Timon thought he had a good plan, dig tunnels and trap the hyenas, save the Pridelands but once again Timon's plan failed. Timon, Jess, and Max were all pressed against a wall with the hyena trio Shenzi, Banzai, Ed closing in, similing sinisterly.

"What are we going to do?" Jess wondered, The hyenas laughed at the failed plan. Timon just stood there quietly with disappointment that he thought his plan would work, Jess and Max looked at him.

"There is nothing we can do" Timon told her

"What!?" Max yelled "Your just giving up, just like that?" he asked

"Max, I tried but as you can see the trap failed" Timon answered

"Well well, so this was a trick to lure us away from Simba" Shenzi snickered "Nice try I admit, but you have failed" she said to Timon but couldn't help but notice that the red head meerkat was quite buffed.

"You think I was going to let you attack my friend?" Timon asked in a low voice

"Simba is one of your friends" Banzai snarked

"Correction my only friend" Timon replied to the male hyena

"Why do you care what happens to your lion friend?" Shenzi sneered

"I care because, I was the one that found him, took him in and basically raised him" Timon snarked back

"You raised Simba on your own?" Banzai asked him

"Did I stutter?" Timon snipped

The male hyena glowered at the meerkat's additude

"Alright that's enough, let's dine and dash" Shenzi smiled "then after Scar defeats your friend, We will rule the pridelands" she said. Shenzi, Banzai, and Ed approached them, they were only five feet away from the meerkats, Jess and Max saw their life flash before their eyes, Timon just stood there, unafraid closing his hands into fists, not was not going anywhere without a fight. Which the hyenas noticed when the were three feet from them.

"How come this one isn't afraid of us?" Banzai gestured at Timon's expression

"I am noticing that now to" Shenzi replied "Hey you!" Shenzi barked

Timon, Jess, and Max looked at each, wondered which one the hyena matriarch was talking to.

"The one with the red hair" Shenzi told them, Timon pointed to himself "Yes you, step forward" she ordered him

Timon just stood their not moving.

Shenzi getting impatient "Now!" she shouted

Timon just rolled his eyes and took a step forward

"How come you are not afraid of us?" Shenzi demanded

"Cause you don't scare me" Timon answered with steel in his voice

Shenzi laughed menacingly by the meerkats bravery "Then you will be the first one to be eaten" she said, advancing on him

Then Timon thought about how Simba was counting on him "I just have one thing to say" Timon said causing Shenzi to pause

"What?" Shenzi asked threatening

"Why do you want to live here in these lands, It's all dead (then glancing were Simba was) No offence Simba" Timon asked

"I asked Scar that and he said "It will shine again"" Shenzi replied, Timon just looked at her shaking his head

"Why are shaking your head like that for?" Banzai asked Timon

"Because this place is never going to shine" Timon told him

"Oh yeah and how do you know?" Shenzi asked skeptically

"Simba told me if there is a land thats dried up like this, It's because the kings are upset" Timon answered

"and why is that?" Banzai asked sullenly

"Their upset because the actions of that person, the sins the have done" Timon said looking at the hyenas

"Hey, don't look at us, we haven't done anything that bad to make the kings sore" Shenzi told him

"Well someone has done The three horrible things" Timon replied

"What horrible things?" Shenzi asked him

"lying, stealing, and the worst of all murder" Timon told her

"We havn't done any of that," Shenzi protested "Well maybe besides eating another animal" she said

"Well what about your pal, Scar?" Timon replied

"Scar wouldn't lie to us, he's our friend" Shenzi insisted "I think" she added

"Okay let me put it this way, does Scar when he promises something does he do it, not really looking?" Timon asked her

Shenzi thought about it then answered "Yes" she answered

"I thought so, Yeah uh, hate to brake it to you Toots, but he was lying to you" Timon replied and is there was one thing he couldn't stand it was other people lying, It sickened him.

"and another thing" Timon added "What did he promise you?" he asked

"He promised us a new life" Shenzi replied

"Did he give it to you?" Timon asked checking his fingernails

"He, didn't" Shenzi replied with a scowl

"and he's not going to, all he wanted was to be the king" Timon told her, the hyenas looked at him with a confused look

"Yeah I know what happened, He lured Simba and his child hood friend to you on purpose, so you would get rid of him" Timon explained "He killed his own brother and he stole the thrown" he finished

Shenzi, Banzai, and Ed stared at the meerkat dumbfounded by how Timon knew this

"How do you know this, how could you possibily know Scar would kill his brother?" Shenzi asked puzzeled

"I know because I watched it happen" Timon told her "He never cared about you, he just wanted you for his pawns" he said

Shenzi then approached him, Timon was starting to get nervous that he went to far by saying pawns but stayed firm. Before Timon could think about that, a shadow past over him, he looked up and saw Shenzi towering over him, she lowered her head down and got nose to nose with him. "Your bluffing" she responded

Timon just looked her into her eyes "Am I?, look into my eyes and see if I'm lying to you" Timon told her

Shenzi looked deep into Timons deep brown eyes to see if he was lying or not, but she saw none, Shenzi looked back to Banzai and Ed "He's telling the truth, stand down" she told them, Banzai and Ed turned and walked off. Shenzi looked back to Jess and Max "Your free to go" she told them. Jess and Max walked past the matriarch, Timon was just walking past Shenzi, when she whipped around and pinned Timon against the wall next to her with a paw pressed against his chest. "Not you, your coming with me" she told him.

"Hey, I told you the truth, if you don't believe me take a look for yourself" Timon told her "But leave me out of this" he said

"I don't think so" Shenzi retorted then got close to his face again "Your with me or I will rip you to shreds and eat whats left" she threatened

"Fine, but if he's lying don't come crying" Timon told her

"and another thing, watch how you talk" Shenzi told while pressing her paw against his chest harder "Now let's move" she ordered, letting him go

"I can't believe I'm taking orders from a hyena" Timon told himself

Shenzi smiled sinisterly "Let me put it in words you will understand" she told him "Come with me or I will place you in my stomach" she said

"Fine" Timon grumbled

"Timon are you sure this is a good idea?" Jess asked

"Nope, but there is no choice" Timon said before running off with Shenzi

later with Timon and Shenzi

"Will you hurry up" Timon told her quietly

"Well sorry, but I can't run as fast as you" Shenzi snipped at him

"You have longer legs then mine, you should be able to cover more ground" Timon insisted, Timon was running when he saw some shadows of hyenas from around a corner, Timon hid in a small cave, Shenzi ran over and hid in the same cave, but unfortunately it was so small that the two animals were scrunched up against one another, The hyenas ran past them.

Timon and Shenzi emerged from the cave and took off, They ran until they reached a huge wall that Timon and Shenzi knew they had to climb.

"Cool we get to climb, One of the many things I enjoy and I'm good at" Timon said, It's true, Timon loved to climb pretty much anything, but the issue was Hyenas couldn't climb something like that.

"How good?" Shenzi asked

"Very good actually, maybe not as good as a monkey, but I'm pretty good, even with something tied to my back" Timon boasted

Shenzi just stood there thinking "I can't climb, but maybe the squirt can help me, but then again I'm too heavy, unless" She thought

"Well let's go Shenzi" Timon told her, walked up to the wall and go ready to climb.

"How do you know my name?" Shenzi asked surprised

"Shenzi, your in my home all the time trying to eat me and my follow meerkats" Timon replied

"Can you keep a promise?" Shenzi asked

"I don't see why I should, no one has done anything for me, but go ahead" Timon said

"Okay, I have something that will make me smaller that will help us" Shenzi told him

"What?" Timon asked

Shenzi Not saying a word grabbed Timon with her mouth and dragged him off with her.

"Hey!" Timon protested "Simba and Scar are that way" he reminded her

"I know, but I can't climb" Shenzi told him

After a while Shenzi reached a cave, she walked in and placed Timon on the ground, then Shenzi walked over to a rock pile and started to look for something.

"What are you doing?" Timon asked

"Shh!" Shenzi hissed "Ah ha, here it is" she said while picking up what looked like to be a bean.

"What is that weird looking bean" Timon asked, he wasn't lying about the bean looking weird, the bean was a charcoal color looking bean.

"Just watch" She told him before she popped into her mouth and swallowed it, after a second she disappeared.

"Where did you go?" Timon wondered while he looked up, then he looked down and saw a really small Shenzi about as tall as he is "What Th-!" he started, but one of Shenzi's little paws covered his mouth, shutting him up.

"Shh!, the bean I ate is to make someone shrink, but temporally" Shenzi told him

"I see, Now let's go" Timon told her before running off with a tiny Shenzi following him.

When Timon and a tiny Shenzi reached the wall they formally found.

"Okay let's climb" Timon told her

"Uh, are you forgetting something, I can't climb" Shenzi reminded him

"Then why did you need to shrink?" Timon asked

"I shrank because, your climbing with me clinging to your back" Shenzi told him

"Pardon?" Timon said puzzled

"Look I'm going to need help" Shenzi told him

"Fine" Timon gave up, croached down allowing Shenzi to climb "all aboard" he said

Shenzi walked closer and climbed on Timon's back and got a good grip, Timon stood up with Shenzi attached to his back, he approached the wall with determination writing on his face, then steeled himself and ran at the wall, jumped high and sunk his nails into the wall, and started to climb a 100 foot cliff with a tiny Shenzi clung to his back, Timon climbed and climbed, quarter of the way up, he saw a rock to hang from to his left and lept on to it causing Shenzi to scream and cling tighter, he looked to the right and saw another rock three feet away from him and two feet up, Timon got ready he jumped up and over and clung to that rock, got up and stood on it.

"Are you trying to give me a heart attack?" Shenzi demanded

"No" Timon replied

"Then stop pulling stunts like that!" Shenzi hissed at him

"Well sorry, but sometimes you have to jump to a branch or in this case a rock" Timon told her

"Well a little warning would be nice" Shenzi replied

"Shenzi why do you work with that lion?" Timon asked her while he started to climb again

"Well he's my friend for one" Shenzi told him

"Well, what will you do if you saw, he was misusing you and the others?" Timon wondered

"I don't know" Shenzi simply said, and remand quietly. Timon continued his climb, he climbed up rocks , across ledges, sideways dangling from narrow ledges while climbing sideways and sometimes he had to climb up sideways on some ledges. Shenzi the whole time was just watching and feeling his slim arms bulge when he climbed, and call her crazy but she loved how the muscles in his back were pressed against her chest and stomach. Timon was half way up it when he saw it was going to get harder, sighing "Good news and bad news" Timon said to Shenzi "What good and bad news?" she asked. "Well we are half way there, the bad news it is going to get harder" he told Shenzi, "just hang on" he added, and continued climbing again, he grabbed rock after rock, Timon looked to his right and saw a rock poking out like a finger, Timon lept to it and wrapped his arms around the rock, he looked over and saw a bunch of rocks sticking out from it "What happened to this place it wasn't always like this", "It started to change when Scar started to rule" Shenzi answered "Ok, You better hold on tighter and you might went to use your hindlegs and wrap them my waist" He told her, Shenzi held on tighter and wrapped her hind legs aound his waist, Timon blushed a little when he felt Shenzi's lower stomach press against his lower back, but Timon focused on the task.

Timon got on the rock and closed he's eyes and Timon's mind made a plan, Timon opened he's eyes, and jumped from one rock to the other with a grace that blew Shenzi's mind "He wasn't lying when he said he was a good climber, No scrach that, he's a great climber" Shenzi thought "and I love the way his muscles pressed against me feel, Firm and solid" another part of her mind spoke to her "Whoa easy there Shenzi, you don't even know he's name" Shenzi scolded herself. Timon saw a wide ledge were he could walk, Timon quickly climbed to it, and swung back and forth, he let go and grabbed on to a rock and allowed he's momentum to carry him in a flip and landed on his feet on the ledge, Shenzi didn't really like seeing the horrizon spin, so she held on as tight as she could with her fore and hindlegs.

"Uh, what did you say your name was again?" Shenzi asked him

"Uh, I didn't" Timon answered her

"What is it?" Shenzi asked

"Not to sound rude" Timon said while climbing "But why are you asking me that, now?" he asked

"I just want to know who am with" Shenzi replied

"My name is Timon" Timon said

"Timon as in Timon Berkowitz" Shenzi wondered

"Uh, yeah" Timon said

"Well Timon, how much more do we have to do?" Shenzi asked

"Shenzi, I'm the one who's doing the work" Timon told her before running at a ledge that was eight feet from him and jumped, and for a minute, Timon thought he was flying. Timon grabbed the ledge with he's out stretched arms and sunk his nails into it, hualing himself over it, Timon walked on the ledge and approached some rocks that looked like some steps, and on his hands and feet, he climbed up them. Timon looked and saw only a quarter left to climb. approached a wall and jumped and grabbed the wall and pulled him and Shenzi up it, The thing was Timon was good at climbing trees, but Priderock was a bit challenging and Timon was beginning to strain, but still high on adrenaline, Timon pushed himself farther then he ever had in his life, each time he sunk he's nails in the wall and pulled himself and Shenzi up, a new grunt of pain came from him.

Shenzi in meantime was still clung to him, She felt Timon's arms were starting to strain, actually she felt every muscle in him strain, everytime Timon climbed, Shenzi could feel he's muscles shake and the grunts coming from him, was starting to concern her. But Shenzi actaully liked feeling his muscles in his back and his waist quake against her hind legs and feet. "How many times have you climbed something like this?" Shenzi wondered. "Uh, I actually can't count that high" Timon told while climbing and grabbed the ledge and with great effort he pulled himself on to the ledge, That statement really took her by surprise "That many?, this meerkat continues to amaze me" Shenzi thought to herself. "Okay, We have arrived at our destination, everybody off" Timon grunted out, Shenzi climbed off of Timon's back and onto the ledge, Then turned and helped Timon on to the ledge, Timon panted heavily.

"I did it, ha ha. now. let's. find your pal Scar" Timon said between pants, Shenzi gently patted him on the back "Good job, Cowboy" Shenzi smiled.

"Thanks" Timon smirked at the nickname, then he got to his feet.

"Let's find Scar" Shenzi told him

"Where?, all I see are walls of flames" Timon told her

"I'm sure their here" Shenzi replied

Timon strained his eyes and saw Two lions standing there, not want to be seen Timon got low and crawled with Shenzi right next to him, They hid behind a bunch of rocks. One lion had a red mane and when lion was thin and had a black mane.

"It's them" Timon and Shenzi spoke out at once

"Now all we need to do is wait" Shenzi said to him

"Yep" Timon replied Timon and Shenzi stood and listened.