• Published 13th Mar 2021
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The Pony Guard (Season 2) - MXCDarkHorse2020



As both the Lion and Pony Guard continue to protect the Pride Lands along with Equestria they face bigger challenges than before with their friendship tested more than ever.

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Episode 38: Be Prepared

Episode 38:

Be Prepared

Shortly after his most recent and secret observation of the Lion and Pony Guard, Scar made his way out of the Everfree Forest and towards the field where there is nothing but bare land and dry plants with nothing but a tall hive in the distance. Upon stepping forward into this territory of these mysterious flyers he finds that his magic been rendered ineffective seeing that he is unable to cast a simple spell with a flick and motion from one of his claws.

But Scar didn’t mind since being that he is managed to regain the build he once had when he was leader of the Lion Guard to the point he is now lean and muscular fit for a fast lion like himself. He has grown out of the cowardly phase he had between the day he lost the Roar to the day he was given a second opportunity in life with new magical powers he can use with no consequences for using them for evil.

He had managed to fend off and nearly beat Simba on his own and had managed to take over the kingdom and sway an army of hyenas by his side with nothing but his charming and manipulative nature. He had no reason and had no fear of being alone, unarmed, and unguarded so he pressed forward towards the tall hive without breaking his stride.

With his glowing neon green eyes locked on the hive where all of the dark-colored creatures are flying and buzzing around he takes the time walking over to think about to the day Twilight and Kion along with their friends became the new Lion and Pony Guard.


He was there watching them from the newly created and recently opened portal between the two worlds. Everyday he’s seen them in action and he’s seen them on top of their game. Always there to stop to a threat and solve a problem when it quickly arises and always there for each other when they need each other. Even during its darkest times.

Much like his Lion Guard team during his days as leader of the Lion Guard with the sole exception of never having the Pony Guard since it wasn’t until the day they defeated Nightmare Moon that he was shown that the very first in Lion Guard history. And he never would have been so sure if he hadn’t convinced the former villainous alicorn and now current night monarch of Equestria, Princess Luna, to set up all of those challenges the Guard has been put through together.

Shortly after the Guard’s formation, he makes his way towards the hive where he is greeted by a swarm of the vicious looking flyers that are known as changelings with some of them eyeing him as a threat.

“Halt! Who goes there!” One of the male changelings with purple eyes with matching wings and red scales demanded.

“A lion who’s words of wisdom are worth hearing.” Scar answered without even flinching at the growling and threatening face.

“You!” He scoffed. “Have you looked at yourself in the mirror? How could a lion that no one would and should trust in first sight have anything worth hearing?”

“Because this lion shares a common and mutual enemy that we both want to take down together.” Scar responded while using one of his claws to push him out of his personal space. “Princess Celestia.”

“Hmm…” He then considered with the other changelings sharing the same sentiment. “Very well lion. Then you’ll have to share your wisdom more with us. And you’ll have to take it with our queen.” He then added while locking eyes with Scar. “And better hope that your wisdom is useful, otherwise our queen will have no trouble having you over for dinner tonight.”

“Trust me when I tell you that your queen will want to listen and hear what I have to offer.” Scar returned unfazed by the threats of the lead changeling along with the changelings accompanying him speaking to him on her behalf. “And if she cares about becoming queen as much as I care about becoming king, she will take my advice.”

“Just be careful…” The changeling warned with a grunt in response to his bold stance.

The changelings all locked eyes weary of this sinister lion while they watch over him while making their way towards the hive. All but one changeling who had purple eyes much like the changeling addressing Scar but his were a lighter shade of purple of much and had a little less muscle. In contrast to the others, he looked more nervous and intimidated by Scar feeling he is not someone to be trifled with given the sheer bravery he is showing coming here all by himself without magic.


When Scar makes his way throne inside the hive, through the dark, deep, and mysterious twists and turns of the strange maze, he doesn’t flinch nor break his stride while making his way towards the part of the hive where their leader is. In a large room with sharp spikes on the ground along with an equally edgy and sharp throne fitting for a queen like her. Perfectly so, since the queen herself is a very tall changeling herself who outsizes all of her subordinates and strikes a very similar resemblance to the sun monarch aside from having darker colors than her.

“So…” The long blue-haired changeling began while turning her attention away from one of her cocooned meals from one of their hunts amongst the several hanging from the ceiling. “…what brings you all the way out here and so…alone?”

“I could ask you the same question...” Scar merely replied in the face of the grinning queen ready to pounce on her prey. “… or more accurately, how does a leader such as yourself manage to live all the way out here. I mean considering there’s little food and water here.”

“That is for me and me alone to know.” The queen sharply responded upon seeing that this lion is not simple prey ready to back down without a fight or showing fear in the face of danger. “Now how about you make it easier for yourself and explain to me why you’re here.”

“How droll.” Scar quipped with his voice dripping her agitation while toying with one of the sharp shards with his claws. “It must run across here too. Being so quick to want to get to the point.” He added while crushing it with two digits on his claw. “Very well your majesty, if you must know, I am here to offer you something of interest. A chance to retake something that was ours from the start. Something that you have always wanted in life. Something that you’ve long desired.” He said while approaching the queen who did the same vice versa.

“Get to the point!” She demanded with her long black horn glowing green that threatens to send magic his way if he doesn't tell her what she wants him to tell her.

“Point being, you want to be able to take over Equestria and overthrow Princess Celestia, and I want to be able to take over the Pride Lands.” He answered while pacing around her. “Each of us alone is no match against the power and magic of friendship combined. But together we stand a fighting chance against the very things in life that make everyone weak.”

“For a lion who’s only been here for so little time you sure know quite a great deal about the concept of that dreadful disease.” She sneered at him while he walks by her. “Just how do you know all about this?”

“Well, that’s tough for me to answer because that’s for me and me alone to know.” He merely replied with a rather uninterested expression of wanting to help her…at least what he wants her to think. “So I think I’ll see myself out.”

He turned to leave with the changelings guarding the exit advance on him ready to capture him only to crash into each other when the lion swiftly dodges their pile up.

“Stop him!” One of the changelings cried out while the timid one ducks out of sight to avoid facing off against Scar who just casually walks forward through the hive while evading and dodging changelings like he is just walking through the terrains of the Outlands as part of an obstacle course challenge.

He shows a keen eye towards changelings that try to catch him off guard. He shows bravery in the face of the entire changeling army even though he has no magical powers to back himself up with. He shows quick speed with his equally quick reflexes when knocking away every changeling that tries to charge at him. And is fierce and strong when tackling every changeling that tries to put up a fight and try to break free from his grasp.

All while this was going on the changeling queen could not believe what she is seeing. But unlike seeing this as a meal or victory escaping her grasp, she instead sees this as one truly worthy opponent or more accurately one very valuable ally who is worth listening to. And seeing him establish himself asserting his authority got her to think and reconsider her stance toward him.

Just when Scar made his way out of the hive she quickly flew after him and flew in front of him with the hopes he’ll stop and listen to her.

“Wait.” She said with one of her front hooves raised. “Can we talk?”

“Maybe.” Scar answered with a look of consideration. “Question is are you willing to listen to what I have to say and advise?”

“Yes.” She relented. “I’m listening.”

“Good.” Scar felt pleased with her cooperation. “And I get you might think this a hard decision. But it is the right one and now you just need to be prepared for what’s in store for you going forward. Be prepared for big changes. Be prepared for what I have in mind.”

“Be prepared?” She questioned rather intrigued by his emphasis on those two favorite words of his.

“Yes.” He said with a devious devilish smirk. “Be prepared indeed.”


And with a shake of hoofs and paws the two had an alliance formed then and there and the agreement to take down both Princess Celestia and King Simba no matter what it takes and what obstacles they have to face. Because they have the numbers to match the very power of friendship the Lion and Pony Guard has along with the teeth and ambition to pursue their goals. And that is precisely what they are going to do together.

Throughout the following months, Scar has been secretly keeping tabs on the Lion and Pony Guard by watching them in action unobserved. During the time Simba and Nala were on their weekend trip to the Elephant Lands, Scar started to take a particular interest in the leader of the Pony Guard, Twilight Sparkle upon learning that she too has an older brother she has a great relationship to.

To him, upon further examination this girl has a lot of similarities that reminds him to back when he was leader of his Lion Guard. In fact, he sees a lot of himself in her feeling that deep down under the fur they are the same or more specifically from the friendship lesson both Kion and Rainbow learned ‘Sisi Ni Sawa’. From there, he sees a lot of glimmering potential if allied to his vision and brain with an additional plan to have her join his side for his cause.

To this end, he snuck into the Canterlot Castle during the evening of the Grand Galloping Gala, since the monarchs from both worlds will be too busy greeting their guests along trying to enjoy the party to keep close guard on the vault of treasures and confidential secrets of everyone there.

He managed to obtain the research on all of the most powerful individuals from both worlds while secreting managing to obtain the elements through everyone’s noses. And even went as far as testing both Twilight and Kion from the shadows after seeing the Guard handle Discord which was another test to see how strong their friendship was with taking over Equestria from there would have just been an added bonus for him.

After seeing them all in action, it is confirmed to him that the power of friendship has prevailed through and through no matter what. But at the same time he has witnessed their flaws and vulnerabilities more specifically Twilight and Kion’s. The former has such a perfect relationship with her brother along with a clean streak of excellent grades yet a deeply-saddled fear of failure of that all falling apart. The latter is prone to having a low self-esteem and self-doubt to the point he shuts down without a resolve to fix it often requiring his teammates to help him out of it.

In order to get a better idea of what would the more perfect opportunity to attack and takeover the two worlds he did some research on the upcoming events in Canterlot. So he had to make a personal trip to the Canterlot Castle again to find something very useful to their advantage and he did upon secretly observing the alicorn sisters having a meeting with one of their royal advisors speaking to them of something of great importance.


“So the big Canterlot Wedding will take place here?” She asked of the two.

“Yes.” Celestia nodded. “I will be presiding over the wedding along with Simba. The Lion and Pony Guard will be to help oversee the preparations. There will be guards patrolling the surroundings of the castle at every post. If all goes well, Shining Armor the captain of the royal guard will be married to Princess Mi Amore Cadenza.”

“It’d better be considering that lots of pony’s from all over Equestria along with many Pride Landers will be gathering there at our request.” Luna added with a serious expression. “Therefore we need to be alert at all times and everything does go smoothly. Otherwise, the potential falling out from an unimaginable catastrophe could leave the bond that we started will certainly lead to chaos and mistrust.”

“Rest assured my sister, that we will take the necessary precautions required to ensure that no one will be able to endanger the lives of our citizens.” Celestia reassured.

“Hmm.” Scar said to himself getting an idea after quickly ducking to a nearby corner to avoid being spotted by the three ponies discussing more details on this upcoming wedding. “So Shining Armor, Twilight’s brother, is getting married with lots of Pride Landers and Equestrian ponies gathered in one place at their majesties’ request. That’s a first and something worth paying attention to.” He then said while casting an invisibility spell on himself so he can listen in more without being spotted.

He followed and listened to them talk more about the wedding until they got to their room and shared a very heartwarming moment with each other in light of the 1000 years of separation they have had as a result of Princess Luna becoming Nightmare Moon.

After leaving he made sure to swing by Ponyville for another round of food and supplies for the hungry changelings. Just like the previous times he did it proved to be no more since every time he appears while wearing his dark black cloak showing nothing more but his bright green eyes every scatters and cowers away in fear of him. Pretty much the main reason while they were quick to mistake Zecora as a dangerous threat.

“A whole market all to myself.” Scar remarked upon magically levitating as much food his magic and arms can carry. “This just keeps getting easier and easier every time. Much more so than the time every pony thought Zecora was the evil sorcerer lurking around.”

If only everyone knew who really was behind that cloak from the start because what everyone is now unaware of is the dire consequences that will follow since the real evil sorcerer of magic has set out with a plan to take over both Equestria and the Pride Lands for the taking.

He makes it back to the changeling’s territory where he brings forward Chrysalis and her followers the food he obtained from the market to which many of the changelings eagerly chomped down on the food he provided them while their queen feasted on the information he obtained during his most recent travels.


“A royal wedding?” Chrysalis questioned with a very intrigued expression while reading the confidential files Scar presented her. “Oh how this day keeps getting better and better.”

“You and me both.” Scar couldn’t agree more. “And with this upcoming wedding on the horizon. It sure to be a memorable day that no one will ever forget.”

“It’d sure won’t.” Chrysalis agreed with the many changelings gathering before them ready to discuss this matter some more. “And if any or all of you have been paying attention, you all better listen to us good because what Scar has presented me is presenting us a once in lifetime opportunity. An opportunity for us to take over Equestria along with the Pride Lands to feast on all of the wonderful love any of us could ever hope and dream about.”

Many of the changelings had their mouths watering with some of the dim-witted ones even drooling at the sight while the two changelings that had opposing thoughts in dealing with Scar and they were also brothers too. The older brother of the two was the one that was watching the lion’s every move was ready and on board with his and Chrysalis’s plan. The younger brother was the one who correctly felt they shouldn’t even try to fight Scar and had timid and unsure feelings whether to do the same or not.

“Queen Chrysalis is right.” Scar said. “In order for us to succeed we have to be prepared to strike at the right moment. Just when everyone is all gathered and vulnerable at our mercy.”

“And how do you propose we do that?” The older brother of the two inquired. “Take down and kill one of their strongest and most powerful leaders such as Celestia, Luna, Nala, or Simba?”

“Precisely.” He answered while grinning and balancing his chin on his right paw. “With two more leaders in the mix.”

“Huh?” The changelings all look up questioningly with what Scar has in mind for all of them before pacing around the rocky terrain looking down on all of his new followers.

“I never thought hyenas essential.” Scar began while reminiscing the moment he ended up throwing the hyenas under the bus to save his own skin. “They’re crude and unspeaking plain.” He then focuses back to the changelings. “But unlike them. You all however a glimmer of potential, if allied to my vision and brain.”

Scar then leaps down the ledge he was standing on towards the changeling army. They all scattered and stepped away from him when he lands on the ground. He walks straight forward with cracks from the ground emitting green steam from below

“I know that your powers of retention…”

Scar began singing before circling one of the changelings chewing on a now bare ham bone.

“…are as wet as a warthog's backside. But thick as you are…”

Scar then swats the bone away and out of the changeling’s mouth.

“…pay attention!”

He ordered of the changeling who immediately salutes after giving an apologetic nod before the lion circles around him.

“My words are a matter of pride.”

He sang before waving a paw in front of the changeling’s face.

“It's clear from your vacant expressions, the lights are not all on upstairs.”

He sang with the changeling’s tongue lolling out before crouching.

“But we're talking kings and successions.”

He sang before turning his attention to two changelings snickering from behind and above.

“Even you can't be caught unawares!”

He sang in their faces who both fell back and landed on the geyser’s behind them which exploded and sent them flying upwards.

“So prepare for the chance of a lifetime.

Be prepared for sensational news.”

Scar sang while leaping over to another ledge and stroking his mane when it gets in his face before sauntering along the ledge and corner he is now standing on.

“A shining new era is tiptoeing nearer.”

He sang while tiptoeing right along by Queen Chrysalis.

“And where do we feature?”

She asked before being grabbed by the cheek.

“Just listen to teacher.”

Scar replied to the bewildered changeling queen who rubbed her cheek with a frown for his approach towards royalty.

“I know it sounds sordid, but you'll be rewarded when at last I am given my dues.”

He further sang before leaping up to a higher ledge where another changeling is finishing up the remains of a turkey bone.

“And injustice deliciously squared.”

He sang while kicking the changeling off of the ledge and into a pile of bones below him.

“Be prepared!”

“Yeah! Be prepared! Yeah-heh! We'll be prepared! Heh!” The changeling grinned eager in response before peering up towards Scar questioningly. “For what?”

“For the death of the king.” He answered with his tall shadow looming from behind.

“Why? Is he sick?” He asked while climbing up to his ledge with the lion responding by grabbing him on the throat and jerking him close. “No, fool. We're gonna kill him. And Celestia, too.” He added while dropping the changeling who landed on the ground below him with the two changeling brothers Phyrnax and Thorax helping him up.

“Great idea! Who needs a king?” Phyrnax immediately liked what he was suggesting.

“Or a queen.” The other changeling remarked while Thorax looks aside not liking what he was hearing.

“No king! No queen! La, la, la, la, la, la!” They sang while circling around Thorax.

“Idiots! There will be a king!”

“And a queen!”

The two shouted.

“Hey, but you said-“The changeling standing beside Phyrnax responded while lifting a hoof up questioningly.

“I will be king! And Chrysalis will still be your queen.” Scar stated. “Stick with me…” He told them when yellow pillars of light shine on the wall behind him and Chrysalis. “…and you'll never go hungry again!”

“Yay! All right! All right!” Both Phyrnax and the other changeling both cheered. “Long live the king and queen!”

“Long live the king! Long live the king!”

The rest of the changelings sans Thorax all standing from every ledge all around the hive all cheered before they all filed together in ranks and goose-step past Scar and Chrysalis who both observe from the ledge above.

“It's great that we'll soon be connected with a king who'll be all-time adored.“

They sang together while greatly warming up the charismatic and cunning lion’s leadership.

“Of course, quid pro quo, you're expected to take certain duties aboard.”

Scar sang while lifting a finger before motioning it across his throat to emphasize there will be some killing involved to which Thorax nervously gulped while pressing forward with the march.

“The future is littered with prizes, and though I'm the main addressee, the point that I must emphasize is…”

He sang before leaping down from the ledge towards the changelings in front of him with the lightning changing to red around them, while advancing on a lone changeling, who backs away from him in terror.

“YOU WON'T GET A SNIFF WITHOUT ME!”

He shouted at him just when a fissure opens beneath the changeling who yelped upon being swallowed up by the opening of it which terrified Thorax greatly and confirmed that Scar is definitely a sociopathic monster like Chrysalis.

“So prepare for the coup of the century.”

Scar continued singing the geysers begin to erupt red hot lava, causing pillars of rock to rise into the air with Scar himself jumping onto one of the rising pillars on the ground.

“Be prepared for the murkiest scam.“

Scar sang while hoping on another rising rock pillar while a trio of changelings sing to the beat wagging their rumps in unison while Scar sings his praises from the rising pillar he is standing on.

“La, la, la!”

We’ll have food!

Lots of food!

We repeat!

Endless meat!”


“Meticulous planning...

Tenacity spanning...

Decades of denial...

Is simply why I'll...

Be king undisputed, respected, saluted, and seen for the wonder I am!”

He sang with two changelings shaking animal skeletons around with their teeth.

“Yes, my teeth and ambitions are bared.

Be prepared!”

The changelings all dance from rock pillar to rock pillar with one changeling playing an animal spine like it's a xylophone.

“Yes, our teeth and ambitions are bared!“

Scar, Chrysalis, Phyrnax, and all of the changelings minus Thorax all sang together before finishing together with the now nighttime sky with the crescent moon shining behind them.

“Be Prepared!”

Everyone all laughs together menacingly with Chrysalis flying up at Scar’s eye level who is standing on the top of the rock formation created from the pillars when the red light of the geysers die out.


Back to the present day, Scar makes his way towards the changeling hive where all of his followers are all ready and eager to greet him…

Along with more of his followers from the Outlands in the other realm. While everyone was focused on the national dessert competition he conjured a portal for the Outsiders to make a quick teleportation from the Outlands to outside of the changeling kingdom.

Needless to say, they were all surprised to see themselves whisked inside the portal and found themselves nearby terrain which looked very similar to their home and much more so upon seeing that Scar who they thought was dead is alive.

“Ah, Zira. There you are.” Scar greeted the red-eyed lioness who bowed before him along with the other Outsiders. “Glad you all could make it.”

“If this means an opportunity for revenge along with taking back what’s yours, I’m in.” Zira returned with a vicious grin. “Especially after that pesky lioness took my magic away.”

“Not to worry my dear.” He assured. “You’ll get it soon enough because I have a plan.”

“Aw, yeah! Let’s hear it!” Nuka crazily jumped ready to hear it with Zira snarling at him to control himself to which he quickly does with a nervous chuckle.

“What’s the plan?” Vitani asked with open ears.

“As you now may have heard…” Scar began. “The Pony Guard leader’s brother is getting married to Princess Mi Amore Cadenza. Which means when the time of the wedding comes we make our move.“

“I like the sound of that.” Nuka smirked maliciously.

“And what about the leader of the Pony Guard?” Vitani questioned. “Didn’t you say you had plans for the girl.”

“I do, Vitani.” Scar nodded. “Big plans for her. Big plans indeed.” He chuckled more focusing his attention to all of his followers ready to listen in on the lion’s master plan of his takeover attempt at the Canterlot Wedding with his sinister green eyes glowing before starting. “Now…here’s the plan I want you all to follow and what I want you all to do…”

Author's Note:

In this episode with Scar himself getting the Day in the Limelight, we see what our mysterious foe has been doing through the first two seasons of this series.

True to character, all of that spying and monitoring of the Guard is gathering valuable information planning and plotting a perfect coup to overthrow the alicorn princess along with the lion king and who better to do it than with Queen Chrysalis herself along with her changelings. And it is about to used to their advantage with the upcoming wedding that will take place in the next and final two episodes of Season 2.

Everyone one of them including Queen Chrysalis are doing what Scar will want do and that is to Be Prepared...

...along with Zira and the Outsiders who are all now on board with Scar's plan in his attempt to take over Equestria and the Pride Lands so stay tuned because we will see them all in action as Season 2 prepares to draw to a close.

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