Hello there. I cannot express my excitement with this. I have been wanting to do this story for so, so long! I was inspired by a Lion King crossover with Lord of the Rings fanfic I read a long time ago. Only unlike that one, I'll utilize all of BOTH movie casts! Not just the lions. I know it probably isn't the most popular thing to look up and will most likely not get many reviews due to it's crossover status... but by golly I've got a fire burning in my belly to get this out to the public and that's what I'm going to do!

Chapters may be slow, but if you ever fantasized a Pride Lands in Middle Earth, Rafiki as a Blue wizard, or Simba being ridden by a dwarf, then this story will have it all! I'm just going to stop talking and let this first chapter speak for itself. If you're not familiar with J. R. Tolken or his works, then hopefully this story will still be relatively easy to follow. Whether you're a hobbit or a lion king fan, I'm hoping to give the best of both worlds in this extraviganza of a story.

With that being said guys, Enjoy!

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Prologue: The Unexpected Story

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Middle Earth… a place of wonder and beauty; of adventure and fantasy; of light… and darkness. Far to the north, beyond the fields and woodlands, beyond mountains and deserts, lies a land untouched by the world of the Free Peoples of Middle Earth. It is a land of mystery and fairytale; a land that elves sing in their songs and children hear at night when they are tucked in to bed. It is a place where creatures commune in harmony together; a place where the sun burns like a desert, but the land is as lush as a well-kept field in Rohan. This is a land where Nature rules in peace, and where legendary creatures first came from before setting out to make homes all throughout Middle Earth. It has many names, but in the common tongue it is known as the Pride Lands; and it is here that our story begins.

The savanna was filled with a bright orange light from the beautiful morning sunrise. The birds were singing, the gazelles and wildebeest were grazing in the fields, and all was right in the world. There was a time however when this wasn't so. Once, not to long ago, these lands were ruled by a tyrannical king and his hoard of dark followers; but the lost son of Mufasa, who was long thought dead, had returned and reclaimed his rightful birthright as Lion King and restored the lands to its natural state of life. Any animal living in the Pride Lands knew these tales were that of the great King Simba: Slayer of a hundred hyenas, rogue from the lands beyond, a steed of a once great king of the Free Peoples of Middle Earth. Many scoffed at such claims, believing that the royal Domo, a hornbill bird named Zazu, was merely making up false tales of unbelievable exploits in order to bolster the reputation of his new master, but three young ones in the Pride Lands knew better, and today was the day they would see for themselves if those rumors were true.

"This is the place?" a golden cub with a small sleek red patch of fur on his head asked as he peered out from behind a bolder.

"Yep. This is it. I'm sure of it." Confirmed another golden cub with a brown patch of fur hanging over his forehead, who sat next to him.

Both cubs peered out behind the large rock at the cave before them. This certain cave was located some ways away from Pride Rock and stood out alone in the vast grassy savanna. It seemed like an odd, inconspicuous place for a rock formation to be, yet here it was. The brown haired cub, named Kopa, and the red haired cub, called Kion, were brothers and both of them were the sons of the Lion King, Simba. They, like all the others who lived in the Pride Lands, heard the tale of how their mother, Nala, found Simba in the wild and had convinced him to come back and take his place as king. And though their father had indeed told them the truth of his adventures… they had a feeling that he had not told them all of it.

"I swear, Kopa." Kion groaned, "You better not be wasting my time with this. I've better things to do then-"

"I promise, Kion." Kopa responded, "I've seen dad come out here, like, five times this past week here to this very cave."

"Uh-huh." Kion said skeptically, "and you believe that this is where we'll find proof that there is more behind Dad's stories then he is telling us?" Kopa gave his brother a happy nod in response. Kion honestly had better things to do then go prying around his father's personal life, he was after all the leader of the Lion Guard, but Kopa was so bent on proving to everyone that his father was everything Zazu said he was. He tried asking Simba directly about it, but Simba merely said that he would tell them everything when they were a bit older. Kion naturally complied with his father's request, but Kopa would not give up so easily.

One day, he heard from Zazu that Simba had stored items and trophies from his past life in a den somewhere in the Pride Lands. Kopa spent an entire week searching around Pride Rock for this place calling it, The Treasure Den, but had no luck; that was until he began stalking his father around the Pride Lands. It was boring at first, following him to disputes and meetings with the other animals of the land, but every once in a while he would go to this one cave that was out in the middle of nowhere. He would then enter in, stay in there for an hour or so, then leave. Kopa knew in his heart that this had to have been the place that Zazu had told him about, but he would not go in just yet, he wanted his brother to see it with him.

"Come on, Kion. Let's go!" Kopa said as he hopped out from behind the bolder and started bolting towards the den, laughing as he ran.

"Whoah! Kopa, wait!" Kion called after him. Sometimes his brother would leap into situations before thinks, which annoyed him to no end, "What if Dad comes back?"

"He left just a few minutes ago," Kopa replied as he waited for his brother to catch up to him, "We are in the clear." Kopa was always the optimist of the two, but still Kion found that being extra careful never hurt either.

"I'm not too sure about this." Kion said as he caught up with his brother and they both began to slowly walk towards the den together.

"Don't worry," Kopa assured him, "Mom's out hunting and Dad should be heading back to Pride Rock as we speak. No one knows we are out here."

"Kopa! Kion!" the brothers cringed as they heard a high-pitched girly voice call out behind them, "Wait for me!"

Looking back, the boys groaned in unison as they saw their sister, Kiara come bounding towards them gleefully through the tall grass. She was the only other person in all the Pride Lands who loved listening to their father's stories as much as they did, but they found that she could be very annoying at times. She's so emotional, loud, and most importantly… she's a girl.

Looking at his brother with a stern glare, Kopa seethed through gritted teeth, "You invited Kiara to come with us?!"

"No!" Kion whispered back, "I thought you invited her."

"Hey guys!" Kiara greeted as she sat in front of her brothers, her face beaming with glee, while they just looked at each other in annoyance of her presence. That was when they noticed the rope in Kiara mouth. On the end dragged a little wooden statue of a lion, a toy that Kiara liked to call 'Mr. Fluffy.' It was a toy their parents had given them when they were really little. Kopa and Kion grew out of it very quickly, but Kiara remained attached to the toy and would bring him everywhere she went.

"What are you doing here, Kiara?" Kopa asked with an exasperated sigh.

"I saw you both leaving Pride Rock, so me and Mr. Fluffy decided to follow you." Kiara replied innocently before asking with a wide smile, "What are you up to?"

"Nothing!" both brothers said at the same time with serious tones, but their sister wasn't buying it.

"Oh really?" Kiara questioned, looking past them to the den behind them. "What's in there?"

"Um…" Kopa scratched the back of his head, trying to think of something to say so that Kiara would go away and leave them alone. Before he could, however, Kion ruined any chance they had at getting rid of her.

"Kopa here claims he found the so called Treasure Den." Kion said nonchalantly, "Want to come check it out with us?"

"The Treasure Den?!" Whatever joy Kiara had when she found her brothers had just been multiplied by ten. "Yes! Yes! Yes! Of course I want to come!" Her entire body shook with excitement as she began jumping up and down with glee upon hearing the news. Kopa on the other hand was looking at his brother with a stern glare as if to say, 'What have you done?'

"What?" Kion asked innocently, "I don't see the harm with letting her tag along with us. Besides, if we did send her away, she would probably just tell everyone where we are and then none of us will get to see what's inside." Kopa hated to admit it, but Kion was right. Better to endure their annoying sister's tormenting child-ness rather than alert the entire Pride Lands to their presence.

"Fine," Kopa groaned, "Now let's go. Last one in is a hyena butt!" Immediately, all three cubs rushed inside the den.

At first. Everything was dark and it seemed as though there was nothing here but rocks and stalagmites. Kiara clutched onto her Mr. Fluffy, hoping that having him beside her would make the darkness less scary. Kion just gave Kopa a stern glare, seeing nothing but darkness in this long narrow passageway of a cave. Kopa, all the while, was grinning from ear to ear as he pressed on ahead of the others, eager to see what was at the end of the tunnel. After a few moments of walking, they saw a small light flicker up ahead.

"Hey, what's that?" Kiara asked, noticing the light. Kopa and Kion immediately darted towards it. "Hey wait for me guys!" Kiara called out as she tried to catch up with them. As all three cubs made it to the end, they were in awe at what they saw.

They entered a room, dimly lit from a small candle that sat upon a stone pillar at the end of the room, but despite the room being so dimly lit, the cubs could easily see the contents that flickered in the shadows of the candle.

"Wow…" all three cubs gasped in unison as they walked around the room and observed everything that it had to offer. In one corner of the room stood an armor stand, holding strange chest plates, swords, and gauntlets, and strange glittery rocks were scattered across the entire floor. Statues of strange looking creatures encircled the entire outskirts of the room, and even the very walls and ceiling had strange symbols carved into them.

"What did I tell you? The Treasure Den is real!" Kopa smiled as he made his way over to the armor stands. Never before had he seen anything like it. The armor was golden and had strange symbols and scratch marks all over it, and what was weird was that in front of the armor laid not swords but strangely shaped gauntlets. In the dim light of the room Kopa could barely make it out, but the gauntlets had bronze color to them and were wrapped with leather straps. Though the gauntlets themselves were way too big to try on, Kopa was still curious as to what they were, since he had never seen one before. He taped the side of one of them, but was startled as three long blades suddenly jolted out of the front. Kopa regained his composure when he saw that it was not really alive, but he then noticed how the blades made the gauntlet seem like giant claws to a paw. It seemed like it was almost… made for a lion to wear.

"Well Kopa," Kion grinned, "That's the last time I'll ever doubt you." He said as he admired the paintings and symbols around the room. "I wonder what these symbols mean."

"Maybe these guys know?" Kiara said as she walked up to one of the statues in the room and began to talk to it. "Excuse me, but do you know what the writings on the wall mean?" Of course there was no response, but Kiara couldn't help but gaze at the figure before her. Though it was only a statue made of stone, it was like no other creature she had ever seen before in her life. He stood on two legs, sort of like a monkey but straighter, he had hair all over his head like a lion that ran down behind his head and over his shoulder, yet he had a face… a stoic, cold stern face.

"It's made of rock, Kiara." Kion scoffed, "It can't say anything."

Suddenly a loud voice erupted throughout the room.

"WHO DARES ENTER MY DOMAIN!"

It was so powerful that it sent a strong gust of wind blowing through, snuffing out the candle light and sending a chill down all of the cub's backs. All three cubs screamed and ran to where the candle was once lit and huddled together in fear for their lives. They shivered as they heard heavy footsteps creep closer and closer towards them. Suddenly, the candle was once again relit and a figure of a smiling mandrill leaning on his staff appeared out of the darkness.

"Rafiki!" Kiara cried as she ran towards the shaman and wrapped her paws around his leg, fresh tears streaming down her face.

"Shhh..." Rafiki soothed, patting the young cub's head to console her "tis alright, Princess. I did not know it twas you." He then picked up his head and looked at the two princes, who were now giving him a sheepish grin.

"H-Hey Rafiki." Kopa stuttered, not knowing what else to say. Rafiki just shook his head in amusement.

"You three mind telling ol' Rafiki what you are doing all de way out here in de middle of nowhere?" It wasn't long before Kopa explained to the shaman the full reason to their coming to the cave, to which Rafiki just smiled. "I knew it would only be a matter of time until curiosity got the better of you three." Rafiki sighed.

"We're sorry, Rafiki sir." Kion apologized, wanting to be on the shaman's good side.

"Yeah, sorry." Kiara chimed in, "We just really wanted to know more about Daddy's stories."

"But he has told you them." Rafiki chuckled, "Many times in fact!"

"But he never told us about all of this." Kopa said, gesturing to the items within the room. "Weird writings, statues of strange creatures, some hard things that have built in claws in them; none of that was ever in Dad's stories. What is all of this?" Rafiki let out a long sigh. He knew that one day this would have happened, where Simba's children would become curious about what truly took place all those years ago. Seeing as how it was practically impossible to hide it at this point, the shaman decided to share with them the true tales of Simba's past life.

"Your right, Kopa." he said, "There is more to the story."

"I knew it!" exclaimed Kopa in triumph, "Tell us what really happened, Rafiki!"

"Yeah Mr. Rafiki." Kiara pleaded, holding up her toy lion with her paws to show him, "Mr. Fluffy wants to know what really happened too. Please tell us the story. Please, please, pleeeeeeeeeeeeeease!"

"You know they are not going to stop until you tell them." Kion said as he shook his head, thinking that his siblings were acting so immature.

"Oh?" Rafiki gave the red haired prince a sly smile as he stroked the white strand of hair on his chin, "Well if you feel as though you don't want to hear it then you can just go back home now."

"N-No!" Kion abruptly exclaimed, before recomposing himself, "I mean… I would like to hear the story too… if that's alright with you?" Knowing that this was going to be one wild tale, Rafiki went to the stone pillar, picked up the candle and began to walk to the center of the room; gesturing for his cubs to follow him.

"Come, come." He said as he and the children gathered around the small flickering candle that stood in the center of the room, "Get comfortable, for dis is going to be a long and amazing tale. It began in a land far to the east. Past the Pride Lands, past the Great Desert, past the wildest of wildernesses. In a place, that few ever see in the world today, there thrived a kingdom ruled by dwarves."

"Dwarves?" Kion asked, not understanding. He had never heard of such a creature.

"Yes," Rafiki explained, "Middle Earth, de land that makes up de world that we live in today, is inhabited by many creatures. Elves, men, and dwarves are just some of these creatures. Men are kind of like myself, except they stand up straight, grow taller, and live in homes that they build out of their surroundings. Elves are like men, except they have long flowing hair and have pointy ears. They tend to live in de more woodland parts of Middle Earth, and are immortal."

"Imortal?!" Kiara exclaimed with amazement.

"Yes Kiara," Rafiki chuckled as he pet her head, "They never grow old, and never die unlike us mortal beings."

"But you told us that lions of the Pride Lands were gifted with unnatural long lives, that we could live for centuries." Kopa pointed out, "So are they like us?"

"Not exactly…" Rafiki explained to his eager listener, "Though you are a special breed of lions who can live for long periods of time, elves can live to be thousands upon thousands of years old. Ten times that of any lion."

"Wow…" all three cubs said in unison.

"Finally," continued the shaman, "there is de race of the dwarves. They are like de race of men, but are fairly shorter and live in de mountains and hill countries, and just like you lions they can live for centuries. One such dwarf, took your father in when he was about your age and raised him like he was a part of his family." Rafiki's eyes then looked back at one of the 13 statues that were in the room; the one that was in the very center and directed the other cubs to look at him. "His name was Thorin Oakenshield, and just like your father, he was a king who had been driven from his homeland at a young age."

"A king like Dad?!" Kion repeated in amazement as he looked up at the imposing figure. Even though it was only stone, it did have a sort of regal appearance.

"Where was he originally from?" Kopa asked, pride in his voice from hearing these things about his parents.

"He lived in one of the greatest kingdoms ever built in Middle Earth: Erebor." Rafiki answered the eager prince, "It was literally a city carved inside of a mountain. It was so large, it could easily fit nearly a quarter of the entire Pride Lands inside of it."

"What?!"

"No way…"

"That's so cool!"

"Yes, indeed." Rafiki chuckled at the young cubs' response as he continued the story. "During my travels I actually got to set foot inside of Erebor and see for myself de many wonders it held. Precious gems glistening on the ceiling, shining like stars in the night, an entire room filled with hundreds of fountains made entirely of silver, filling the room with the tranquil sound of a thousand small streams, and let's not forget that Erebor was home to some of the finest smiths in all of Middle Earth. After all, these stones are exact replicas of your father's companions of whom he traveled with. They were given to him as a gift so dat he could never forget their faces."

Kopa was having the time of his life right now. He was expecting to find proof behind the many claims of his father's stories, but not only did he find what he was looking for, but now Rafiki was actually telling them about what truly happened. It excited the young prince greatly, but still there was one thing that was nagging at his mind. A question left unanswered.

"So…" the young cub began, "We all know how Scar drove Dad away from home when he was our age, but how did Thorin lose his home?"

"Well, Kopa…" Rafiki's smile faded, knowing where he had to begin the story, "That is where I must start this tale in order for you all to understand. It began with a great tragedy, it was so great that the dwarves turned the event into a song so dat they would never forget… nor ever forgive de one who wronged them. The issue has much to do with de ways of de world beyond de Pride Lands, and you all may not be able to quiet understand all that transpired, so I'll just give you a simpler version. Long ago, Thorin and his people lived in peace in their home at Erebor. During de reign of his grandfather, King Thror, the kingdom was attacked by a terrifying dragon."

"A dragon?!" all three cubs exclaimed all at once.

"Yes… but not just any dragon!" Rafiki said in a dramatic manor, "Dis dragon was one of the last fire breathers in all of Middle Earth: Smaug de Terrible. He stormed into de mountain and laid siege to its vast halls and leaving a path of fire and death in his wake. De dwarves fought back but to no avail, the kingdom was lost. Thorin helped his people and family escape the wrath of the fire breather, but now they were a people without a home."

"That's so sad..." Kiara said, her lip quivering at the thought. She couldn't imagine if her family and entire pride were driven from the Pride Lands. That would be simply awful.

"It is sad, princess." Rafiki said, nodding his head, "but this story will have a happy ending, you will see. After de sacking of Erebor, Thorin and his people moved around from place to place. Like a rogue lion in the desert, they traveled until they could find a new place to call home. Eventually, Thorin started a colony in a land called the Blue Mountains also known as Ered Luin."

"Were the mountains really blue?" Kopa asked, earning a mocking snicker from his siblings. "What?"

"It was here that our story begins." Rafiki continued, "For it was during this time, Thorin was living with his sister, Princess Dis, helping her with her two sons after the recent loss of her husband. During dis time, your father and his companions Timon and Pumbaa, decided to leave their comfortable oasis in order to venture out and see what else the world had in store for them. Traveling west, they eventually stumbled into Ered Luin, and unknowably, into their new family."

"Thrown into a sea of beasts, a child flees from death's black sheet.

The pride is gone, a lineage lost; though from the stars, the Great Kings watch.

Through sand and woods, the young prince ran; until he came, to Durin's Land."

End of Prologue

What a start! Am I right?

So as you can see a few changes have been made. Instead of Bilbo narrating from the future it's Rafiki to Simba's kids. And instead of Kiara being second oldest she's the youngest. Minor details like that. But this is an Alternate Universe so expect some cannon things... and expect some little twists and turns. I wonder what other changes will be made?

If you enjoyed and want this story to continue then please review and let me know what you think. If you want to help with the story then please pm me so we can chat and work out a plan. Because honestly... this is another big one that I really want to do along with the other 2 big stories I'm currently trying to finish.

In any case, This has been Rogue Lion. Signing off.

(Salutes Audience)