The Pony Guard (Season 5)

by MXCDarkHorse2020

Episode 40: The Cutie Remark and The Scorpion's Sting Part Two

"Where's your castle, Twilight?" Beshte asked in worry once he and the others saw that said castle is now gone. They were all standing in the exact same place the castle once stood where they last were in the present, but all they found was the map glowing an evil shade of blood red and a few broken chairs surrounding it, unquestionably the Lion and Pony Guard’s thrones, only without their cutie marks and appeared to have been abandoned for years.

“It’s gone!” Ono exclaimed as he looks on horrified by what has happened to Equestria. "The map! It pulled us back...all because of what Starlight did in the past, changed things here!"

"But why?" Bunga asked, "And how did we get here? Where's here?"

"More like when." Twilight answered, levitating the scroll from her satchel, unfolding it. "Starlight altered Star Swirl's spell, then somehow used it on the map to travel into the past and change something! Once she did, the map pulled us back to the present!"

“So you mean to tell me that we are now in the present expect different due to Starlight changing the past so that the Sonic Rainboom never happened along with the many things we did together including what became of our pony friends, along with Ono never being born, and Twilight never became Celestia’s personal protege?!”

“Yep.” She replied Big Mac Style.

“But how are you still an alicorn?!” He raised his arms towards where her wings are.

“Probably because there’s some specific magic involved to prevent that from happening.” Fuli deduced while turning to Twilight with hope they have breathing room to work with here. “Assuming there isn’t a time frame involved in how long we have to fix everything before it’s too late."

“Yes and no.” Twilight replied. “Yes we have plenty of time to stop Starlight from permanently altering the past but we have until sunset to do so.”

“Why?”

“Because the scorpion’s venom will become fatal if not pulled out by then, not to mention the fact that same can be said for the rest of the Royal Family. If Princess Celestia, Luna, Cadance, Kion, and Shining Armor don’t pull through then Scar will succeed in destroying the Lion and Pony Guard in the true present day timeline and taking over the Pride Lands and Equestria.”

Ono was left confused. “But how would that happen if…” Ono then gasped as he realized what his plan really is. “Hapana! Because the scorpion might be after Luna too and the rest of the Pony Guard will heading on over to the only nearby volcano! Which means it’s all another trap for them! One they’ll never make out of alive!” Ono added in further realization. “We have get back to the present and warn them!”

“We can’t!” Twilight shook her head. “If we leave we might never be allowed to come back here and fix it and we’ll be just leaving a psychotic unicorn forever tampering with time with who knows what she’ll want to alter in our lives while she is at it!”

“Oh!” Ono groaned realizing they too are trapped here as along as Starlight’s around in the past too. “Buck me!”

“I guess in the meantime we now have to focus on what’s changed here.” Bunga moved to look at the nearby Cutie Map. “And judging from how the Crystal Empire has taken over half of Equestria this sure is a big one.”

“Look!” Fuli pointed towards another map where the Pride Lands is standing only it appears to be literally scorched Earth with Outsiders spread out around the area. “There’s Scar himself!” He pointed to said lion roaring on Pride Rock after proclaiming victory over the kingdom he now rules in.

“Whoa!” Beshte commented feeling even more worried than before. “Looks like this got a lot more bigger than we could imagine.”

“You’re right, Beshte.” Twilight said in agreement. "This is too big to handle on our own."

"You think?" Spike replied sarcastically.

"We need to find our friends and get help!"

“But where are they?” Fuli asked. “With this being a new timeline where the Rainboom never really happened. If none of them discovered their true passion then they could be anywhere in Equestria.”

"That is true and I don't know either. But we have to at least try and find the others. Hopefully, they'll be willing to help."

The group headed towards Ponyville with Twilight still carrying Kion around, where it looked nothing like it did before. No ponies were around, no laughter in the horizon, no joy, not even color. Everything around them was tinted with a faint red color. The houses of the ponies were shattered, torn, broken and pieces wood were nailed on the windows. The only sound they could hear where the sound of crows, flapping around them, taking what little food and scraps they could find on the ground. Even the plant life looked in just as bad shape as the town itself along with when Scar was in charge of the Pride Lands.

Spike noticed a pony looking out from her window and happily waved her a friendly hello. To his surprise and shock, the pony hid herself away by closing the curtains. This was very odd and peculiar for Spike to experience, since he knew nearly every pony in town and they had come to love him in return. It’s pretty clear to him something is wrong if this is the reaction he is getting from everyone here.

"I'm gettin' a bad feeling about this…" He commented as he kept himself closer to his friends.

"I've never seen Ponyville like this." Bunga remarked sadly before stopping in front of the bridge and the lake that once sprung beautiful clear water was now practically dried up. “How do ponies live when the place is like this? It’s just so un-bunga-veiable.” Only when he said this time around it wasn’t with joy like when he would always say it this time around.

"I know, Bunga, but this is Ponyville!" Twilight said, trying her best to sound optimistic about it. "How bad could things be?"

“How about very bad.” Ono commented while pointing towards a building he recognized, which only instead of a cupcake, it had bread on the roof, no longer did it look like the bakery shop they knew in the true timeline but instead a worn out, broken down, out of business, bread shop.

"Is that Sugarcube Corner?" Beshte asked, not fully believing what he is seeing. Just seeing what has now become of the building caused him to look on in devastated heartbreak as he could feel and hear Pinkie’s genuine laughter in his head. “What happened?”

“I wish I knew.” Fuli remarked not with sarcasm but with genuine sympathetic pity.

Just then Spike gasped in shock and ran ahead towards a familiar store that looked a lot like the Ponyville Boutique store only it was another abandoned building much like the rest of Ponyville. The doors were closed up by wood and the plants that once grew around it were all dead.

Spike knocked on the door, but when nopony answered he started banging hard, peeking into the holes of the wood but found the entire place was empty. Manikins stood unattended and pieces of fabric were shrouded with cobwebs and spiders scrawling all around.

"Rarity? Rarity?!" The dragon desperately called out, but alas there was no reply.

"I don't think she's here, Spike!" Twilight sadly told him. "I'm not sure anything we know is the same!" The princess hung her head in sadness, mirroring the look on her friend’s face along with dealing with Kion’s predicament hanging over her shoulders. The once beautiful home they had come to love and enjoy while living there together, was gone. It was as if the peace and harmony ad never happened. But even still Twilight was not about to give up. She still had an idea.

"But I know one place that could never change!"

As soon as they arrived at one said place. They find that Twilight’s hopeful words were once more proved wrong as in the place of where they expected a farm was a giant factory instead.

The group dropped there jaws at the sight. Sweet Apple Acres was now turned into a smoke spewing factory. Metal pillars stood tall from the back of the barn, releasing smoke that covered nearly the entire farm in a gloomy haze. This was not what they were expecting at all.

“I’m sorry, Twilight. What did you say? That the one place you think didn’t change is where this smokey and stinky factory is?” Fuli sarcastically asked.

“At least I thought it did.” Twilight defended before leading the way in order to investigate the place. “Come on.”

“And I’ll be ready to teach those two con ponies another lesson?” Fuli added furiously as she was the first to follow after her.

The group made their way into the farm, towards one of the windows, which was covered in dark dust due to the ongoing pollution from the factory. The group wiped the dust off and peeked inside. And much to their surprise, it wasn’t Flim and Flam doing all of this but it was actually...the Apple Family themselves.

Machines grinding, squeaking, hissing and rumbling as apples were squished into machines and shoved into tin cans via assembly line. Working inside were Big Mac and his sister Applejack, looking like they would do every day, only with full brown body suits and hair nets on their manes and tails. Big Mac wore a mask over his mouth while looking at a clipboard in his hoof while his sister, who also wore a mask, walked outside to roll a barrel outside. She lowered her mask once she did, though given that there is not much fresh air to take in, she’s better off keeping it on anyway, all while wearing a stoic look on her face as she does her work.

"Applejack!" Bunga happily moved to embrace the pony up, with a hug around the neck. “Oh I’m so glad we found you I…” Suddenly he was forced off with a bounce then bucked to the side. “...found you.” He groaned out of breath due being kicked in the gut. “Wow, you’re still strong.”

“No question about that.” The country pony stated with a stern look before asking and demanding of the others. “And just who the hay are you folks?! Because if you’re here for trouble you got it!”

"Applejack, wait!" Beshte called out, while stomping on in front of Bunga. “Please? Remember me?”

“A hippo. I ain’t recalling ever befriending a hippo before in my life.” Beshte looked on sadly in response to that verbal sting. “Now is anybody going to explain to me what this is all about?!”

“Applejack! We mean no harm!” Twilight said, raising her hoof as a sign of peace. Beshte moved Bunga back to his feet as he rubbed his stomach, still feeling the pain from the kick. "We came because we knew you'd still be here."

"Of course I am. This is my home." Applejack said, getting back to work by rolling the barrel towards a wagon filled with them.

"So, do you know where Pinkie or Rarity or Fluttershy or Rainbow Dash are?" Twilight asked hopefully.

The country pony shook her head, "No. Who in tarnation is Pinkie Bow and Flutterdash? Or any of you for that matter? And, why do ya'll look so weird?" she asked, examining their appearances, which severely contrasts to the world’s current apperance.

"You… don't know who we are?" The princess realized with lowered and saddened ears.

"Nope." Applejack stoically replied as she rolled over yet another barrel, "Honestly, the only name I recognize is Rarity, but she left for Manehattan years ago."

"Probably to become a world-famous fashion designer, I bet!" Spike hopefully guessed.

"Not that I know of. Last I heard she went to help with the cause like everypony else." Applejack closed the lid on the wagon once all the barrels were perfectly placed.

"The cause?" Fuli asked curiously.

"The war against King Sombra and the Crystal Empire?"

"What?!" the group exclaimed in shock, still mind-boggled with what they had just heard.

“A war?!”

“Going on?!”

“Here in Equestria?!”

“But...but...but...but...but that mean’s Sombra is back!”

Applejack arched an eyebrow of confusion at their reactions, "Where have you all been?"

“Actually, it’s when.” Spike corrected before Twilight moved to explain why they are saying what they are saying right now.

“Look, we know this is hard to believe, quite frankly I still don't believe it, but you and those other ponies we mentioned are our friends!"

"Did you bump your head on a crate of cider or somethin'?"

"We're telling you the truth!" Twilight firmly stated. "And if you come with us, we'll prove it."

"Sorry, but I've got a lot of work to do. Hope you find what you're lookin' for, though." Applejack turned around and prepared to head back into the barn, only to be stopped when Fuli intercepted him with her super speed and pounced on him.

"Hi, Applejack! Sorry to have to do this to do you but...”

"Wha? Hey!"

The country pony struggled in the cheetah’s grip as she somehow managed to hogtie her with a lasso she made with nearby rope she found. She struggled and grunted as the cheetah took her on over to the map, since she refused to come with them before.

“Let me go this instant!”

She complied once they had all arrived back to their destination, There, Applejack was now awestruck with what she was seeing. Never before in her life had she seen such an amazing and magical object. This was enough to convince her that they were telling her the truth.

"Well, I'll admit I've lived in these parts my whole life and I've never seen this before."

"There's also supposed to be a castle that goes with it." Spike said while sitting on one of the broken thrones.

"I still don't see what this has to do with all of us bein' friends." Applejack commented.

Twilight moved to explain it some more. "Another pony named Starlight Glimmer used this map to travel through time and change things in the past! For some reason the map's here but everything else is different!"

"Different how?"

"Well for one thing, where we come from there's no war with King Sombra."

Applejack looked down in sadness as she looked down at the map. The idea of there existing a world without Sombra was indeed a more interesting and peaceful one. Too bad that’s not the case here.

"Maybe you could tell us how the war started, then we can figure out when everything changed." Fuli suggested.

"That's easy enough." Applejack sighed before she began telling them the dreadful tale of Equestria's war. "When the Crystal Empire returned, it brought King Sombra back with it, and it didn't take long for him to force every one of his subjects to fight for him against Equestria."

Applejack placed her hoof over the map, and suddenly it reacted to her touch, creating what appeared to be some kind of magical glowing screen where the others could see King Sombra himself ruling over the Crystal Empire. He looked just as terrifying as the images depicted him.

Dark crystals covered the land, covering the palace itself with darkness, and every crystal pony was forced to slavery or to battle. Sombra had created magical helmets that, once placed upon a pony's head, their minds, bodies and souls were now under his control.

The sight itself was truly devastating for the Lion Guard to watch. Applejack realized this map reacted to her memories and what she knew of the war. She and the others watched in dismay as the scene unfolded before their very eyes.

They witnessed Sombra and his army marching over a snowy plane, on the opposite side was the sun princess herself, Celestia, along with her niece Princess Cadance, and Shining Armor appearing by her side to aid her in battle. But amongst the royal family present, Princess Luna was not around.

Upon Celestia's command, an army of Pegasus ponies soared across the skies, many of them included the Wonder Bolts, all wearing helmets and battle suits, including Spitfire and Soarin, and another face they recognized thanks to the rainbow colored tail. Only difference being is that one of her winfs is a metallic artificial one instead of a real one.

The Crystal Army charged forward as Celestia's guards and air force charged on as well, ready to fight for their homeland. Beshte and Ono could only look on with jaw dropped horror when the opposing armies collided, battling against one another in a brutal display, some battled even to the very end to death. All while King Sombra laughed wickedly at what he was seeing.

One of the Pegasus ponies kicked and punched each crystal pony that came at her. She was indeed powerful. One of the crystal ponies jumped at her but she bucked him off, removing her helmet in the process, revealing her shortened rainbow colored mane, styled into a spiky punk-like bang, her left ear was nearly torn off and a scar ran across her left eye. This Rainbow Dash had become a warrior with battles scars that are on par with the shock on Twilight’s very own scar.

As she fought, two crystal soldiers rolled an enormous boulder from a cliff, which would land on the Pegasus pony. Luckily, two more ponies came to her aid. Maud and Pinkie Pie, both breaking the rock at supper fast speed with nothing but their hooves. The two landed safely beside Rainbow Dash, both sporting similar hairstyles to their ally, and Maud was actually showing more emotion than she previously did. Said emotions were really more out of anger and determination but still. Pinkie Pie, on the other hand, only mirrored her sister's expressions. She wasn't smiling nor did she appear her innocent happy-go-lucky self. The war itself had certainly changed her because of it.

The two alicorns were part of the fight as well, but even with their magic it still wasn't enough. Applejack could see how hard it was for these new folks to witness such a display.

"Even with Princess Celestia, Princess Cadance, and Shining Armor leadin' the charge, it still takes every last pony in Equestria doin' their part, workin' day and night, to keep up the fight. And even more so when Twilight came into the picture. Or more accurately, Midnight Sparkle." She explained as more images appeared before them.

Hearing this sparked even further shock among the time traveling friends.

“WHAT?!”

“ME?!”

“Yeah. After she didn’t get into Princess Celestia’s school for talented unicorns, she ran away from home. During her travel away from home she managed to come across King Sombra himself and how was defeated by both Princesses Celestia and Luna a thousand years ago. After being manipulated by the king into thinking the two sisters are the real enemy and thus one unstoppable pony filled with darkness and rage waged war on all of Equestria.”

“I did?!”

“She did?!”

“Sad and hard to believe but it is indeed the truth. Whatever what went down between the two must have been pretty bad to the point she was willing to use her magic into restoring the evil unicorn to his full glory.”

Said mare in the alternate timeline leaped into action by blasting off every guard that tried to confront her along actually getting her fists and hooves dirty while in on the action. When she first appeared and joined in on the battle, she wore black and red armor, her mane was flowing through a combo of ethereal and fiery magic, dark magic that also had her pupils glow sickly green and purple and had red saucers much like Sombra’s. And needless to say, she managed to do all this with a stoic and no-nonsense demeanor as she blew by her opponents with effortless efficiency and it was a terrifying sight to see for everyone watching it. Especially seeing the cold looks she gave the Equestrian Royal Family when they made eye contact.

Further images showcased more ponies working hard nonstop so they could to help the royals win the battle. Flutteshy was still working with animals, but mainly with sheep to sell their wool for clothing, which Rarity, working as one of the many seamstresses, to create the battle cloths and supplies for the poor ponies who lost so much during the war and nearly have nothing left. Ponies were forced to leave their homes for either safety or to join in the army to fight for their land.

During the fight, Twilight saw her brother in the alternate timeline and he was looked a bit bruised and battered as he endured hits and blows from many crystal ponies he’s forced to fight against due to Sombra’s powers. He breathed heavily and sweated along the way. But even still he didn’t care if he died today, he was determined to do his part in saving Equestria from a horrible fate. After losing the Crystal Empire, he personally vowed he wasn’t going to let the same fate befall upon it. When Shining led the charge and disappeared among the crowd of mind controlled ponies he wasn’t seen again as he was buried deep in the mob of ponies who gained up on it.

Just seeing that had Twilight tear up feeling that this is the part where he dies with honor when he disappears like that while the others were just completely stunned with their heart’s racing after seeing the horrors of war before their very eyes. They almost felt like they were having heart attacks because of it after seeing what has become of their pony friends. A future without their friendship.

"Hapana!" Ono fainted while landing on Beshte’s back who likewise was still too stunned to move.

Bunga moved to throw up in one of the nearby barrels in disgust with what he said much to the orange pony’s annoyance while Fuli moved to pat him on the back in order to make sure he is okay but not without having her head hung in sorrow too. She too was unable to bare to look at the scenes she can not stomach her age either let alone the same tears she felt falling from her green eyes.

"I'm sorry ya'll had to see that." Applejack apologized while lowering her head in regret. "I didn't mean for it to happen."

Twilight was finally able to recompose herself while averting her gaze away from the map. "I just don't believe it!" Twilight exclaimed unable to unsee what she saw. "We stopped King Sombra! You and me and all of our friends!"

"But we aren't friends. At least not here."

"...Right.".

"Thank you." Fuli spoke up in gratitude while barely managing to regain her composure. "We're going to set things right."

"I hope you do." She said back before leaving them be.

“Oh!” Bunga groaned while managing to heave the last bit of his sudden eruption. “Man! At least Kion’s not awake to see. He would stormed right into that fight in an instant.”

“Yeah.” Fuli agreed seeing that it’s better this way. Otherwise they could be losing Kion in this alternate timeline too and thus be erased from existence in the current timeline.

Deep down she was holding up and steeling her nerves but just barely. She too needed to take deep breaths to keep herself from crying uncontrollably at what had happened because Starlight tampered with an important piece of history in the past.

“There, there...I got you.” Fuli assured the honey badger when he buried his face into her chest while patting his back.

Instantly, everyone else joined in on the group hug so they can get all of the raw wounds and emotions they felt through that mentally traumatizing experience out of their systems. Once they had all calmed themselves down, slowly they dispersed, wiping the tears from their eyes and getting back down to business.

"So… how are we gonna set things right?" Spike asked.

"I don't know!" Twilight exclaimed, in a combination of sadness and worry before burying her face in her hooves. "The only thing we know for sure is that Starlight stopped the Rainboom!"

"And that the map's still here." Bunga mentioned, making Twilight gasp when she realized something.

"Bunga, that's it! The map is connected to the Tree of Harmony! It must sense that something isn't right! That's why it's still here!"

Fuli came to same realization too. "And the Tree of Harmony is also connected to the Elements of Harmony, which are also connected to Kion!"

"But, how are we going to find him?" Ono asked. "In this timeline ponies and Pride Landers remained separate because the portals were never created."

“By tapping into his spirit and tracing it.” Twilight worked her magic in literally tearing open through the fabric of time and space while having her illuminated horn focus on Kion’s energy (alternate Kion’s energy). Once she did that she was able to get the cortex to open up again to allow the Lion Guard to travel and trace down Kion alongside her. “Let’s go!”

Everyone all did as they were told no further questions and once they all moved to get sucked inside of the vortex, it instantly disappeared.

Once again, the group fell from the vortex and landed hard on solid ground. Beshte was on the bottom, with the following order to the top going up is Twilight, Fuli, Bunga, Kion, and Ono.

“Phew!” Fuli remarked while blowing aside Bunga’s tail with her breath. “Well this stinks!”

“Sorry!” Bunga apologized.

“Not you, well actually yes, but more on the fact that we are dealing with a crazy pony trying to break up our friendship by tampering with time.”

“Oh.”

“So…” Fuli then stood up as she and the others got up on their paws and hooves. “...where exactly are we in the Savannah and where’s Kion? The other one that’s out here?”

“I don’t know.” Twilight turned the Guard’s Keenest of Sight. “Ono.”

“On it!” He quickly flew up and scanned the area around him from up high in hopes of trying to find the son of the king who along with Nala raised him. He looked around and spotted something quite alarming. “Hapana!”

“What is it, Ono?!”

“Is it Kion?!”

Both Twilight and Fuli asked.

“Look!”

Everyone all turned their heads on towards where Ono is looking and pointing at and they felt the sudden shock when they saw what had got their friend all wide-eyed in horror.

Pride Rock and the area surrounding it all under Scar’s regime.

Much like with Sombra the skies and area around was tainted in a bloody shade of red with black smoke up high in the clouds. And from Ono can aside from afar are the Outsiders all relishing in the freedom they have now that they are allowed in the Pride Lands, even under it’s horrific condition considering there is no sunlight, and that there is barely any plant life and water left in the kingdom.

And judging from the looks of the place, it would only just recently that whatever went down to cement their victory did it all happen. It was as if the Circle of Life doesn’t mean anything to them even if they were truly happy that Scar gave them what he promised this time around. It was just as bad as in Equestria to what they just witnessed back there.

"What happened here?!" Bunga asked in distraught and disbelief, seeing the once lavish and flourish kingdom in this state.

Ono looked in with a grim expression and tone as he spotted their ring leader looking on top of Pride Rock looking pleased with what he has accomplished. All in his fiery form and glory. “Scar happened.”

“And it’s pretty clear of what happened without the Lion and Pony Guard around.“ Twilight deduced. “Without us around to obtain the ash Simba needed, he died and the Outsiders managed to takeover without any trouble.”

“But our friends? Our families?” Beshte spoke up unable to see his dad or anyone else he knows inside the kingdom. “Where are there?!”

“I’m afraid the true is as good as your best guess.” Twilight could only say to the innocent soul really worried fearing the worst already. “It depends if any of them were lucky to survive and get out of there alive assuming whether or not they tried to put up a fight or not.”

“So this is what happens to our world had it not been for the Sonic Rainboom happening and Starlight intervening?!” Bunga asked in complete shock and bewilderment that this is even happening right now.

“Yep.” Twilight stoically replied. Honestly, she wished she could say otherwise but knowing of how true things would have turned out with what had happened after Scar’s first defeat, this is the current reality they are facing as cruel and heartless as it is.

Just then they heard some rustling from nearby. Something that would normally take place the silent surroundings give an uncomfortable feel. A feel that they are being watched.

“Huh?!”

“What was that?!”

Both Beshte and Bunga asked wondering and worrying what that was when whoever was stalking them happened to be nearby the border from where they are standing.

“Um, guys…”

“...I think we should get moving.”

“And by that I mean now!”

The others said as they did just that away from the Pride Lands.

While everyone moved around, Beshte continued to hear the rustling from the nearby hills and dry grass. Despite his best efforts to ignore what’s lurking around him, he couldn’t help but wonder what was going on as it seems to nearby and behind him. And sure enough, there was someone stealthy approaching them. A very familiar predator with red eyes.

Beshte screamed and ran as fast as he could just when the predator charged and lunged towards him. Despite his fastest efforts to get away from the hunt, the hunter is still closing in him with fierce determination to make a meal out of him.

“Beshte?” Bunga turned his head towards the commotion along with the others who all managed to witness what was happening behind them as their friend was now finding himself running towards and around the nearby trees in order to shake off his purser. “Beshte!” He quickly rushed over to help him.

Beshte smashed and crushed dry and prickly plants which caused him to crash onto the ground and fall leaving him vulnerable and unable to move when the lioness appeared to lunge for the fatal pounce.

Twilight attacking quick leaped up with an equally fierce expression as she shot a powerful beam of magic right at her chest which forced her back as she tumbled across the dirt in pain. The lioness glared with a growl as her burning red eyes drove her into charging right back at the alicorn who likewise charged back. And at the exact same moment the two got face to face, Twilight unleashed a super hard magic powered punch to the face and another to neck to neutralize the attacker for a minute while Beshte struggled to get moving.

Just then the lioness managed to get back up on her paws and managed to rush on ahead on towards the hippo once more with Twilight following after her again. She ended up moving so fast that the alicorn’s bangs were nearly cut into like razors flying by. Bunga who was struggling to help his friend up barely had time to register alarm and fear when he saw how fast she was coming their way.

“Whoa! How is it that I’m the one saving your….AAAHHH!”

Just when she was about to lunge at the hippo once more at the same time Twilight was prepared to neutralize her once more, a mighty roar was heard from nearby. One that came from a very familiar lion that has his father’s colors and looks but with the same tuft of red hair on the top of his head as he appeared with ferocious intent while appearing and leaping over Beshte to confront this predator.

Said predator was completely caught off guard by his appearance and had no time to prepare herself when he moved to tackle her. Given that the lioness is much larger than him she was able to force the lion cub off of her. And despite the cub being much shorter and smaller than her he was able to swipe and trade claws with her.

Much to everyone’s delight and surprise it was the lion they were looking for with Twilight wasting no time in coming to his aid when it was pretty clear that the lioness was starting to gain the edge in their one on one battle. Just when she was starting to land more blows on Kion to the point he couldn’t go on the offense. She quickly caught the predator with a blindside attack that forced her away from Kion and was quick to fly around while constantly attacking and disorienting the lioness.

Kion himself while looking on surprised and confused at what he is seeing, still moved to join in on the fight against the lioness once he had recovered from the clawing and mauling he endured. Together, the two were able work like a team as they moved to fend off the lioness from further attacks. Between Kion’s constant clawing and Twilight’s constant firing of her magical blasts, forcing their opponent on the defense as she was unable to get an offensive charge in without being blasted and pushed away. And then after she was left staggering, both the lion and alicorn worked together to deliver a combo blow that sent the lioness flying back with full force and ended up tumbling down the nearby hills and plopping down on the nearby hard ground having lost consciousness because of it.

“Let’s get out of here!” Kion ordered of the group who all wasted no time in following after him including the fully recovered Beshte just when the others had all managed to help him to his feet.

“Huddle up!” Twilight ordered of everyone before working her magic in performing a teleportation spell to get everyone away from the border and out towards a safe distance away.

Once they were now all safe and far away from the Pride Lands, they all could take a breather along with getting able to look forward to reuniting with the Lion Guard leader in this timeline.

“Is everyone okay?” Kion asked of everyone with a serious expression.

“Yes! Thanks to you!” Twilight happily replied while being the first to approach him while wrapping her arm around him.

“Kion!” Bunga happily greeted like he is reuniting with his long lost brother by hugging him right around the stomach. “Oh! I have been galloping and running around all over looking for you! I…” Suddenly he found himself pushed off by the lion while he moved to slip out of Twilight’s grasp and did so rather aggressively and coldly. “Kion?!”

“For starters, just because I saved your life, doesn’t mean you get to hug like I’m your best friend. Second, I have the need for personal space. And third and most importantly, we're not friends.”

Bunga looked on shocked and hurt by that statement. “...you don’t remember me?”

“Maybe I did before I left the Pride Lands, but not anymore.”

Hearing that sparked further shocked and hurt looks from the others.

“Huh?!”

“What?!”

“Kion?!”

“Okay, how do you all know my name?! I never told any of you that!”

“Wait, stop!” Twilight quickly interrupted. What do you mean you left the Pride Lands?” She asked with a heartbroken tone.

“Along with you not remembering any of us?!” Fuli asked confused and concerned with what has happened to this Kion. “Surely the leader of the Lion Guard would recognize his friends who fought alongside him in protecting the Pride Lands.”

Kion growled angrily and got in the cheetah’s face who likewise was left startled when that happened instantly. “The Lion Guard?! That waste of time?! That never even happened!”

“But it did.” Fuli returned while confidently standing her ground against him. “You talked about having us become your teammates in your Guard.”

“No I didn’t!” Kion further growled with the tempting urge to strike her right on the spot, but something in his mind was preventing him from carrying it out. He then backed off and retracted his claws before backing off and calming himself down before letting his anger get the better of him. “Maybe I did consider it once before but that was something that never came to pass.”

“But what happened?” Beshte asked correctly sensing this is a sad story. “Why didn’t the Lion Guard happen like you originally wanted it to be?”

“Because it was not tradition to not have all lions to be part of the Guard.” He briefly replied with barely contained anger and masked composure. “After all like what Simba said, a Lion Guard with only one lion can’t protect the Pride Lands.”

“But it can.” Bunga optimistically reminded. “You proved him in wrong when he saw how we stopped that stampede and saved your sister, Kiara!”

“Since when?!” Kion asked like he heard the most ridiculous thing to date.

“Since when the Lion Guard was formed, remember? You, me, Fuli, Beshte, and Ono.” He gestured to each and every one of the Lion Guard members standing before him as proof that it did happen.

“I remember seeing you two…” He said with eyes on Fuli and Beshte who smiled feeling this is getting somewhere. “...but I don’t remember you two.” He then said in both Bunga and Ono’s direction who both had their smiles turn into jaw dropped shock with the latter's more from how cold Kion delivered that sentence due to the circustances of his fate already sealing in the alternate timeline. “And the same can be said for the little baby dragon and you too pony girl.”

While taken aback by the pony girl insult, she still pressed to try to get through to him. “Maybe not here, but from where we are from the Lion Guard does have it’s first non all lion team with you as the team’s leader and there is also a Pony Guard too, the very first Pony Guard. One where as leader of that Guard, I help lead my pony friends into helping protect Equestria as well. All under the inspiration of you, Kion. Because you’re the one who inspired that not all traditions have to be followed to the T. The one started new traditions and convinced others in the Pride Lands to do the same along with all of Equestria.”

Kion is still looking on at the very colorful strangers like he has no idea what they are talking about with a bored, annoyed, blank expression. “Again, wrong guy you’re talking too.”

“Okay…then it seems a proper visual is in order.” Twilight moved to work her magic to show her exactly what she is talking about.

She worked her magic and showed the various memories of him along with the Lion Guard and Pony Guard as they all worked together to protect the Pride Lands and Equestria from enemies trying to create imbalance to both worlds.

Upon seeing the visuals, Kion looked on in awe but also released a single tear over seeing both Bunga and Ono due to having painful memories flowing right through him when he saw them.

“I know this is hard to believe, but from where we are from you and I are friends, all living in a time of peace and happiness. There we managed to fight off the Outsiders and kept them from disrupting the balance of the Pride Lands where the Circle of Life is greatly respected. Not only that the same is said for all of Equestria where you meet us along with many ponies and friends the magical kingdom has to offer.”

Kion looked on as more of these magical memories are flowing through his very eyes to the point he managed to see himself as a half-alicorn complete with a horn and wings. Seeing this image had the young lion completely baffled and dumbstruck at seeing himself like this. Could he actually become an alicorn capable of magic?!

He felt the rainbow shimmer in his eyes as he dared to look at his alternate reflection along with the various Marks of the Guard and Cutie Marks that come along with it. He even looked into his alternate self’s eyes and saw how remarkable he is. So majestic, so powerful, one of the nicest guys a friend could ask for, and deep down so happy...

...before she quickly smacked Twilight’s horn forcing her to cancel the visuals he was currently seeing who likewise had to rub her horn for a second because of it.

“You and me prince and princess?! Brother and sister?! What do you take me for a kid who actually believes that nonsense?! Please! I’m not a child!”

“Well even for a teenager you truly are still a kid at heart and you know it.”

“Whatever.” Kion moved to head on back towards the jungle where he now calls home. “Not interested in learning whatever my destiny is going to be or what it should be. Without me around then no more lives are at risk and nobody gets hurt. That way everyone gets what they want.”

“Expect you.” Fuli firmly yet sympathetically pointed out. “Here you’re talking about that you are happy about living a life of luxury when really you’re just sad and still grieving from the personal pain you suffered. The heartbreak over two little failures in life is really holding you back from reaching your true potential as a leader.”

“Yeah, right?!” He moved to lounge on the nearby vines as a makeshift hammock with his head turned away from everyone.

“But it’s true!” Bunga stated as he appeared right beside him. “Fierce and fearless in the face of danger always leading the charge whenever trouble is lurking and pushing and carrying through life with a very good heart!”

“Everyone really missed and needed you back home.” Beshte added.

Kion scoffed in reply. “Nobody needs me.”

“Yes we do. Everyone in the Pride Lands does.” Fuli asserted.

“The Pride Lands needs it’s Lion Guard, it’s leader, you., Kion.” Twilight added equally assertive.

“Pony girl, cheetah, we’ve been through this, I’m not the leader of the Lion Guard who’s responsible for protecting the Pride Lands. Simba is.”

“Kion. Ever since you left the Pride Lands, the Outsiders took over.” The young lion scoffed at the very idea to the point he was looking very bored and uninterested with what these strangers he just met have to say as Twilight explained the whole scope of the current state of the kingdom. “Janja and the hyenas, Reirei and the jackals, Kiburi and the crocs, Mzingo and the vultures, Zira and the lionesses, all worked together to overthrow Simba…” Kion still looked on uninterested as he lounged on his hammock. “...with Scar backing them up to guide and lead them to doing so.”

Hearing that sparked shock and alarm as he got serious again. “What?! But that can’t be! He’s dead!”

“Not when there’s the ability to communicate and get into contact with him. Even as he appears as a fiery spirit he can still command an army at his disposal along with being able to do damage himself with his fire powers alone.”

Kion still refused to believe what he is being told.

“No!”

To him there is just no way, that it’s possible. His very own evil grand uncle is back from the dead able to appear in the flames of any ongoing fires.

“Hard to believe but it’s true. And because of him, everything is destroyed. There’s no food, no water. Kion if you don’t something soon everyone who has escaped Pride Rock will starve!”

“I can’t go back!” Kion returned while looking guilty with what has happened in his absence while leaping off of the hammock.

“Why?!”

“You wouldn’t understand.” He stated with his back turned from the others.

“What wouldn’t I understand?!”

“That it doesn’t matter. Even if that’s true, me returning back home is not happening!”

“What?!”

“Why not?!”

Both Fuli and Bunga implored looking on incredulous by what this alternate Kion is saying.

“Because Scar is dangerous! Nobody can fight him! When Simba fought him he was very lucky to have survived a fight against him. Underneath that scrawny and skinny appearance is raw strength and predator agility he still has from his Lion Guard days that he can and will use when necessary. If he already has the entire army and kingdom wrapped around his claws and every Pride Lander on the run then he is not someone you want to pick a fight against. He’ll kill you if you try and he will do the same to me if I do! So there you have it! That’s why I can’t and won’t go back!”

“Come on, Kion. You’re better than this.” Twilight insisted.

Kion wasn’t having it as he moved to walk away. “Am I?”

“Yes!”

“Well if the Pride Lands is worth trying to fight for. Why bother?”

“Because it is your responsibility!” She responded while teleporting herself right in front of him with a stern glare.

Kion returned it in kind. “Well what about you? You left?”

“I left to find help! And I found you alongside my friends! Your friends!” Twilight stated passionately.

“Don’t you see Kion!” Fuli also stated while being quick to get face to face with him when he tried to turn the other way from Twilight. “You’re their only hope!”

Kion still kept his back turned from her along with the others to assert that it’s still not worth his time. “Sorry.”

Twilight and Fuli exchanged looks of disbelief with what he is saying and doing as he moved to stride away.

“What happened to you? You’re not the Kion I remember.”

“You’re right. I’m not. Now are you satisfied?”

“No. Just disappointed.”

“You know, you’re starting to sound more like my father than my sister.”

“Good. At least one of does.”

Kion’s expression turned into an enraged expression as he turned back and got face to face with her with bared teeth and claws. “Listen! You think you can just show up and tell me how to live my life! You don’t even know what I’ve been through!”

“I would if you just tell me!”

“Forget it!” He moved to storm off away from them as both infuriated girls exchanged a knowing look before moving to get through to him the hard way.

Not about to give up on him both Twilight and Fuli quickly rushed over and intercepted him by blocking off his only two exits from the jungle with the most terrifying looks that had to the point everyone else was taken back and frightened by them.

Ono covered his eyes while Spike covered his mouth, and Bunga looked on hoping that this doesn’t turn ugly out of concern for his friend’s well-being. At the same time Kion looked on at both girls surprised by this sudden and bold stand against him.

“I don’t think I made myself clear, Kion…” Twilight began in a menacing tone. “...when I said if you would just tell us…”

“...I mean you are telling us!” Fuli stated equally menacing.

Kion stubbornly refused to let them get in his way no matter how intimidating they are. “I’m not telling! I’m going! And you can’t stop me!” Kion moved to walk away in between them only for Twilight to effortlessly twist his arm and sent him spinning away from them followed by Fuli effortlessly speeding past him and knocking him off of his paws. “Okay…” Kion was left completely off-guard. “I wasn’t ready that time.”

“Um guys…” Beshte tried to speak up while pleading that they don’t go all out on each other on deaf ears.

Twilight spread out her wings and had her horn flared up at the same time Fuli got into a starting and ready to pounce position.

“Ready!”

“Bring it!”

Kion growled while shuffling left and right before trying to evade them. But he finds that both the alicorn and cheetah are too quick to evade as the former managed to fire an equally quick blast of magic to disorient him while swooping by to knock him off of his paws while the cheetah managed to sweep by with her super speed to knock him hard into the ground and tumbling back right to where he started.

Upon seeing that he arrogantly underestimated their speed, moved to act and think quick in order to properly deal with his opponents. He moved to charge for a head on fight by attempting to attack Twilight who effortlessly shrugged off each and every one of his attempted attacks with each and every one of his claw movements. After wearing himself down a little, Twilight moved to increased the size and power of her shield to repel the young lion away. Then she followed it up with a powerful punch to the gut from her hoof.

After he recovered, he then moved to charge at Fuli thinking for sure that he can take her. Only when he made the charge, she was quick to pounce on him first, leading to the two to tumble across the grass up until Kion managed to kick the cheetah off of her. Once she was off of his body, he made another charge at her while forcing her to avoid and evade the lion’s sharp claws. Once she was now struggling and staggering in her movements, he went to pounce and tackle her to the ground only for the same technique he used on her earlier was suddenly reversed and he found himself being pinned to the ground by Fuli much to his shocked surprise as he finds that he is unable to break free from her grasp.

“Let me go!” He demanded.

“No! Now, the truth, Kion.”

“No! I don’t have to tell you anything, especially when you’re strangers who I’ve only met minutes ago!”

“Well if you want to be free from these strangers then tell us why! Why did you leave the Pride Lands and never bothered to form the Lion Guard like you dreamed of doing?!”

Kion struggled in vain as he looked on with hatred in both the alicorn and cheetah’s sparkling and shimmering purple and green eyes. When he looked deeply and intensely at them with deep and heated breaths, he felt a spark flowing through his mind. A spark that had him thinking that these strangers are really telling him something. Something that has him seeing what could have and should have been in regards to how things should have when down with them, like magic is telling him that they are showing up the very truth before his very eyes. And what the path he chosen today has led him into doing and what it has come to. He ended up opening up his eyes with calming shock as he realized he nearly killed them. Maybe he could tell them just so they could finally understand why he did what he did and leave him alone.

He heavily sighed before relenting and opening up to these strangers he hardly knows. “Because the answer to that question is a story without a happy ending.” He then recalled the memory of his father admonishing him for his choice in regards to who he wants by his side in protecting the Pride Lands.

“After picking who I wanted to join the Lion Guard, Simba was quick to assume that I wasn’t taking my new responsibilities seriously. He assumed that I was just playing with my friends and wanted me to pick other lions for the Guard because according to tradition, it has never been done before. I mean in all fairness I haven’t always been the most serious and responsible compared to my sister but there was a lot in them.” He looked on sadly as he reminisced the bad memory. “We could have protected the Pride Lands just as well as any other past Lion Guard, even better than Scar himself. He never gave me a chance to show him that I had picked the perfect team.” He returned to his serious frown. “Because I was never meant to succeed Simba as king, I decided it was best I left the Pride Lands, to pursue a new life to find my own destiny.”

“But what about me?" Bunga asked with pleading eyes. "The Lion's Guard’s Bravest?”

“For starters..." Kion started with his eyes focused on the egret. "...I never seen nor met you, Though you do look like the other egrets in the Pride Lands. Along with a couple of egrets who were left devastated when they lost their egg, containing their baby that was eaten by hyenas, back when we were babies too. And as for you, you like the honey badger that became hyena lunch just before I first discovered the Roar. Hence another reason why Simba was adamant against choosing the rest of you to join the Lion Guard because he didn’t something like that to happen again.”

“What?!” Bunga gasped looking on disheartened with what he is hearing.

Being never born was one thing but that also leading to the catalyst to Kion never fully pursing the idea that non lions could join the Lion Guard along with the very lion himself running away from home after one too many failures to protect his friends. As for Bunga, it was like one of the saddest stories he has ever heard, the fact that he died in this timeline also further demoralized his best friend from forming his Lion Guard the way he wanted it.

“Yeah. Ever since then I’ve decided that I am better off working alone, away from others who try to decide and say what should be my destiny all because I didn’t have a team that had all lions to back me up and the friends I once had failed to protect others when they needed help the most.”

“But Kion…” Twilight spoke up refusing to continue letting him to think this way. “...I mean I know it was very tough of you to lose a couple of friends along the way but you still could have led the Lion Guard you wanted.”

“Oh, really?!” Kion looked on with an arched eyebrow. “Easy said as Easy done, huh? Well, I’d hate to break it to you pony girl, but traditions are there for a reason. Especially considering those friends could have been the perfect teammates.”

Deep down he wished he could have done more in trying to protect and save them before they became hyena food for Janja and his terrible and incompetent trio. If only he was quick enough without whatever much needed boost the rainbow boost provided, they’d both be alive, and they’d all be happy together.

“I really mean it Kion.” Twilight repeated trying to emphasize with him as Fuli moved to release him from her grasp. “Traditional, Non-traditional, in between, it doesn’t matter. As long as the magic of friendship allows you see what is truly what is in everyone’s best interests at heart, you can be the lion you have always wanted to be. What the real you wants.”

Deep down it’s true, but at the same time there is the reality of what has happened in his absence. “I could. But it’s too late.” Kion said with lowered ears still not feeling confident about pursing it. “Returning to Pride Rock now would be suicide and there are no friends I know that have survived.”

“Have you tried Jasiri?” Bunga asked.

“Who?” He asked with a blank look.

“Oh, right!” He realized while face palming himself. “That never happened. Never mind.”

“Nope. Never trusted anybody outside of the Pride Lands. Sad but true.”

“Wow.” Ono remarked impressed of how quick and blunt he was about that. “You didn’t waste time to answer that question.”

Kion looked up while glancing at him. “It ceratinly helps that hyenas killed two of what could have been my best friends.” Ono just looked aside personally regretting asking that question.

“Sorry.”

“It’s okay. That being said my point still stands. There is no way I can defeat Scar and his army.”

As much as the others wanted to say otherwise, they couldn’t because given of how much trouble Scar has given them in the current timeline and with how dangerous he is, there is no way one young lion can take on a job too big for one alone.

“Unless you had an army of your own.” A female voice said to him sparking surprise as the many heads turned towards where the voice came from.

Said voice came from a female lioness with dark brown fur, brown eyes, and had a similar looking mark on her shoulder. It appeared in the shape of a male lion’s head in a tree trunk with a leaf-like mane and ears. Behind her were a group of lions standing by her side.

The first male lion among the group has dark blue eyes, a bulky build and large tuft of dark brown hair and stands up and bends down like a pompadour hairstyle expect not slicked backwards. One look at him tells that he seems very friendly and outgoing.

The second male lion has more slender and lean build but still muscular, sporting yellow-red eyes, and a large mane that is long with light stripes on it. Judging from his expression, he seemed to be calm, rational, and wise.

And the third one like the team leader is also a lioness, one with a chestnut shade of brown fur, blue eyes, dark pink nose, violet orange flower above her right ear. And judging from her expression, she is a very kind and gentle character on the inside yet looks so fierce and brave on the surface.

“Huh?”

“Well? You want help or not?” The lioness leader expected an answer clearly not in the mood for dawdling an answer out of him before strangely eyeing the other animals along with the alicorn and dragon.

“Forgive him.” Twilight moved to speak on his behalf while moving to greet him. “He’s just surprised to see other lions outside from where he’s from and…”

“Whoa! A horned horse!” The bulky lion reacted in alarm before charging right at her and tackling her. “I’ll stop her!”

“Baliyo!” His leader scolded in dismay.

Luckily given that Twilight herself is a skilled fighter was able to reverse the pin the teenage lion just put her in while restraining him with one front hoof on his body and the other held up and twisted.

“Ow! Ow! Ow! Okay! Okay! Uncle! Uncle!”

Twilight released her grip on the lion who moved to shake off the pain he endured.

“And who are you exactly…” The leader said to the alicorn somewhat threateningly after seeing her comrade in pain (albeit briefly).

“Someone who’s traveled long and far who like many of you seeks to put an end to a tyrant’s reign of terror.” She answered without flinching or showing any emotion in the face of anger.

“Like you, princess?!”

“No. The lion currently occupying the Pride Lands not too far from here. So that said I guess I should be asking you and hoping that this misstep is just water under the bridge especially when your comrade tried to attack me first.”

The two were face to face in a stare down briefly until they both backed off from getting into a heated confrontation by shaking on it.

“You can count on it.”

“Good to hear we’re still on the same page.”

They both smiled before they both turned to Kion hoping he’s now ready to talk which he is now ready to do so.

“So...you and your friends have come here to help me against Scar?”

“Yes.” The lioness leader nodded.

“Even after knowing all about?”

“Of course.”

“But why?”

“Because even if it isn’t in my best interests considering it’s far from here, my grandmother wished for us to help you and anyone else left in your homeland in order to help keep the peace. That along with the fact Scar might expand his newly-conquered territory on over here.”

“Not to mention it is still the right thing to do for a friend.” The bulky lion added.

“Really? You see me as a friend?” Kion returned rather surprised of this sudden gesture so soon.

“Of course. Anyone who needs help sure is a friend of mine.”

“And I can say the same thing too, especially when one possesses the power of legends.” The other male lion added with a smile.

“And when one is need of great care. Much needed emotional care.” The other lioness added also smiling too.

“Wow…!” All of this suddenly gifted warmness really got into him. Like his heart grew three times today as he is faced with a handful of friends he never had since since the day he left the Pride Lands before the Lion Guard could be reborn. “...Thanks! But you should also thank Twilight too. I would never be accepting your help right now if it weren’t for her.”

“And the same can be said likewise with me.” The lioness leader replied with mutual respect with both him and Twilight. “It’s not every day I find you of all lions nor a…”

“Pony.”

“...pony who’s got a fiery and inspirational spark of leadership and friendship in her heart.” Both girls smiled half-amused yet fully seeing eye to eye with one another given their similar personalities.

“Nor would I.” A familiar voice called out to her, sparking shock and surprise to Twilight along with the rest of the Lion Guard…

….as the Outsiders moved to surround them right on the spot left and right all appearing in shadows within the flames that suddenly appeared around them. To the time travelers, despite barely seeing them, they have seen their faces and eyes well enough to recognize who they are.

Just when Scar himself emerges from the shadows as flames appeared around the jungle with a pleased smirk and sinister chuckling. “After all of this time being dead before being able to finally return to the mortal realm, I finally get to meet my own grand-nephew in the flesh at last.” He locked eyes with the young lion who’s heart is racing upon being face to face with embodiment of the Devil himself with both the alicorn and lioness standing by his side ready to protect him. “Even if you hadn’t accomplished much, Kion, I still do owe you for still holding onto the gift of the Roar. The Roar that helped allow me to return to retake what’s rightfully mine.”

“No.” He gasped as that very specific memory of him losing control and using the Roar in anger right on the spot flows right through his mind.

“What are you talking about?!” The lioness demanded with a fierce scowl.

“Why, he gave into his anger at one point before he left home and ended up causing the volcano in the Outlands to erupt, of course. And thanks to certain mandrill’s bakorra staff being tossed inside the lava in the caldera, my spirit was allowed me to be revived. Allowed me to reawaken the pure evil that dormant within me of these many years.”

“You’re a liar! Kion would never bring the likes you back willingly.”

“Maybe, but it was still an accident that happened on purpose.” He then eyed the pony along with the rest of the Lion Guard also scowling at him. “And look who I caught inside the thick of the flames, the rest of the new Lion Guard along with a rare horse and dragon in the mix. Another rarity miracle no doubt.”

“How did you find us?!” Twilight demanded.

“That I have a certain lioness to thank that. Someone you just met earlier.” Scar turned his head and gestured towards the leader of the lionesses looking with an obedient and sadistic smirk. The same lioness they encountered just under an hour ago. “Isn’t that right, Zira?”

“Yes, Scar. It sure took me a while to be able to recognize that scent of your special relative along with being able to track him down and recall said lion’s appearance but I did it.”

“And you have done very well at finding him for me. Well done.”

“Zira?!” Kion looked on in angered shock at the lioness he had just fought earlier. “You’re with him?!”

“Of course, Kion. I’ve always been loyal to him ever since the day we met and ever since then we have developed a very close bond together.” Kion is still looking on unable to comprehend this. “Oh don’t acted so surprised, surely you would have known that.”

“No, I don’t! Because I don’t even know you!”

“Fair enough.” Scar interjected before Zira could start losing her patience with him. “Apparently your father hasn’t told you about her along with the rest of her clan.”

Said lions emerged to confront them, including Zira’s three children, Nuka, Vitani, and Kovu. While both the former two were looking on ready to fight, the latter is looking hesitant but firm as he truly doesn’t want to have to carry out his orders and draw blood, literally.

“My apologies that you were kept in the dark about this, Kion. But considering the circumstances now, there isn’t going to be much time for you fully process this since in order to remain being king, I’m going to have kill you and your friends.”

“But you were never the true king, Scar!” Kion defiantly shouted. “Even when I have had my disagreements with my father he proved to be a more effective leader than you could ever hope to be. He’s firm yet fair. He’s also caring, brave, courageous, and considerate towards his subjects while you were more than willing to burn the entire kingdom to the ground to get your way. If anything he’s ten times the king you were!”

Scar looked on unfazed by his outburst like he is hearing old news while Zira on the contrary was absolutely livid in response.

“How dare you!” Zira snarled. “Lionesses! Attack!”

All of the lionesses under her command moved charge at the young lion immediately.

While he didn’t show it, Kion was left incredibly alarmed visibly startled at being suddenly charged at and completely outnumbered. If only he knew what to do in a situation like this he would be mowing them right now. Or more accurately, what a certain pony moved to do when she threw a wave of magic from her horn to force them all away in one move.

Wasting no time, she quickly moved to go on the offense against this vicious pride of lions. She effortlessly punched away Nuka who charged first before punching aside one of the lionesses and then swiftly used her magic to teleport to the side to avoid two more lionesses who tried to attack her from behind. And that proved handy in allowing her time to use her magic in firing off blasts to blast them away before going toe to toe with Vitani.

She growled and gave her might in trying to fight off this magical pony as the former tackled and wrestled the latter to the ground. But given the past experience she has had in fighting other lions, she was able perform a set of kicks that knocked her opponent off her by before delivering one last kick to knock her to the ground.

Zira looked on in disbelief that this very pony she just met actually managed to take on her pride without breaking a sweat. “But how?! Those moves?! How did you learn them?!”

“Want to ask questions or do you want to fight?” She quickly fired a blast of magic to blast the lioness aside and crashing into one of the nearby burning and weakened tree that cracked and fell over upon impact.

“I want to fight!” Mustering every bit of hatred and blood boiling anger fueled adrenaline in her body she roared as she rushed on over to attack her. She unleashed her wrath in swift, wild, and rapid fashion as she attempted to attack Twilight in a blind rage.

Through her wild and fast attacks with her claws and teeth, she was able to force Twilight back who had to use a magical shield to keep Zira from clawing her in her raging madness.

Upon seeing the psychotic lion in action prompted Kion, Spike, and the others to try to rush over to try to help her. But Scar, however was quick to keep them separated.

“Army of Scar! Attack!” He roared while flames around them rises as high as he did when he gave the command.

Immediately, the crocs, hyenas, jackals, and vultures, leaped into the fray all moving to stop the kids from interfering with Zira’s one on one battle with Twilight.

Kion turned to the crew, he had just met, and only had this request of them. “Follow my lead.”

“Got it.”

“Can do.”

“Affirmative.”

“Right behind you.”

He moved to lead the charge by leaping over the croc’s heads while repeatedly knocking aside the jackals and hyenas that came at them left and right while the others did their best to follow suit.

Both Fuli and Bunga being as agile and quick were able to knock aside the hyenas and jackals that Kion had sent their way. Beshte unable to follow the pattern moved to plow his way through the crocodiles by using his large body weight and send those attacking from the side away and hard into the unbroken trees.

“Twende Kiboko!”

“Huwezi!”

“Zuka Zama!”

And Ono, who could fly, moved to take care of the incoming aerial attack headed their way by going for a head on confrontation with the vultures. Amazingly, Ono did well by plowing his sharp beak into the thick of things by peaking at jabbing it into almost every bird that tried to attack him from all angles.

Scar himself, was stunned yet impressed with how well coordinated these first time fighters are, yet had to put a stop this, but that was before having green fire breathed in his face courtesy of the young dragon bravely confronting him.

“Go ahead, Scar! Do your worst!” Spike challenged.

“Gladly.” He returned by breathing and roaring fire himself right back at him leaving the dragon to jump out of the way to avoid getting burned.

Scar then moved on the offense by moving his flaming head right on towards Spike who had to breath fire to keep his attacker from getting too close and had to evade his army by leaping over their heads. He even took risky moves by leaping through the narrow gaps between the rising flames just to keep his distance from him. But he was still managing to hold his own very well against him.

The lions that have come all this way to help the newly formed Lion Guard, were all left astonished with how well they managed to work together. Deep down it reminds them of how well they work together. So, they leaped into the fray too and proved why they are the perfect candidates in aiding the unlikely band of heroes trying to take down great evil.

“With strength and respect…” the lead lioness began.

“Night Pride protect!” The other three finished.

The lion with the hairdo moved to make the first move on Janja by tackling with him up until the latter kicked him off.

“Go ahead! Take your best shot!” He dared of the lion who quickly kicked him all across the jungle. “AAH!”

Kiburi during the fight took the time to laugh at his misfortune. “Not bad.”

Janja didn’t like that remark. “Who’s side are you on?!” He angrily asked.

Kiburi smugly smirked in response. “My side, Janja! Always!” To prove how strong he is slammed his tail hard into the ground to get it to crack while forcing the other male lion to back off without suffering whiplash. Just then, he was suddenly knocked to the side courtesy of a head on collision from the lead lioness causing him to bowl into Janja by accident causing them to nearly come in contact with the flames upon stopping.

While the lion was distracted both Cheezi and Chungu tried to go for a sneak attack from behind. But the smart thinking lion was able to swiftly dodge the attack in time causing them to crash into each other head to head.

“Ooh! I see stars!”

“Ooh! I see birds! A lot of birds!” His vision showed he is seeing double of Ono along with the flock of vultures who are all suddenly being struck down from the sky by the very lion that took them down.

Reirei found herself going toe to toe with the other lioness with the flower in her hair and quickly found herself in for a tough fight when the latter managed to tackle and pin her to the ground. Despite managing to put up a tumbling turnover, the lead jackal found herself kicked off and sent crashing into lionesses that Twilight had just defeated.

Said alicorn was now moving and pushing the crazy lioness away from her and forcing her to shield herself when the former starting landing magical blows, punches, and powerful kicks her way. At this moment, Zira was left mentally and physically exhausted as she struggled to keep up her energy against Twilight and before she knew she was dealt with a decisive punch to the face that knocked her out of the fight.

Just then she noticed Spike is starting to get overwhelmed by Scar who is proving to have stronger fire power than the former as he is starting to pant heavily and is starting to produce more smoke than fire from his mouth. By the time Twilight rushed over to his defense, Spike was now down on his knees barely able to stand and breath from all of the firepower he unleashed.

Before Scar could move to finish the little dragon off, he found himself repelled when Twilight fired fiery magic of her own right in his face. Said attack forced him to disappear and reappear on higher ground. The fiery lion narrowed his eyes at this powerful mare he hardly met before in his life and is brave enough to return the expression back at him. But even with all things considered he was not about to let her win this battle.

Both charged at each other with both Scar’s Roar and Twilight’s powerful magic from her colliding into beam war. Scar’s power color is bright orange and yellow, while Twilight is violet pink red while many fighters continue fighting and watching the most powerful warriors duke it out in the skies.

Both beams were evenly matched as neither side was able to gain the advantage over one another, up until Scar took a deep breath and increased the volume of his Roar allowing his beam to push Twilight’s back. Surely and slowly he was starting to win against his adversary. Underneath that constant roaring was definite satisfaction as he’s got the alicorn back up against the corner…

...just before suddenly finding the alicorn having a sudden surge of magic flowing inside of her, thus allowing her to repel the former’s magic away from the tip of her horn and created an explosion that literally blew up in his face.

Said explosion, ceased the fight and turned the entire jungle into a charred and scorched earth. The water that was there was dried up, the trees were all destroyed to reduced to ashes, along with all of the grass and plants. Luckily, Twilight was able to quickly restore the area back to it’s former glory while she and everyone else still appeared with black sooth and ashes covering their bodies, including Kion from the present day timeline who began to feel instantly better than before when that ash was placed on where Sumu stung his tail.

Just when everyone recovered from what had happened, Scar reappeared from the little sparks from the flames produced on the sole branch still on fire. Even with what has happened, Scar still feels sure he has this battle under his control as the recovering army appeared to surround the heroes once more as they circled their enemies with bare teeth and claws ready to attack at a moment’s notice.

“Not bad for a bunch of first timers! Not bad! Too bad I’ve decided it’s now time to put an end to this!” Scar locked eyes with Twilight once again who charged her horn ready to defend herself as the former worked his fire magic to muster up enough energy to be able to land a fatal blow to the alicorn with the most hottest and reddest flames he can conquer as dark clouds formed behind him.

He locked eyes with the alicorn ready to fire his strongest firepower yet, but when he fired at her with the attack aimed at her chest...

...Kion suddenly appeared right in front of Twilight unleashing the power of the Roar of his very own right at his evil grand-uncle with fierce determination not to let him kill another friend of his. Thus leaving Scar had no time to react, thus finds himself disappearing when the flames were put out by the very strong winds the Roar of the Elders produced. In addition, it had also blown away all of the Outsiders away from the jungle they were currently occupying.

Kion looked on with a proud smile while the others looked with equally impressed and amazed smiles of their own. As of today, the Kion everyone knew in the true timeline is back.

“The Roar has returned.” The stoic lion stated while smiling proudly with what Kion has just done.

“It sure has.” Twilight said equally proud of the Kion in this timeline and even more so when she sees that the unconscious Kion tagging along for the ride is slowly starting to wake him after having the scorpion’s venom removed. “Kion?” She asked with great hope just when the others gathered around to see what is happening.

Kion returned a weak smile in return. “Twilight.”

Feeling greatly relieved, Twilight levitated the lion towards him and gave him a great big hug.

“So…” Other Kion spoke up highly shocked and surprised to see double before his eyes. “...is he supposed to be me?”

“Yes and no.” Pinkie quickly replied. “Yes, he is you, but no, since he is from another timeline.” Kion still looked confused but didn’t bother to question it. “You’ll get it used to.”

“Anyways…” The physically well Kion turned to the Night Pride along with everyone circling them. “...thank you all for saving me along with reminding me of who I truly am.” He then moved to hug everyone much to their (especially Pinkie's delight). “I couldn’t have done it with you all!”

“Our pleasure, Kion.” The lead lioness returned feeling pleased that it all worked out in the end.

After seeing that their work here is done, Twilight worked her magic to open up the vortex so they can all go back to before the Sonic Rainboom so they restore peace and order to the current timeline. “Come on, Lion Guard.”

The rest of the Lion Guard (with their Kion in tow) all moved to enter the vortex with the leader of the Pony Guard moving to head in last. But not without sharing one last smile with the lion who is now in better spirits just before he turns to leave with the Night Pride to head on over where their home is so they can live to fight another day. That way with a fully prepared army is fully trained and when they decide to take on and defeat Scar, they be ready to vanquish him for good. With that all said and done, they all went their separate ways just when the vortex closed.

The group traveled back through the vortex, this time stopped again in Cloudsdale before the whole race and Rainboom ever happened. Twilight levitated the rest of the group, thus stopping them from falling.

“Okay, good. We’re back where it all began.” Twilight commented upon seeing that they made back right where they want to be.

“Yep.” Fuli commented in agreement seeing this as a second opportunity to make things right with the world. “Now to fix this mess.”

“Yep.” Twilight agreed back. “All we have to do now is find Starlight and—" She got cut off mid-sentence when she along with everyone else were all trapped in place inside a large crystal prison, which prevented them from moving their body with the sole exception of their eyes. The crystal landed on a cloud and slowly started to sink down due to the weight.

“Well, finding] her will be easy!" Starlight commented as she levitated her body upwards. "But stopping hers gonna be harder than you think."

With the group trapped within the crystal prison, Starlight took this opportunity to gloat about her scheme, while levitating herself around the crystal, which slowly sank deeper and deeper into the cloud.

"Sorry to disappoint you, but I created that spell to send myself back in time, so even when you cast it, I still get sent back here. It wasn't difficult to change Star Swirl's spell. He'd already done the hard part. But figuring out I could use the map to go to any time or place, and pull you along with me?" she gave a short laugh, gloating at her brilliance, "I even impressed myself with that. I knew you'd try to stop me. You're so predictable. Why else would I leave the scroll behind? Touching it triggered the map to whisk you here, and watch me erase the one thing that links you with your friends along with your precious, dying, unconscious, and spoiled prince!"

She ceased her levitation spell as she allowed herself to land on the crystal, her weight causing it to sink deeper and deeper as she ranted. "My village was a sanctuary of equality, where nopony's cutie mark allowed them to feel superior! It was a special place, and you and your friends took it away!"

Starlight rolled her eyes once the crystal prison now dangled from beneath the cloud and levitated herself once more to continue her rant. "Now it's my turn to take something special from you! Without the Rainboom, you and your friends will never form your special cutie mark bonds along with creating the very first Pony Guard and Kion will never meet and get to know any of you that is of course he is still alive and will live to tell the tale. Cutie marks for cutie marks! Sounds like a fair trade to me!"

Suddenly she finds herself flying and screaming away when Twilight’s magic suddenly imploded right above. All with a look that states she is not having any of her attempted justifications. “Think again.”

Ono chuckled at the sight of enemies having their evil schemes literally blowing up in their faces. “Oh, the irony and karma. Wouldn’t you agree? Fuli?! Beshte?! Spike?! Bunga?! Where did you go?!”

"Twiliiiiiiight!"

“Onooooooo!”

“Oh!”

"Oops!"

Two fliers quickly swooped down to save their wingless friends. Ono caught Spike and Bunga once more and managed to hang onto them this time around while Twilight levitated the others including the unconscious Kion.

“Man, that pony’s annoying.” Bunga remarked, already fed up with the unicorn at this point.

“You said it!” Fuli remarked in agreement. “But now we can make things right by stopping what she plans to do to the Sonic Rainboom.”

"Let’s go!” Twilight led the way while making their way on over to where the race is set to happen.

With Twilight's spell to disguise the team as ponies from this timeline, the five friends set their plan into motion. With careful stealth, they snuck their way from cloud to cloud, keeping a sharp eye for their nefarious foe. Bunga and Beshte popped their heads from a cloud and Bunga used his new hooves to make a cloud shaped radio phone and spoke into it.

"Big B this is Little B. The breezies are in the hole cue the balloons.”

“Huh? Do you see her?”

“No! The coast is so far clear and there is no sign of her! Proceed with caution!” Bunga sadly sighed. “Nobody likes code names anymore.”

“Copy that.” Ono returned.

"Okay, keep your eyes peeled." Twilight instructed everyone.

"Right!" Spike replied on board with her lead.

"We have to stop Starlight as soon as Rainbow Dash and those bullies race by!"

Ono then spotted something from down below and tried to get the princess's attention. "Um, Twilight?"

"So be ready."

"I know, but—"

"Because she could pop up anywhere!"

"Like over there?" Spike handed the princess the binoculars for her to see for herself. There Starlight Glimmer is currently speaking to the bullies and Fluttershy.

"Just remember how you'd feel if someone said those things to you." Starlight said to the two bullies, which actually made them look down in regret just when the Guard arrived on the scene.

"What's going on here?" Ono demanded with narrowed eyes at the unicorn, who smiled in triumph.

"Oh, I was just reminding these two colts how hurtful teasing can be."

"Well, don't!" Ono immediately stopped himself once he caught what he had just said, "I mean... you were?"

"Of course!" Starlight said, while kindly petting young Fluttershy's head, "In a world where everypony is unique, some are bound to feel more special than others. But that isn't a license to be cruel, is it?"

Admittedly, it is true despite of how manipulative and self-serving the true intent was. If there was any doubt of how she swayed a village full of ponies to follow her cause, now it makes sense.

"No, of course not…"

"Oh, isn't it a shame we don't live in a world where everypony is equal?" Starlight wrapped her front hooves around the three ponies, making them smile. "No one would ever tease anyone there! Wouldn't that be nice?"

"Mm-hm." the children replied in agreement.

"No, it wouldn't!" Fuli spoke up before catching herself and backpedaled a little after realizing what she was saying, "I mean, it'd be nice not to be teased, of course, but that's not the same thing!"

"Come on, Fluttershy! Maybe I can help you get through the course this time." The young colt offered.

"Well, I-I sure could use the practice…" Fluttershy smiled and happily galloped away with them knowing that they’ll be nicer to her going forward. But as nice as this was, it doesn’t change the fact that there is no motive for Rainbow Dash to perform the Sonic Rainboom at her current age.

Twilight narrowed her eyes at the unicorn as she confronted her about it. "I know you only convinced those bullies to not tease Fluttershy to stop the Rainboom!"

"Oh, that's not true! I convinced them not to be bullies because everypony would be equal!" Starlight retorted while replied using her charming tone of voice, right before reverting back to her sadistic tone of voice. "Stopping the Rainboom is just a bonus."

Without Fluttershy being teased, Rainbow Dash carried on flying through the obstacle course without any motivation to go as fast as her wings can carry her into doing the rainbow.

"This is bad!" Spike said to Twilight, "How is Rainbow suppose to make the Rainboom now?"

Fuli smirked when she immediately thought of something. But not without shooting a death glare at Starlight Glimmer. "This isn't over yet!" She stated right before flying off to catch up with filly Rainbow Dash, with the others following after her.

"If you say so!" Starlight shouted in reply, still smiling in satisfaction.

Ignoring her, Fuli moved to fly up to greet the filly with a bright smile. “Hi!”

"Um… hi?" Rainbow said surprised and caught off-guard to be greeted by a full grown Pegasus in Junior Speedsters Flight Camp.

"You think you can stop for a minute?"

"Sure." She did as she was asked, just when Fuli flew up to her eye level.

"So, I hear you're pretty fast!"

"Pretty fast? Please! I'm even faster than that!"

"Well, if you say so." She replied smugly .

"What's that supposed to mean?" Rainbow asked feeling a bit insulted by that remark.

"Well, if you really want to prove to me you're the fastest, who not race me?"

Rainbow arched an eyebrow, "Um, that wouldn't really be fair. I mean, you're a full-grown pony."

"Oh, are you saying you can't handle it?"

"Of course I can handle it!"

"Then prove it!" Fuli quickly sprinted away and left the filly in the dust. And predictably, Rainbow got riled up enough to accept her challenge right on the spot.

"Oh, I will!" In a matter of seconds, Rainbow Dash flew super fast and managed to catch up Fuli. And just like that thanks to the cheetah’s clever plan to get her to race, the two were now neck in neck as they zoomed across the obstacle course.

The others cheered on for both Fuli and Rainbow Dash. With speeds like that, the rainbow was sure to happen.

But Starlight wasn't about to let that happen. She levitated herself upwards, ready to intervene, but Twilight Sparkle was quick to pounce and tackle her before she could act.

"Oh no you don't!"

While that was going on, Fuli was having the time of her life right now. For her it reminded her of the race she and Rainbow Dash competed in from the very first time they met after defeating Nightmare Moon together. For her to be able to ensure the cemented bonds between the Lion and Pony Guard in a flash, it’s live reliving one of the big days she started to enjoy friendship much like Twilight and was not about to let a green eyed unicorn along with an equally green eyed lion / alicorn to ruin it.

Starlight managed to push Twilight off of her with her legs but the princess was quick to stop her before she could get out of arm’s reach. The two continued, attacking, punching and kicking, one another. During the scuffle, Starlight moved to end it by ramming her head right into Twilight’s ribs causing them both to stumble right in both Fuli and Rainbow’s path. They ended up colliding with the racers, and they all ended up crashing onto nearby clouds because of it, complete with groans of pain and dizziness. Fuli landed on top of Twilight, while Starlight and Rainbow were both hanging on different clouds. Everyone all recovered from the impact, but the damage done in stopping the Rainboom because of it was done.

Starlight levitated herself towards them, smiling in smugly and cocky about what she just did. "Gee, and you were so close. A real shame."

The others were just about ready to, literally, knock some sense into her, just before the time vortex opened up one more and sucked them all inside once again leaving the triumph unicorn behind.

Once more, the team crash landed onto the map, which was still in similar shape as before, only now it appeared to be glowing green instead of red. They had all reverted back to normal, and Fuli was now furious with what had just happened.

“Grr! I nearly had her! Only to be stopped just short of the finish line!"

“Sorry, Fuli. Good try though.” Beshte said in sympathy for his friend.

"This is gonna be harder than I thought!" Twilight commented as she shook her body before levitating the scroll, "We'll have to try again!"

"Hey, Twilight?" Spike spoke up trying to get her attention.

"I don't want to live in that awful future we saw!"

"I don't think you'll have to!"

The entire group huddled together when spears were being pointed directly at their faces. To their surprise, it appeared to be a tribe of ponies, all wearing green colored pain on their bodies with strange markings and mud on their manes and tails, all glaring threateningly at the group while holding the spears. Among them were two very familiar ponies.

"Pinkie? Fluttershy?"

The former pointed her spear at the group, near inches away from Ono’s throat. "Silence, changeling!" She uncharacteristically ordered.

Even more surprising, disturbing, and uncharacteristically was that timid and sweet Fluttershy’s the leader of this little brigade, holding her spear and giving the group the most terrifying death glare they had ever seen. But what really was even more alarming were what she then said.

"All servants of Queen Chrysalis found in these woods must be destroyed!"