A/N: I haven't read that much LK fanfiction, so if something like this has been done before, let me know.

Disclaimer: Disney owns the Lion King. And stuff.

Timon's father began teaching him how to dig when he was ten weeks old. But Timon soon found that digging didn't agree with him. It seemed that any tunnel he worked on didn't want to stay up.

"Why do we have to dig, anyway?" he asked, shaking dirt out of his sore paws.

"It's nature's design," said his dad.

Timon gave him a blank stare.

"Well, how else would we hide from predators? …You know what predators are, don't you?"

"Things that eat us," answered Timon.

"That's right." He pulled his son to the side of the tunnel to let a group of meerkats pass. "Digging is the only sure way to escape from them."

"Why?"

"Well, no predators can dig as fast as we can."

"Why?"

"Because…" He rubbed his chin. "Um, because...Why don't you go ask your ma."

"Okay." Timon scampered off, glad to get out of digging. He happened to see his Uncle Max before Ma, so he went ahead and asked him.

"Uncle Max?"

The older meerkat was wedging a stick between the roof and the floor to act as a pillar. "What is it, Timon?"

"Why can't predators dig as fast as us?"

"Well, Timon, you've asked a very important question. In fact, it's important enough for me to stop working long enough to give you a short history lesson. So pay attention. You will be quizzed later!"

Timon gave him all the attention a ten week-old kit can muster.

"Now then, it all goes back to the time when everyone ate grass. I think meerkats were more tolerant of it then, or else the grass was just better."

"Did eagles eat grass too?"

"I said everyone, didn't I? Anyway, that was before the lions ruled. Back then, each kind of animal had its own leader. Except for us meerkats; we never really had a leader."

Timon sat down to get more comfortable. "What about hyenas?"

"They actually had two leaders."

"No, I mean, did they eat grass?"

"Yes! I said everyone, okay?" Max's paws curled unconsciously into fits.

"What about zebras?"

"Timon, zebras eat grass now."

"Oh."

"Now, no more interruptions!" He slowly relaxed his paws. "So, back then, meerkats didn't dig."

Timon grinned wide. "They didn't?"

"No. They didn't have to, because they didn't have to hide. They slept on the ground or in trees."

"Wow." Timon had never climbed a tree before.

"Yes, strange but true. Those were prosperous, peaceful times, but they didn't last very long. The hyena population multiplied—"

"The what did what?"

"Let's just say there were a whole lot of hyenas, even more than there are now. They ate most of the grass, and there wasn't enough for everyone. Things kept getting worse, until the unthinkable happened. Or at least it was unthinkable then. Now we think about it all the time." He paused to collect his thoughts. "One of the hyena leaders happened to see the body of a wildebeest that had starved to death. The hyena was pretty hungry herself, and there was no green grass around, so do you know what she did?"

"...She ate it?"

"Of course she ate it! That's how hyenas developed a taste for meat! After she had her fill, she called for other hyenas to come share her gruesome meal. Soon they all went around looking for carrion...Dead animals, that is," he said, noticing his great-nephew's confused expression. "But they didn't stop there, oh no! It wasn't long before they started killing sick and old animals.

"Meerkats never been safe since then. They spent most of their time in trees, where the hyenas couldn't get them, and they started eating beetles and other tree parasites. But one meerkat named Chimvi said that they shouldn't have to hide. He went to the biggest animals, the elephants, and convinced them to attack the hyena clans."

As Max told the tale, Swifty came down the tunnel with a support beam on his shoulder. He stopped and raised his eyebrows. "Max! You're not working!"

The older meerkat looked up. "I'm just teaching the boy a lesson."

Swifty's eyebrows rose higher. "What did he do?"

"Nothing...That I know of. I'm just telling him the history of the savanna."

"You stopped working for that?"

Max's brow furrowed. "You know, I think you could benefit from this as well." But before Max finished his sentence, Swifty was gone, hence his name.

"Hmph. Where was I? Oh yes, this is the exciting part. Chimvi was a brave, foolish meerkat, so he went with the strongest elephants to the hyena's dens. They had the advantage of surprise, but the hyenas outnumbered them twenty to one! They tore at the elephants' throats and trunks!"

Timon's eyes were wide as his great-uncle made tearing motions.

"Blood was everywhere! The elephants trampled some of the hyenas, and their stomping cracked the ground right open! Steam and smoke blew out of the cracks and formed a, a kind of smoky fog over that land.

"But when it was over, the hyenas won with their superior numbers. They ate the elephants' flesh but left the bones as a warning to anyone else who might try to attack them.

"And what became of Chimvi, you may ask? It is said that he killed a hyena with a pointed stick." Max stabbed the air with his fists. "But in the end, he was the first meerkat to get eaten.

"The hyena population was lower for a few years, but they quickly bounced back. Those guys breed like rats, I tell you."

Timon arched an eyebrow.

"Chimvi's mate, Pinduli, knew that they had to do something about the hyenas. She said their only chance was for all the animals to form a united front against them. Everyone was cooperative except for the elephants, who were still sort of mad about her mate leading their loved ones into a massacre.

"But the leaders and representatives of all the other animals held a meeting to choose someone who would lead and unite them all. Believe it or not, some of them nominated Pinduli, because it was her idea and they respected what her mate had done."

"Nominated?"

"They recommended her, said she would make a good leader," Max explained. "But she turned them down, saying that meerkats aren't natural leaders."

"Grown-ups have no problem ordering me around," Timon muttered.

"Being in charge of snot-nosed kits is completely different from being in charge of big animals with tusks and hooves.

"Now, another popular animal was Zuberi, the lion. He was famous for standing his ground when a pack of hyenas surrounded him. But what really won everyone over was Zuberi's promise that if elected, he would persuade the elephants to join them. After the animals chose him, he had a talk with the elephants—"

"Wait a minute, wait a minute!" Timon held up his hands. "Let me get this straight. Everyone chose the lion to be the leader, and that's why we have a lion king, right?"

"Right. Nice to know you're actually listening."

"So you're saying they could have picked a meerkat?"

Max smiled. "Hard to believe, isn't it?"

"Yeah, and I'm starting to think you're pulling my tail."

"Have I ever pulled your tail before?" asked Max, switching back to his deadly serious face.

"Well...No."

"So, you can trust what I'm telling you now."

"But, Uncle Max...How did we get from almost ruling the savanna...to this?" He spread his arms to indicate the tunnels.

"I'm getting to that, sonny boy. Now then, Zuberi told the elephants about his master plan to control the hyena population. The idea was to get them to kill each other. The elephants liked the plan and told Zuberi to call if he needed backup.

"Then he sent a pair of jackals to start the battle. The jackals went to the hyena's land with their tails between their legs and said they wanted to join them, and asked the leaders which one they should serve. The hyenas told them to serve both of them, but one of the jackals insisted that the older hyena was a more experienced leader, while the other jackal said that the younger one was more energetic. It wasn't long before a fight broke out between the leaders, and the other hyenas quickly chose sides. Brother fought against sister, parents against cubs. They tore each other limb from limb! Bodies piled up by the score!"

Max suddenly felt a tap on his shoulder, which startled him into a reflexive flinch. Realizing that there was no danger, he straightened and saw Iron Joe, who had just come down from his first sentry watch.

"Don't you think he's maybe too young to hear that story?" asked Joe. "Should you even hear that story?"

"We're fine, aren't we, Timon?"

"Uh, right..."

"Whatever," said Joe, shaking his head and continuing on his way.

Max put his paws behind his back and cleared his throat. "Well, let's just say it was ugly. At the end of the battle, only a hundred hyenas were left. That's when they found themselves surrounded by lions, elephants, and everyone else. Zuberi told the hyenas he would make sure they never saw daylight again. He banished them to the land of smoky fog."

"Why don't you call it smog?"

"Smog...I like it," he admitted. "Very clever."

Timon smiled; it was the first compliment Uncle Max had ever given him.

"Anyway, the hyena's numbers have been lower ever since that day, partly because there isn't much food on their land, but mostly because they never quite stopped fighting among themselves. And that's about all there is to the story, kit."

Timon wasn't satisfied. "I still wanna know why we left the trees for holes."

"Oh, that. Well, Pinduli's great-grandson had the bright idea to start eating bird eggs, even though there were plenty of bugs. He started kind of a craze among the meerkats, and the birds wouldn't stand for it, so they appealed to the king to move the meerkats as far away from the treetops as possible. Naturally the king side with the birds and ordered us to move underground. We're technically not supposed to go above ground ever , but we have to watch for predators and look for bugs in the grass. We even eat eggs on rare occasions. I doubt the lions know we exist anymore."

"But that's not fair! We only ate eggs, but the lions eat meat now! And so do cheetahs and other things, and they don't have to stay in holes!"

"Unfortunately, lions were the second species to become carnivores, and they weren't about to banish themselves."

"Couldn't we do something about it? Like so-and-so and what's-her-face?"

"It's Chimvi and Pinduli." Max shook his head. "I thought you were paying attention. Don't you want to pass the quiz?"

"But why hasn't anyone tried anything to make our lives better since those two?"

"Timon, Chimvi was eaten and Pinduli died in a rhino stampede."

The younger meerkat winced. "You didn't tell me that."

"You see, it's better to stay safe than to go out and try to change the world. We might not have the greatest life, but we thrive where we are."

"We're afraid all the time!"

Max shrugged. "You get used to it."

"Timon! "

"Agh!" Max flinched again.

"Sorry, Uncle Max," said Ma as she came up to them. "I was just looking for Timon. It's time to eat, sweetie."

Timon followed his ma down the tunnel, crossing his arms and looking mostly at the floor. "What's wrong, Timmy? Did you and Uncle Max have another fight?"

"Sort of. He told me this big long story about how meerkats lived aboveground and killed a hyena with a stick and almost ruled the world. Why can't we do stuff like that now instead of hiding like cowards?"

Ma smoothed back his hair. "Well...I guess we stopped caring because we forgot what it was like back then. And these tunnels are the best shelter you could ask for...Speaking of tunnels, how did the digging lesson go?"

"Digging? ...Hey, you just made me realize something."

"What's that?"

"Uncle Max never answered my question!"

"Which is?" she prompted.

"I asked why predators can't dig as fast as us."

"Oh, that's an easy one. Bugs have lots of protein that gives us energy. If hyenas ate as many bugs as we do, they could probably dig as fast as us."

"That's it?"

"That's all it is."

"Oy, I don't believe this. I ask a simple question and he tells me this huge story that has nothing to do with it. See if I ever ask him anything again."

A/N: If anyone else has used Chimvi, Pinduli, or Zuberi as names in their fanfics, I apologize.

A few days ago I began to wonder why they decided to have a lion king instead of an elephant king or a rhino king (besides the obvious fact that it would be really difficult for Rafiki to hold an elephant calf over a cliff). So I started to craft an explanation. But how would I present it in a fanfiction? Most people don't want to read fics with no canon characters. The answer was to have a familiar character tell the story. I'm not sure if it completely works; it's probably too dialogue-heavy. But I'm glad I wrote it anyway, because Uncle Max doesn't get as much attention as I think he should.

Heh, I made the lions seem like an evil regime. In their defense, the king did what he thought was right.

It's interesting to note that herbivores can and do become carnivores. A particularly fascinating case comes out of New Zealand, where a certain species of parrot (can't remember the name) turned from nuts and seeds to sheep. The parrots didn't actually kill them, but they landed on them and tore off chunks of flesh. For a while they were a real problem for shepherds, but they're under control now. With that anecdote in mind, you might not want to leave your guinea pig alone with your parakeet.

References: "So-and-so and what's-her-face" is from "Teen Girl Squad," a cartoon on the Homestar Runner website. "That's all it is" is one of Glenda's lines in "The Wizard of Oz."