This story was written before the second movie was made, and as I do not wish to change my story as Simba's Pride doesn't do a good job at filling in any questions leftover such as well; where were the opposing lionesses during the movie?! Therefore, I will post it as is!

During a fit of boredom, I went through and spell checked it among other things.

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"So it is with a heavy heart that I assume the thrown." Scar's voice was deeply troubled as he spoke, seeming to be truly saddened by the words he had delivered to the pride.

Sniffling softly, Nala rubbed her face against her mother's paw, her blue- green eyes distant and hazy with tears. Across from where Sarafina and her daughter stood, was the queen, her head bowed so that her majestic face nearly touched the ground. Sarabi had taken the words of her husband and son's death like a physical blow, with only the hornbill Zazu to consol her troubled heart.

"Yet out of this tragedy we shall rise!" The black-maned lion's head snapped up suddenly, green eyes ablaze and an evil gleam on his face. "To great the dawning of a new era," as he spoke, a sudden laughter broke out from afar. Each of the lioness's head was jerked upright, an alarmed gasp coming from each and everyone, and fright showing on their faces. For from beyond Priderock came a giggling horde of hyenas. Scar, to the surprise of all, did not even acknowledge the canines' presence, instead he continued to speak. "In which lion and hyena come together," he sprang to the ridge, casting his gaze down at the now mingled assembly, "in a great and glorious future!"

The grizzled head of the ancient baboon Rafiki was shaken sadly as he watched from afar, a mournful sound coming from his throat as he buried his head against his stick.

A solemn pride of lionesses huddled behind the grey stone known as Priderock. It was the usual place to find them during the day, where they could sunbath or cool off in the shade, lazing around as their species tends to do. Yet, today there was a different air about them.

No sunlight shown down through the thick overcast that had covered the skies earlier that morning. Clouds that showed there wasn't enough evaporated water for it to rain, but there was still enough to make it a miserable day. Yet, even if the skies were not overcast the day would have been no happier.

Sarabi, stretched out on the ground with her head on her paws, released a great sigh. Had it only been yesterday since Scar had delivered the news of Mufasa and Simba's death? To a mourning heart, it felt like ages. Troubled mahogany eyes turn to the rest of the lionesses, noting that she was not the only one who had slipped into depression. They had every reason to, and not just because their king and prince had died.

Scar had scarcely been crowned king for a day when already, he had began to change everything. The hyenas had crossed the boundaries as soon as they had found out about Mufasa's departure into another life. It appeared now, that the copper lion had some sort of a alliance with them, one that he had had for a long time. This made the queen wonder if perhaps, he knew more of the hyenas attacking his son a few days before. Her thoughts turned from conspiracy to the poor Zazu, who had instantly been caught and imprisoned in Scar's cavern.

Those saddened eyes fell at last onto young Nala. The cub snuggled against her mother's paws, tears streaming freely down her soft face. She had been unable to stop crying since the news of Simba's death had arrived the night before. Sarafina, catching her queen's glance, lowered her head to nuzzle her daughter softly.

A tan lioness, just a few shades darker than Sarabi herself, stood up from among her companions. A suddenly defiant look on her face, her own deep shaded mahogany eyes fixing firmly on the lion queen as she spoke out boldly. She was younger than the others of the pride, scarcely an adult herself. "Perhaps we should stand up to Scar. Fight him! These are our Pridelands as much as they are his!" Her voice was a low, dangerous hiss, disgust rolled from her lips with each word.

"Uzuri!" another lioness, Asabi whispered harshly. "That's foolish! The hyenas outnumber us ten to one, and none of us are strong enough to face down a king!"

A murmur of agree came from the others of the pride, nodding their head solemnly, sadly.

"We could run away..." began another lioness, Shakila, matching Sarabi's coat near perfect except for the lack of blackened ears, "escapeā€¦"

"And go where?" Asabi snapped again. "This is our home."

Uzuri snorted and laid back down, crossing her paws in a disgruntled manner, muttering loudly. "We have to do something."

"The child's right," Gzifa, the pride's eldest member, rose to her feet. Despite her age she was still in fine health, her coat paled like dust over the many years. "We cannot idle away while Scar destroys the Pridelands. But, so to is Asabi right." She nodded towards the short, sand-colored lioness. "We cannot oppose them with our odds, but we cannot tuck our tails and run."

"Than what are we to do?" Karasi spoke from her spot beside Uzuri, her umber eyes watching the elder. Her pelt was a dark tan, making her look almost like soot. While she rarely spoke, she was the largest members of the pride, and had one of the more rational heads.

Sarabi rose to her feet, passing Sarafina as she stepped carefully over to her pride. Despite their powerfully spoken words, she could tell they were scared and worried. Who knew what the hyenas or Scar himself might do to them at any moment. "We will stay here." She paused, allowing her words to sink in and looking at each lioness in turn. "We have no other choice. We must weather the storm and wait for a change. Mufasa will be looking over us, he will watch out for our well being."

The lionesses fell silent as they kept their gaze on their leader. Sarabi wore a proud face, the defiant look of a conquered queen placed on every inch of. She seemed to have pushed away all of her hurt with the death of family, and now she was ready to take on the world.

The queen opened her mouth to say more, when a sharp voice interrupted her. Sarabi's head whipped around, eyes glittering dangerously as Shenzi and Bonzi approached, their companion Ed trailing at a distance and laughing insanely. "Scar wants to see you." The female hyena sneered. "All of you."

A confused light flickered in each of the lioness's eyes, and they silently exchanged glances with one another, not completely understanding.

Sarabi, lifted her paled muzzle high. Looking downwardly at the spotted canines, her eyes glittering with the disgust she felt towards the scavengers as she strode towards the direction she knew Scar would be found. Silently, her lionesses fell into step behind her. Nala padded silently at her mother's side, huddled against Sarafina's leg and gazing at the hyenas with unsure eyes. The female cub had not forgotten that the trio had tried to eat her not even a fort night before.

As she led her pride Sarabi could not help but wish Uru was still alive. Before her son's birth, Mufasa's rustic mother had been a pillar of wisdom and advice. Like all things however, the old queen had passed on, leaving Sarabi to keep the pride afloat. But, the tawny lioness reminded herself, she was forgetting Gzifa. The other, while nothing comparing to Uru, had seen much in her life and had a firm head on her shoulders.

Lifting her saddened mahogany eyes to Priderock's ridge, the lioness fixed her stare onto Scar, feeling her heart grow cold. Karasi came to her queen's left side, staring down the hyenas that had lined the path on either side. Gzifa coming to her queen's other flank, while the rest flocked out behind. Nala careful to stay in the center of the pride, feeling well protected with the other lionesses around her.

Sarabi sharply halted before the new king, her head still lifted proud and defiant. She would never grovel to Mufasa's brother. "Yes, Scar?" She demanded sharply while the pride halted behind her. Gzifa settled down at her side, while the others spread out behind her. Karasi stayed at her queen's side, giving the copper lion a hateful glare. Nala sat between Sarafina's paws, watching silently.

Scar stood up and began to circle his small pride, seeming not at all interested in the lionesses. "I believe it is time for you to have a little job..." A sly grin flickered across his pale muzzle.

Asabi snorted a loud from her spot beside Uzuri and the ruddy lioness Keyah. Yet it was Sarabi who spoke. "We have a job. We hunt for the pride."

"Ah, now." The copper king fixed his eyes turning squarely onto the tawny queen. "Obviously you haven't been doing a very good job." His head lifted high, moving his coal-black mane. "Do you hear those growls of hunger?"

"What are you implying?" Sarabi snarled allowed.

"You are responsible for feeding to all of them." As if on cue, lightening lit up the sky and all of the hungry eyes of dozens of hyenas massed around them.

"Since when has it been the pride's job to feed another kind?" Sarafina spat, anger burning like a fire within the usually quiet lioness. "Let the lowly things hunt for themselves!"

"You see, I would." Scar chuckled softly. "But there is one little problem, you see they like the taste of cubs." He drew closer to the lioness, green eyes flashing his displeasure when she did not back down, his eyes falling for a moment on Nala before he moved off. "Unless you want them to eat your daughter, you will be taking your orders from them."

Karasi released a low snarl, staring downwardly at Scar. "Mufasa would have ne..." She was halfway through her sentence when the scared king wheeled on her, slapping her across the face and sending the sooty lioness sprawling.

An angrily growl arose from the pride's throat as one, as they lounged forward to defend their own only to be blocked off by a horde of snarling hyenas.

"Never say that name!" Scar had never allowed open hatred to grace his face. Iinstead, he kept it back with a sly, displeased face. His visage was now broken as he stepped towards the downed lioness. Craning his neck to look at her before stalking off a few steps away.

Stiffly, Karasi rose to her feet, trying to clear her head as she glowered at the copper coated Scar. "Since when was naming a fallen king a crime?" She challenged, lifting her head stubbornly.

"What?" Scar turned about fiercely, coming face to face with her, furious that the large lioness had the nerve to talk back to him.

"Since when was naming a fallen king a crime?" She questioned, her voice low but holding the same amount of challenge in it.

"Since now!" Scar snarled, green eyes flashing dangerously as he raised a paw threatening to slap the bold lioness again before turning on Sarabi in an accusing manner. "Teach your lionesses to hold their tongue!" He snapped, fuming. "Now, go." He snapped turning and sauntering back into his cavern.

Sarabi's lip curled as the hyenas that had blocked her path from Karasi's side moments before, wondered away. The lioness sprang towards her ally, nuzzling the other in a companionable manner. Not even seeming to notice, Karasi watched the departure of Scar hatefully.