A/N: I hadn't said it yet, but credit goes to T0PH4T for correctly guessing that Ushari was bad news. The number one rule of fantasy literature still holds: Never trust a snake! There is also one person who correctly guessed another big plot point which plays a role in this chapter, though I'm not sure he realized it was important so I won't reveal it yet. I always try to make my stories a bit of a 'fair play whodunnit' in that you can guess what's going to happen, so it's nice to see I didn't make the mysteries here too difficult to guess :)

"Well," sighed Scar. "This feels familiar."

Kion watched as the old lion gazed out over the endless savannah, which stretched out before them and reached further than the eye could see. He opened his mouth, unsure of what to say.

"Granduncle," he said, "do you have to go?"

Scar turned around and grinned slyly. "Well now, what's this? And here I thought you would be glad to see the back of me. Surely you understand, my boy, that your father has to keep to his judgment for the sake of honour? After all, I killed his father, and it would hardly look good if he welcomed me back."

"Yeah, well," Kion mumbled, avoiding his gaze. "Maybe I don't like honour so much right now."

If a king could not do what he thought was right, then there was no point in being king, or so it seemed to him. Then again, he supposed that was why he had never envied his sister.

Scar's grin twisted into a wry grimace. "So I've managed to corrupt you a little after all. That's a relief." He seemed to notice something behind Kion, and he nodded his head in response. "Well, how about that. Looks like I'm getting a farewell committee."

Kion turned and saw that his mother and father were exiting Pride Rock, marching together as king and queen. The two of them walked up to Kion and Scar, stopping a short distance away from them. Simba had not managed to find a connection with Zazu either, and the pain was still plain on his face – or perhaps that was mistaking the cause entirely.

Nala inclined her head. "Thank you for saving my son, Scar. It was… good to have you back, for however short a while it lasted."

"Don't mention it." He inclined his head towards Simba. "My king."

Simba gave him an awkward nod back. "Uncle."

"Oh come on," said Kion. "Are you two seriously still acting like that?" He turned his incredulous gaze from Scar to his father, who at least had the decency to look embarrassed. "Dad, you've missed him this entire time! You could barely go a day without mentioning him or his deeds or how I should make sure not to end up like him, and now the first thing you do after he comes back is to send him away again?"

Simba looked torn between acting stern and abashed, but Nala saved him the trouble by speaking first. "The king's command is law, but Shenzi and the hyenas still need to be dealt with, and there's been no news about Bunga. If Scar is not allowed to stay here, perhaps the two of you could take to meeting outside the border to discuss?"

That gave them pause. "I could have one of the lionesses bring some zebra while we talk things over," Simba suggested, trying a little too hard to school his features. "I mean… if you want to."

"Zebra would be nice," Scar agreed reluctantly.

-The Outlands, one day earlier-

When the foul smoke drifted towards Ushari, it was by far the worst thing he had ever smelled. At the core of it was merely hot stone tinted with sulphur, like you might smell lying huddled in a crag under a blazing afternoon sun, but it was overwhelmed by the oppressive stench of burning fur and flesh. On top of that there was the crimson fruit itself, more a prickle inside the nostrils than a distinct smell, but even that was overpowered by death's own perfume, which stuck to his tongue like a sickly sweet poison.

He slithered halfway towards Janja in an attempt to secure his prize, and then collapsed into the dust. He found himself staring blankly upwards, feeling oddly detached.

Stars. The sky was filled with stars.

The constellations seemed to tumble and fall around him, pattering down like so many raindrops. But while most kept falling and never landed, there was one that kept going, growing in size and intensity until its golden light eclipsed all others. The ball of fire hurled towards him like a blazing sun, searing his eyes until he feared he would never be able to see again, and then –

He blinked.

The earth was moving beneath him, still rumbling from the erupting volcano – but no, he was just being carried on the back of a hyena. It was one of the mad ones who always giggled. Ushari had half expected them to follow Shenzi into the lava, but it seemed that they were not quite mad enough for that. Or perhaps they simply did not know how to act unless ordered.

"Where…" He gave a rasping cough, trying to clear his throat. "Where are we going?"

"South." It was Janja's voice, though Ushari could not see the hyena from where he was draped over his mount's back. In fact, all he could see was the ground hobbling underneath him, and he squeezed his eyes shut before the sight could make him any sicker than he already was. "We need water if we're gonna go any further, and the southern waterhole is the closest one that's away from the volcano."

"Don't," Ushari said, trying to gather his thoughts. "Take us further, to Pua's float. We can get water there."

"Pua's float?" He could hear the confusion in Janja's voice. "You want us to go to the Pridelands? Why?"

"We need allies." He tried to steady his head, which swayed wildly with each step of his mount, but trying to compensate for the movement only made his sickness worse. "The honey badger knows of our plans. If the Pridelanders discover the truth, they'll kill us all. We need to rally the reptiles behind us like we planned, before it's too late."

"We? You and Shenzi, you mean." There was deep suspicion in Janja's voice, but there was more to it than that. His words were heavier – stronger, somehow, or perhaps it only seemed that way because he himself felt weaker in comparison. "I don't see why me and the boys should do anything you say, snake."

"The name's Ushari," he said, "and your mother and I have been working together for a long time now. You agreed to follow her wishes and become ruler of the Outlands, did you not?" He waited, but he could not see Janja's expression. "Then if we are to defeat the Lion Kings, we'll need to rally all of their downtrodden subjects, starting with the crocodiles. We king cobra's have commanded the reptiles for aeons: No matter how many centuries have passed, they will remember our cause." He felt a faint swell of pride at the thought, but it was drowned out by the churning in his stomach.

"Hold on," said Janja, "stop!" Ushari's hyena mount kept walking, but then a second later there was a sound like a snarl but louder. It was not until he was hurled through the air that he realized Janja had roared at them.

Ushari landed onto the dirt with a thud and looked up dazedly. Janja was now looming over him, though his ire seemed mostly directed at Shenzi's former companions. "When I say stop, you stop, got that furbrains? Or do I need to roar at you again?" The two mad hyenas looked at each other for a second, and then nodded enthusiastically, which all things considered was not the most intelligible response.

Janja sighed and turned away in disgust. "You killed my mother," he said, leaving little doubt as to who he was addressing. "Or convinced her to kill herself, anyway. The point is, I don't like you, and I don't care for any of that weird crap you say. That clear?"

Ushari raised himself up, taking care not to seem too threatening. Janja might be small for a hyena, but none of that mattered now that Shenzi's spirit was empowering him. "Your mother gave up her life for you," he said carefully. "Her dying wish was for you and me to continue her legacy, by defeating the Lion Kings and taking their place in the Circle of Life. Surely you would wish to honour that?"

"Honour," Janja spat. "You must've mistaken me for some kinda lion." He looked down at Ushari with not a hint of fear in his eyes. "I'll let you tag along since mother seemed to think you were useful, and she never did used to think that about a lot of people. But if you're with me then you're part of my clan, and that means you do as I tell you. Got it?"

"Of course," Ushari demurred.

They took off again, this time in what Ushari hoped was the direction of Pua's float. As he slithered through the dust once more, sickness still churning in his stomach, he found himself wishing he was still being carried by one of the hyenas. He half thought about asking if he could maybe rest coiled upon their back this time instead of dangling from either side, but no – he would rather die.

After a while the scenery changed around them, as the desolate grey waste became lush greenery with actual trees and plants, and Ushari decided they had crossed into the Pridelands after all. Some time later they came upon a large pond, the watering hole having shrunk with the approach of the dry season. Aside from a smattering of reeds, frogs and water lilies, the place was quiet with only the occasional ripple from water striders dancing across the surface of the lake.

One of Janja's larger hyenas moved forward until his paws were in the water and looked around dumbly. "Uhh… Janja? I don't see any crocodiles here."

"That's 'cause there aren't any, furbrain." Janja turned to Ushari, looking none too impressed. "Well, snake? Where did your crocodile friends go? I thought you said all the reptiles in the Pridelands were just itching to join up with our cause."

"They should be here," Ushari said uncertainly. "With the dry season approaching, there are only so many places they can be." He supposed they could have moved to a lake with bigger fish, but…

There was a yelp and a splashing sound as the foremost hyena was pulled under. A second later green and brown shapes rose up from the water in between the reeds: Crocodiles covered in mud and looking none too friendly. "Well, will you look at that," the biggest and meanest-looking amongst them said. "Looks like dinner just shows up and delivers itself right into our mouths nowadays. I like it."

"Uh, Janja," said the hyena who was now deep in the water and surrounded by crocodiles, "I think he might be talking about me."

Janja stepped forward, growling dangerously. "Back off, you bunch of overgrown lizards. Nobody beats my boys around except me – and you're not nearly good looking enough to be me, so beat it!"

The large crocodile grinned viciously. "Ho ho, dinner that talks back! Not so sold on that one – but that part's easily remedied."

"That's enough, Makuu." Another crocodile emerged from the reeds, looking like he had been resting in the cool mud. "Visitors should be treated with respect."

"Pua," Ushari said with relief. The old crocodile was known to be a wise and just ruler, which were rare traits for a crocodile – though it had not always been that way. "It's good to see you again. I'm afraid there's little time to catch up: Events are finally coming to a head, and it is time for the revolution to commence. We need your float to assist us in battle as we rise up against the lion oppressor."

"Ah," the old crocodile said. "Ushari, was it? You'll have to speak a bit more slowly: I'm afraid the years have been coming on, and, well, you know how it is… What was that about us being oppressed?"

"We talked about this," Ushari hissed, speaking as slowly as his patience allowed. "We reptiles used to rule the earth, back when we used our mystic might to build stone structures that reached all the way to the sky and communed directly with the gods. After the fall it was foretold that one day our empire would rise again, and now at last that day has come. I, Ushari of the king cobras, call upon you and your float to aid us against the lions as we finally take back our rightful place amongst the stars!"

"Ah…" Pua said, slowly. "But Ushari, all of that was such a very long time ago. Really, under King Simba, things have been quite agreeable. We have plenty of water, and the watering holes are full of fish…"

The more brutish crocodile snorted derisively. "Not full enough for us to join in, if that bloody hippo is to be believed. I keep telling you Pua, you need to learn to stop taking no for an answer!"

"Now now Makuu," the old crocodile chided. "We must be grateful for what the Circle of Life offers us. If we eat all the fish before they have a chance to reproduce, there soon won't be anything left for any of us."

Janja laughed scathingly. "You fools actually follow the Circle of Life? What kind of predators are you, taking orders from herbivores? That's pathetic."

The brutish crocodile advanced menacingly on Janja. "Watch it, hyena. Pua and I might have our disagreements, but nobody makes a fool of crocodiles and lives to tell the tale."

Janja laughed again, a dangerously manic edge to his voice. "Except hippos, apparently!"

The other crocodiles began to surround Janja, snapping at him even as Pua tried vainly to talk them down. Janja's pack of wounded and crazed hyenas rallied around him in response, preparing for a fight. Ushari watched the unfolding spectacle with a sharply rising ire. None of this was happening like it was supposed to, but then again he should not be surprised, because things never did. They never, ever did.

"Stop this," he hissed. "Stand down, both of you. Pua, by the divine right instilled in me as the reptile king, I command you to swear your float to my command!"

"Beat it, snake." Without even turning around to look, one of the crocodiles lashed out with its tail and slammed into Ushari, sending him flying. He felt the world grow dark even before his body impacted the nearest tree and he slumped onto the ground.

He could see the stars again, though he was not sure if his eyes were even open.

The golden star was still falling, racing to the earth as though it were doomed to do so forever. Finally it came roaring overhead like a meteor, and with a flash of blinding light it crashed into the earth. It missed Ushari by a hair, impacting the ground behind him to form a smoking crater in the ground – the ground which did not in any way resemble the area he had passed through earlier.

They say that when you wish upon a star, all your wildest dreams come true…

He slithered towards the crash site, a dark curiosity helping to overcome his fear. From the chasm, a single strand of smoke rose up ethereally. All around him there was nothing but grassland, stretching on into infinity, all of it cast in shades of blue and grey underneath the starlit sky. The surroundings seemed to pass him by almost instantly, distance becoming meaningless as was so often the case in dreams.

The next he looked he was at the landing site, staring down into the chasm, glaring against the unnatural golden light. He knew there was something at the bottom, but there was no way to make out its form.

"Who are you?"

Ushari recoiled from the rumbling ethereal voice, which had seemed to emanate from inside his own head, but there was nowhere to run to in a realm where distance was meaningless. "I am but a humble Pridelander," he said carefully. "My name is Ushari."

"A commoner, then. Not that it matters, for I am king no longer. Our reign is ended; all of it is gone…"

Ushari flicked out his tongue as if to taste the situation, but the cold empty air told him nothing. "You were a king? Then if you are troubled… perhaps I can be of service? I am but a mere snake, yet in aeons past my kind also ruled the world as kings. Alas, our kingdom has fallen."

A groaning, humourless sound rumbled from down below, causing the ground to tremble. "Gravity gets us all in the end, it seems. But I am beyond help: My own son rejected me, even as his brother betrayed me and consorted with the offspring of the hyenas that killed his own mother. And now, he has corrupted even my great-grandson and turned him against me. I am lost…"

Ushari stared against the burning yellow light with horrified fascination. "All great kings are lost from time to time," he said at last. "That is why the kings of the past had the royal mjuzi to guide them in times of need. I too have learned enlightenment, my liege. Perhaps I could fulfil the same role for you?"

"Hah. Advisors… lickspittles and flatterers. I have no patience for them."

He bobbed his head unthinkingly, nodding as he took in the information. "I see. Your majesty, in that case, would you allow me to speak plainly?" There was no answer, which Ushari took as acquiescence. "You are king Ahadi, yes? I think I know these hyenas you speak of. They are indeed with the traitor Scar even now, working to subvert and destroy the very kingdom that you helped to build. If you are truly who I think you are, then help me to destroy these foul creatures!"

There was another groaning sound. "It is useless. The chains that bind me are gone – I am fading. My light dims…"

Ushari would have frowned if he was able. There was a puzzle here, of that he was certain. Ahadi was a king of the past and had been Captain of the Guard on top of that, so it was not surprising that his spirit was strong – and yet, he had never heard of any of the other spirit kings manifesting like this.

He struggled to find a clue with which to start unravelling the web. What else could he look to for comparison? Zira, who still floated around Scar's head as a glowing ember, and Shenzi whom they had bound together with Janja. What they all had in common was… connections. Chains that bound them to this world.

What was it that had tethered Ahadi all this time? What was it that had imbued him with such power? He thought he knew the answer, and he could not help but scoff at the realization.

"How pathetic," he said, this time speaking directly from the heart. "You, supposedly the greatest king that ever lived, giving up the first time you encounter a competent enemy? That is just… unbearably sad."

"Careful, snake! I may have fallen, but I still wield power over you."

Ushari flicked out his tongue, tasting nothing but weakness and defeat. "You wield power, do you? No, it is the animals of this kingdom who persevere despite their troubles who are truly powerful. You, who had everything and gave it up over nothing? You, who turned his back on his own family over grief and petty spite? I am not surprised to hear that you are Scar's father; the two of you are exactly the same."

There was a roar of purest rage and light that blasted from the crater, and Ushari fell backwards even as a plume of golden flame blasted upwards like a volcanic geyser. He tried to crawl away, but the distance remained the same – there was nothing in the world now but light and fire, and the golden rage itself.

"You are no god," Ushari said, swallowing. He tried to remember what his plan had been, but it was getting hard to think as the golden light threatened to burn straight through his retinas. "You are not even a king. You are nothing but a memory of spite and bitter rage, doomed by your own self-loathing to destroy everything you ever cared about."

A clawed paw reached up over the edge of the crater like a golden demon climbing up along the edge of the world, and the terror in Ushari's heart and the blinding light both redoubled. He tried to remember all the times he had felt fear before – all the times he had been beaten around, and humiliated. All the times he had been forced to crawl through the dirt and the muck, born as he was without limbs. And he remembered what it was that had made him strong.

"Disappear!"

The creature raised itself upwards, now existing only as a living sun. It was impossible to see its form for it was made of light, and the world around it was nothing but light, and the radiance burned itself into Ushari with all the fury of hate itself. He let the golden tide wash over him even as it scorched away his flesh, allowing his body to disintegrate as he remembered the last truth he knew but which he had never dared admit: That the other animals did not know or cared to remember what had happened all that time ago, and that they never would. In this world, he really was nothing but a snake.

He stared back at the light of death with empty sockets. "I am… stronger than you."

There was one last roar, this one weaker than before, and then he felt the light filling him, fuelling him as he absorbed its power; accepting all of the pain and hate and reforging it as a part of himself.

When he awoke it was fresh eyes, for his spirit had been born anew.

In the distance, familiar voices were still arguing with each other as though nothing had happened. "So that's how you wanna play it," Janja said. "Well, maybe I won't even let you join my clan, because you're not cool enough. How do you like that, huh?"

"I like it just fine," said Makuu, "since like I said, we don't want you here!"

"What are you hyenas doing here, anyway?" This time it was Pua's voice. "King Mufasa ordered you to stay in the Outlands, and I don't think King Simba changed his mind, did he? After all, we have to be loyal to our liege."

The words filled Ushari with rage even as he took in the familiar surroundings. The crocodiles were supposed to be loyal to him. He was their true king, of aeons past… but no. All of that had been a lie, hadn't it? A lie to distract himself from his own miserable, pitiful existence…

How pathetic / unbearably sad

He shook his head and slithered closer, ignoring the building pressure that was threatening to crack his body open from within. He ignored the looks the crocodiles and hyenas gave him, the sideways glances they shot him before going back to quibbling with each other. Pointless, mindless bickering, neither side willing to back down despite having long forgotten the cause of their argument…

At last Pua seemed to notice him. "Oh, Ushari," he said blandly. "I was wondering where you had gone."

His light dims / frayed at the edges

Ushari stared into those blank, whitened eyes, and felt his fury flare anew. The crocodile he had known and respected was long gone: Death had already sucked him dry, leaving only a hollow shell of bones and leathery flesh behind to serve as a snack for later.

Disappear…

He opened his mouth, but instead of words a blast of purest light came out. The golden fire slammed into the crocodile, incinerating him even as the water of the pond blasted upwards and threw him in the air, watery tendrils tearing his body asunder while doing nothing to extinguish the burning pieces. Flecks of ash and dust rained down on them as the hyenas and crocodiles watched in horror.

At last Ushari closed his mouth, and stillness reigned once more. "I am going to rule this land and restore my kingdom," he said at last, tasting the words as he spoke. "What you think about that is of no consequence. However, if you side with me I shall grant you privileges such that no hippo will ever think to order you around again, and the greatest amongst you shall wield power same as mine. You may flee if you prefer, but do not stop running if you do, for if I find you in my way I shall destroy you."

He looked around the circle of frightened faces. Of all of them, Makuu and Janja stepped back furthest, as if to try and hide behind the others. Good. It seems they are the smart ones, after all.

He flicked out his tongue, once more tasting the stench of death upon the air. In truth, it had never left.