• Published 4th Dec 2020
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The Pony Guard (Season 1) - MXCDarkHorse2020



The Lion Guard and The Mane Six both work together to spread the magic of friendship while protecting Equestria and the Pride Lands.

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Episode 2: The Rise of Makuu

Episode 2:

The Rise of Makku

During another patrol in the Pride Lands, the Guard are all drawn their attention to cries for help on the horizon.

“It's coming from Ukuni Woods!” Ono called out.

“Whatta we got, Ono?” Kion asked.

“Hyenas?” Twilight asked.

“Jackals?” Fuli asked.

“Vultures?” Applejack asked.

“Hyenas, jackals, vultures. Whatever it is, the Lion Guard and the Pony Guard can take then!” Bunga voiced his confidence regardless of who they face.

“Bring it on!” Pinkie also said in excitement ready to fight bad guys again.

“Hold on! Getting it in sight...” Ono said as he got a good visual on the source only to be annoyed upon seeing it’s just a scared hyrax hiding in a thorn bush ”…Really?”

“Ono, report!” Kion asked as they all came up to the bush.

“Nothing thrilling. Just a hyrax stuck in a thorn bush.” Ono reported unenthusiastic about their discovery.

“Seriously?” Fuli voiced her annoyance.

“That's not so bad.” Beshte felt pleased that’s all they have to tend to right now.

“That’s a relief.” Applejack agreed.

“We rushed all the way across the Pride Lands for this?” Bunga voiced his disappointment.

“Bunga, the Lion Guard's duty is to defend the Circle of Life. Even if it means helping a hyrax out of a thorn bush.” Kion asserted that every little thing counts even though he too rolled his eyes at the thought of said little thing.

“All right.” Bunga got the message as he steps forward. “I got this one. Come on, hyraxie. Let's get you outta there.”

Bunga tried to pry the thorns away to clear an opening for the hyrax only for him to refuse to move.

“Bunga wait.” Fluttershy called out as she flew over to the hyrax.

“What?” Bunga asked as she gently pushes him aside.

“He’s trying to tell us something.” Fluttershy said as she leaned in close to the hyrax as he spoke to the animal-loving peagsus who chittered to her. “What’s that? Really? Oh my.”

“What’s he saying?” Applejack asked.

“He’s saying he’s hiding here on purpose to avoid being eaten by a snake.” Fluttershy answered as she read his lips.

“A snake?” Pinkie asked in surprise before looking around. “Where?”

She then shuddered as her tail started twitching.

“Oooooh!”

“What is it?” Twilight asked.

“I’m sensing the snake is nearby in the tall grass over there.” She said towards the grass nearby the thorn bush as Twilight has a questionable look at her supposed Pinkie sense not sure if she is correct.

“I got this!” Bunga pounded his fists together before leaping forward. “Zuka Zama.” He shouted as he dived into the tall grass as another voice is heard inside who grunts in pain upon being tackled.

The mysterious stalker is revealed to be the red Egyptian cobra the others met in the woods the other day.

“Gotcha!”

“Sssssay, Bunga!” Ushari growled in annoyance as he attempted to bite Bunga to force him to back off. “That was my lunch.”

“Yeah? Looks like it was to go.” Bunga retorted having none of his complains as he rolls him up into a ball. “And now, so are you!”

He then chucks the snake a good distance nearly hitting Beshte and Rainbow as he flew into a nearby tree leaving the snake screaming as he flies.

“Ugh... That Bunga...” He grumbled in defeat as he slithered away in anger while the hyrax breathes a sigh of relief now knowing that he is safe.

“You know Bunga…” Fluttershy began as she felt sympathy for him as he slithered away while talking to Bunga. “Even though it’s wrong to harm innocent creatures…that was still pretty mean of you to do that.”

“But he was going to eat this little guy.” Bunga protested failing to understand what the peagsus is trying to say.

“Yeah!” Applejack said in agreement. “You saw that varmint there was going to eat him too.”

“Yes, but he all he wanted was to be able to live peace like everyone else.” Fluttershy further explained. “As much as the Circle of Life calls for what animals can and can’t do, Ushari deserves to be treated equally as much as everyone else.” She then pressed forward in the snake’s direction as she flapped her wings to fly over to him. “I’m going to go talk to him.”

As Fluttershy flies off Applejack and Bunga both give each other confused looks feeling both lost by her wanting to show kindness to the snake that tried to eat the hyrax.

“So was she saying that he should be allowed to eat the hyrax?” Bunga asked the other ponies trying to understand how her kindness applies as the hyrax starts to chitter anxiously feeling he is going to be snake food.

As Ushari slithers away he hears a voice calling out to him.

“Excuse me.” Fluttershy called out as she intercepted him.

“What do you want pony?” Ushari aggressively asked.

“Nothing.” Fluttershy replied while taken aback by his response. “I just wanted to say I’m sorry that you got tossed aside like that.”

“And what do you care?” Ushari refused to listen to her as he tried to continue on his way. “You’re with the Lion Guard, protector of the Pride Lands who helps them get in the way of me trying when all I want is a nice lunch without getting run over by them.”

“Because I care deeply for every creature here.” Fluttershy insisted as she refused to get out of his way. “And I’m sorry that you feel that way and if you’d just hear me out I can refer you to a place where you won’t be disturbed.” She then offered as Ushari raised an eyebrow with listening intent and consideration.

“Go on.”

“Well if you join me for a picnic back in Ponyville we can talk more.” She further went on.

“We’ll ssssee…” Ushari answered. “Jusssst don’t run me over next time around okay?”

“Don’t worry?” She assured him. “I’ll make sure of that.”

Ushari then slithered away as he began to have some silent astonishment at the peagsus’s kindness towards him as if nobody else showed him that before.

Fluttershy then flew over back to the thorn bushes where the others are where Twilight and Rarity are both working their magic in pulling aside the thorns to clear an opening for the hyrax to get out. Once the opening was clear the hyrax happily leaped out and hugged Fluttershy.

“Oh you’re most welcome.” Fluttershy kindly accepted and returned the hug as she turned to Bunga. “Maybe if you showed the same kindness you and Ushari won’t be at each other throats all the time.”

“We’ll see.” Bunga brushed the thought aside. “Hone badgers and cobras usually don’t get along very well.”

“Because you’re natural enemies?” Fluttershy asked.

“Yep. I’m afraid it’s true.” Ono confirmed as he flew over. “Common knowledge, really?”

The hyrax then leaped out of Fluttershy’s arms and then ran over to Bunga to thank him for saving him but after a second he smelled something stinky and then ran off squealing away.

Both Rarity and Fluttershy took a sniff and then winced in discomfort when they see the reason why the hyrax ran away was because of the honey badger’s stinky scent.

Rarity dramatically fainted while Fluttershy covered her nose with one of her hooves while trying to fan the smell away with her other hoof. The others cringed in disgust with Applejack fanning the smell away with her hat while the other ponies back away a safe distance to avoid further smelling it.

“Bunga! Your smell must be even scarier than a snake's!” Fuli commented while chuckling in amusement.

“I'll take that as a compliment!” Bunga replied as Ono took a sniff and gagged after catching a whiff of his stench.

“I wouldn't!” Ono voiced his objections to that as Beshte groans as he now coated with flowers and mud at a nearby puddle.

“Everything okay, Beshte?” Kion asked as Ono flew on top of the hippo.

“Poa.” Beshte remarked in amazement at the flowers on his skin before answering. “The flowers just got me a little sticky, is all.”

“Sticky? Oh... Oh, no!” Ono began to freak out as he struggled to free himself from atop Beshte’s back. “I'd say a lot sticky! Hapana!”

Ono then managed to free himself after pulling himelf off before flying away with Beshte accidentally bumping into the nearby tree. Beshte then had to pull himself free as the sticky mud sticked him like glue to the tree before he managed to free himself with a couple pieces of tree bark stuck to his behind.

“Oh. I just might need a bath.” Beshte commented as he sees the stuck tree back on his bottom.

“Don’t worry. I’ll gladly give you a bath.” Fluttershy kindly offered.

“Thanks, Fluttershy.” Beshte accepted the offer as the two began heading forward towards his desired cleaning spot as Rarity regained consciousness.

“Hmm... How long has it been since you've had a bath, Bunga?” Ono asked the honey badger as they all followed the two.

“Does the last time I fell off a waterfall count?” Bunga asked with crossed arms as the egret shakes his head in response. “In that case, it's been... I don't know how long!” He then said as he tapped his chin with his fingers.

“Oh dear gosh!” Rarity exclaimed in horror as she covered her mouth as she quickly rushed over to the nearby tree and barfed up her disgust as Applejack went over to give her a comforting pat on the back to help her through her endless green-gilled discomfort.

“Go on ahead y’all.” Applejack said to the others as they pressed forward. “We’ll catch up with you.”

“No wonder the Hyrax ran away from you.” Fuli said in response hearing this as Pinkie leans over near the honey badger while wearing a gas mask.

“The cheetah’s right, Bunga. No offense but you really do stink.” Pinkie voiced her thoughts as she walked alongside him as Rainbow flew as high away from the honey badger as possible while staying close by with her friends.

“Aw, come on. That's just how Bunga smells.” Kion said in his friend’s defense as he placed a paw on his back. “He's always been a bit, uh, fragrant.” He then said as he caught a whiff of his stench leaving him momentarily taken aback before shaking it off.

“Try taking a dip in Big Springs, Little B. I'm sure the fish there will get you clean.” Beshte offered to the honey badger.

“Fish?” Everyone asked in unison in confusion.

The group with Applejack and Rarity after the latter recovered from her little vomit episode all get together at Big Springs where Beshte’s home along with all of the other hippos are.

“The fish in Big Springs love eatin' the muck and dirt off us hippos!” Beshte explained to his friends watching. “They even go for the food stuck in my teeth! Check it! Ahhh. See?“ He then showed the fish doing just that as an example.

“Aww! That’s cute!” Fluttershy remarked as she giggled.

“And when there's too many fish in the lake, the crocodiles come and eat the fish.” An older hippo said as he appeared on top of one of the rocks over the pond.

“And suddenly it’s not so cute.” Fluttershy then said with her smile vanishing.

“It's the Circle of Life at its finest.” He then said as he took notice of the meek peagsus pony’s disturbed expression. “Something troubling you?”

“Nothing.” She honestly replied. “Just not someone who enjoys the thought of fish being eaten is all.”

“She just really loves animals.” Twilight said as she joined by her shy friend’s side.

“Well I can assure you even if it has it’s ups and downs it’s all part of life and wouldn’t have to see it if you’re uncomfortable with it.” The older hippo gently told her as Twilight patted her friend on the back to assure her she’s got company with her.

“You said it, Dad. Now I'm feelin' clean as a whistle!” Beshte said as he approached his father as one of the female hippo’s whistled to him with a flirty giggle along with another hippo standing beside her.

“Hello to you, too.” Beshte kindly returned as the ponies giggled at the sight of this.

“And I can tell you got a couple of hippos who got a crush on the Guard’s Strongest.” Applejack also complimented as Rarity joined in.

“Might want to consider asking one of them out, darling.” Rarity suggested with a nod pointing in the two girl’s direction. “It’s not every day you meet someone who admires you for your good looks.” She added with a suggestive look.

“I’ll think about.” Beshte said as he promised to give it thought as Ono turns to Beshte.

“Willing to give it a try?” He asked if Beshte’s method sounds of interest to him.

“Why not? I'll try anything once!” Bunga agreed without hesitation. “Zuka Zama!” He said as he leaped into the pond splashing water on his friends much to Rarity and Fuli’s irritation.

“Bunga! My mane!” Rarity yelled at the honey badger as she looked like she was going to cry as her curly mane is now straight and soaking wet to which Twilight hands her a towel out of courtesy as she runs off in tears so she can get tend to her mane.

“And suddenly my reaction isn’t the most over-reacting anymore.“ Fuli said to herself with a deadpan expression as Bunga walks through the pond.

”Here fishy, fishy, fish!” He called out to them as his stinky scent is creating green gassy fumes in the water to which scared all of the fish away when they smell of how bad of his scent is. “Hey! Fish! Where ya going?” He called out confused of why they scurried away like that.

Everyone laughed in response to the sight just as they hear a voice call out to them. It was an aged green crocodile with a group of crocodiles following him calling out to Beshte’ father.

“Basi! It's been many weeks. How are the fish today?” He politely asked the hippo leader.

“More than last time, Pua. But not enough for your float of crocs.” He answered. “Swing by next week?”

“If that's how it must be.” Pua accepted they have to look somewhere else. “Move on, my friends. We'll eat somewhere else today.”

“Wait!” A younger crocodile with a brighter green coat and scales called out as he approached his leader. “Pua, you said we were going to eat fish!” He then said feeling disappointed by what he feels is a broken promise.

“Makuu, there aren't enough fish yet. You heard Basi.” The older crocodile gently tried to reason him of why they can’t today.

“I heard him.” He blew it off with a roll of his eyes with a condescending tone. “But why should we crocodiles listen to a hippo?”

“I've told you before, Makuu. It's the Circle of Life.” Pua then somewhat sternly scolded him to remind him of his place as they both got face to face with each other.

“So you say.” Makuu still refused to back off as he circles around him. “But I think you listen to the hippos because you're weak. You're afraid of them! But I'm not afraid of anyone. And that's why I call for a mashindano!”

“Dad, what's a mashindano?” Beshte asked his father as he along with everyone else are confused by what it is.

“The mashindano is a physical challenge. It's how the crocodiles determine their leader.“ His father answered.

”So it’s like a fighting duel?” Twilight asked as she figured out what he is talking about. “Whoever takes down their opponent into submission decides who becomes the new leader or if the current leader keeps his leadership.”

“That’s right.” Basi answered with a nod while impressed with how she gets the idea while Kion looks shocked at the idea.

“Heyvi kabisa.”

“Oh my.” Fluttershy whimpered at the thought of such violence brewing as the crocodile leader looks taken back and stunned that Makuu is daring to challenge him.

“A mashindano?”

“You heard me!” Makuu boldly asserted his stance. “Accept, or surrender your leadership. Immediately!”

Pua looks on with narrowed eyes as he sees it is perfectly clear that the younger croc is not backing off from his issued ultimatum.

“I accept your challenge, Makuu. In accordance to tradition, The mashindano will take place near Lake Matope at sunset!”

Pua then walked off ahead with the other crocs following as Makuu is the last to follow after them as he still feels confident about his chances that he will prevail and come out on top.

“You okay, Kion?” Twilight asked as she sees of how troubled the young cub is looking.

“I’m fine.” He briskly answered as he walked away from Big Springs while ignoring the lavender mare. “I just need to talk with my dad about this.”

Twilight concerned with Kion’s frustrated attitude decides to follow after him.

“I’ll meet up with the rest of you later.” Twilight told the others as she followed after the young lion who makes his way to Pride Rock to inform his father about it and it is pretty clear he doesn’t like the idea of a duel deciding the rightful leader.

“I don't like this mashindano thing. Why should a fight determine who the crocodile leader is?” Kion voiced his frustration to his family.

“Don't forget, Kion. Your father had to fight Scar to regain leadership of the Pride Lands.” His mother brought up that it isn’t out of the ordinary to resolve the matter.

“Not to mention Princess Celestia also had to fight Nightmare Moon to ensure Equestria is safe from eternal darkness for a thousand years.” Twilight also chimed in while understanding what his mother is trying to say to him.

“That was different. I think Makuu's just looking to pick a fight.” Kion still feels it isn’t the case here feeling he has different motives than wanting to assume leadership.

“Can't you do something about it, Dad?” Kiara asked her father as her brother sat beside her. “You're king over all the animals in the Pride Lands.”

“That’s true. I am King.“ Simba agreed with her there but voiced that being a reasonable authority figure in the matter has its limits for the two to balance out as he continues. “And as King, I know that all animals in the Pride Lands have their own customs. And they need to be respected.” He explained in a way that there are some things that even his power can’t intervene in a situation like this.

“I guess.” Kion reluctantly agreed and understands that they have to let fate decide its course from there.

“It’ll be okay.” Twilight attempted to assure her as she walked up to him. “Hopefully Pua will put Makuu in his place and he’ll still ensure the crocodiles still respect the Circle of Life.”

“Hopefully.” Kion replied although his concerns are not at complete ease as he’s got a bad feeling about how it will play out as he walks off.

“Do you really think things will change?” Kiara asked the unicorn leader if she really means it.

“Well that depends if Pua has enough technique and energy to give him the edge.” Twilight honestly answered as she gave an analysis of the two crocs that will be dueling later today. “Otherwise Makuu’s youth and strength will secure him the victory.”

“That’s an amazing and pretty good analysis.” Simba said in response to her intellect with a nod of respect. “Very through.”

“Thanks.” Twilight thought nothing of it at the moment as she sees looks a little uncertain at Pua’s chances.

“And you still guarantee things will work out?” Kiara said with a raised eyebrow as she sees that she doesn’t see it looks good for Pua.

“I can’t lie or make promises here.” Twilight could only say as she sees it too. “But if there’s one thing I’ve learned since moving to Ponyville is that change is inevitable and that nothing lasts forever. Even if that means a change in leadership. And it doesn’t look good unless Makuu is willing to learn of what it takes to be a good leader.”

“Hopefully he will in due time.” Simba said thinking he’ll learn if it comes down to that. “That is of course if he wins.”

“And if he does it’s just a matter of getting Kion to see that it wouldn’t be a big loss for the Pride Lands.” Twilight said as she looks on in the direction Kion walked off to.

“I’m sure he will.” Nala feels certain about that with a smile. “He just needs some time to be ready to adjust to this. And he has one of his best friends to help him through it.” She said in Twilight’s direction certain that his co-leader of the team that protects the Pride Lands and Equestria will help him through it which left Twilight appreciating the compliment with a bow.

“Thank you.” She said in response to the king and queen’s good faith in her.

Elsewhere, Ono and Rarity are with Bunga, Timon, and Pumbaa, to discuss the honey badger scent as both the egret and fashionista both can’t stand his scent.

“Bunga's on the Lion Guard now. We can't have animals running in terror from his scent!” Ono voiced his case to the honey badger’s adopted family.

“Especially when other’s lives are at stake.” Rarity urgently added as she wears a gas mask over her face while combing her curly mane and tail.

“If you ask me, I think Bunga smells fine just the way he is.” Pumbaa said otherwise as it is natural for a honey badger.

“Yeah! And in Bunga's case, he's a stinky little honey badger!” Timon agreed as he leaped to stand beside him.

“Thanks, Uncle Timon!” Bunga happily replied as Ono and Rarity sigh in annoyance as they further press forward in song.

Ono sang as he insisted it is a must on why Bunga’s needs to freshen up his scent while trying to mask it with nearby berries from a nearby bush.

“I don’t mind.” Bunga voiced that he doesn’t mind with how smells as Ono rubs the berry juice onto his back as Timon sings in rebuttal to the idea as Pumbaa joins in with the latter passing gas much to Ono’s discomfort and Rarity’s repulsed reaction as her mane and tail straighten out in shock.

“Ew!” Ono said as he covered his nose with one of his wings while Rarity resisted the urge to throw up as the former sang urging Bunga not to make a stink as he and Timon get into a little lyric duel on their stances before they all sang together with Pumbaa farting again as Rarity backs up a fair distance from the group to avoid getting near the warthog’s fart while the others even Bunga and Timon covered their noses to avoid smelling it.

Don't Make A Stink

Ono then sings an attempt as he shakes pollen onto Bunga’s fur from one of the nearby trees as Timon and Pumbaa seem to agree as the pollen serves as a bug attraction much to Ono’s dismay.

“Oh, no!” He said as he face-palmed before Rarity takes a turn by trying to masking with a bug repellent that makes the bugs fall off of them as the others finish singing by the time Timon and Pumbaa have decided to help themselves to the knocked bugs as a snack.

“Whoa! Look at all the bugs!” Bunga remarked seeing all of the bugs that have been gathered from the pollen attraction.

“Dinner is served!” Timon said as he happily feasts on the bugs along with Pumbaa.

“Mmm-mmm! Yummy!”

“Making your face an insect landing pad is not my idea of clean, fresh and odor free!” Ono voiced this was not what he had in mind.

“That's okay, Ono. I don't really...” Bunga assured his friend it won’t make a difference.

“Don't worry, Bunga.” Ono cut him off still not giving up just yet. “I know I can find a solution...” He stopped mid-sentence as he eyed a big blue striped mosquito before chomping and eating it. “Eventually!” He then said satisfied seeing one good thing came out of it as Rarity is disgusted out of her mind with her face turning green again.

“And I’m sure whatever I come up with it definitely won’t involve attracting or eating bugs.” Rarity voiced her vow as she conjured a bag with her magic so she can throw up in.

At Lake Matope at sunset everyone in the Pride Landers including the royal family, the Guard, and the Princesses have all come to witness the fateful duel for leadership as many of the Pridelanders chant mashinado in anticipation as the two crocs approach each other as they prepare to duel.

Princess Celestia came out of interest to see how this works out as Princess Luna who is still recovering from her thousand year banishment to the moon looks on a little emotionless, tired, and wearily, helping herself to some tea to keep herself awake.

“Mah-shin-dah-no!

Mah-shin-dah-no!

Mah-shin-dah-no!

Mah-shin-dah-no!

Mah-shin-dah-no!

M'ah-shin-dah-no!”

“Your confidence is admirable, Makuu. Your over-sized ego is not.” Pua exchanged his pre-battle words as Makuu’s stance still is undeterred as he scoffs it off.

“You're old and weak, Pua! Today is the end of your reign!” Makuu rebuked his exchange as he thinks otherwise as he makes the first move as he charges at Pua. The older croc swiftly dodged the attack before tail slapping him away.

While this was going on Fluttershy had her eyes covered with her hooves, while Rarity, Twilight, Kion, Fuli, Spike, and Ono all cringed at the sight of the violent hit with Pinkie, Rainbow, and Bunga all cheer on during the fight.

“Ooh, yeah! First point to Pua!” Bunga cheered.

“No points in mashindano Bunga.” The young hippo informed him that's not how it works. “My dad says they have to keep going till one of 'em surrenders.”

“Come on Pua, get him!” Pinkie shouted off the top of her lungs.

Makuu retaliated as the two then wrestled arm to arm with a sharp tail slap of his own to which Beshte winced in pain seeing the sight as the other Pride Landers did the same as the young croc followed it up with a slap from his wrist.

Pua then managed to force Makuu back as he charged at him twice with his body weight that would make Applejack’s buck very proud as the farm pony cheered him for those strong moves.

“Yeehaw!” Applejack cheered as she raised his hooves. “Way to buck him there!”

“Ouch.” Fuli winced at the sight of how painful the attack was. “He's gonna feel that in the morning.”

“I think he is already feeling it now.” Spike commented as he too cringed at the sight as he comforted Fluttershy who was whimpering and still covering her eyes.

“Is it over?” Fluttershy pleaded. “Please tell me it’s over.”

“Why are crocodiles always so violent?” Ono asked as he too can’t stand the sight.

“Good question, Ono.” Kion said agreeing with the three as the Princesses have nothing to say because it looks familiar to how they faced off a thousand years ago and didn’t want to bring up old wounds.

“I know.” Rarity said as she filed her nails. “If only they could figure out less brutish methods for this sort of thing.”

“Shh! Guys, look.” Bunga whispered to the others as Pua approaches his opponent who is lying down and defeated…or it at least he thinks before he immediately catches him by surprise by locking his jaws into the elder croc’s arm and pinning him down.

“Ooh!” Everyone couldn’t stand to see the sight of that move as Rainbow and Bunga are the first to see what happens next.

“Makuu's got Pua with the jaw vice!” Bunga commented as Makuu tries to force him into submission until the elder croc used his tail to get his younger opponent to cut it out as he reverses the pin on him.

“Oh yeah! What a move!” Rainbow cheered as she pounded her fists together in celebration.

“Ooh! Pua with the escape and mount! Claw bar! Makuu's in trouble!” Bunga further cheered as Makuu seems to be struggling to break free.

“Come on, Pua. Get him.” Kion silently pleaded for him to pull through with that move to which Twilight noticed as she looked on with determination hoping that he does.

The younger croc proving to be stronger then pushed him off of him as he then tackled and tumbled with him before forcing him back to tumble on his own a fair distance in between them.

“Whoa! What an escape!” Bunga complimented while Rainbow groaned that he was able to pull it off while Kion looked on with disappointment.

As Pua faces down against Makuu he breathes heavily as he is starting to lose energy to which his younger opponent is taking notice of as Twilight sees that he might be done there.

“Run out of tricks, Pua?” He expressed his smug confidence as he then tackled him to the ground with a simple hold to which Pua is now struggling to escape from Makuu’s grasp.

“Uh-oh. That might be it.” Basi commented to which the others turned their attention to him when he said it.

“But that's a simple hold.” Rainbow expressed his disbelief with that.

“Why can't Pua escape?” Bunga added in the same tone.

“Easy now, it’s because he’s tired.” Twilight answered as her defeated expression says the outcome of this was predictable written all over her face.

“I’m afraid she’s right. Pua might have better technique, but Makuu is too strong and fit for him.” Basi said as Makuu then manages to completely pin down his worn down opponent.

“Where are you going, Pua? Nowhere!” He declared triumphantly now that he finally got him dead to rights as the rhinos gasped while Pinkie let loose a bigger gasp as they see this fight is over as the defeated leader taps Makuu’s shoulder to put an end to the fight as the victor still smugly smiles as he knew this was coming.

“Aww man!” Rainbow grumbled in disappointment as Simba approaches the two crocodiles.

“Pua's tapping out! He gives up!” Bunga voiced his astonishment as the king prepares to speak.

“You can look now.” Spike told Fluttershy to he got her to uncover her eyes as the peagsus now looks relieved not caring who won.

“Thank goodness.” She said as Kion could not believe what happened.

“What? You mean Makuu wins?” Kion said in shock.

“I'm afraid so, son.” Nala sympathetically returned.

“Sorry, Kion.” Twilight could only say as the king begins speaking his announcement.

“Congratulations, Makuu. You have won the mashindano. You are now the leader of the crocodiles. You have very thick skin to fill.” The king told the pleased victor as he then turns the elder crocodile as he gets up and dusts himself off. “Pua, you were a strong and wise leader for many years. And for that, you have my thanks.” He then sincerely said to him in contrast to the forced tone towards Makuu as he is clearly stung by the outcome of the duel.

“Thank you, your Majesty.” Pua said with a respectful bow as he then makes his leave towards the nearby lake while Makuu chuckles wasting no time mocking his plight.

“Don't let the reeds hit you on the way out, Pua!” He called out to him as he starts swimming to which Simba, Pinkie, and Rarity look on with disdain towards his disrespectful and condescending attitude during his parting words to him.

“As defeated leader, Pua's banished from the crocodile float.” Basi then explained why he is leaving as all of the crocodiles all chant Makuu’s name.

“Makuu! Makuu! Makuu! Makuu!”

“That's right! Makuu! Leader of the crocodiles!” Makuu declared his new title as he leads his followers into the lake as they all leave.

“Aww man.” Pinkie frowned with a sad face. “I already had this “Congratulations you won, cake for the old croc.” She said as she presented said green-frosted cake as the others stare at her.

“Oh, well more for me.” Pinkie then said as she immediately shrugged it off as she starting eating into it as the other Pride Landers then make their leave too while the others have varying expressions of disgust at her poor eating manners.

“I just hope Makuu's big win isn't a big loss for the Pride Lands.” Kion voiced his concerns as it is starting to become a reality.

“As long as we stay on top of him should he get out of hoof or claw in this case.” Twilight said in another attempt to assure him while getting her terminology mixed up for a moment there.

The next day at Pride Rock inside the lair of the Lion Guard, Ono is constantly pacing as he tries to think of another idea to mask Bunga’s scent.

“Let me try one last thing.” He insisted on trying again as he leads Bunga away to another part of the lair.

“One last thing? Isn't that what you said last time?” Fuli voiced as it is apparent that his efforts are in vain.

“Nah. The one three times before that was the last thing.” Bunga clarified as he followed him. “Not that I'm counting. What do you got, Ono?”

“Pumice.” Ono answered as he stood over a pile of dusty twigs and branches.

“Pumice! It always works for me.” He said as he flaps his wings to spread the dust onto Bunga’s fur. “Just flap around in the dust... And you'll be odor free!”

“Okay...” Bunga willing agreed as he jumped into the pile all while sneezing from the dust.

“Are you trying to stop Bunga from smelling or being able to smell?” Fuli asked with an amused smile and chuckle.

But before it could go further Kion’s sister arrived.

“Kion!”

“Hey, Kiara!” Beshte greeted. “What's the kerbubble?”

“Zazu's just received word that a herd of giraffe have moved into the baboons' forest. And Dad's out hunting with Mom.” She reported to her brother.

“We're on it! Lion Guard, let's go!” He answered the call without hesitation as he leads the others outside out to the ledge of Pride Rock. “Ono, what do you see?”

Ono took a quick scan of the Pride Lands as he sees many animals are dislocated.

“It's crazy, Kion. Not only have the giraffes taken over the monkey's forest... The acacia savanna where the giraffe live is full of zebra and antelope... The zebra and antelope grazing ground is overrun with elephants... And the elephants' watering hole is filled with hippos!”

“Heyvi kabisa! Isn't anyone in the Pride Lands in their usual habitat?” Kion asked after expressing his shock as Twilight arrives.

“Not if you count Makuu and the crocodiles occupying Big Springs is one.” Twilight reported as she called out while approaching the others. “Because that’s happened after they forced the hippos out of there.”

“So when the crocs pushed out the hippos, they ended up making everyone else move, too.” Kiara deduced of how this all happened.

“Have you or any of friends taken action yet?” Kion asked Twilight.

“They are already over there now. But I told them to stand by until you all got here.”

“Good.” Kion said with a nod before turning to his friends. “Lion Guard! Let's go talk with Makuu and get this sorted out.”

Twilight and Kion lead the Guard to Big Springs as they meet with the other ponies.

“How’s it looking?” Twilight asked.

“So far just floating around but not planning on leaving anytime soon.” Applejack replied as Kion decided to approach the new crocodile leader.

“Makuu! We have a problem!” Kion addressed him leader to leader. “Your taking over Big Springs has messed things up all over the Pride Lands. I need you and the crocs to leave.”

“Why should we leave?” Makuu refused to back off dismissing it as an empty threat as he approaches him. “The fish in the lake taste great.” He said as he chomped on a fish jumping overhead to which Fluttershy nearly fainted until being caught by Rarity. “I think we're here to stay... That is, unless you want to fight.” He then said as he locked eyes with them.

“C'mon, Kion. You could take this guy.” Bunga encouraged him.

“Bring it!” Rainbow said with raised hooves with her wings flapping ready to fight.

“Makuu's got no respect for anybody.” Beshte voiced he is well within his rights to do so as Twilight and Rarity have their horns lit up ready to use their magic on them.

“Beshte's right.” Fuli said in agreement.

“Your darn tootin!” Applejack said ready to fight as well.

“You won't get an argument from me!” Ono said as he musters the courage unlike Fluttershy who still looks very hesitant.

“Bring it, you mean alligator!” Pinkie yelled out.

“Pinkie, they are crocodiles.” Twilight whispered to her.

“Bring it, you mean crocodile!” She then said as Kion refuses to engage.

“Guys, fighting isn't the answer to everything.” Kion addressed his teammates to back off as Makuu scoffs at his stance.

“Only weak and cowardly leaders are afraid to fight.” The mean croc mocked him to get under his skin.

“I'm not afraid!” He said as he nearly lost his cool there as the clouds briefly formed when it looked like he was ready to use the Roar in anger. ”No... Let's go.” He then said calmed himself down causing the clouds to dissipate.

“But why?” Rainbow asked as she is baffled by his refusal to fight as he turned to leave.

“If I start using the Roar when I'm angry, I'll be as bad as Scar. Besides, the Roar might destroy whatever fish are left in the lake. There's gotta be another way to get the crocs to leave Big Springs.” He said as he walked off ahead to which Makuu laughed back at him as he leads everyone away.

“That's right, Kion. Go! The new leader of the crocodiles takes orders from nobody!” Makuu called out to him as he laughed at what he views as cowardice but just as he continued boasting his arrogance as Twilight turned back and approached him with a stern glare.

“I just want to let you know that just because we won’t be taking action right now doesn’t mean you’re off the hook just yet.” Twilight calmly said to him. “Because the next time we come back you and your crocodiles will be leaving Big Springs and we will stop from causing further havoc in the Pride Lands.”

“Ooh.” Makuu said with faux fear before shifting back to his cocky smile. “Tough talk from one pretty unicorn. And what makes you think we’ll do that?”

“Well for one thing I can do this.” She demonstrated with her magic as she holds up a fish that Makuu was to eat just levitated it out of his reach when he tried to snap it with his jaws before slapping it across the crocodiles face repeatedly.

She then turned away to leave to catch up with the others as Makuu tried to lunge at her in retaliation to which is met with the fish she used slapping him right across the face and back into the water without even turning around.

As Twilight catches up with the others who had just witnessed her little display of magic, Bunga, Rainbow, and Pinkie all burst out laughing as they all high-five her for what she just did.

“Nice!” Rainbow complimented as Pinkie giggled as she bounced ahead.

“He got slapped by a fish!” Pinkie laughed uncontrollably with Rainbow as they rolled on the ground together.

“Wow you really told that guy off!” Bunga also said very impressed. “Just wish we could do that.”

“If only Kion could just find the middle ground since he isn’t willing to fight. Or at least doesn’t want to immediately jump into since he feels it isn’t the answer to every problem.” Twilight replied as she wonders where the lion cub had went. “Speaking of Kion, where did he go?”

“Going ahead to meet up with Pua.” Applejack answered. “I’m guessing it’s so he can try to convince him to challenge Makuu to a rematch.”

“And I highly doubt that will work.” Twilight voiced her doubts about that idea as they catch up with the two.

“You were there, Kion. Makuu is stronger than me. There are times when you have accept that you've been beaten. Even though might not like it, Makuu has most certainly won!” Pua voiced that his time as leader is truly done.

“But that doesn't make him a better leader than you!” Kion protested.

“True.” He acknowledged that point. “But he's young. He can learn. Take my advice. If you really want to avoid a fight with Makuu, the best thing to do is just back down.” He then turned to carry on his new solo life at his new home.

“You're not really gonna give up, are you, Kion?” Bunga asked if that means they are doing nothing about the situation.

“Of course not!” Kion asserted otherwise. “The Circle of Life depends on us.”

“Then what are we gonna do?” Beshte asked.

“I don't know yet.” Kion replied as he looks down uncertain before coming up with another idea as he leads the way back to Pride Rock. “Maybe my dad has some ideas.”

They all make their way back to Pride Rock where they meet up with Kiara again.

“Hey, Kiara! Is Dad back?” Kion asked.

“No, and it's a good thing he isn't!” Kiara answered as she looks irritated as everyone sees what’s inside.

“Oh, no...” Kion said as they all see baboons running amok around the place.

“Mom and Dad are not gonna be happy to find Pride Rock full of baboons.” She voiced her displeasure seeing this. “You guys better do something. Quit it!” She shouted at one the baboons invading her personal space from behind. “The animals in the Pride Lands need to get back where they belong!”

“Oh, come on.” She then said further irritated as another baboon carelessly hopped on her without permission.

“We're working on it, Kiara.” He assured his sister they are not giving up on it as he forces one of the baboons climbing on his back off of him. “But Makuu won't listen to reason!”

“I've got it! I've got it! I've found the solution! Mentha piperita! Also known as peppermint.” Rarity spoke up as a bulb lit off in her head as she conjures up a perfume bottle with her magic.

“How are mint leaves gonna get Makuu to leave Big Springs?” Kiara asked feeling lost of where he is going with this.

“Oh, not that problem.” Rarity assured as she paid no mind to that as she sprayed her fragrance on the honey badger as Ono gathered up some mint leaves.

“And while you’re at it, Bunga, do us all a favor and roll around on these mint leaves.” Ono gestured him to the leaves he gathered up.

“Sure.” He complied no problem to his request.

“Oh, just like the hyrax!” Fuli figured it out right away.

“Now eat this one...” Ono then instructed him as the honey badger further complied and after another good sniff.

“Yes! It worked! Bunga, you are stink free!” Rarity declared at her success as she and Ono high-five each other in victory as Fuli takes a good whiff at him.

“Mmm! How 'bout that? Bunga's minty fresh!” She said very impressed with the results.

“Oh, that's great.” Kiara sarcastically commented. “Uh, but don't you guys have bigger things to worry about? Like, oh, I don't know... Baboons overrunning Pride Rock?” She stressed over the bigger issue here.

“Good point, Kiara! What are we going to do about that, Kion?“ Bunga then asked her brother.

“I... I don't know yet. You guys head back to the Lair. I need some time to think.” Kion still voiced his uncertainty as he walked off ahead.

“He better come up with something.” Kiara hopes he does as the baboons start to really annoy Beshte as they get all over on him literally.

“You're telling me!”

“Oh... Baboons.” Fuli grumbled as Twilight thinks of an idea for that in her head.

“Well for starters I know a solution that will help with this problem.” Twilight began as she worked her magic and created a bubble that forced the baboons out of Pride Rock.

The baboons still clearly confused of what just happened try to head on back only to find themselves denied entry as the area is surrounded by a pink magic force field.

“This should keep them away for the time being.” Twilight told the young princess who smiles in approval of her solution to the matter as they all look ahead to see the baboons futility trying to break through the barrier as they repeatedly slam their faces into it.

“You just never cease to amaze me.” Kiara said to her the unicorn who nods to thank her for the compliment as she heads off to catch up with Kion.

“As for the other part he just needs to hear the middle ground between fighting and standing down which I’ll make sure he knows that if he hasn’t already figured it out.” She said before heading off as the others watch in amusement of their antics now that they are all outside to meet up with Kion who has walked up to a small open area with nearby trees and big rocks.

“Grandfather, I don't know if you can hear me. But, I'm not sure what to do.” He called out for his spirit as he sits down staring at the horizon in front of me hoping he still communicate with him and as luck would have it Mufusa’s spirit appeared before him.

“I'm always here for you, Kion.” He warmly greeted his grandson.

“The new crocodile leader, Makuu, he's messed things up for animals all over the Pride Lands. And all he wants to do is fight!” Kion explained the problem.

“Fighting is the crocodile way.” He calmly replied.

“I think Makuu's a bully.” Kion voiced his thoughts on the young croc’s arrogance. “But Pua, the old crocodile leader, says I should just back down.”

“There are times to back down Kion.” Mufusa said in response. “But a true leader has to know when to stand his ground, even if it seems difficult.”

“But fighting can't be the solution to every problem!” Kion further protested his stance on not wanting to resort to violence as Twilight approaches them.

“It can’t.” Twilight said to add up what his grandfather is trying to explain to him. “But what he means is that standing your ground doesn't mean you have to fight. It means you're not afraid to stand up to someone who you know is wrong,and show them you're not going to back down.”

“Exactly, Twilight.” Mufusa said with an approving nod of how she gets it. “Standing your ground is the middle ground to show you are willing to stand up to Makuu without having to fight to let him know what he is up against.”

“Oh. I think I understand.” Kion said as he gets the idea as his grandfather’s spirit disappears after giving an approving nod while turning to Twilight so they can return to the lair as the unicorn casts some more magic to keep her shield going around Pride Rock.

“What’s that?” Kion asked.

“A little solution for the baboon problem at Pride Rock.” Twilight said with a amused smile as they see the baboons are constantly trying to break the barrier to no avail to which the two shared a heartily laugh before they made their way to the Lair.

“So, I've given it a lot of thought. If Makuu wants a fight, he needs to know the Lion and Pony Guard can bring it.” Kion said as he the team of the new approach.

“Yeah! Now we're talking!” Bunga shouted in excitement.

“About time if you ask me!” Rainbow cheered as she did loop-de-loops in flight.

“Personally, I wish there was a way we could avoid the fight.” Ono voiced his thoughts of wanting to avoid further conflict.

“Me too.” Fluttershy said in agreement. “I don’t know how much more of this I can take.”

“I hope we still can, Ono.” Kion shared that notion. “I think a demonstration of the Roar will show Makuu exactly what he's up against, without hurting anyone.”

“Can we do that?” Fuli asked if that’s possible with a hopeful smile.

“Maybe you can use the Roar on the grove of trees near the Spring.” Beshte suggested as he points to a painting on the ground with said trees on it. “Far as I know, nobody lives there. And I know just about everybody!” He then said as he happily flapped his ears.

“Perfect!” Kion approved of the idea as he began giving instructions. “Bunga, Pinkie, Rainbow, Fuli, Ono, Fluttershy go make sure the grove is clear of animals. 'Cause nobody's where they usually are today. Beshte, Twilight, Rarity you're with me! Till the Pride Lands' end...” He then said as the rest of the Lion Guard shouts as they all head out.

“Lion Guard defend!”

“Cute.” Applejack said in response to their little battle cry before she and others head out as they see Pinkie who was constantly laughed and made silly faces at the silly baboons with their faces pressed up against the barrier.

“Let’s go Pinkie!” Applejack called out to her.

“But look at the silly monkeys.” Pinkie pointed out to the baboons as they all exit the barricaded landmark.

“Now!” Twilight urgently told her as she drags the pink mare away with her magic.

“Aww.” Pinkie said with small deflated disappointment as the team splits up.

Fuli and Pinkie scout the ground around the grove while Rainbow and Ono both scout the skies to make sure no one is around.

“Looks clear to me.” Fuli said to Pinkie who happily motioned to Ono.

“All clear from up here so far.“ Rainbow reported from above.

“Ono? See anything?” Bunga called out to the egret as he closely scanned every little bit to make sure nothing was missed.

“Nope. I think we're good to give Kion the high sign... Wait!” He exclaimed as he spotted the same hyrax from the other day munching on a leaf in one of the trees. “No, no, no! Not again!”

Meanwhile at Big Springs where Kion, Twilight, Beshte, Applejack, and Rarity are meeting face to face with Makuu and the crocs.

“Makuu, you and your crocs need to leave Big Springs now. Or the Lion Guard will force you out.” Kion warned Makuu leader to leader.

“Tough talk, Kion.” Makuu responded as he emerges from the water. “Can you back it up with action?” He then asked as the other crocs from his float pop their heads up ready for a challenge.

“You better believe it.” Kion said as he stood his ground.

Back at the tree where the hyrax is Ono is trying to get him to move to no avail.

“Little hyrax, you need to leave this tree. Something quite dangerous will be occurring soon!” He warned him as he just continued munching on the leaf completely disregarding it.

“If I could climb trees, I know I could get that hyrax to move.” Fuli voiced her irritation that she can’t do a thing about it.

“Wait! I know how to scare him off!” Bunga immediately thought as he climbed up the tree branch. “Hey Hyraxie! Remember me and my stink?” He casually said to him hoping his smell would scare him off, but after remembering the perfume Rarity gave him, realized he doesn’t have his odor with him right now as the hyrax continues eating as he didn’t smell it. “Zuka Zama! My new minty fresh smell! It makes my stink useless!”

“Oh, no! What have I done?” Ono said as he realizes his mistake of trying to mess with nature.

“Guys, we gotta get going!” Fuli urgently told them they need to move him right now.

“I know! But my stink isn't scaring him away! You think I should eat him?” Bunga asked.

“No!” Fuli, Ono, Fluttershy and Pinkie all said in unison.

“Absolutely not!” Fluttershy boldly said with a serious expression.

“Oh for Celestia’s sake!” Rainbow said now very annoyed as she simply flies in and snatches the hyrax and Bunga from the tree branch and flew out of the Roar’s planned range. “Let’s go!”

“Ono, give the high sign!” Fuli told the egret as he does a loop de loop fly maneuver to give the signal to which Beshte saw from above.

“All clear, Kion.” Beshte reported as Twilight and Rarity had their horns lit ready to use their magic should Makuu still refuse to back off even after being shown the dangers of Kion's Roar.

“Okay, Makuu. If you want a fight, the Lion and Pony Guard can bring it. Just be careful what you ask for.” Kion told the crocidle as he prepared his warning.

“Oh? And why is that?” Makuu smugly asked.

“Because of this.” Kion said as he unleashed the Roar as he turns around as all of the leaves on the trees are blown off as a result.

Kion then turned around as Makuu’s smug smile dropped into stunned shock as he suddenly grasps of who and what he is facing off against.

“Um, perhaps it's time we moved on.” Makuu ordered his crocs to move as he regained his composure. “Big Springs is running out of fish anyway.”

Kion smiled seeing this as Twilight gives him a nod to compliment him for standing his ground.

With the crocs departure, the ponies and the Lion Guard managing to escort everyone back to their homes as Twilight then cancelled her force field spell around Pride Rock once the baboons have finally left the place alone.

“That's what I like to see. Everyone back where they belong!” Ono said as he scanned the reorganized Pride Lands as Rainbow flew alongside him.

“You said.” Rainbow high-fived his flying companion as they meet with their friends just as the hippos were walking back in the water as the crocodiles are all leaving at the same time.

“Looks like the Circle of Life's back in balance.” Kion said to Basi pleased that everything is back to normal.

“Yep.” Basi said in agreement. “Except for one thing... Makuu!” He called out to the crocodile leader as he is the last one to leave Big Springs. “Once the fish population is built back up, you and the crocs are welcome to come back. All you have to do is ask.”

“I'll keep that in mind.” Makuu reluctantly agreed as he left.

“So Ono tells me that the perfume did more harm than good.” Rarity questioned. “Well let me just say that I am truly sorry about changing your smell, darling.”

“Me too, Bunga.” Ono sighed as he turned the honey badger with an apologetic look. “It clearly has its uses!”

“Hakuna matata.” Bunga easily forgave them. “I'm sure my minty smell will wear off... And the sooner the better!” He then said as he rolled his eyes in amusement as the hyrax climbed onto him as he likes his temporary fresh scent.

“Aww. I think he likes your fresh smell.” Fluttershy commented as everyone all laughed in amusement.

Author's Note:

In this next episode we of course have Makuu's inevitable takeover of the float which leads to chaos ensuing in his wake.

In terms of ponies getting their chance to shine, there is Twilight providing guidance for Kion when he needs it, Rarity getting in on trying to remove Bunga's stinky scent in the B-plot, while Fluttershy tackles one of jarring moments of the show where he shows Ushari the snake Bunga has crossed paths with kindness.

Of course, I am trying really hard to ensure that the main cast has a fair share of dialogue and spotlight when the plot calls for it while tackling issues that the canon version did along with the way as well as correcting them to the best of my ability.

Next up will be the first of the following four episodes of the MLP world as the focus now shifts back into Equestria starting with "The Ticket Master" which will come out sometime next week depending on my schedule.

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