get ready! The plan is in motion!”

“Right away sir!” Chrysalis bowed before flying off ahead.

“Now Twilight…” Scar then turned to her. “You know what to do?”

“And do it I will!” She vowed while pulling Rarity’s makeup kit before styling and dying her mane to be colored and styled just like the lion in front of her before dying her fur coat a darker shade of purple.

“Yes…” He admired her new appearance. “…this will do nicely!” He added while viciously smiling with his teeth bared before handing her his cloak to which she quickly put on and pulled out a ripped portion of Scar’s face from a throw rug she got from her boutique store. “…Hmm…” He scratched his chin in admiration. “…not bad…” He commented at the sight of a copy of his fur coat serving as a throw rug.


When Twilight finishes explaining to everyone that part, the Guard members along with Simba and Kiara turn to Rarity liking an explanation for having said throw rug in her shop. “What?!” She innocently asked. “I thought his fur would make a very handsome throw rug. Maybe even some fashionable dresses while I'm at it.”

“How very nice of you to think that way of me.” Scar remarked rather amused and flattered by her willingness to experiment with dark colors and taste. “Just as much that your precious princess has now become the princess of darkness now following in my paw prints.”

“But…why?” Kion was left feeling betrayed and heartbroken upon seeing that Twilight was very willing to work with his evil great-uncle to help conquer the Pride Lands when he turned to face the hovering alicorn. “We’re your friends!”

“Are you really?” Twilight was not convinced when she spat back. “Or are you just saying that to try to butter me up and stab me in the back when I least expected it!”

“We would never do that!” Kion further protested with his voice cracking like he is about to cry. “We even came all the way out here to save you!”

“Right into the heart of the Outlands!” Bunga added in plea.

“How very like you all…” Twilight returned without a hint of gratitude. “…yet you were all too stupid to realize what was really going on the whole time.”

“What do you mean?” Fluttershy timidly asked.

“You see…” Twilight recalled while gesturing to the evil lion on the opposite mountain. “…after you five sent me away, Scar came to me to once again persuade me to join up with him. Once again he wanted me fall under his influence. I initially refused but after thinking long and hard with what had happened the first time we crossed paths with him, I decided to listen to what he had to say.” She then recalled when Scar finished telling her his backstory and before the others found her.

"I knew that if anything could get you all to come all the way over here in the first place, it was the thought of one us being in danger." Back then Twilight and Scar both squared off after the latter made the first move while really they were sparing each other to make it look like Scar is defeating her by the time the Guard arrived on the scene. Some time later, when everyone had retired for the night, Twilight secretly made her way over to the Outlands where she would meet with Scar and his army. "After seeing to it that the Elements of Harmony are locked away, I helped orchestrate the whole abduction scheme, tipping off the Outsiders of where to attack, and of course letting Spike and Makini escape in order to alert everyone and lure them all here to the Outlands for the actual takeover of the Pride Lands. As you can see, it was all part of the plan."

While she explains everyone's eyes grow wider with every shocking word that came out of her mouth with the reveal that she was in on the whole thing and helped masterminded the plan. Not even SImba, Kion, Kiara, or even Celestia and Luna, could have ever expected nor seen this coming.

While watching this Zira smirked from afar in Simba's direction with the smug satisfaction that she was right that Twilight indeed had something to do with this.

“Huh?” Applejack voiced rather befuddled by this revelation while trying to recover from her shock. “Do you even realize what you're saying and doing. I mean, working with the scheme coming from the most dishonest lion in the Pride Lands?!”

“Yes.” Twilight calmly and blatantly replied. “With wisdom and power that says the most truly powerful should be in charge of Equestria. And for your information, Applejack…” She quickly added with caution to choose his next words carefully going forward. “…even dishonest liars like Scar can tell the truth within the eye of the beholder in regards to you and most of the welcoming committee here.” She said while gesturing to everyone else around them. “He even explained to me of what happened to him before he lost the Roar. And that was because his so called friends made the same mistake you all did when they left him in the dust when a threat against the Pride Lands was made.”

“What’s she talking about?” Fuli whispered to Kion clearly confused at what's she saying.

“I don’t know!” Kion answered just as confused while turning to his father who didn’t have an answer either before turning back to the antagonistic alicorn to implore of her to reconsider her stance towards them. “And I think whatever magic Scar left on you is making you not think clearly.”

“Oh this…” Twilight gently placed her left hoof on her scarred eye that’s continuously emitting smoke before having her eye stop doing it while treating it like it's no big deal with a matching nonchalant response and smile. “…just a little gift from him from the wedding mishap.”

“But you don’t know if what Scar says is true…” Ono tried to reason with her while examining her infected eye with his keen sight from a safe distance. “…that dark magic is affecting your temporoparietal junction.”

“The part of the brain that allows one to tell right from wrong I know.” Twilight voiced with no concern to having it treated. “And believe me when I tell you that I know what Scar told me is the truth.” Ono was left without a counter argument there seeing that nothing can be said to change that. “Don’t believe me, ask him or Mufusa yourself. At least if that ungrateful lion is more than willing to confess to his wrong doings.”

Hearing his grandfather's name insulted got Kion really mad. “Don’t you dare insult Mufusa nor speak about him that way, Twilight!” Kion angrily stated in the face of her evil former friend.

“Or what?” Twilight taunted sensing the lion cub’s anger boiling inside. “What will you do if I don’t stopping talking bad about others when I want?!” She demanded of him. “Face it, Kion. You don’t have the power to stop me!”

“Oh, yes, I, do!” He angrily stated hitting his rage breaking point when dark clouds formed from behind before locking eyes against the alicorn who quickly produced a protection barrier knowing exactly what’s going to happen.

He unleashed the dark Roar of the Elders right at her to which both Twilight and Scar quickly protected themselves with magic to keep themselves from being pushed and sent flying backwards.

While Celestia and Luna were able to protect themselves along with Kiara, the others who were right behind him were safe from being caught in cross hairs.

With thunder and lightning raging from the skies, the unchecked power of the Roar caused the volcano straight ahead of him to violently erupt with lava and fire spewing everyone near its surroundings.

Once Kion was done roaring, he suddenly drops his jaws upon seeing the volcano suddenly erupting as a result of himself losing control of his temper in the heat of the moment.

“Hevi Kabisa!” Kion exclaimed in horror with what he just did when Scar levitates a slab for himself to float his way over to him and by Twilight’s side rather pleased that he ended up playing right into his paws.

“Why thank you, Kion.” Scar said before focusing his magic from the power of his claws at the same time Ushari tosses the bakora staff into the caldera inside.

With Chrysalis’s magic from said changeling along with the other’s having retreated to caldera when everyone’s backs were turned, the cobra was quickly able to avoid the rising lava emerge from the volcano to when his master’s magic caused it to rise from the flames.

“Yes!” Ushari said in satisfaction with the plan working in their favor.

“Burn! Baby! Burn!” Nuka yelled wildly as all of the fire and flame rises from the ashes and out with a destructive sight headed towards the Pride Lands.

Without hesitation Scar uses his magic to send a huge wave of lava in the Pride Lands direction much to everyone’s horror.

Of course, none of the Pride Landers had much time to react once they all realized it was headed their way.

“Look out!” Ma Tembo shouted before quickly sending a nearby boulder to protect her herd.

“Incoming!” Basi shouted towards his pod upon seeing the lava flying right towards them.

The hippos were all left hurrying for their lives and had just barely escaped being burned with their watering hole turning into a steam vent.

“Panic and run! Panic and run!” Thurston exclaimed wasted no time in leading every zebra the heck out of dodge.

Scar then focused his magic in sending lava right at the antelopes who all quickly hightailed it away from their home to avoid getting burned with some of them that were able to run out of paralyzed shock and horror being the unfortunate ones facing a fiery demise when it rained down on top of them.

“Murderer!” Simba gravelly voiced at his kingdom’s destroyer who worked to destroy small portions of the Pride Lands with his dark magic spreading lava towards where lots of big herds are gathered together at their own free will.

“Scar! Stop this madness at once!” Kion shouted before trying to move to lung at him in an effort to stop him…

…only to be quickly punched and knocked backwards by Twilight, followed up by a fiery dark magical blast to the chest leaving Kion to collapse while screaming in pain.

Everyone standing behind in gasped in horror with what Twilight had just did, and yet she doesn’t shed any remorse for doing so.

“Better get out of here while you still can.” Twilight warned the helpless and betrayed clan of heroes. “Because Scar won’t stop until the Pride Lands falls under his domain.” She then levitates Kion with her magic so she can personally tell something to him up close. “That means you too, Kion.”

“Twilight…” Kion weakly croaked in plea when levitated and grasped by the throat. “…please…stop!”

“Apologies old friend, but what’s done is done and you blew your chance to make things right the second you turned me away.” Twilight coldly refused before spinning around in the air and sending his former best friend flying towards the back of the Outlands away from Pride Rock. “See ya!”

“Whoa!” He screamed upon flying great heights over the Outlands.

“NO!” Simba and Nala futilely reached out to him while Fuli and Rainbow Dash were quick to race after him.

In order to assert to the Guard and the Royal Family of who’s in charge of the Pride Lands now, the young alicorn quickly used her magic to make the hill they were standing on crumble, causing them to descent downwards with only Fluttershy, Applejack, Pinkie, Karabi, and Lite to push their weight against the others to keep them from making a harsh landing at the bottom of the hill.

During the descent downwards, Rainbow had no time to prepare herself for when Lightning Dust suddenly appeared and knocked her towards the ground with a single punch to the face as payback for getting her kicked out of the Wonderbolts along with Ono who likewise was given the same quick painful greeting before tossing both a defeated Timon and Pumbaa down so they can join them in the race for their lives to avoid dying at Scar's fiery magic fueled paws.

Twilight then turns back to Celestia, Luna, and Nala who all were devastated to see her even doing all of this. Since to everyone it goes against everything she was taught and trained for. With no other choice, Nala leaped on the sun monarch’s back who huddled with Luna before quickly teleporting away from the scene before quickly moving to guide everyone of the remaining Pride Landers who haven't fled to safety away from Pride Rock. But not without Celestia tearing up at the sight of seeing her now most faithful student's fall from grace. Not that Twilight cared in the slightest of how hurt she is feeling as evidenced when her cold and heartless expression didn't change in the slightest.

From there it is now made perfectly clear that they lost in a majorly way today. Not only did they lose the Pride Lands to Scar. But worse, they lost a very powerful and caring friend to him, who has now committed herself into following Scar’s paw prints.

Back on lower ground, everyone upon landing were all quick to make their way through the Outlands in order to escape. “Everyone quick, this way!” Ono directed everyone’s attention to the pathway Kyoga and her siblings took before being ambushed.

They had a lava filled obstacle that required them all to jump, but they were all able to clear and leap over it no problem. Even Simba was well enough to be able to make the jump before regaining the strength to run on his own. During the leap over, Applejack who even managed to carry Rarity on her back while performing the feat along with Fuli carrying Bunga, and Beshte did the same while carrying Kiara and Ono on his back.

“This way!” The king directed everyone’s attention towards their exit straight ahead at the same time they saw Kion headed towards a stream of lava during his fall.

Both Rainbow (after quickly recovering from the punch she took in) and Fuli quickly ran and flew as fast as they could to catch him but they ended up tripping up and stumbling to a crash landing when they got slightly singed by the lava Scar sent in their direction. All they could do at that point was watch in horror seeing Kion met his fiery demise up ahead…

…at least until Simba, once again with his blood pumping with determination to keep his son out of harm’s way quickly rushed ahead and then leaped up over the upcoming stream and caught the cub in his mouth before landing on the other side.

Both Rainbow and Fuli quickly sighed in relief before following suit and leaping over the upcoming stream before making their escape along with many Pride Landers fleeing for their lives to which both Lightning and Kulinda both witnessed from afar before turning their attention the lion setting parts of the Pride Lands ablaze while giving him the signal that the heroes have retreated and are all out of the Pride Lands.

Upon seeing that everyone has retreated, Scar ceased fire, and everyone else having ducked for cover emerged looking on very satisfied that they actually managed to succeed in taking over the Pride Lands for once. And it was all thanks to the excellent teamwork and leadership of Scar along with his newly darkened apprentice and princess Twilight Sparkle who looks on at everyone of the heroes retreating and away from the Pride Lands still sporting a resentful frown in their direction because once again her truthful words about Scar were quickly rebutted as lies. And worst of all, it was from the one who she saw as her best friend, Kion, the leader of the Lion Guard which really embittered her spirit to the core.


Once everyone has all managed to retreat with Pride Rock no longer within sight from afar, they all stopped to catch their breath and reflect on what had just happened back there.

“The Pride Lands have fallen.” Simba said filled with regret seeing the Pride Lands now ruled by Scar and a now evil Twilight Sparkle.

“I can’t believe Twilight turned on us. She was our friend.” Kion replied in shock taking Twilight's betrayal the hardest o par with Celestia's heartbroken reaction to the reveal.

“Who got infected with Scar’s dark magic and fell for his manipulation.” Kyoga deadpanned.

“So… where do we go now?” Ma Tembo questioned. With the Pride Lands lost everyone was now displaced and without a home.

Kyoga, Karabi and Lite looked at each other and nodded. “We know…. A place where you could live for the time being.” Lite replied.

“Where?” Bunga questioned.


After three hours of traveling due North from the Pride Lands, everyone arrived through a large cave and into a wide valley environment with a Mountains in the distance, lakes, grasslands and forests all around. The ground was attempting to recover and some animals have returned to the land.

The animals included some the Pride Landers have never seen. Jaguars, Tigers, Margays, Caimen, Alligators, Puku, Dik-Dik, Wilderbeast, Cap Buffalo, Kudu, Okapis, Roan Antelope, Steenbok Antelope and so many more.

“Woah….” Fuli gasped.

“Kyoga, what is this place?” Simba asked.

Kyoga gave him a solemn look, “It’s…. our old home. The Diamond Valley.”

All the Pride Landers gasped in shock now knowing this was Kyoga, Karabi and Lites’ old home which was still recovering from Scars attack years ago.

“Make yourselves at home and please don’t disturb the nature here.” Kyoga stated before she, Karabi and Lite went off to their old den.

Kion, the Lion Guard and the Mane Five looked at each other cautiously before the Pride Landers went their separate ways to make a home for their herds.

Simba, Nala and their pride followed Kyoga, Karabi and Lite to a large cave that was North of the valley. The three lions sighed as the came to the mouth of the cave and just laid down.

“You three okay?” Beshte asked.

“Not really…. We never really planned on returning… since the loss of our family.” Kyoga replied in a tone less voice.

“There wouldn’t be much point on us returning since we’d be the only lions here.” Lite added.

“Why can’t you just mate with each other?” Bunga asked impulsively.

“Bunga! They’re related! They can’t mate with each other that goes against the laws of nature!” Kion stated.

“What?” Bunga questioned confused.

“Related lions can’t mate with each other cause that causes inbreeding which can lead to diseases! Common knowledge really. That’s why male lions are kicked out when they reach sexually maturity. It’s an evolutionary purpose.” Ono explained.

“Ooh…” Bunga stated.

“Anyway, you guys can have the cave. It’s of no use to us now.” Karabi added as the trio left the cave to Simba, Nala, their pride, the Lion Guard and the Mane Five.

“So… we’re just… giving up…?” Rainbow questioned. “We’re not going back to fight.”

“If you go back you’re all dead. You’re best chance is to stay here.” Kyoga replied.

“How would you know?” Applejack asked.

“Cause we’ve already lost everything to Scar… you haven’t. You still have your family and friends except for Twilight. We’ve lost everything.” Lite replied to the girls.

“So get used to your new home cause you’re gonna be here for a while.” Karabi added to the battered family and friends.


While everyone gets settled in their new temporary residence, Kion turns back to the opposite direction towards cave where he walked back to the other side of the tunnel. Once he was outside, he looks on the far horizon ahead of him in the direction of the Pride Lands with a very solemn expression at the sight that was once home to them. Only that it is now enemy territory to the villainous lion and his now former best friend turning to the dark side both looking on the far horizon at the same time from the edge of Pride Rock.

While Scar looking on with a very satisfied smirk that he successfully took back control of the Pride Lands with his hunger for power fulfilled, Twilight looks on with a very bitter expression as more black smoke emits from her infected scar still thirsty for vengeance against her now former friends more than ever.

"It won't be long now, Twilight." Scar assured his princess with a comforting paw on her back. "Because soon Equestria will be ours for the taking and you will soon have your revenge."

"And I look for to it." Twilight responded still looking on to the horizon where Kion's father approaches his son to place a paw on his shoulder in his efforts to comfort him while they both look on in their former kingdom's direction. "Because I should have known the truth from the start that friendship has truly failed me. From this moment on..." She then vowed. "...I won't stop until I bring both the Lion and Pony Guard down...permanently."