Since Timon knew Pimon was alone that he could relax a little, he teleported back in the oasis and infront of him were his former friends back in hyena form.

"What are you doing here?" Timon asked coldly, they turned to look at him with fright.

"Timon!?" Shenzi spoke.

Timon just rolled his eyes "Who did you think it was, this is my home and I'm the only meerkat left" he said, then narrowed his eyes.

"But you didn't answer my question" Timon told them "What the hell are you doing here?" he asked.

"Looking for you" Raka answered.

"Hmmp" Timon grunted "Didn't I tell you once you've turned back you can you can never come back?" he questioned "This is a predator free environment" he told them.

"We just wanted to talk" Banzai told him.

"If your trying to keep me from ending Pimon well you might as well leave now" Timon told him "Besides your probably trying to find my weakness but I have none" he said.

"What are you t-?" Shenzi started.

"Don't bother denying it I heard everything Simba told you" Timon told them causing their eyes to widen "that once you find my weakness you exploit it and kill me" he hissed.

"You were watching?" Raka asked.

"You better believe I was" Timon snapped "But that would be serious mistake" he said.

"I should've just left him in the position all those years ago, I never should've brought my clan here" Timon hissed.

"You don't mean that" Raka said

"Yes this once I mean what I said" Timon replied.

"If you hadn't Simba wouldn't reclaim his home and Scar would be ruling still" Shenzi told him.

"But I can't be distracted by a lifelong friendship interfere with my work" Timon imitating Simba which would've been funny if it wasn't serious.

"He didn't mean that" Shenzi tried to expalined.

"You dare to excuse me of mishearing" Timon hissed "I heard exactly what he said" told snapped at her "Now get out of here I have to prepare myself for tomorrow night" he said, then he walked off when he was gone.

"Well that could've gone worse" Banzai said.

"Lets get out of here" Raka said.

"Yeah he keeps getting worse and worse the more corrupted he gets" Ed agreed.

"No I'm going to fulfill Nina's wish" Shenzi said before running off to where Timon disappeared.

"Fine we'll wait" Banzai replied.

Timon climbed up to the top of the mountain in the middle of the jungle, he sat at the very top of peak and looked out over the jungle. Timon for the first time felt lighter knowing once his enemy Pimon was dead he would finally stop being fighting and live his life. But then a thought came into his mind even if he did finally finish what he worked so long to do since he was wanted he thought of running to another place like in the mountains he could climb or teleport there, but then again Simba wouldn't stop till he was dead, Then Timon started to get tired and fell asleep right on top of the mountain.

Timon woke with the sun flashing in his face Timon groaned from the suns rude awakening, he sat up and stretched bones cracked and popped, then he started to meditate and had flashes of a vision. In his vision he was laying on the ground with Shenzi standing over him with blood around her lips and had a sad look on her face.

"I'm sorry please forgive me" Shenzi said before her mouth came down on him with a deadly bite and Timon snapped out of his vision with a start.

"Well that could complicate things" Timon muttered "me dying at the jaws of my once new friend" he grumbled, but then Timon thought of something the reason why Simba wanted the hyenas doing his dirty work because he still didn't trust them completely.

"Well this is my life shouldn't I live the way I want" Timon added "I have the power to make things right and Simba wants to stop me?" he said. Timon climbed back down the mountain with the same prowess coming up. Timon then came into his training grounds and started to train, throwing every single move he knew like his life depended on it, he did 200 push ups, 100 situps and 145 pull ups after a couple of hours Timon went and cooled off in a stream, he got out and dried off. Then he went into his eating station where he started a fire and cooked a huge hunk of meat and cooked till the meat was juicy, Timon got a barkplate and using a sharp claw he flicked on his finger, he cut off a chunk of meat and ate it then did the same thing countless times.

"BBBBRRRUUUAAAPPP!" Timon belched out loud, Then after a 30 minutes Timon heard a twig snap and a rustle of bushes Timon got up and dropped in a combat stance, he looked and saw Shenzi came out, Timon let a growl of frustration and relaxed but stayed in his stance.

"Oh for, Shenzi!" Timon groaned "How did you find me and what are you doing here?" he was still on edge after his vision he had.

"I just heard you burp 30 minutes ago and two I smelled fire" Shenzi told him causing him to curse to himself he should've bean more quiet and should've known better to set a fire when there was hyenas in the jungle looking for him "and I just want to talk" she said.

"About what?" Timon asked "trying to make me see reason" he snarked.

"Is this anyway to treat a friend?" Shenzi questioned.

"Oh where are my manners help yourself" Timon gestured to the half eating meat, he backed a few feet back when Shenzi came closer and started to eat famishedly.

"And I really don't have any friends anymore" Timon spoke causing Shenzi to do a spit take, which would've hit Timon if his reflexes weren't good as they were.

"Don't say things like that" Shenzi scolded "You may not have Simba or your meerkat friends but You still have me" she said, This really confused Timon.

"You still consider me a friend after things I've done?" Timon demanded recalling all the lives he had taken on his quest for vengeance.

"Of course I do, I did terrible things but you still took me in" Shenzi reminded.

"But your deeds pale in comparison to things I've done" Timon told her "I've seen fear in yours eyes when you were watching me fight and kill" he said "I thought hyenas were the ones that were fearsome not fearfull?" he asked.

"Even were afraid of something" Shenzi insisted.

"Better eat your meats getting cold" Timon told her which she listened. But then something was keeping him from getting too close, Timon didn't know if it was because of his vision or he didn't trust her.

"Why are you standing over there?" Shenzi asked noticing he was a few feet away.

"If there is one thing I still have a sense with is never get between a hyena and their food" Timon told her.

"Hey! I don't act like that" Shenzi spoke defensively.

"Why you getting defensive then?" Timon smirked, Shenzi just ignored him and finished the meat she was eating.

"Okay thanks for the snack and i'll be going" Shenzi said before walking off.

"Kay by" Timon replied thinking she was gone "Phew" he said.

"Ah ha!" Shenzi's voice yelled out, causing Timon to jump into a stance he got out of it rolling his eyes, Shenzi walked out of a bush "You were trying to make me leave by feeding me" she scolded.

"No I was just trying to keep you from being hungry" Timon lied.

"Do you honestly think you can deceive me after I already been deceived?" Shenzi questioned.

"You would be a fool if you did" Timon pointed out "what ever business i have with Pimon doesn't concern you or the others, It's mine" he snapped.

"Why are you getting angry with me?" Shenzi demended.

"I don't know, because maybe you were trying to stop me from going after Pimon like the others, this is true justice" Timon hissed.

"What your doing is far from the line of justice, this is revenge" Shenzi insisted.

"Your sounding just like Simba" Timon hissed

"Simba's right haven't you spilled enough blood?" she asked.

"I really don't care anymore" Timon interjected.

"he and the others were right there is really no light left in you" Shenzi said.

"I don't want to hear another word about Simba" Timon bared his teeth "He turned his back on me don't you turn your back on me" he said.

"I don't know you anymore" Shenzi sadly spoke.

"You don't know me, you just only recently been with me, you don't know me at all" Timon snapped

"I know the rage the drives you" Shenzi tried to say.

"No you don't" Timon told her "what drove you pales in comparison what fuels me" he said "if you did you would've gone after those outsiders they way I went after those rogues" he pointed out.

"Your right I don't" Shenzi told him "But the Timon I met when I was a meerkat was still there, now all I see" she started.

"Go on say say it" Timon told her

"Is a monster" Shenzi said.

"You know I have been called that many times, I honestly lost count it won't faze me" Timon told her "I really don't really care what anyone thinks about me anymore" he said.

"You know Simba is not going to stop till your dead" Shenzi reminded.

"I'll just disappear again like I did before" Timon told her.

"You think You'll get far when your wanted?" Shenzi asked.

"From the things you've done in the past I'm surprised your not wanted" Timon shot out.

"You've been spying on me?" Shenzi demanded.

"No I've heard rumors about you" Timon told her.

"Which their going to have rumors about you" Shenzi pointed.

"You have any idea many lives I've made better for some not just me?" Timon questioned "and if you of all can't see that then your no different from Simba" he told her.

"Of course I do, I just want to know if there is still light left in you?" Shenzi told him.

"I think you already know" Timon stated.

"You mother came to me awhile ago, and said there was still good left in you if there wasn't you would've killed everyone you cared about" Shenzi said causing his eyes to widen at the mention of his mother.

"Hmmp" Timon grunted "My mom seems to trust you but Simba doesn't" he spoke.

"What do you mean by that?" Shenzi asked.

"Well even a blind meerkat can see he doesn't trust you completely" Timon told her "Thats why he wants you to do his dirty work" he sternly pointed out.

"Isn't that all you wanted to live in a life in the pridelands?" Timon asked.

"How did you know that?" questioned Shenzi.

"I could sense you were happy there" Timon told her "I can still sense happiness from others" he said.

"You may not have avenged your clan but I can bring you peace" Timon told her.

"How?" Shenzi asked.

"I have a plan" Timon told her.

The plan

Shenzi, Banzai, Ed and Raka teleported back to priderock thanks to Timon.

"Whoa he teleported us all" Raka said, then Timon appeared.

"The dark-side is a pathway to many abilities some claim to be unnatural" Timon told her keeping his voice down "remember the plan" he told Shenzi, she nodded sadly. Raka, Banzai, and Ed nodded, they all fell on the ground pretending to be knocked out.

"Don't come in my home again!" Timon spoke loudly so Simba could hear and minute later, Simba came running out of Priderock and gasping seeing the hyenas on the ground and Timon.

"This is what happens when you try to turn my old friends against me!" Timon yelled in anger then teleported away, then Shenzi and the others got up and let out a pretend groan of pain.

"What happened?" Simba demanded.

"Well we tried to find a weakness he has none, then he found out and he attacked us, for a second I thought he was going to kill us" Shenzi told him.

"He crossed the line" Simba said severely.

"Maybe you did first, you turned your back on him and used us to find a weakness" Banzai glared.

"I had no choice" Simba insisted "It's the law" he said "Zazu!" he hollered a few seconds later, Zazu was there.

"Yes sire?" Zazu asked.

"Find Timon and tell him to come here" Simba ordered.

"Yes of course sire" Zazu said before flying off.

"What are you planing on doing?" Raka asked.

"What you guys failed to do" Simba answered

"So Timon was right Simba doesn't trust us" Shenzi thought to herself.

"You will fail" Shenzi said.

"I think not" Simba insisted. But Shenzi and the others had their doubts, if Timon can take out outsiders with hardly any effort then what can Simba do?. Shenzi remembered what Timon told her before they arrived here.

(Flash back)

"You may not have avenged your clan but I can bring you peace" Timon told her.

"How?" Shenzi asked.

"I have a plan" Timon told her.

"What plan is this?" Shenzi asked.

"You make Simba think your still working with him" Timon told her.

"How?" Shenzi asked.

"I will teleport you and the others to Priderock and I will appear also and you guys pretend you did try to find my weakness but I found out and attacked you" Timon explained.

"That is awfully deceitful" Shenzi told him.

"Can you save your comments till after I'm done please?" Timon questioned.

"Sorry" Shenzi apologized.

"We both know Simba will try to call me out" Timon told her "But if he fails which most likely he will, I presume he will most likely turn to you" he said. Then Shenzi started to get what he was saying because it should on her face "You most be the one to kill me Shenzi, only then will Simba trust you completely and give you what you want but you most wait till Pimon's dead and I'm at my most vulnerable and I will help with that" he said.

"How? your too strong" Shenzi said.

"I will do what I did before when changed" Timon said.

"What was that?" Shenzi wondered.

"You remember when you and the others found me meditating?" Timon reminded her.

"Yes" Shenzi answered.

"Well I was trying to get some peace but I just only embraced my darker side of me, and I can do the same thing to turn back to normal " Timon continued "but this time I have to be knocked out" he told her.

"And once that happens the fatigue from the battles I fought will catch up to me leaving me at my most weakest state, but a part of me will still want to fight back but don't worry I will go back to just a normal meerkat" he told her " Thats when you strike" he added.

"But I don't even know where it is" Shenzi insisted.

"Pimon is at a canyon 30 miles from here get The baboon to teleport you there" Timon said "and I want you to promise me something" he added sternly.

"What?" Shenzi asked.

"Take my body to my old home and give me a warrior pyre, I've told you about those and you know where it is" Timon said.

"I do, yes" Shenzi replied sadly.

"And don't be grieving over me, live your life" Timon added sternly seeing her reaction "Give me your word" he said.

"My word" Shenzi answered.

(Flash back ends)

Zazu was flying over the lands trying to find the meerkat named Timon, the sun was starting to set when Zazu found Timon he was just stepping out of the oasis.

"I saw you coming bird!" Timon yelled "I'm going!" he said teleporting away.

"That was easy" Zazu proclaimed, turning around flying back to the Pridelands. He arrived hours later it was starting to get dark when he screeched to a halt, Simba was lying down looking a little beaten up.

"Sire what happened!?" Zazu asked.

"Timon" Simba groan "Trespassing was wrong but attacking a king, thats starting a war" he said "Shenzi!" he called, he heard paw prints coming Then Simba looked at Shenzi "It's up to you now" he told her.

"I agree" Shenzi replied "but I'm going to need the baboon" she said.

"What do you need?" Rafiki's voice rang out, she looked up and saw the baboon perched on a tree.

"Teleport me to the canyon the one where Timon's going to" Shenzi ordered.

"as you wish" Rafiki replied but knowing what Timon and her were planing but didn't say anything. Rafiki waved his staff and a smoke ring appeared around Shenzi and she disappeared.

(Hours earlier)

Simba was standing outside Priderock alone waiting for Timon to show up after telling Shenzi and the others to stay back. It was getting a bit darker each minute then Timon appeared five feet from him, with a grim look.

"What do you want?" Timon snarled.

"It's time to pay for your crimes" Simba answered.

"I never commited a crime other than delivering your mates planning killer" Timon hissed.

"and you did it again after attacking Shenzi and the others" Simba said.

"Only because you turned them against me!" Timon growled.

"You've done that yourself" Simba replied severally.

"All you had to do was stay out of my way but you didn't listen, you have no one to blame but yourself this time" Timon told him "You brought this upon them" he said.

"I truly have nothing to loose, you will not take anything from me!" Timon yelled.

"Your anger and lust for power already done that" Simba said.

"I have brought peace and freedom to myself!" Timon barked.

"You have let these dark forces that grew in you to twist your mind till, you've become the very thing that appears in others nightmares" Simba told him.

"Friends come and go, power is forever" Timon smirked evilly.

"Your reign of terror is over" Simba said narrowing his eyes.

"Don't make me hurt you" Timon growled narrowing his eyes "I said once if your not with me than your my enemy" he said anger growing in his words.

"Only someone filled with hate and evil acts in absolutes, i will do what I must" Simba said crouching.

"You will try old friend" Timon hissed clenching his fists.

Simba made the first move he sprang at Timon but Timon just raised his hands and using his telekinesis stopped him then slammed Simba on the ground and did a pushing movement and Simba flew several feet away. Simba looked at Timon and saw raw anger in his eyes with killer intent within, Timon got in a combat stance. Simba ran at Timon but reacting fast he waved his hands on the ground and moving them with effort two huge rocks were ripped from the ground.

"Hrrth!" Timon grunted and moved his fingers open the two rocks ripped to small pebbles, then Timon raising his hands and shot his arms straight at tossed the pebbles at Simba each one hit leaving bruises on Simba, but Simba ignored them and continued to run, Then Timon grunted and sended up a wall of flames forcing Simba to stop, then, Timon jumped through the flames looking like the devil himself and landed in front of Simba, with jerked his hands out and Simba flew and slammed into some rocks. Timon then stopped the flames, Simba came limping out of the rocks.

"Your tougher than the outsiders, because they lacked the proper nutrients but you will fail against me just the same" Timon observed "But I'm not going to kill you because the Pridelands needs it's king, so be thankful for my mercy" he said.

"Good by Simba" Timon said turning and walking away. When Timon had his back turned, Simba picked up a rock size of a oversized coconut and threw it at Timon, but Timon whipped around and raised a arm and snapped out his hand and the rock stopped, Timon then made a turning motion an the rock turned around and flung his fingers out and the rock hit Simba in the head knocking him out.

"The mighty have fullen" Timon muttered, then teleported away.

(Present)

Timon teleported to the canyon for the third time and Pimon was waiting on the top, Timon came into Pimon's vision.

"You actually stuck around I'm surprised" Timon said impressed.

"You think I would run from a second chance to finish what I started" Pimon replied.

"Actually the one he has a chance is me, I've grown stronger even for a lion to stop" Timon hissed.

"Yeah right" Pimon sneered "last chance to walk away" he said.

"Ha, you threaten me?" Timon said with fake humor "Please I've come too far for anything else, welcome to the end of your life and I promise it's going to hurt" he vowed.

"You going to kill me?" Pimon wondered.

"What do you think?" Timon snapped "Now I came here to fight not talk" he growled. The two enemies circled each other looking for a opening, the sky blackened and thunder crashed, the lightning exploded as air crackled with tension, as the two meerkat stared each other, Pimon with anger in his eyes and pure and raw unbridled hate blazing in Timon's.

"Make your move!" Timon yelled with anger.

"You first!" Pimon yelled back.

"Grrhaa!" Timon yelled as he charged at Pimon as he did the same, Timon ducked under a rightcross and grabbed Pimon around the midsection lifted him up and fell back with him, slamming Pimon on the ground hard causing Pimon to gasp, Timon didn't waste a minute and pinned a knee on Pimon's chest and punched him repeatedly in the face with nothing held back, Pimon caught a fist and pushed Timon off. They scrambled to their feet, Timon swung as Pimon turned and got him right in the mouth with a rightcross, then grabbed his head and slammed a righthook to his jaw and slammed his knee into his stomach then kneed him in the face, making Pimon's head to shoot up and slammed him down with a sidekick to the midsection, Timon backed up a few feet. Pimon got up, he had a bloody nose.

"Is that the best you got!?" Timon yelled.

Pimon yelled and charged at Timon and swung, Timon sidestepped and ducked each punch, he sidestepped a kick.

"Hold still!" Pimon yelled and swung.

"Okay!" Timon yelled back as he stepped moving and caught Pimon's fist with a hand, and punched him in the mouth and twisting Pimon's hand to the ground sending him on the ground on his knees and kicked him in the face with a foot, sending Pimon on his back, Pimon got up and Timon tackled him to the ground and started to pummel on the other meerkat, Pimon got Timon with a kick to the stomach kicking him off of him, Timon rolled to his feet.

"Come on is that all you got!?" Timon demanded.

Pimon tried to tackle Timon but Timon just stepped and to the right a little forward looping his arm with his trapping him and Timon grabbed a hand full of fur on his leg and whipping around throwing him away. Timon came blitzing at Pimon, as he got up Timon sended a right roundhouse to his face sending him flying back. Timon quickly got up to Pimon and grabbed him by the back fur and picked him up and slammed his knee into his stomach several times and then threw Pimon into a dead tree, the force caused the tree to full down and Pimon's body caused the tree to full inwards and on him, Timon ran up to him and picked the tree off him and threw it away, Pimon swung one of the broken pieces but reacting fast as usual raised an arm and blocked it the piece broke. Pimon tried to stab Timon but he sidestepped and captured the arm and rammed a roundhouse to his ribs causing Pimon to clutch his side where he kicked, then Timon shifted on his balancing foot and slammed a heelkick into his other ribs, breaking a rib and causing Pimon to drop the stake, Timon pulled Pimon in then slammed four vicious uppercuts to the right side of his ribs with his rightfist, cracking and breaking two ribs with each hit, then grabbed Pimon by the throat and choked slammed him on the ground and stood up. Timon started to kick Pimon in the side several times and kicked him in the temple sending him flying four feet to the side.

"You've have no idea how long I waited for this moment!" Timon ranted while lightning flashed and thunder crashed "and now your fighting like a sissy, your weak and I've outgrown you!" he said with a low deadly voice as he walked up to him, then it down poured on them.

"You can't be this strong!" Pimon protested.

"Or perhaps you just got weaker over the years" Timon suggested savagely.

"Ahh!" Pimon yelled with fury and swung up wildly getting Timon under the chin sending him on the ground and didn't get up.

"Ha!" Pimon cheered and approached Timon, he looked to be knocked out, Pimon got started to kneel. But then Timon's eyes snapped open and got up to his knees with a alarming speed and slammed a massive uppercut to the lower stomach making Pimon to double over, Timon then slammed a kick into Pimon's chest sending him on the ground.

"Make sure your enemy is down for sure" Timon smugly said "It's going take more than that one to knock me out!" he barked. Timon got into a fighting stance and waited for Pimon to stand back up, Timon then circled behind Pimon without him knowing.

"Where did that coward run off to now?" Pimon grumbled.

"Try looking over your shoulder" Timon's cold voice rang from behind him, Pimon turned and swung but Timon tilted his head to the side to avoid. Then putting all his weight forward Timon punched in the face several times, before taking his legs out from under him with a leg sweep and slammed Pimon on the ground with a elbowdrop on the chest. Pimon got up holding his chest with pain panting heavily with anger, Timon smirked evilly and made a "come at me" motion with a hand.

Pimon started to swing but found himself on the ground hard holding his stomach after got a powerful frontkick, Timon moved so fast Pimon's eyes couldn't see the move. Pimon got to his feet and doubled over as Timon threw a rightjab into his midsection, then Pimon swiped at Timon but he weaved to the left dodging it and swung forward and slammed a roundhouse to his stomach hard causing Pimon to collapse But Timon caught him and slammed a rightcross to his ribs doubling him over, but Timon just lifted him back up and slammed 3 strong jabs to his nose and connected a elbow strike to Pimon's temple, then wrapped an arm around his midsection and turned and lifted Pimon off the ground and slammed him back down, Timon slammed a kick into his side as Pimon tried to get up sending him back on the ground. Pimon picked up a three inch flat rock, Timon swung as hard as he could, Pimon raised the rock to block it and the rock shattered from the enormous amount of power behind Timon's fist and slammed into Pimon's chest sending him flying 40 feet away on the ground grunting.

"This can not be, I can not be beaten by a pushover" Pimon grumbled.

"A push over is one thing I'm not" Timon spoke aggressively, Pimon looked and Timon was suddenly over him, then slammed Pimon on his back and his breath left him when Timon dropped a knee on his diaphragm and started raining punches on Pimon's face, he tried to push Timon off but Timon just placed a hand roughly on his chest and slammed him down on the ground and slammed rightcross in Pimon's mouth sending a tooth out, Timon continued pummeling Pimon for 30 minutes till Pimon's face was bloody, then got off of him.

"I'm going to kill you Pimon and when your in hell I want you to remember what happens when you destroy a good meerkat and leave them alive" Timon told him.

"I'm taking you with me then" Pimon said standing up weakly.

"Fat chance" Timon hissed as he slammed a plam down on Pimon's chest sending on the ground in his weak state "but don't worry perhaps I'll meet you there and kick your ass all over the fires of hell" he promised, then Pimon charged at Timon, but Timon thought he was moving in slow-motion, so Timon crouched and rained dozens of punches in his ribs and midsection and knocked him on his back with sidekick to the chest. Timon grabbed Pimon by the chest and lifted him up and rammed a uppercut into his lower stomach and drove a rightcross into his midsection followed by a cannonball fist into Pimon's sternum hearing it crack, Pimon kicked Timon off of him but just got up and when Pimon was charging, Timon raised a hand and stopped him with his telekinesis.

"Hey you said you wouldn't use those!" Pimon barked.

"Perhaps I should've said more, if you give me a good fight then yes, but you hardly did, and I'm just getting bored" Timon said grimly, then Timon rammed his fists and feet against Pimon's face and midsection and chest and back hard, using every move he knew like he was rehearsing on the leafbag in the jungle, then stopped his telekinesis and threw a righthook sending Pimon off his feet and onto the ground roughly, Pimon felt every bone in his body was either broken or cracked, his jaw was shattered he couldn't talk, just a mumble or grunt came from his lips.

"Pathetic" Timon hissed down on Pimon's broken body, he grabbed Pimon by the throat and picked him up and squeezed the hand around his neck harder "say goodnight forever" he said, Pimon tried to say something but couldn't but Timon could see "Oh what was that I couldn't hear you" he said, then placed a hand on Pimon's jaw and used his energy to heal his jaw so Pimon could talk.

"Please I'm sorry, forgive me" Pimon said desperately trying to escape.

"You think I'll ever forgive for what you've done" Timon asked "I will never forgive you and what you did to our clan" he snarled, then decided enough was enough from this fight and switch his hands around Pimon's throat and twisted and "CRACK!" went his neck and dropped Pimon's dead body unceremoniously on the ground, then kicked his body over the canyon bones could be heard snapping, Timon looked at Pimon's dead and broken body with hardly any remorse or regret.

"Good riddance" Timon hissed.

Last fight

Then Timon after a couple of seconds, he felt a presents ten feet from him.

"You know you can't sneak up on me" Timon said with back still turned.

"It doesn't have to be this way" Shenzi told him.

"Don't tell me what to do!" Timon snapped still on edge.

"What you just did was to dishonorable and evil" Shenzi hissed.

"Maybe dishonorable but not evil" Timon interjected "the one is evil was that meerkat" he told her and chuckled evilly.

"You don't know how far you've fallen" Shenzi told him.

"Of course I do" Timon said turning around and glaring at her "I hit rock bottom I've just drag Pimon and the rogues with me, now I'm going to drag everyone that crosses me along" he told her.

"Your deeds end here" Shenzi spoke sternly.

"Do yourself a favor a go away before you get hurt" Timon grimly spoke "Or should've brought more help" he said.

"I can't do that" Shenzi replied "and I'm not alone" she said.

"Oh really because I see no one but you" Timon pointed out.

"I know there is still light in you Timon let it out" Shenzi said.

"When I killed Pimon, the light that was left with me snuffed out" Timon hissed "I'm just a shadow of myself" he said, as he used his telekinesis to push her away 5 feet.

"I give you a new life and you turned against me" Timon hissed before walking forward, Shenzi got up ready to fight. Timon ran at Shenzi at a terrifying speed as he approached her jumped and kicked her in the chest making her slam back on the ground.

"Grr!" Shenzi growled and swung at Timon who ducked and threw a high sidekick to the chest making her stumble back, then grabbed her by the neck and threw her to the side, but faster than he could react Shenzi slammed a hindleg against the side of his head sending him flying 20 feet away, then rolled up to his feet.

Timon sprinted at Shenzi and she ran at him, Timon teleported up to her and knocked her back with a uppercut to the chin, Shenzi quickly recovered and started to swing but Timon just dodged and weaved and got underneath her and jumped and slammed the palms of his hands into her lower stomach making her fly 10 feet on the ground.

"Don't forget who taught you how to fight hyena" Timon hissed.

"You know there was a time I would take a hit for you" Shenzi said as she got up.

"You just did" Timon said smugly "You really think you have a chance I can take down a lion by myself" he asked.

"You think your the only one that can?" Shenzi demanded.

"Other then your mother no, but the fact is your not your mother, your just a hyena I trained" Timon shot back, sending a stake through her heart but then realized Timon was just speaking from his own pain and despair, then shook it off.

"and if this all you can do then you haven't learned a thing" Timon said simply, that sended indignation through Shenzi and ran at Timon and knocked him to the ground, then as he was getting up sent him flying with an uppercut to the chin, shaking his head to clear his head.

"Thats more I like it" Timon smirked evilly getting up and facing her, then sended pebbles at her as she was running making her stop from the sting of the blows, he sprinted at him and slammed a double palmheel strike to the chest sending her flying back.

"Shenzi what are you doing?" good Timon's voice rang in her head.

"Trying to knock you out so you can go back to normal" Shenzi replied back in his head "But your putting up a fight" she said.

"Oops forgot to mention that" good Timon's voice said.

"You think?" Shenzi snapped.

"What are you wanting!?, for fight!" Timon barked "Stop staring and move" he said, then teleported up to her "fine, i will then" he told her.

"I'm not going to" Shenzi said "Either are you" she told him.

"And whos going to make me?" Timon demanded, then raised a fist to strike.

"oh no you don't" a voice rang out.

"Huh whos there?" Timon asked, then suddenly couldn't move move "Why can't I move my arms?" he asked alarm, then a good like Timon was holding onto himself.

"It's over" good Timon told him "Didn't you mother tell you not to, hit your friends?" he said.

"Stop let go!" Dark Timon ordered, trying to get out but good Timon had a tight grip.

"Now Shenzi!" Good Timon barked, then Shenzi slammed a righthook against his temple knocking him out.

(Inside Timon's mind)

Dark Timon opened his eyes and found himself in a dark empty place.

"Peace and quiet, nothing but darkness" Dark Timon said happily

"And me" a voice sang, Dark Timon looked and his red eyes widened with anger seeing his good side.

The two Timon's were standing in a black empty space.

"You let that Hyena knock me out, to stop me!?" Dark Timon yelled angrily.

"That was the plan" Good Timon told.

"We were suppose to be respected and feared not have anyone stand in our way" Dark Timon said.

"The plan was to destroy the rogues and Pimon which we did, and you tried hurt our friends" Good Timon replied "I've should've known better to let my darker-side to control me" he said.

"I gave the power to destroy your enemies and drove you to get what you want" Dark Timon said.

Good Timon was silent

"Now you get it, ever since Pa died, I fed off your despair and anger, then disappeared in your mind, but then I returned when Ma and Uncle Max died and were burrowing into a cocoon of hate and vengeance, and to put a stop to it, I stabled it to drive you to the path your on now" Dark Timon explained.

"I may have took control but you didn't try to stop me" He added.

"Yeah that was a mistake indeed" Good Timon, then the black empty space turned bright blinding Dark Timon.

"What are you doing?" Dark Timon demanded.

"Clearing my mind and turning back to good" Good Timon said with determination.

"NOOO!" Dark Timon yelled as he seemed to vanish into the light.

"Good ridance" Good Timon spoke, before the scene vanished.

Timon opened his eyes, they were brown again and looked at Shenzi.

"Thanks" Timon said.

"Don't mention it" Shenzi smirked.

Then Timon suddenly felt a serge of anger flowing through his system and his eyes turned cold.

"You think this is over!? Timon yelled and lifted a hand and tried to use his telekinesis but couldn't.

"I wouldn't try it, your just a Meerkat now" Shenzi told him.

"You underestimate my power" Timon growled and threw a punch at her, but Shenzi caught his fist with a paw and punched him in the stomach sending him doubling over coughing, tried to set her on fire but couldn't either.

"If trying to set me on fire it won't work" Shenzi told him and swung again, Timon tried to teleport away but couldn't and got punched in the face again sending him stumbling back, Shenzi walked up to him, Timon then tried to use mind control.

"Get away from me" Timon ordered, Shenzi stopped pretending to be control and walked past him. Then Timon landed on the ground holding the leftside of his ribs after Shenzi sended a sidekick to his side.

"Like I said your just a meerkat" Shenzi told him.

"Doesn't mean I can't still fight back!" Timon yelled with anger and charged at her and swung, Shenzi just stepped side and slammed her hindpaws against his back sending him on ground 20 feet away, Timon got up and his breath left in a whoosh after another punch to the stomach, Timon ducked a roundhouse and got her in the cheek hard but Timon's fist started to shoot a sharp fiery pain in his fist, Then a elbow connected with his temple sending him on the ground hard.

Timon felt where her elbow hit and looked at his hand and saw his blood, Timon growled with rage seeing his blood spilt for a log time and it wasn't healing, which meant his healing factor was gone also.

"God dammit" Timon muttered, He walked up to Shenzi.

"You'll pay for that" Timon growled.

"What part of normal meerkat you don't get?" Shenzi hissed, Then Timon quickly slammed his palms in her chest but she didn't move, He tried to jump and kick but she blocked his foot with her arm and knocked him away with a round house to the face, as he was getting up Shenzi slammed a paw against his chest pinning him down.

"Enough it's over!" Shenzi ordered.

"Never!" Timon yelled and claw her paw which she started to increase her pressure on it, Timon could feel his ribs crushing inwards and his muscles begging for it to stop and his vision to haze, Timon heard dozens of cracks from his ribs followed by a snap causing him to grunt in pain. Then deep within Timon he found some strength and placing his hands under her paw, he grunted and groaned as he slowly started to lift the paw off, then lifting his legs placed them on her paw and kicked off skidding on the ground.

Timon held his ribs as he felt each one were broken, then slowly got up to his feet, Timon slashed at her but she blocked it, he started to slash left and right. His broken ribs were impacting his swinging ability, He jumped and spin kicked her chin jerking her head to the left.

"Is that all you got?" Shenzi asked looking back, He swung hard but Shenzi was already, when swung to the left he left his back exposed and a shearing pain exploded through his back.

"Ahh!" Timon grunted and felt blood dripping down his back and looked at Shenzi her claws were dripping with his blood.

"Your the only one who has claws" Shenzi hissed, which really got under Timon's skin and swung wildly who stepped back and slashed his side with her claws and came with the other paw and raked them across his chest.

"Never swing with carelessly, it's what you told me" Shenzi glared.

"Shut up!" Timon shouted and swung with a wild backfist which she sidestepped and clawed the back of his shoulder and tricep on his outstretched arm and raked a claw across his temple and raked down down his other side and down to his leg and slashed a tendon in the back of his knee which he could barely stand on.

"And always protect the tendons" Shenzi sternly said.

Timon shakily got up on his two feet with impossible effort "It appears I taught you more than I should've" Timon spoke grimly.

"and I thank you for that" Shenzi hissed.

"But why go against me, I made you strong" Timon demanded.

"Because Simba wouldn't stop" Shenzi started.

"If I was still powerful and didn't have my good half interfere I would've been respected and the most feared of all meerkats!" Timon raged.

"I told you there was still a bit of light left" Shenzi said "And I did respect you and our friends did to" she told him.

"Doesn't matter does it as long as I'm still alive, I won't stop this path" Timon hissed.

"Don't you get it, the good-side stopped you" Shenzi pointed "and I'm not going anywhere till I stop your reign" she said with determination.

Peace

"You'll have to kill me to stop" Timon shot back "Because perhaps when you have what you want I'll just achieve my powers again I'll go after you" he said.

"Thats was the plan to your good-side agreed with to" Shenzi told him.

"Grr!" Timon growled and jumped at her but she just sidestepped to the side and he landed, Shenzi lunged at Timon at bite deeply into his side.

"Ugf!" Timon grunted in pain as he felt his friends sharp teeth tear through his stomach and back and was lifted off the ground. Timon placed his hands on her mouth and tried to open but he was jerked up alittle and his body was deeper in her jaws and Shenzi bit harder into his side Piercing his heart and lungs and back, he couldn't feel his legs or an arm. Shenzi dropped Timon on the ground, he lied there with his blood pooling out of his claws wounds and bite mark. Shenzi turned him over on his back since he couldn't move an arm or legs scooped him up in her forelegs and rested his head against her leg not caring of his blood got on her, he looked into his eyes to see if they were cold and angry but saw warm, kind, and gentle eyes she met from all the years ago when she was in his old home trying to eat his clan.

"T-thank you" Timon said weakly.

"You don't have to thank me" Shenzi said sadly.

"Yes I do" Timon said.

"I still didn't save you" Shenzi whimpered.

Timon smiled weakly "You already did, You saved me from myself" he smiled with a smile she saw years ago, Timon eyes started to feel heavy as his strength was leaving.

Seeing this "Stay with me alittle longer" she pleaded sadly with her lip quivering "Eyes on me, stay awake" she cried as tears were starting to form.

"I can't I'm growing weaker" Timon spoke softly.

"Not an option" Shenzi told him.

"Don't worry I'm not afraid of death or what fate awaits me" Timon told her "perhaps I'll see you on the other side" he said.

"Stop saying that, just try to find a way to live" Shenzi pleaded.

"There is no stopping this, i've lost too much blood" Timon said with his voice growing weaker.

"Don't leave me" Shenzi said with tears starting to fall down her cheeks.

"I'll never leave you" Timon told her, then lifted his good arm and placed a hand where Shenzi's heart was "I'll always be in there" he said, Then Raka, Banzai, and Ed appeared with sad looks of their own, seeing their new friend dying and they couldn't stop it "Never forget that just remember and i'll always be there" he smirked.

"Tell Simba you were right" Timon said weakly "You were right about me" he smiled, then breathed a painful breath looked at the sky and saw figures "The lights so beautiful" he spoke, then they appeared to be, Lane, Uncle Max, Nina smiling at him "Hi guys I missed you" he told them.

"And we missed you, now we can all be together again" Nina said lifting a hand for him which he took with no hesitation, Timon's hand dropped as his breathing slowed down, then he's chest stopped moving and had a distant look in his eyes, as the light died within them.

"Timon?" Shenzi spoke no reponse "Timon!?" speaking louder, he checked his pulse with a paw.

"Come on come on" Shenzi weakly pleaded checking for a pulse but felt none, then she closed his eyes with a paw, Shenzi laid down and lifted Timon's limp body and held him in a gentle embrace against her neck as a waterfall of tears fell from her eyes and started bawling like a pup just coming out into the world and the other hyenas dropped their heads with sadness for Timon the last meerkat of his clan, who grew to be the strongest and bravest of them all, was dead.

"What should we do?" Banzai asked.

Shenzi looked at them with tears "I want to give him a proper funeral" she said getting her self under control, sniffling.

"Lets take him to his old home" Raka said they all agreed.

Days and nights they walked until they came across Timon's old home, the sun was setting.

"Lets get to work" Banzai said, after an hour the hyenas got a meerkat size bed of sticks and Shenzi placed Timon's body which was wrapped in leaves it was dark when they were down. Shenzi on wrapped his face and kissed his cheek as Raka did his forehead, in a motherly way and wrapped his face back up, then Raka spoke since she was the oldest.

"We are here today for a good friend a meerkat known as Timon has died" Raka spoke.

"Timon if your hearing this" Raka spoke "May the kings and leaders of the past welcome you as they lead to the realm of kings and while they sing your name with love and fury so we can hear rise from the depths and know that you've taken your rightful place at the table of kings for a great meerkat has fallen, a warrior" Raka said.

"A protector and defender" Shenzi spoke next.

"A mentor" Ed spoke next.

"A trainer" Banzai spoke lastly.

"A friend" They all spoke at once. Then Shenzi held up a burning stick and lit the bed on fire quickly consuming Timon and the bed.

"Good bye Timon and than you for everything" They all spoke at once.

(In the heavens)

Timon was looking upon the scene with a sad smile.

"Farewell my friends" Timon replied, he heard foot steps approaching Timon turned and looked and saw his mom, uncle and his father there as while as his whole clan.

"So this is what death feels like?" Timon asked.

"Yes it is" Uncle max smirked.

"Not so bad" Timon replied, then suddenly felt something strange.

"Uh is there something your guys are hiding?" Timon asked raising a brow.

"Yes there also someone here, that was unexpected" Lane spoke.

"Who?" Timon asked, then a meerkat stepped out and Timon's eyes widened.

"Swifty!" Timon snarled and punched Swifty in the face knocking him down, Timon stepped up to probably to kill him again, but lane and Uncle max grabbed his arms holding him back.

"Why is that traitor here?" Timon demanded.

"Let him explain" Lane said, as Timon relaxed.

"Fine" Timon glared.

"I'm sorry for what I did but the reason why Pimon was founded" Swifty started.

"Was because I found where he was and found you there" Timon spoke with his anger starting to rise.

"Don't you remember why you saw smoke rising that was me sending you a signal" Swifty told him, Then Timon thought back noticed he did see smoke.

"and I knew Pimon would kill me if he found out which he would" Swifty told him.

"So by killing you, i basically saved you from Pimon?" Timon spoke.

"Yup" They all said, Then Timon walked up to him to sense any lies but found none.

"Can give me a chance for being a friend?" Swifty replied. Timon thought a minute and smirked and held out his hand.

"Sure" Timon answered Swifty shook his hand, which caused everyone to smile "But fair warning if you try to to deceive me" he said.

"I'm not" Swifty promised.

"I will kick you ass all over the realm of kings" Timon threatened.

"I really don't like that kind of language" a voice rang out, Timon looked at the voice and saw Simba's father Mufasa.

"Sorry" Timon smirked.

"But there is something that needs to happen" Mufasa.

"What?" Timon asked then Mufasa eyes glowed white, a black substance appeared from Timon and formed a darker version of himself, with red eyes.

"Get rid of your dark-side" Mufasa said.

"Where are you going to put it?" Timon asked.

"Thats up to you" Nina replied.

"Hmm" Timon thought, then something came up "I know" he said, He walked up to his darker half.

"What do you want?" Evil Timon snarled.

"Your remember when I said we would kick Pimon's can over the fires from down under" Timon asked.

"Yes" Evil timon smirked.

"Well I'm sure he will like seeing you again" Timon said "to pummel him all over the fires of hell" he told him.

"What did I just say?" Mufasa said.

"Sorry, the fires of the Underworld" Timon said "That better?" he asked.

"Thats better" Mufasa said.

"So what do you say?" Timon asked his evil side.

"I except" Evil Timon smirked and his eyes twinkled with a deadly fire and he disappeared.

"I can't believe I was ever like that" Timon said.

"Well lets go" Nina spoke taking Timon's hand as the gates to the realm of the kings opened and stepped through them with his clan, Uncle, father and mother.

"I mean you can't help but feel sorry for Pimon and the others" Timon said.

"Yeah I know" Uncle Max smirked.

Few days past Simba learned Timon was dead and let the hyenas into the Pridelands like Timon said he would, Nala gave birth two cubs Kopa and Kiara and later found, Kovu, Vitani and Nuka and adopted them, it was late and they were celabrating.

Shenzi was happy as her other hyena friends were but Shenzi still felt sad, She missed Timon dearly.

"He's finally at peace Shenzi" Raka said walking up to her along with Banzai, and Ed.

"I know" Shenzi replied "But I still thought I could do more" she said.

"But I still think he's around watching us" Banzai said.

"I know I can still feel his presents" Shenzi smiled sadly.

"Thats because he is" Raka smiled, Shenzi looked and her eyes widened as she saw ghost figures of Lane, Uncle Max, Nina and Timon!, He's expression was warm, happy and His eyes gentle and his face had no scars.

"Like I said I'll always be with you" Timon smiled "Just remember that" he said.

We will we promise" Raka spoke with a smile.

So you made it in the realm of kings?" Shenzi asked "How?" she said.

Well what was doing was the right thing and selfless so I woke up up there" Timon spoke

"But It's Pimon and the others you have to worry about" Uncle Max said.

"Whys that!?" Banzai asking.

Timon, Nina, Lane and Max just smirked.

"Lets just say Mufasa separated me from my evil side" Timon smiled.

"I almost pity them, they have no idea whats coming" Shenzi smiled at Timon.

(In hell)

A creature with red fur horns and a tail with a spear like point and black eyes was walking around the cadges filled with weasels, ferrets Scar, Zira and and the last one was by himself was Pimon.

"I am the Devil and welcome to endless torment in hell" the devil spoke "We have a new member arriving" he spoke.

"Who" they asked, Then a flash appeared from behind him, many creatures but Scar gasped with fear. With bright evil red eyes and a dark smile and red hair and light tan fur was

"Timon!?" They gasped.

"Hello" Evil Timon smiled.

"Who do want to bunk with?" The devil asked.

"First I have one thing to say" Timon spoke, then lifted a hand to the devil and using his telekinesis choked the devil "Die!" he barked and twisted his hand and a snapping sound was heard by all, The Devil fell dead to the ground and went in flames. Then turned to the throne and walked up to it and sat on it and a surge of dark energy went through him as his fur turned red with black stripes and a tail with a spear and devil horns sprouted from his head and his eyes turned black, a pitchfork formed in his hand.

"Say hello to the new king of hell, prisoners" Devil Timon smiled and his mad laughter ran through all of hell.

THE END