The Pony Guard: Return of the Elements and the Roar

by MXCDarkHorse2020

Chapters

A Tale of Two Brothers
Learning of the Prophecy of the Two Sisters
Assembling the Lion Guard
New Arrivals in Ponyville
Talks, Bonds, and a Dark Turn of Events
Protecting the Pride Lands and New Changes
Tests and Challenges
Search and Detour
Facing Off Against Nightmare Moon
The Pony Guard and Friendship is Magic
A Tale of Two Sisters

A Tale of Two Brothers

Prologue Part Two: A Tale of Two Brothers:

A Tale of Two Brothers

Once upon a time, in the Pride Lands, there were two lions who were both brothers and protect the Pride Lands together. The eldest was in charge of ruling of the Pride Lands as their king while the youngest was in charge of leading the Lion Guard. To do this the eldest brother negotiates with other animals to ensure peace in between them while the younger brother regularly patrols the Pride Lands and takes action to repel any threats away from their land with his team and the Roar of the Elders by his side.

But as time went on, the younger brother became resentful as the animals in the Pride Lands greatly praised the elder brother’s accomplishments as king while ignoring the younger brother’s accomplishments during his time as leader of the Lion Guard thus leading to him believing that he should be king instead of his older brother and letting the power of the Roar get to his head.

One fateful day, the younger lion ordered the Lion Guard to help him take down his elder brother. When the Guard refused, their leader was furious, and then used the Roar to destroy the Lion Guard. What he didn’t realize was that by using the Roar for evil, he would lose the power of the Roar completely.

Years later, the elder brother got married and had a son who is destined to succeed him as King of the Pride Lands, leaving his younger brother’s jealousy and hatred for his brother increased to the point he decides to take action.

He successfully takes over the throne by betraying his brother to his death and banishes his son and blaming him for his father’s death leading to the young cub to run away in fear and shame.

Years later, the young lion grows big and strong and defeats his uncle and then reclaims the throne and then becomes the king he is truly destined to be as he too marries and goes on to have two cubs a young girl who is the eldest and a young boy who is the youngest. As tradition, the eldest child as destined to succeed her father as ruler of the Pride Lands but as for the younger son is he truly destined to prove that he is the new leader of the Lion Guard to succeed the devastating legacy his great uncle behind?

“Well I will never be like Scar! Ever!” Kion, a young lion with golden yellow fur, a small combed back red mane, and brown eyes voiced his vow after hearing the tale of the previous Lion Guard.

Learning of the Prophecy of the Two Sisters

As Twilight walks over to her home towards the tower near the Canterlot Castle with a saddle bag on her back before she finds herself intercepted by three unicorns.

"There you are Twilight!" Twinkleshine, the white unicorn with a curly pink mane and tail, bright blue eyes, her cutie mark was three blue stars called outwith two ponies by her side, Lemon Hearts, a pony with bright yellow fur, with a blue mane, red-violet eyes, and two light blue hearts and one light green for her cutie mark, and Minuette, a pony with blue fur, a dark and light blue mane and tail, with blue eyes, and an hourglass cutie mark. "Moondancer is having a little get-together in the west castle courtyard. You wanna come with us?"

"Oh, sorry girls." Twilight quickly said as she recoiled a bit. " I've got a lot of studying to catch up on!" She said as she gave a forced grin before passing by them and galloped off ahead leaving the three mares sighing in disappointment.

"Does that pony do anything except study?" Twinkleshine asked somehwhat irritated by her refusal to join them. “I think she's more interested in books than friends." She then said as they went on their way.

“I know I heard of the Elements before.” Twilight said to herself as she tries to put her mind and hoof on it as she gallops ahead to the tower ahead of her before running up the stairs before bursting inside as Spike, a young and small dragon with purple skin, green scales and green eyes, carrying a present approaches the door and gets sent flying backwards.

"Spike! SPIIIIKE!" Twilight spoke as she emerged from the doorway. "Spike?" She called out to him as his eyes were still spinning. "Spike, there you are." Twilight said as she gallops past as he clears his head. "Quick Spike, find me that old copy of Predictions and Prophecies." Twilight instructed him before noticing the present impaled on the woozy dragon’s tail. "What's that for?"

"Well it was a gift for Moondancer but..." Spike said as he pulled off the box, dumping a busted teddy bear that squeaked as it hit the floor in the process.

"Oh, Spike." Twilight said not interested in her party as she begins knocking books off a stack with her head and magic. "You know we don't have time for that sort of silly thing."

"But we're on a break." Spike protested to the unicorn as she is more focused on finding a certain book.

"No, no, no... no, no, no!” She grunted in frustration as she pulls aside multiple books. “Spike!”

“It's over here!” Spike called out from the top of a ladder of a different bookshelf with the book she is looking for as she pulls him and the book over with her magic.

“Ah! Elements, Elements, E, E, E... Aha! Elements of Harmony, see: Mare in the Moon?” Twilight said as she examined the book for a specific page.

“Mare in the Moon? But that's just an old ponies' tale.” Spike questioned as he climbed a ladder to put away the books Twilight pulled aside from their shelves.

“Mare, mare... aha! The Mare in the Moon, myth from olden pony times.” Twilight said as she skimmed through the pages to a specific page of an image of Nightmare’s face on a moon in the night sky. “From olden pony times, A powerful pony who wanted to rule Equestria, defeated by the Elements of Harmony and imprisoned in the moon. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal!” She then gasped as she turned to Spike. “Spike! Do you know what this means?”

"But I believe it will happen." Twilight said as she made her way to another table, collecting a scroll with her magic and a quill in her mouth. She then gives it to Spike.

“No.” Spike honestly replied as he lost his balance, fell from the ladder and dropped down before being caught by Twilight who hands her a scroll and quill pen.

"Take a note please, to the Princess." Twilight said to him.

"Okey-dokey." Spike obliged as he begins writing after jumping off of Twilight’s back as she begins to speak aloud while pacing.

"My dearest teacher." Twilight began. "My continuing studies of pony magic have led me to discover that we are on the precipice of disaster."

“Hold on..." Spike interrupted as he is trying to figure out how to spell precipice. "Precp... no... Preci... um..."

"Threshold." Twilight gave him an easier word to use.

"Uhhh..." Spike could only reply as he still doesn’t know how to spell that word either.

"Um…Brink?” Twilight tried again as Spike’s mind is still blank. “That something really bad is about to happen!” Spike finally getting that writes it down as Twilight continues speaking. "For you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she may return to Equestria to bring about her eternal night. Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle."

"Twilight Sparkle..." Spike said as he finished writing. "Got it!"

"Great! Send it." Twilight said.

"Now?" Spike asked a little surprised by this request.

"Of course, Now!" Twilight seriously said.

"Uh, I don't know Twilight." Spike replied unsure about doing so. "Princess Celestia's a little busy getting ready for the Summer Sun Celebration. And it's like, the day after tomorrow."

"That's just it, Spike!" Twilight asserted her stance. "Tomorrow is the thousandth year of the Summer Sun Celebration. It's imperative that the Princess is told right away!"

"Impera... impera...?" Spike again asked as he found trouble spelling another word for the third time.

"Important." Twilight again gave him another easy word as he quickly writes it down before taking a deep breath as he holds the rolled parchment in front of his mouth and then blows green fire over it. The message burns away, but begins to spark and fly outwards, leaving only a tendril of sparkling pink smoke that flies out the window.

“There it’s on it’s way.” Spike replied as he raises a warning finger with a matching tone.

"Oh, I'm not worried Spike." Twilight said undeterred. "The Princess trusts me completely. In all the years she's been my mentor, she's never once doubted me."

Spike still uncertain with crossed arms immediately finds his cheeks bulging as he belches up a burst of green fire that forms into a sealed scroll, which drops to the ground.

“See.” Twilight confidently said as Spike picked up the scroll and began reading it. “I knew the princess would take immediate action."

“My dearest, most faithful student Twilight... You know that I value your diligence and I trust you completely…” Twilight felt pleased to hear it as she looks out the window. “…but you simply must stop reading those dusty old books.”

Twilight gasped upon hearing that.

“Is she serious?” Twilight thought to herself in shock. “Does she not realize the fate of Equestria is at stake?”

“There is more to a young pony's life than just studying. So I've decided to send you to supervise the preparations for the Summer Sun Celebration in this year's location, Ponyville.” Spike continued reading word for word. “And I have an even more essential task for you to complete... make some friends."

Assembling the Lion Guard

In the Pride Lands, Kion had just ran off ahead after being informed that his special roar is the Roar of the Elders and that he is now the new Lion Guard of the leader as well as Scar’s past as leader of the Lion Guard.

Kion deep down is excited about this up also at the same time finds it scary as he personally vowed to himself and his father that he will never be like Scar ever.

“Hey, Kion... Kion!” Bunga, a honey badger with blue fur and white hair called out to him as he was contemplating his new responsibilities as he looked at his reflection in the nearby pond while sliding into the pond leading to Kion getting splashed on.

“Huh? Ergh! Bunga!” Kion said annoyed.

“Ready to start assembling the Lion Guard? Huh? Now? Yeah? Huh?” Bunga eagerly asked as he continued to splash water onto him.

“Yes! Augh! Just stop splashing me!” Kion kindly replied and requested of him.

“Splashing?” He asked sounding confused until he looked down at what he was standing in and then nervously and apologetically chuckled upon realizing his mistake. “Oh. Sorry, Kion.”

“Hakuna matata, Bunga.” Kion nonchalantly shrugged it off. “Now c'mon! Time to assemble the Lion Guard!”

As the two friends ran off their conversation was observed by a vulture named Mzingo with two shades of dark and light blue feathers, a red beak, and gray tail feathers.

“Lion Guard? Hmm...” Mzingo wondered as he secretly followed after them as Kion speaks his mind.

“Dad said the Lion Guard needs the Pride Lands' bravest, strongest, fastest, and keenest of sight. So I think I'll go ask the bravest animal in the Pride Lands first.”

“Kion, wait!” Bunga immediately stopped his lion friend in his tracks. ”Before you go asking whoever you think is the bravest, think about this... I might not be the biggest honey badger. But I know what's in my heart. And I'm not afraid of anything, or anyone!”

“I know, Bunga. That's why...” He acknowledged before being cut off by his friend grabbing him on his fur.

“I'll help the Lion Guard fight hyenas. Or jackals! Or crocodiles! Or vultures!” He further pleaded much to Mzingo’s offended response.

“Or great big rock slides or wild fires or floods! I will stand with the Lion Guard! I'll never give up! I'll, I'll...”

“Why don't you stop talking so I can ask you to join the Lion Guard?” Kion offered as he cut him off.

“Say what...” Bunga responded taken aback by this.

“Come on, Bunga! You're the bravest animal I know! I want you to be the first to join the new Lion Guard.” Kion insisted with his offer.

“Zuka Zama!” The honey badger exclaimed in excitement.

“Zuka Zama, indeed.” Mzingo voiced with intrigue at these new news as he flies off. “I wonder if Janja knows about the Lion Guard...”

“You couldn't have made a better choice.” Bunga continued as he clinged onto Kion. “We're gonna make a great team. I can't wait to tell Uncle Timon and Uncle Pumbaa.

At that moment they heard a pained scream from a distance.

“Kion! Do you hear that?” Bunga asked as they head over to the direction of the voice.

“...little help?”

“Sounds like Kiara's friend, Zuri...” Kion voiced his annoyance with rolled eyes to match.

“And she needs help. Our help! It's our first adventure!” Bunga immediately voiced his excitement unaware that Kion hasn’t voiced his thoughts on the matter. “Lion Guard to the rescue!”

“Lion Guard to the rescue?” Kion said in confusion with his friend calling the shots so soon as he followed after him. “Hey! Bunga, wait up!”

Even Kion keeping up with Bunga wasn’t enough to stop him from jumping into a situation that was already taken care of… or least was until he showed up.

“Stand back, Pride Landers! Bunga of the Lion Guard is here!” The honey badger proudly announced causing Pumbaa a red furred warthog to get distracted leaving the young female lion with cream fur and blue eyes Zuri he was helping to chip one of her claws that was stuck in a log.

“Ow! My claw! Whoa...” She screamed as she slipped and fell face first into another log down below leaving her panicking and screaming

“Creepy crawly bugs! Ew!” She cried in disgust as she shakes them off of her fur as she gets back up.

“Zuri! You hit the jackpot!” Timon a meerkatsaid as he jumped into the log of bugs as Pumbaa followed after him

“It's smorgasbord!” Pumbaa voiced his delight as he munched on the bugs.

“Hang on, Zuri! I'll save you!” Bunga immediately called out to her again until to be stopped by a paw from her friend Kion’s sister, Kiara who like her friend also had cream fur albeit a little more brighter in tone with red-brown eyes similar to her father's.

“Okay, Bunga. You've done enough saving for one day.” She politely insisted him from taking further action before he can continue making things worse as Kion arrived on the scene.

“Bunga, I...“ Kion started before witnessing the aftermath of his friend’s actions. “Whoa. What's going on?”

“Oh! I broke a claw! It hurts!” Zuri cried as Kion approached his sister.

“There, there, Zuri. You're gonna be just fine.” Her friend Tifu another creamed furred female lion with a brighter coat than both her friends and with green eyes comforted her.

“Oh, hey, Kiara. How'd the gazelle tracking go?” Kion asked Kiara as she sighed in annoyance at her friend.

“We never got to the gazelles. Zuri got her claws stuck in a tree.”

“And then she fell face first into a log full of bugs! Mmm, mmm, mmm!” Pumbaa laughed as he continued munching with a mouth full of bugs.

“Bugs are so gross!” Zuri voiced her disgust as everyone silently expressed the same thought as they all looked disturbed by their bizarre taste in food.

“Mmm... And so delicious!” Timon paid no attention to the others as he spotted another bug from behind Zuri’s ear. “Ooh, look. Another one.”

“Get it, get it away!” She screamed before her cries of disgust turned to pain. “Ow, my paw!”

“Hey, everyone. Everyone! Listen to this! Simba just put Kion in charge of the new Lion Guard!” Bunga told everyone as Kion proudly smiles.

“Lion Guard? What's a Lion Guard?” Kiara asked in surprise of hearing this.

“Dad just told me about it.” Kion explained to his sister. “The Lion Guard is the team that protects the Pride Lands and defends the Circle of Life! And I'm it's new leader!”

“I'm gonna be on the Lion Guard, too! It's un-Bunga-lievable!” Bunga voiced his excitement as he flipped forward in front of Kiara’s friends.

“Really?” Kiara asked still surprised at this decision as she doesn’t entirely agree with it. “You and Bunga? Protecting the Pride Lands? Does Dad know about this?”

“Dad told me to assemble the Pride Lands' best.” Kion answered.

“And I'm the best. Just ask me!” Bunga smugly added.

“Well, if you ask me, it sounds like it might be dangerous.” Pumbaa voiced his input on the matter.

“It's worse than that, Pumbaa. It sounds like work.” Timon added in agreement.

“Yeah! It's both!” Bunga replied unfazed to their overly concerned thoughts.

“Eek... Work!” Timon shuddered as he averted his gaze away with closed eye

“Gee, Bunga. I dunno...” The warthog voiced his uncertainity.

“Uncle Pumbaa, Uncle Timon, please?” The honey badger pleaded with them.

“Work? Danger? Definitely not.” The meerkat immediately refused as he placed a hand on his warthog friend. “Have you forgotten our problem-free philosophy? It means no worries...”

“I know it's not Hakuna matata, Uncle Timon.” Bunga acknowledged. “It's, it's... Zuka Zama!”

“Zuka Zama?” Kiara asked as Timon immediately stepped forward.

“Don't ask!” He quickly said not wanting to hear the answer.

“What's Zuka Zama?” Tifu felt the need to ask much to Timon’s dismay.

“What's Zuka Zama?” Bunga expressed his excitement as he briefly picked Timon up before dropping him back on the ground. “What's Zuka Zama? I'll tell you all about Zuka Zama!”

“You had to ask!” Timon voiced his annoyance as Bunga bursts into a musical number as he performs multiple acts of brave and daring things such as walking across a wooden log over a deep ravine and leaping from a high distance into a pool of water as various animals sing to the tune before riding on a rhino while holding onto his horn while leading a conga line before high-fiving Kion.

Zuka Zama

But even still it wasn’t enough to convince Timon to change his mind.

“Meh. Zuka palooka. I still don't think Bunga should be signing up for some jungle patrol.”

“Lion Guard!” Bunga corrected him very annoyed.

“Whatever you call it.” Timon still paid no mind with crossed arms and back turned.

“Timon, Pumbaa, please.” Kion insisted of them. “I really do need Bunga on the Lion Guard. He's the bravest animal I know.”

“Bravest animal you know?” Timon voiced his now impressed tone.

“He's brave, all right. Even if he is bordering on stupid at times.” Kiara silently remarked to her friends.

“Well, when you put it that way...” Pumbaa said now having a change of mind about his stance as Timon shakes Bunga’s hand.

“Congratulations, Bunga! We always knew you had it in you!” Timon commended his adopted relative as Kiara silently has doubts about her brother’s choice.

“Oh, Bunga. I'm so proud, I could…” Pumbaa voiced until he accidentally broke wind causing nearby grass to fall down and die because of his flatulence. “Oops. Sorry.”

“Zuri, let's get you back to Pride Rock.” Kiara offered while trying her best to hide her disgust as her friends were ready and quick to leave as well.

“We're outta here!”

“I better go assemble the rest of my team...” Kion politely excused himself as he ran off to do what he said.

“Wait, Kion! The Lion Guard needs to stick together!” Bunga called out as he followed after him leaving the confused warthog with only his best friend by his side.

Shortly afterwards Kion and Bunga met up with Ono a small white bird with orange feathers was busy eyeing a small rare pink snail before nearly crashing into Bunga before meeting up with Beshte a young gray hippo with blue eyes who was currently using his great strength to move a heavy boulder out of the way blocking a stream of water to create a water slide as they all help Fuli a yellow-furred cheetah with black spots and green eyes stop a group of angry baboons from pursing her just for saying they looked funny for the way they scratched their heads.

“Hey, guys. Thanks for meeting with me. I wanted to talk to you because... Well, I need your help.” Kion began the subject in mind to the rest of his friends,

“What's the kerbubble, Kion?” Beshte asked.

“The five of us are the Pride Lands' fiercest, bravest, strongest, fastest and keenest of sight. And that's why I want you all to join the new Lion Guard.” Kion explained to his friends. “Together, we'll protect the Pride Lands and defend the Circle of Life.”

Ono whistled sounding impressed and intrigued as Beshte shares the same interest as Bunga while Fuli looks on very skeptical of the idea.

“Well, lick my tail and call me a meerkat!”

“Hey! My uncle's a meerkat!” Bunga turned to the hippo sounding very offended by that comment.

“No offense, Bunga...” Beshte quickly apologized for remembering something. “Wait! Aren't you a honey badger?”

“A Lion Guard? Figures.” The cheetah replied in a condescending tone. “Always the lions lording over the Pride Lands.I suppose Simba put you in charge of this little team, Kion?”

“You bet your spots he did!” Bunga immediately said in his defense.

“Fuli, the Lion Guard needs you. You're the Pride Lands' fastest.” Kion tried to reason with her in response to her attitude.

“You got that right.” Fuli smugly remarked. “And you're supposed to be the fiercest?”

“Well, he is a lion...” Beshte replied in support.

“And lions are fierce. It's kinda common knowledge, really...” Ono replied sounding as it was very obvious.

“Show 'em the Roar, Kion. Show 'em the Roar!” Bunga encouraged his friend as he leaped in between them.

“What's Bunga talking about? The Roar?” The cheetah wanted to know what he is talking about as she rolled her eyes unimpressed before getting in his face. “You think you're somethin' special just 'cause you can roar?” She further voices as she continues to look down on the lion.

“Wait 'till you hear it.” Bunga insisted it is a sight to behold before turning to encourage Kion to do so. “C'mon, Kion. Show 'em the Roar!”

“So what is the deal with your roar?” Beshte questioned.

“Oh, you totally have to show us, Kion.” Fuli wanted to see it for herself sounding amused and this special power of his.

“Seeing is believing! Though with a roar, it's more about hearing...” Ono replied sounding interested as well.

“Okay, fine. I'll show you the Roar.” Kion reluctantly replied as he turned away from his friends. “Just, uh, stay behind me. I don't want anybody to get hurt.”

His friends immediately got up right behind him so they can all see it in full glory

“'Scuse me.” Beshte apologetically said as he got in between Fuli and Bunga

“Watch it!” Fuli irritably replied not taking kindly to it.

“Pfft. Groundlings...” Ono stoically remarked to their compliants.

“Ready?” Kion asked his eager friends sans an unimpressed Fuli who nod that they are all ready to hear and see it in full glory. “Okay. This is the Roar... “ Kion bares his claws and musters his breath as he tries to use the roar… only for a simple squeak to come out instead. “What in the Pride Lands...” Kion could only say in surprise when nothing happened like he expected.

“That was... Different.” Ono could only say as Fuli could not resist laughing at the young lion.

“Kion! You call that a roar?” Fuli laughed as she found it very entertaining.

“Didn't sound like a roar.” Beshte said in confusion as Bunga voiced his objections and confusion of why the Roar didn’t come out too.

“That wasn't the Roar! That was a squeak!”

At that moment, Zazu a blue hornbill with a orange-red beak flew over the five friends as Simba approached his son with his daughter and one of her friends standing beside him.

“I've found him, Your Highness! Kion is over here!” The hornbill reported to the king as he looked on very sternly at his son.

“See, Dad? Just like I said.” Kiara told her father sounding very concerned of Kion’s team herself.

“Thank you, Kiara.” Simba kindly replied to his daughter. “You and Tiifu go ahead and track the gazelle. I need to talk with Kion. Alone.”

“Yes, Dad.” Kiara said as she turned away sounding a little worried of what her father is going to say to her brother.

“Thank you, princess.” The lion king again thanked his daughter as he turned his stern gaze upon his son.

“Dad! Am I glad to see you! I'm not sure why, but when I tried to...” Kion began to explain his recent troubles with the roar only to be cut off by his father.

“Kion, Kiara tells me you've asked Bunga to join the Lion Guard.” Simba explained in a tone that he is taking issue to this as he turns to said honey badger who can only smile and wave in response out of awkwardness.

“Hey...”

“Is this true?”

“Well, yeah.” Kion honestly replied as he doesn’t understand his father’s disapproving tone. “I was just talking to all my friends about it.”

“Your friends? Kion, I asked you to assemble the new Lion Guard. Instead you're just playing with your friends?” He somewhat sharply scolded his son.

”I'm not playing, Dad.” Kion asserted that he is serious about his choice. “My friends are the new Lion Guard. Fuli is the fastest. Beshte is the strongest. Ono is the keenest of sight. And the bravest, it's Bunga.”

“Kion, the Lion Guard has always been made of lions.” Simba frankly and further reprimanded him. “Do you really think a Lion Guard with only one lion can protect the Pride Lands?”

“Well, actually...” Kion tried to speak in his defense as his father cut him off again before he could finish.

“Son, listen. The Lion Guard isn't a game you play with your friends. It's real. The Circle of Life, and your life,will depend on who's on your team.” Simba further lectured him to get him to grasp of how big of a responsibility it is as opposed to an every day adventure with his companions leaving his son feeling a little dejected by the lack of trust he seems to have for him. “Please, Kion. There are plenty of good lions for the Guard. I need you to take your new responsibility seriously. Just as seriously as Kiara takes hers.” He finished before walking off in disappointment with Zazu who was watching the scene on a nearby rock follows after him.

“But I do take it seriously...” Kion said to himself feeling down as he walks off on his own.

“Kion...” Bunga tried to call out to him to no avail.

“Lil' B, I think Kion needs some time to himself.” Beshte urged the honey badger to leave him be as he and the others look on in concern as Kion walks off feeling down and put out by his father’s words.

“Dad wanted the best for the Lion Guard. And I found them. But now, maybe the best isn't good enough? I just don't understand.” Kion said to himself feeling downcast before sitting at the nearby ledge with a nearby stream in sight.

Kion's Lament

Pause at 0:51

Just as Kion laments to himself he sings to a somber tune as he walks around to his surroundings before being drawn to his attention to strange appearance of what appears to be a rip of space.

"Heyvi kabisa..." Kion could only say in surprise as he peeks a look inside only to find himself sucked inside.

"Kion! Kion!" Bunga called out to his friend just as he was following after him while finding himself sucking through the portal too to parts of the unknown universe.

Author's Note

Here is as promised the start up, to my next idea for this attempted crossover.

For starters, the parallels between the alicorn sisters and the lion brothers for which you all know who is who. Celestia and Luna along with Mufasa and Scar as their sibling relationship fall-outs kick started the events of the series.

Next up is the start starting up as Kion starts to assemble his Lion Guard at the same time Twilight digs into the prophecy of the two sisters to which unexpected turns of events for them lead up to the set-up of their first meeting in the next and upcoming part of the series premiere.

Also, progress has been slow the last month as I try to figure out how to handle the characterization for all of the characters involved while correcting issues the cannon version had while managing the set-up to the best of my ability, but I assure everyone that this story centered around series premiere's will be completed as soon as possible with at least when I am sure the other parts are ready.

Another thing as you all have noticed is that yes two of the songs from the Lion Guard's video links instead of posting the lyrics itself because of the website's rules on said lyrics outside of the MLP show itself so please don't give me a hard for this as all I want is just to be to post this crossover idea on this website without any trouble and free to offer recommendations for making the video links more presentable and said lyrics may be appearing in the comments below.

So anyways this is the beginning of the setup as Kion and Bunga both are both to mingle with the new world they are about to face together.

New Arrivals in Ponyville

As Kion and Bunga appear on the other side of the portal, they both groan in pain as they readjust their eyes to their new surrondings.

“Where am I?” Kion wondered to himself as he notices Bunga getting up on his feet too. “Bunga? What are you doing here?”

“Oh that.” Bunga questioned while just as distracted upon admiring the scenery until he snapped his attention when his friend called him again. “Before we both traveled to wherever this place is, I was going to tell you that Janja and his hyenas were attacking the gazelles.”

“What?” Kion asked in alarm. “No! No!” He further expressed his shock and dismay that he is unable to do anything about it. “Not only are they defenseless but we are also don’t even know where we are or how we are going to get back home!”

“Where are we?” Bunga asked as he looked around as they spot a pair of flying peagsus ponies with white fur and blue manes in a buzz-cut style wearing golden armor carrying a lavender unicorn and young dragon on the chariot they were carrying. “Are you seeing what I am seeing?” He asked in amazement as Kion shows the same wide eyed expression.

“I know? Flying ponies?” Kion asked in bewilderment and acknowledgment of Bunga’s sightings too as they make their way towards the town to learn more of the town of Ponyville just in front of them.

“Maybe that unicorn has an idea how to help us.” The honey badger suggested as they ran towards Ponyville.

“I don’t know, Bunga.” Kion replied unsure about it but went along with it. “But it may be the only lead we have right now since I’m not sure if we are ever going to get back to the Pride Lands so soon.”

“Look on the bright side, Twilight.” Spike tried to encourage his unicorn friend that it’s not that bad. “The Princess arranged for you to stay in a library. Doesn't that make you happy?”

“Yes, yes it does.” Twilight replied more focused on her research as she annoyed and grumpy tone turned into a more bright and eager tone. “You know why? Because I'm right! I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return.”

“Then... when will you make friends, like the Princess said?” Spike questioned feeling like the princess does have a point about wanting her to open up her heart to friendship.

“She said to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends.” Twilight asserted her stance on the matter as their ride came to a safe halt on the ground as the royal guards whinnied as the two got off of the chariot

“Thank you, sirs.” Twilight politely thanked them to which they greatly appreciated the compliment as they flew off back to Canterlot.

"Maybe the ponies here in Ponyville have interesting things to talk about!" He further urged her as they spotted a pony walking toward them happily in their direction. An earth pony with a pink fur coat with a matching curly and fluffy mane with some shades of red along with her curly and fluffy tail, with light blue eyes and a cutie mark consisting of three balloons, two blue and one yellow. “Come on Twilight, just say try."

"Uhhh... hello?" Twilight politely asked her who reaction is a massive gasp of pure surprise, and leaping into the air for a few good seconds before suddenly dashing off in a hurry leaving the two confused by this sudden motion.

"Well, that was interesting, all right." Twilight said with disappointment as she prepared to walk off only to find herself face to face with Kion and Bunga who were right behind her when she meet the pink earth pony. “Whoa!” She said in surprise seeing them as the four met face to face with each other.

“Hevi kabisa!” Kion voiced his surprise upon seeing the unicorn and dragon.

“You can talk?” Spike and Bunga asked each other at the same time. “So can you!” They again said in unison. “Cool!”

“Well this is a surprise.” Twilight remarked with a tone to match as Kion silently shares the same sentiment.

“Same here?” Kion returned. “Forgive us for scaring you there but we both just happened to arrive here and couldn’t help you riding here with those ponies that can fly?”

“The Peagsus ponies?” Twilight responded as they directed their attention to the ponies flying off. “Oh yes, those were just royal guards escorting me here for an important task of organizing an upcoming festival in Princess Celestia’s honor.”

“Oooh, you’re organizing a party for the princess! Whoa! It’s un-Bunga-leivable!” Bunga voiced his great excitement. “Can we come?”

“Bunga!” Kion scolded his friend who backed off with an apologetic look and raised hands. “We need to figure a way to get back to the Pride Lands!” He then turned back to the unicorn as he popped the question. “That is of course if you know how to get us back?”

“How did you wind up here?” Twilight asked.

“I don’t know.” Kion honestly answered. “We just got here through some kind of weird opening like some kind of portal.”

“A portal?” Twilight asked in surprise hearing this potential scientific discovery.

“Yeah! It just randomly appeared out of nowhere?” Bunga added in agreement to confirm he is telling the truth.

“And that’s how you both ended up here?” Spike asked trying to make sense of it as much as Twilight.

“Pretty much!” Bunga replied as no one can make sense of it.

“So anyways…” Kion said wanting to get to the point. “…since we saw you being escorted by the princesses royal guards and assuming your affiliation with her we were hoping you knew a spell that you can use and get us back home.”

“I’m afraid you’re out of luck because even though I am the princess’s protégé I still have yet to learn that kind of advanced spell.” Twilight apologetically replied. “Plus I have also got more important things to worry about so…” She tried to excuse herself so she can to get what needs to done sooner as Bunga immediately hopped right in front of her.

“Aw, come on, please?” Bunga pleaded with puppy-dog eyes.

“Yeah, at least help them out.” Spike insisted as he too adopted the puppy-dog eyes.

“But…” Twilight tried to refuse but was unable to go through with saying no to those adorable eyes. “…All right.” She gave in. “I’ll help you both get back to your world as soon as I get everything ready for the festival.”

“Thanks.” Kion gratefully replied. “And since we are both going to be here a little while do you think we can tag along with you?”

“Sure.” Twilight decided to allow them just for the sake of keeping an eye on them as she lead the way ahead. “As long as you let me take care of my responsibilities without any interruptions.”

As Twilight walked off ahead both Kion and Bunga seemed a little surprised by her little interest to friendship.

“Is she okay?” Kion asked the young dragon.

“She is.” Spike assured them not to feel put out. “She’s just not excited to be here is all.”

“But why?” Bunga asked wondering if there is something more to it.

“You all coming or what?” Twilight impatiently and irritably asked them as she stopped to turn to them.

“Coming.” Spike returned as he quickly rushed over to join her. “I’ll explain later.” He said to the young lion and honey badger. “For now let’s just focus on getting this job done so we can be able to get you both back home sooner.”

Even though Kion and Bunga complied with the two’s demands, they both can’t help but wonder why the unicorn isn’t very interested in making new friends as much as her dragon companion.

“So…” Bunga tried to make small talk as he eyed Twilight’s cutie mark on her flank. “What’s with the stars on your butt?”

“Bunga!” Kion scolded as he and Twilight direct annoyed glares at the honey badger for his comment. “Sorry.” He quickly apologized to the unicorn. “Even though he is a good friend most of time other times he can downright insensitive.”

“Amazing you two are friends even after all of that.” Twilight dully commented. “And in answer to your question Bunga, this mark on my flank is called a cutie mark.”

“What’s a cutie mark?” Bunga asked out of curiosity. “If that’s okay for me to ask.” He quickly added to avoid being glared at again for being insensitive without realizing it.

“A cutie mark is something that appears on a pony’s flank which I advise you refrain from doing so to other ponies unless you want to get kicked in the face…” She began while casting a warning look at the honey badger for future precaution. “…when said pony discovers his or her true talent. So for me my cutie mark represents my special talent in magic.”

“So I take you’re very talented at magic in your class?” Kion wondered.

“Number #1 in my class and the princess’s protégé.” Twilight proudly replied.

“That’s un-Bunga-leviable?!” The honey badger jumped up in excitement and very impressed with the unicorn.

“It is.” Twilight briefly smiled to thank them for the compliment before turning to Spike wanting to see what needs to be taken care of. “So what’s first on the preparations list?”

"Number one on the list is the Banquet Preparations." Spike said as he checked the list. "Sweet Apple Acres." He said as the five made their way down the street, towards a white fence gate leading into a farm and a huge orchard full of various apples.as she looked around for whoever lives here until they all were drawn to a voice nearby.

“YEEEE-HAAAA!!!" The southern-accented voice spoke as they all saw an orange fur coated earth pony with a blonde yellow mane and tail. She wore a cowboy hat had green eyes, had some light freckles on her cheeks, and had a trio of small red apples as her cutie mark. The cowgirl pony was racing up to one apple tree, where several empty tubs were all ready and set around it, where she gives the tree a solid kick and buck with her back legs. The kick caused the apples to fall loose to fill the tubs in seconds. She then quickly moved to another tree and bucks it again, repeating the process over and over again until all of the trees were knocked clean of their apples. Once she successfully completed her task at hoof, she lifted her head proudly, crossing one foreleg over the other with the feeling of a job well done.

"Hevi kabisa.” Kion said in astonishment. “That is one strong pony.”

“Totally.” Bunga agreed. “Just as strong as Beshte.”

"And one potential strong friendship to make if I might add." Spike hinted at the lavender unicorn who simply walked forward just to get the task at hoof done.

"Let's get this over with." She said as she made her way to the earth.

"Good afternoon." Twilight politely said to the cowpony. "My name is Twilight Sparkle…" Before she could continue, she finds herself brought in with a tight and rapidly fast hoofshake courtesy of the very friendly farm pony.

"Well howdy do, Miss Twilight. A pleasure makin' your acquaintance! I'm Applejack. We here at Sweet Apple Acres sure do like makin' new friends." The farm pony greeted her.

"Friends?" Twilight asked as she vibrated through the hoof shake. "Actually, I-"

"Nice to meet you, Applejack." Kion kindly greeted as he stepped forward and offered his paw. "I’m Kion and this is my friend Bunga."

"Pleasure to meet you two." Applejack said as she rapidly shook Kion’s paw and then Bunga’s hand as well.

“Whoa.” Bunga said as he trembled from the greeting gesture while Kion managed to stand his ground with a cheerful attitude to match. “I really this pony already." He said to the young lion as Twilight was shaking from Applejack's hoofshake leading to Spike to place his claw on her hoof to help her stop shaking right away while briefly chuckling in amusement along with Bunga as the two immediately stop when Twilight shoots them both glaring looks.

"So, what can I do you for sugarcube?" Applejack asked as the unicorn cleared her throat and kept her cool as she immediately smiled again and continued to explain her presence.

"Well, I am in fact here to supervise preparations for the Summer Sun Celebration. And you are in charge of the food?"

"We sure are sugarcube." Applejack replied. "Would you care to sample some?"

"Well, as long as it doesn't take-" Twilight answered just as Applejack runs off ahead. "-too long?"

At that moment Applejack rang an iron triangle to signal to everyone it was mealtime.

"SOUP'S ON EVERYPONY!!" Applejack called out to everypony leaving Twilight, Kion, Spike, and Bunga facing an incoming stampede of earth ponies running towards them . The group was then lifted off the ground and swept up into the stampede. Twilight and Kion were both alarmed at the sight while Spike and Bunga were both pleasantly surprised as they all were seated at a table, leaving the guests with spinning eyes for a good few seconds before regaining eye control.

"Now, why don't I introduce y'all to the Apple Family?" The farmpony asked as she points a hoof to the many ponies gathered around them.

"Thanks, but I'm kinda in a hur-" Twilight tried to politely talk her way out of it right before each family member introduced various apple treats on the table as Applejack ran her mouth.

"This here's Apple Fritter, Apple Bumpkin, Red Gala, Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp." Applejack named every dessert she can think of as the pile of apple food and deserts grow on the table in front of the five guests. Both Spike and Bunga were really amazed and excited at the massive display of treats before them as they already start helping themselves to the food as Applejack as she shows them her close family.

"And…" Applejack added as she shoved a green apple in Twilight’s mouth, showing two ponies in front of the group. One was a large stallion with a red fur coat, green eyes, orange shaggy mane, and a big half green apple cutie mark who was lifting a cupcake on one hoof. Next to him was a younger yellow-fur coated filly with a red mane and tail, a large pink bow in her mane, orange eyes with no cutie mark on her flank balancing a cake on her back. “Big McIntosh, Apple Bloom and Granny Smith.” She then said to an elderly pony with green fur, a light gray mane and tail both tied in a bun, an apple-decorated scarf around her neck, with a fresh apple pie cutie mark as she slept on her rocking chair. “Up'n'attem, Granny Smith, we got guests!"

The old pony woke up hearing her granddaughter call out to her to get her attention.

"Wha?" Granny Smith asked as she began making her way over while mumbling in her daze with her joints creaking noticeably "Soup's On... I'm... here I come, I'm coming..."

“Why, I'd say you guys are already part of the family." Applejack said to their guests as she pats Twilight on the back as the lavender unicorn swallowed and gulped down the apple she was forced to eat.

“That’s very kind of you to say that.” Kion took in the compliment in stride as Twilight spoke up.

“Ok..." Twilight said with another forced smile. "Well, I see the food situation is handled, so we'll just be on our way."

"Aren't you gonna stay for brunch?" Apple Bloom asked with buttoned up eyes, and a pleading look on her face as Twilight could respond with an apologetic and guilty look on her face.

“Are you kidding?” Bunga asked as he and Spike were really eyeing the apple treats with drool coming out of their mouths. “How can we say “no” to this?”

"Sorry, but we have an awful lot to do." Twilight tried to say with her initial answer is met with disappointed awes from the ponies.

“Come on Twilight.” Kion tried to convince her to stay with a reassuring look it’s no biggie if they stay. “We can spare some time for them.”

“But…” Twilight protested as she glanced upon everyone.

“Please.” Kion asked as Twilight gave in out of politeness.

"Fine." Twilight relented as the apple family cheered in excitement.

Later in the day, the group was making their way back to town for the next section on the list for the Summer Sun Celebration.

"Wow, now that is what I call a swinging party." Bunga said as he was chewing on an apple he got from the orchard.

“Just like back at the Pride Lands.” Kion agreed feeling amazingly surprised of how amazing Equestria is so far. “One of the many things you don’t see every day.”

"Ooooooohhhh..." Twilight moaned as she trailed behind them and Spike as she was sporting a round and extended tummy. "I ate too much pie..."

"No kidding." Bunga didn’t even deny it as he couldn’t help but laugh about. “You ate more than me. And that’s usually about what I eat in a day.”

“Bunga!” Kion chastised his friend as he continued laughing at the lavender unicorn’s plight.

“Oh, come on, Kion.” Bunga still laughed at the unicorn’s tummy. “How can you not find that funny.”

“Because I don’t find being force fed into eating that much very fun.” Twilight responded as she used her magic to hold Bunga to force him to look at her as she froze him in place. “And if were you, I’d choose your words much more carefully because I am seriously reconsidering helping you if you keep this up.” She then ominously warned the honey badger without raising her voice.

“Easy, Twilight.” Kion calmed her down as the unicorn loosens her grip on the honey badger. “I know he can be annoying at times…”

“Hey!”

“…But he usually means well.” Kion continued as he gave a brief “You heard me.” look at his friend before turning back at the unicorn. “And I promise you he’ll be on his best behavior going forward.” He added as he placed a reassuring paw on her shoulder to which Twilight lightened up a bit as she turns to Spike.

"So, what’s next?" Twilight asked.

"The weather." Spike said as he looked up at the sky. The boy glanced up too, seeing a couple of clouds in the sky. “There's supposed to be a Pegasus pony named Rainbow Dash clearing the clouds."

“Why are clouds such a big deal?” Bunga questioned.

“Because the festival requires clear skies everywhere.” Spike replied.

“But why?” Bunga again asked.

“Put open skies and clear skies together and you have your answer.” Twilight gave a snarky response with an uninterested and stoic expression as Bunga immediately widens his eyes when he gets the joke.

“Ooh! I get it! Open clear skies.” Bunga laughed in response as Twilight’s expression doesn’t change.

“By this rate you’ll be able to pick up a flying Peagsus traveling at the speed of light in no time.” She further added as she looked around for said pony. ”Who so far is not doing a very good job, is she?"

As soon as Twilight said that a rainbow colored blur flashes through and plows into Twilight with the two colliding ponies plopping into a nearby mud puddle leaving Kion, Bunga, and Spike surprised.

They then turned to see Twilight landing face first in the mud groaning from the impact. On top of her was a light blue furred Pegasus with a slightly wild mane and tail were both consisting of all the colors of the rainbow. The pegasus also had deep red eyes, and a rainbow colored thunder bolt cutie with a cloud above it. The pegasus gets up and looks at who she crashed into, and gave an embarrassed grin and apologetic chuckle.

"Uh... 'scuse me?" She said as Twilight groans again as the pegasus got off of her.

"Here, let me help you." The rainbow maned Pegasus offered as she flew off before returning and placing a gray cloud over her head. She then flew over it and repeatably stomping on it to produce a quick shower that washes the mud off of Twilight leaving her soaking wet.

"Oops!" The Pegasus apologetically said again as Twilight still looks at her unamused. "I guess I overdid it. Uh... Oh how about this?" The Pegasus offered as she flew around Twilight and created a super speedy tornado job to blow her hair and mane dry. "My very own patented... Rainblow-Dry!"

"No, no, don't thank me. You're quite welcome." She thought nothing of it as she turned to see the results. Twilight's mane and tail is a mess as she herself laughs at her own performance as Spike and Bunga joined in with her as they both land on Rainbow’s back as Kion couldn’t help but laugh while placing a paw on his mouth as the unamused unicorn glares at the young lion with a look that says “It’s not funny!” written all over it.

“Sorry.” Kion sheepishly apologized as Twilight turns her attention to the Peagsus in question.

"Let me guess you’re Rainbow Dash, right?" Twilight asked deadpan figuring right away she is the pony she is looking for as she got right up knocking both Spike and Bunga into the mud to which Twilight secretly smirked upon seeing.

"The one and only." Rainbow boasted as she flew up into the air. "Why? You've heard of me?"

"Well that is your name right and considering your speed and mane colors it does fit the description very well.” Kion replied as she complimented her.

“It sure does.” Rainbow bragged as she turned to the young lion. “I bet I’m the first fastest friend you got.”

“Well I do know a cheetah who could keep up with you.” Kion said very impressed as her super speed reminds her of Fuli.

“Well just get her on over here and we’ll settle it who really is the fastest of the fast.” Rainbow accepted the challenge eager to meet this fast friend of his.

“We’ll see.” Kion could only reply with a smile as Twilight spoke up.

"Anyways..." Twilight said wanting to move on to more important matters with a calm and polite tone. "I’m Twilight Sparkle, and the princess sent me to check on the weather."

"Yeah yeah, that'll be a snap." Rainbow Dash reassured her as she lounges on top of a cloud like it’s no big deal. "I'll do it in a jiffy, just as soon as I'm done practicing."

"Practicing for what?”

"The Wonderbolts!" Rainbow Dash answered, pointing to the poster on a nearby wall depicting silhouettes of four pegasi streaking across the sky, while three more stand proudly below wearing goggles and jumpsuits that only expose the snouts, ears, and blue manes exposed. "They're gonna perform at the Celebration tomorrow." Rainbow Dash added as she hopped off the cloud and performed a 360 degree loop over to the next nearby cloud. "And I'm gonna show 'em my stuff."

"And are these ponies the fastest of the fast?" Kion asked.

“That’s them." Rainbow Dash replied as she comfortably lounged on her cloud cushion as Twilight rolled her eyes finding it hard to believe.

"Pfft!" She lightly scoffed. "Like they'd accept a Pegasus who can't even keep the sky clear for one measly day."

"Hey I could clear the sky in ten seconds flat!" Rainbow retorted feeling her comment is a challenge.

“Prove it." Twilight dared her to back that up as Rainbow glared at her as she accepts her challenge as she took off at supersonic speed to quickly clear the clouds one at a time leaving everyone below gawking in awe.

"Loop-the-loop around, and WHAM!!!" Rainbow Dash said as she kicked away the last cloud in the sky.

"See?" Rainbow Dash asked as she flew down onto the nearby bridge over the stream. "Ten seconds flat. I'd never leave Ponyville hanging."

"Hevi kabisa.” Kion remarked with his jaw still dropped.

“Now that is some un-Bunga-leivable speed.” Bunga also added as he smiled very impressed with her talent. “Fuli would definitely get along great with her.”

"Ha ha.” Rainbow chuckled. “You should've seen the look on your face. You're a laugh Twilight Sparkle. Can't wait to hang out sometime along with your new friends." Rainbow said to the still stunned Twilight with a friendly smile as she flew beside her before taking off.

"Wow... she's amazing!" Spike said after she left allowing Twilight to move forward with the preparations.

"I’ll say.” Kion acknowledged as Twilight walks off ahead to the next stop with Spike following after her. “She does really reminds me of Fuli as much as Applejack reminds me of Beshte.”

“I wonder of these ponies would make a great team along with us?” Bunga wondered as Kion’s smile faded upon hearing that.

“Maybe.” Kion just answered as he followed after them leaving the honey badger confused by his friend’s downcast expression.

“Was it something I said?” Bunga wondered to himself before following after them to the pavilion.

Inside the pavilion is a beautifully decorated place with elegant hangings and artwork on the balcony railings.

"Wow these are amazing and beautiful.” Kion voiced his interest in seeing all of the new things he is seeing in this world.

"Yes, beautiful indeed." Twilight agreed as she observed their surroundings. "Everything here is coming along nicely. This oughta be quick. I'll be at the library in no time."

“Spike?” Bunga questioned as the young dragon gazed upon something that caught his attention. “Hello?” He asked as he shook him to snap him to attention as he pointed everyone into his direction.

In front of them is a unicorn pony who was examining the ribbons she was putting up. The unicorn had white fur, a long blue-purple mane and tail styled in curls, blue eyes, and a three blue jewel cutie mark.

“Wow!” Bunga replied amazed with her appearance immediately understanding the young dragon’s developing crush on her. “Talk about stunning.”

"No... no... no... Oh! goodness no... hmmmmm..." The unicorn said as she examined and turned aside some color choices of ribbions as Spike widen his eyes with hearts forming inside of them as he along with Bunga start developing a crush on her.

"Hey, I got dips on her!” Spike immediately glared at the honey badger.

“Oh.” Bunga saw where this is going. “A challenge is it, well you’re on!”

“Enough!” Twilight sternly broke it up as she turned to Bunga with a look that says “not worth it buddy.” “Bunga, trust me when I tell you not to poke the bear or in this case poke the dragon.”

“Awww, man.” Bunga complained in defeat as Kion gives him a look that says before listen to the unicorn in charge.

“How are my spines?" Spike asked he began to groom his spikes and spines. "Are they straight?" Twilight only rolled her eyes, while Kion couldn't help but chuckle at the dragon's crush as they approached the unicorn.

"Good afternoon." Twilight greeted.

"Just a moment please, I'm in the zone as 'twere." The unicorn politely addressed as she examines the ribbon in her magic. "Ah yes!" The unicorn then said pleased as she tightens a glittering red bow on the post as both Spike and Bunga drool with love-struck eyes. "Sparkle always does the trick, does it not? Why Rarity, you are a talent." She then turned her attention back to the group. "Now, how can I help you all- WHOAHOHOW!!!" Rarity gasped with apalled horror seeing Twilight's messy and poofed up mane and tail. "Oh my stars, darling!" Rarity said. "Whatever happened to your coiffure?"

"Coiffure?" Kion asked as she and Twilight share confused looks at her use of terminology.

"Oh, you mean my mane?" Twilight asked as she looks up at her messed up mane as Bunga and Spike snicker behind her back. "Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair."

"Out of my hair?! What about your hair? Come along dear, let's get you fixed up." She insisted of seeing to it that Twilight’s mane is fixed as she pushes and escorts away and out of the pavilion.

"Wait!" Twilight questioned upon being forced on over wherever the unicorn is escorting her to. "Where are we going?!”

"Looks like she just wants to fix your mane Twilight. And it doesn’t look like she will back off until she does." Kion replied finding nothing wrong with the unicorn’s generous gesture as the love-struck dragon and honey badger float after the pair using their tails as propellers. “And this sure is going to be a long afternoon.” He said to himself as notes of the kind of episode rival crushers can have together.

Shortly afterwards, Rarity escorts Twilight to the Carousel Boutique, where they make their way inside into Rarity's fitting studio, where there were several mannequins/ponyquins wearing dresses for ponies. Kion looked around and found them very impressive even if he doesn’t wear clothes or isn’t into dresses since he is a male lion.

"Wow, Rarity." Kion began. “These is really quite a collection you got here. Did you make these all by yourself?”

“Why yes darling.” Rarity replied as she grabbed various clothes and dresses for Twilight to try on. "Dress making is my specialty along with gathering the finest gems in Ponyville."

"Really?" Kion said very amazed. “I would not have not that considering I have never seen clothes like these before.”

"What?" Rarity exclaimed in surprise as she turned to face him with a bewildered expression. "Are you saying you never saw clothes and dresses before?"

"Sorry." Kion apologized as he answered the unicorn’s question honestly. “This is actually the first for me.”

"Hmm." Rarity said as she then thinks about it. “We’ll just have to change that going forward, but for now I have a unicorn committing a crime against hair fashion to tend too." She then said as she turned her attention back to Twilight who is currently on a platform, wearing a new outfit until Rarity swaps it out for a different one.

"No... no... uh-uh." Rarity said as she suited Twilight in different dresses and clothing after fixing her mane and tail. "Too green, too yellow, too poofy, not poofy enough, too frilly, too... shiny." She then lifted Twilight up so she can place a strap around her waist.

"Now go on my dear. You were telling me were you’re from.” Rarity said as she tighten the strap around Twilight’s stomach.

"I've... been... sent... from... Canterlot... to..." Twilight said as she felt the strap’s tight grip around her until Rarity immediately let her, causing both of them to fly in opposite directions.

"Canterlot?!" Rarity asked in surprise before rushing on over to Twilight. "Oh, I am so envious! The glamour, the sophistication! I've always dreamed of living there!" She said as she approached her and pulled her in close. "I can't wait to hear all about it! We're gonna be the best of friends, you and I." She then gasped as Twilight felt uncomfortable at the words best of friends.

"Emerald!” She said as she examined the jewel on her dress. “Oh what was I thinking? Let me get you some rubies!" She then said as she ran off to do so.

However Twilight having none of it anymore quickly took leave and galloped the hay out of there.

"Quick!" Twilight shouted to Kion and the love-struck Spike and Bunga, who the latter two were both then pulled by Twilight's magic. "Before she decides to dye my coat a new color!"

"Wait for us!" Kion called out as she turned back to Rarity with an apologetic look on the lavender mare’s behalf. "Sorry we have to go. Nice meeting you though."

"Oh the pleasure is all mine darling." Rarity kindly returned. "Hopefully we can talk about fittings for you and your friends sometime soon.”

“We’ll see." He said made his way out to catch up with the others.

With the decorations all good to go Twilight moves on to the next order of business while finding everything she has been put through an eye-rolling waste of time.

From meeting a gasping pony who takes off in a flash, being force-fed too much pie, having her mane messed up and dirty, and then forced into wearing dresses against her will aside from a generous mane re-styling, it is more that she wanted to put up with considering the circumstances she was dealing with. Although the others honestly didn’t mind as they found it a very interesting experience.

"This has certainly been quite a ride hasn’t it Bunga?" Kion asked his friend who was still in love-struck awe from Rarity as Twilight carried Spike on her back.

“Totally!” Bunga agreed.

"Yeah." Spike also agreed. "Wasn't she wonderful?" He asked as Bunga too felt awe-strucken by Rarity’s beauty.

“She sure was.” Bunga returned as Twilight snaps at them to pay attention of why they are really here.

"Focus Casanova!" Twilight said to them before asking for the next item of buisness. "What's next on the list?" She asked as he did as he was told.

"Oh, music." Spike said. "It's the last one!"

Hearing that left Twilight pleased to hear that this means they’ll be able to everything that needs to be done in no time at all as they all hear something nearby. Music with a fanfare being whistled leading to the five to go towards to the bushes towards the source of the music. When they found it they find several birds on a tree, with a yellow buttercream furred Pegasus with a long pink mane and tail, green-blue eyes, and a three pink butterfly cutie mark floating in front of them conducting the performance. So far the birds were singing beautifully. Well all but one bird who was out of sync with the rest of the group to which she quickly took notice of.

"Oh my, stop please everyone?" Fluttershy politely said in a soft-spoken tone to which the birds immediately stopped singing as the Pegasus flew up to the bird singing out of sync.

"Um... excuse me sir." She kindly addressed. "I mean no offense, but your rhythm is just a teeny tiny bit off, ok?" The bird gave an understanding nod as the Pegasus flew back over to conduct again.

The five watching this were very impressed as Twilight emerges from the bushes to speak with her.

"Now follow me please." She then said ready to try again. "A-one, a-two, a-one, two, three-"

"Hello?" Twilight called up leaving the conductor startled and scaring her entire bird chorus out of the tree as they all scatter. "Oh my!" Twilight said apologetically realizing her unintentional mistake as the pony turns to face her. "I'm so sorry. I didn't mean to frighten your birds. I'm just here to check up on the music and it sounded beautiful."

The yellow Pegasus then flew down to the ground, looking at Twilight although sideways while drawing her hoof against the ground without saying anything. After grinning nervously at the awkward silence between them she then decided to break that as she chooses to go first in speaking up.

"I'm Twilight Sparkle." She introduced as the Pegasus still turn her head sideways from her. "What's your name?"

"Um... I'm... Fluttershy..." The Pegasus said in a shy and soft tone.

"I'm sorry what was that?" Twilight asked with a another awkward grin.

"Um... my name is Fluttershy..." Fluttershy said again albeit more softer than last time while backing away.

"Didn't quite catch that." Twilight said as she stepped forward which left the meek pegasus only utter a tiny squeak and turn away as the birds returned to the tree.

"Well um, it looks like your birds are back." Twilight said feeling she has already done enough. "So, I guess everything's in order. Keep up the good work." She complimented her as she nervously squeaked again. "Oookay..." Twilight said as she turned away back to Kion, Bunga, and Spike back in the bushes.

"Well that was easy." Twilight said to them feeling pleased it didn’t take too long.

"Looks like the poor girl is shy.” Kion deduced upon her observations of her.

"Looks like it considering all I did was just compliment her and she in turn couldn’t quite tell me her name." Twilight said as she turned back to the shy mare hiding behind her mane in question.

"Eh, what can you do." Bunga said as he and the others emerged from their hiding spot as Fluttershy moved her head to see the young lion, honey badger, and baby dragon in plain sight.

"A Baby Dragon!" Fluttershy spoke in immediate excitement as she spread her wings up, before flying over to Spike, knocking Twilight aside, and examined the little dragon, young lion, along with the honey badger. “And a honey badger and a lion.”

"Oh my gosh!" The Pegasus said as she admired him up close. "I've never seen a baby dragon before! Oooh, he's so cute! And so are you two!" She said in Kion and Bunga’s direction. “Nor have a seen a lion or a honey badger up close before.”

"Well, well." Spike and Bunga said pleased to hear as Twilight gets back on her hooves.

"Oh my, they talk!" Fluttershy said. "I didn't know dragons could talk or honey badgers could talk. That's just so incredibly wonderful."

“Well I guess it’s a first time for everything.” Kion said as he raised a paw to the Pegasus. “Nice to meet you.”

“Oh my gosh, you too!” Fluttershy marveled her buttoned up eyes at the lion as she rapidly shook his paw similarly to how Applejack greeted Twilight. “I have always wanted to meet a lion cub. Oh, this day just keeps better and better. I don’t even know what to say.”

Twilight quickly lifts Spike off the ground with her magic and placed him back on her back.

"Well, in that case we better get going." Twilight said as she went off to leave. "C'mon." She motioned the lion to move as Bunga rode on his back.

"Wait, wait!" Fluttershy called as she followed after them. "What's his name?"

"I'm Kion." The lion said.

“I’m Bunga.” The honey badger then added.

“And I’m Spike.” The dragon also said.

"Hi Spike, Bunga, and Kion!" Fluttershy returned. "I'm Fluttershy. Wow, a talking dragon, honey badger, and a lion! What do dragons, honey badgers, and lions talk about?"

"Well, what do you wanna know?" Spike asked.

"Absolutely everything." The pegasus answered to which both Twilight and Kion groaned in annoyance with the latter albeit more quietly than Twilight knowing both Spike and Bunaga will go on for quite a while.

"Well, I started out as a cute purple egg with green spots." Spike began as his life story from day one which went onto well into the evening, where they reached the library. Ponyville's Golden Oak Library, a large tree with many windows, along with a hanging lantern displayed up front on an outside, with the front door displaying a picture of a lit candle, with a sign nearby depicting an open book.

"This must be it." Kion said. “And perfect timing.”

"I’ll say." Twilight said as Spike, Bunga, and Fluttershy talking are stilling talking just as Spike finishes up his story.

"And that's the story of my whole entire life." Spike said.

"...well, up until today. Do you want to hear about today?” Bunga added and offered.

"Oh yes please!" Fluttershy eagerly said as Twilight having enough quickly turned around to face Fluttershy.

"I am sorry..." Twilight politely said. "How did we get here so fast?”

“But we spent all day walking over here.” Bunga pointed out as his mouth is suddenly shut by the unicorn’s hoof surprising him and Kion.

“Anyways…This is where I’ll be staying here in Ponyville and my poor baby dragon needs his sleep." Twilight continued as Spike disagrees with that.

"No I don't." Spike protested only to be bucked off Twilight's back causing him to drop to the ground.

"Oooohhh wookit that." Twilight said in baby talk. "He's so sweepy, he can't even keep his wittle bawance." The dragon gives her a glare while she gives Fluttershy another forced faux grin.

"Oh, you poor thing." Fluttershy said as she picked up the baby dragon with her hooves. "You simply must get him to bed." She flew him inside only for Twilight to quickly follow after her and quickly forced her out the door.

"Yes, yes, we’ll get right on that." Twilight politely returned. "Well, good night!" She quickly runs inside the library and shuts the door in front of her face, leaving a behind a very surprised Fluttershy, with Kion and Bunga also watching just as surprised.

"Well...see ya… until next time." Kion kindly said as he carried Bunga on his back inside the library and closing the door behind him. He then turned forward to see Spike giving Twilight the stink eye towards the lavender mare for her earlier rudeness. "You know we are not in a rush to get home right?" Kion brought up with a raised eyebrow towards the unicorn's condescending attitude throughout the day. "Because that wasn’t very friendly."

“It sure wasn’t.” Spike whole-heartedly agreed.

"I'm sorry." Twilight sincerely apologized. "But everything today is more than I asked for and I need to convince the princess that Nightmare Moon is coming, and we're running out of time. I just need to be alone so I can study without a bunch of crazy ponies trying make friends all the time. Now, where's the light?"

Before anyone could do anything about it, the lights suddenly came on, revealing a large circular room, where many book-filled bookshelves set into the walls around them. With the many many ponies inside the room all having noisemakers in their mouths.

"SURPRISE!!!" They all called out, with confetti raining down from the ceiling, surprising Twilight, Spike, Kion, and Bunga completely throwing them all off-guard.

Twilight groaned in annoyance as the very first pony she, Spike, Kion, and Bunga have all met.

"Whoa." Kion said.

“Wow!” Bunga said very impressed with a big smile.

"SURPRISE!" She cheerfully said with an energetic and hyperactive voice. “Hi, I'm Pinkie Pie. And I threw this party just for you! Were you surprised? Were you, were you? Huh? Huh? Huh?" She repeatably asked while bouncing around them in a somewhat creepy manner.

"I was surprised." Kion pleasantly replied.

“Me too!” Bunga eagerly replied.

"Very surprised..." Twilight said without a smile. "Libraries are supposed to be quiet..!" She then said irritably.

"That's Silly!" Pinkie Pie giggled at the thought. "What kind of welcome party would this be if it were quiet? I mean, duh! Boooring! You see, I saw you when you first got here, remember? You were like all Hello, and I was all GASP, remember? You see, I never saw you before, and if I never saw you before, that means you're new. 'Cause I know everypony, and I mean everypony, in Ponyville at least!"

As Pinkie Pie went on and on, Twilight only groaned as she walked off to another part of the room where the drink table was, picking up a red bottle and poured it into the glass in front of her, paying no attention that the other bottles on the table are green.

"And if you're new, it meant you hadn't met anyone yet, and if you haven't met anyone yet, you must not have any friends. And if you don't have any friends, then you must be pretty lonely, and it makes me so saaaad! But then I had an idea and that's why I went GASP!"

Twilight then places the red bottle down, before placing a straw in the glass in front of her and started sipping and drinking.

"I decided to throw you a great big ginormous, super-duper spectacular welcome party and invite everyone in Ponyville! And the best part is, I invited ponies that you've met!” She then said as Applejack, Rainbow Dash, Rarity, and Fluttershy appeared behind Twilight.

“And now you have lots and lots of friends!" Pinkie then said as Twilight’s eyes widened as her face turned red, her cheeks bluged, and her eyes streamed tears down.

"Are you alright, sugarcube?" Applejack asked as she turned to face everyone as she jumped into the air, with flames coming out of her mouth as she opened it with her mane and tail briefly turned into flames and steam whistling from her ears. She zipped out of the room into the other one in top speed.

“Aww…She’s so happy she’s crying.” Pinkie said oblivious to why she ran off like that as Spike examined the red bottle near Twilight's cup, and noticed what it was.

"Ummm... Actually it was the hot sauce." The young dragon said as Pinkie Pie dumped the hot sauce on some nearby cupcakes. She took one of them at ate it leaving the group minus Bunga weirded out by her mild taste buds.

"What?" She asked. "It's good!"

Bunga took one of the cupcakes coated in hot sauce and chomped down on it finding them just as good too.

“Totally!” Bunga agreed with the party pony as they both munched down on the cupcakes.

As Bunga and Pinkie immediately bond of their love for food, Kion himself concerned about Twilight decides to go up to make sure she is okay.

“I’ll be right back!” Kion politely excused himself. “I’m going to make sure she is okay.”

Kion then ran up the same staircase Twilight ran up as he wonders why Twilight isn’t very eager with making new friends as he has and wondering if it was something that deeply affected her.

As Kion makes his way upstairs, a mysterious figure in the shadows makes his way through the forest while sporting a black cloak for cover to avoid being seen in full display as the figure has its sights on Ponyville with very sinister looking eyes that give a very bright green glow.

Author's Note

Next up here is the start of introductions as Twilight and Spike meet Kion and Bunga face to face for the first time as they join in on Twilight's journey throughout the first two episodes of this story which I have tried my hardest to get the characterization done right in Kion and Bunga's introduction to Twilight, Spike, and the rest of the Mane Six but I think I did a decent job here.

Anyways, Kion in contrast to Twilight has been taking meeting new friends in stride while Bunga hits it off with Spike and especially Pinkie. Although Twilight isn't interested in friendship at first she is more than willing than to help Kion and Bunga regardless to show that her heart is in the right place.

Next up is the part where Nightmare Moon makes her entrance as the plot is about unfold for the Mane Six and the Lion Guard's first big challenge.

Talks, Bonds, and a Dark Turn of Events

Kion made his way upstairs towards the room he thought she went into and there he would find the unicorn in her new room buried face first in her pillow.

“Twilight?” Kion asked as he peeled his head inside to which was met with a loud irritated groan.

“What?!” Twilight groaned not even wanting to face anyone right now.

“I just wanted to ask you if you’re okay?” Kion replied as he walked inside.

“Well let’s see…” Twilight began with angered sarcasm in her tone. “I get force-fed too many pies, my mane messed up, forced into trying on dresses, forced to listen in on another one of Spike’s life stories, and ended up drinking hot sauce that left my mouth on fire literally. How do think I’m doing?!”

“Not very happy.” Kion honestly replied as he could tell the unicorn was beyond frustrated as he approached her bed. “Considering you don’t want to make new friends.”

“That’s because I don’t!” Twilight yelled in frustration. “All I wanted was to just to be able check up on the preparations so I can learn about the Elements of Harmony and able to stop a potential threat before it even happens! But silly me, because thanks to many ponies trying and wanting to make friends with me is getting in the way of all of that!”

At that moment Spike entered the room.

“Hey Twilight! Pinkie Pie's starting "pin the tail on the pony"! Wanna play?”

“No!” Twilight snapped at the young dragon. “All the ponies in this town are crazy! Do you know what time it is?!”

“It's the eve of the Summer Sun Celebration.” Spike calmly answered. “Everypony has to stay up, or they'll miss the Princess raise the sun! You really should lighten up, Twilight. It's a party!”

Twilight irritably mimics Spike in reply as he turns to leave while closing the door behind him leaving Kion was left startled by Twilight’s outburst as he flinched back a little as he tried to figure what to say next.

“If anything, I too was hoping to get back to my home as soon as possible, but it was pretty clear with everything around me it wasn’t happening anytime soon.” Kion shared to relate with her which led to her realize one thing she also meant to do earlier.

“That’s right!” Twilight remembered as she face-hoofed herself with both hooves. “I was also going to try to figure out how to get you and your friend back home!”

“It’s okay.” Kion assured her it’s no big deal. “I mean it’s not like I have much to do back home anyways.”

“What do you mean?” Twilight questioned wondering where he is going with this as she got up and turned to face the lion while gesturing him he can get up on her bed to which he did so.

“Well back where I came from I was born to family of lions who rule over the savannah known as the Pride Lands ruled by my father King Simba.” Kion began as he recalled his father Simba teaching his daughter on how to be queen over the upcoming sunrise. “Kiara was the first-born while I was born just when my sister was starting to be able to walk on her own. Because she is the first-born, it is her destiny and birthright to rule over the Pride Lands, along with her responsibility to take her future responsibilities seriously.”

"Everything the light touches is part of our kingdom. The Pride Lands. Ruling it is a big responsibility, Kiara. And someday, when you're queen...” Simba lectured his daughter as they preside over Pride Rock when he is interrupted they hear Kion’s voice.

“Heads up! Incoming!” Kion shouted as a baobab bopped his father on the head.

“Kion!” His sister scolded as her brother ran by and in front of them.

“Oh! Sorry, Dad.” Kion quickly apologized. “Me and Bunga were playing Baobab Ball...”

“And Kion couldn't handle the pass!” Bunga finished as he joined his friend.

“What? A giraffe couldn't handle it. You kicked it over my head!” Kion retorted sounding defensive as he somewhat aggressively tapped the honey badger on the chest.

“Kion!” Simba sternly spoke as Bunga managed to catch the fruit again.

“And you couldn't handle it!”

“Bunga...” Simba said just as sternly to the honey badger.

“Yeah? Try to handle this!” Kion determinedly said as they both locked paws and jaws over the baobab fruit much to his sister and father’s annoyance.

“Boys!” Simba sharply voiced a little louder which gets Kion’s immediate attention as he sits down obeys his father’s command to stop as he let’s go of his grip on the fruit sending Bunga flying back.

“Kion, I need to talk to your sister. She'll be tracking gazelles with her friends today.” The fully-grown lion then said in a more gentle tone. “So why don't you and Bunga go play somewhere else?”

“I know the perfect place!” Bunga immediately proposed as he held the fruit tauntingly in front of the ledge of Pride Rock. “Hey, Kion! You'll never get the baobab fruit.“

“Ha!” Kion scoffed. “You got nowhere to go, Bunga!”

“Says you? Zuka Zama!” Bunga smugly replied as he tossed the fruit over the ledge and jumps off of it before landing on a nearby tree down below while catching the baobab after safely landing. “Catch me if you can, Kion!”

“Game on, Bunga!” The young lion fiercely accepted the challenge as he ran down Pride Rock the safe way before calling out in his family’s direction. “Later, Dad. Have fun tracking those gazelle, Kiara. I gotta get Bunga!”

“Just yesterday I had no idea what I was going to be growing up or what my destiny is going to be like I didn’t know what my special talent was until shortly afterwards.” Kion said as he recalled having fun with his friend. “At least until I discovered my special power deep within my roar.”

“Special as in super powerful?” Twilight gave her best guess as Kion widen his eyes on how accurate it was.

“Amazingly you’re right.” Kion said as the two share a friendly smile at each other as the former continues as he recalls using the roar for the first time into scaring the hyenas holding his friend hostage. “The Roar of the Elders. When used the great Lions of the Past roar along with me. Much like your talent in magic, the roar is a great and powerful gift that will make me the fiercest animal in the Pride Lands and the leader of the new Lion Guard, a team consisting of the Pride Lands, fiercest, bravest, fastest, strongest, and keenest of sight.”

“So what happened?” Twilight asked.

“Well, I asked my friends to join the Lion Guard even though it wasn’t tradition to that the team wasn’t all lions.” Kion said as he recalled his father reprimanding him for his choices. “He felt I wasn’t taking my new responsibilities seriously as I should be even though I was. And just when I was lamenting I ended up sucked through a portal here and that’s where I met you.”

“That’s really tough to take in.” Twilight sympathized with the young lion. “I’m sorry to hear that.”

“I know. My dad wanted the best of the best and I found it. But to him it was like it wasn’t enough for him.” Kion voiced his frustrations with his father as he hung his head. “It’s like he’s worried I can’t handle it.”

“Maybe he didn’t mean to say it like that. Maybe be worried is just his way to show how much he loves and cares for you deeply and just wants you to grow up and succeed.” Twilight suggested. “Being leader of a group that protects your homeland is a big responsibility…” She then quickly added to keep him from getting further downcast. “...but that doesn’t mean it is not doable. As long as you have the team that is very capable of stepping up to the job and as long as you think what you’re doing is right, I’d say you got a team that can step up to the challenge and journey. And that’s what should matter.”

“Thanks.” Kion said feeling a bit better hearing that.

“No problem.” Twilight thought nothing of it.

“Since I told you my story, can I ask about yours?” Kion returned.

“Of course.” Twilight replied as she magically teleported some popcorn and soda from downstairs for them to drink as they continue talking.

“Even though I may have figured out my destiny when I was about your age maybe a little younger it wasn’t easy for me either.” Twilight began as she recalled the first Summer Sunset Celebration she attended. “Ever since the very first Summer Sunset Celebration I attended I grew to have a great admiration for Princess Celestia who raises the sun and moon every day and night to the point learning all about magic is all I wanted to do with my life.” She said as she recalled pouring her heart and soul into reading books about magic. “The day my parents were able to get me enrolled in her school of gifted unicorns was one of the biggest day's of my life. It was a dream come true…expect there was one problem…”

“What’s that?” Kion asked.

“I had to pass an entrance exam.” Twilight answered as she recalled the memory. “I was to hatch a dragon from its egg. I tried with everything my magic can do but it wasn't responding, and I thought I was about to fail. But then suddenly, a loud boom was heard across Equestria, and my magic activated as a result which allowed me to successfully hatch the egg. But then I lost control of my magic, and I was doing crazy things and transforming everyone and everything around me until Princess Celestia arrived to calm me down. She then said that I had a very special gift of raw talent, and she offered to teach me everything about magic.”

“Is that how you got your cutie mark?” Kion asked.

“That’s right.” Twilight said as the two glance it for a moment. “But even though I have great talent in magic, I also had to deal with a bunch of files who were jealous of my intellect and talents…” She said as she hung her head with closed eyes. “They would always try to put me down at every chance and even went as far as trying to take to advantage of me.” She said as she recalled the painful memories of evading and avoiding the big tough fillies at magic kindergarten along with having cruel pranks pulled on her along with being teased and taunted at. “Ever since the dreaded magic kindergarten of having to deal with those who pretended to be my friend just to do well in school, I have vowed never to try to make new friends.” She then said as she opened her eyes and faced Kion. “I just never expected that I would be forced to today nor simply dismissed by the princess when I tried to warn her of the potential return of Nightmare Moon.”

“Nightmare Moon?” Kion asked confused. “Who’s she?”

“I haven’t talked about her to you?” Twilight asked as if she did as Kion shakes his head in response. “Simply put it’s a story without a happy ending.” She said as she presented the book she read earlier today. “About thousand years ago, long before anyone here was born, two sisters ruled over Equestria. The eldest used her powers to raise the sun at dawn while the younger brought out the moon to begin the night. By doing so they were able to maintain balance for their kingdom and their subjects. But as time went on, the younger sister became resentful as the ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night until one evening she refused to lower the moon to make way for the dawn with the ever-growing bitterness in her heart had transformed her into a wicked mare of darkness, Nightmare Moon.” As Twilight continues Kion could only open his mouth in shock seeing and hearing this as she flips through the pages showing the tale through its images. “She would end up banished to the moon after they engaged in a fight together after using the Elements of Harmony on her.”

“Hevi kabisa.”

“Yeah, and with the stars about to be in perfect alignment in a matter of hours it will pave way for her return and if she were to succeed it would mean big trouble for all of Equestria. A reign of eternal darkness.”

“That would cause every living thing that needs the sun to wither and perish away!” Kion said horrified at the thought. “Did you tell your mentor about this?”

“I did. But her response was to send me to Ponyville to check up on the preparations and try to make new friends feeling I have been spending too much time buried face deep in these books.” Twilight calmly answered.

“Really?” Kion said feeling exasperated that her legitimate concern was just brushed aside just like that.

“Exactly! Another reason why I wanted to get here as soon as possible to further learn more about it after being sent here in the first place.” Twilight nodded as she continued. “But it seems pretty clear to me that my involvement in the matter is not needed.”

“But that doesn’t make any sense!” Kion voiced his thoughts still baffled by what he is hearing. “What exactly is she hoping to accomplish with this approach?”

“I don’t know.” Twilight could only say. “All we can do now is hope she knows what she is doing.”

“Let’s better hope so.” Kion returned. “Because last thing we need history repeating here because that’s just like back at home for me too.”

“How so?” Twilight asked.

“Much like the history of the two sisters is a tale of two brothers, one without a happy ending.” Kion began as he remembered the memory of the flashbacks paintings and the story his father told him earlier.

“When my grandfather Mufusa was about my age, his younger brother and my granduncle Scar was the leader of the Lion Guard before me. Scar also had the gift of the Roar. The Roar made Scar feel powerful.” As Kion narrates Twilight uses her magic to get a good visual of the memory of when he was shown the paintings along with the imagery of said two lions one with golden yellow fur, a glorious red mane with matching eyes, and a huge and muscular appearance and one with a more devilish and slender appearance with a goatee, reddish-orange fur, a slicked-back black mane, green eyes, and a pink gash, his namesake scar over his left eye. “But over time for some reason, that power went to Scar’s head. He began to think that he felt unappreciated for his accomplishments and that should be king instead of his older brother Mufusa. So Scar ordered the Lion Guard to help him take down Mufusa. When the guard refused, Scar was furious. And then Scar used the Roar to destroy the Lion Guard. What Scar didn’t realize was that by using the roar for evil. He would lose the power of the roar completely.” During this Twilight expressed silent shock of how evil this lion was and how far he was willing to go for obtaining power.

“Whoa.” Twilight said in stunned silence as she stops working her magic on him. “These two sure can relate to the royal sisters.”

“I’ll say. My grandfather unlike your mentor wasn’t so unlucky when Scar managed to take his life and tricked my dad into thinking he was responsible for it.” Kion added as he shuddered at what he went through when he was young. “Even though I haven’t really seen it myself, considering of how overprotective he is of my sister and moreso following her little adventure into the Outlands, he is still shaken up by what Scar put him through.”

“Could you imagine what it would it be like if he was around if he could do all of that without any magical powers?” Twilight wondered at the thought of actually coming across him.

“It wouldn’t be good.” Kion voiced his thoughts. “Thankfully he perished in fire of Pride Rock when my dad defeated him.”

“Thank goodness.” Twilight said in agreement before changing the subject. “Even though Princess Celestia isn’t my mother, we do see each other as mother and daughter along with sharing that bond together.” Twilight spoke as she looked up in the sky with a solemn expression. “To the point I haven’t and would hate to even think of the thought of disappointing her.”

“That must place a lot of high expectations on you.” Kion could only say feeling nearly speechless at rough parts of Twilight’s early life. “I’m really sorry to hear that.”

“So am I for blowing up at you like that.” Twilight returned. “I get that I was coming across as someone not wanting to be anyone’s friend and these ponies certainly do seem like they are friends for me but I just can’t bring it to myself to trust them without fear of getting back-stabbed by them just like every other pony I tried to befriend.”

“If I could offer some advice in return...” Kion offered some words of wisdom of his own as she turned aside to face him. “…I think you would and the girls would make great friends even if it has its ups and downs. Not every friendship is going to work out but it shouldn’t stop from continuing to try. It’s all part of the learning experience which includes be willing to experiment in order to succeed at anything and the willing to not worry about failure which I’m sure your mentor won’t disown for even for the smallest mistakes.”

“Really?” Twilight asked in surprised enlightenment as he moves and sits beside her.

“From a new friend I can relate to and just gave me the courage I needed I know so.” Kion replied with great certainty.

“Thanks.” Twilight said with a small smile as she turned to face the window again with a worried expression. “I just hope that Princess Celestia knows what she is doing if the legend of Nightmare Moon’s return is true because otherwise Equestria is in serious trouble.”

“Let’s hope so.” Kion said as Spike and Bunga burst into the room.

“There you both are!” Bunga said pleased to see them while wearing a lantern hat along with Spike. “We were wondering where you both disappeared too.”

“Everything’s fine, Bunga.” The lion reassured him as he hoped up on the bed in between the two. “We were just finishing having a talk with each other.”

“Oh!” Bunga teased Kion leaving the latter confused. “I see where this is going. The talk, talk.”

“What?! No?!” Kion reacted with surprise as they looked at each other. “Not that talk! Just a friendly bonding moment.”

“You sure?” Bunga asked unconvinced with a teasing nudge at his shoulder leading to Twilight reacting with silent embarrassment upon realizing what he was implying. “Because you two have spent the whole time since we got here talking together.”

“So…” Twilight immediately jumped off the bed with an embarrassed blush trying to quickly change the subject. “What did you both come up and want to tell us?”

“We just wanted to tell you both that it's time to watch the sunrise!" Spike answered.

“Already?” Twilight asked in surprise of how long they have been talking about their past together. “Wow does time fly by so fast.”

“So are you both coming or what?” Bunga asked.

“We’re coming Bunga.” Kion answered as they both followed after the two side by side.

“Was Bunga really implying we were having the talk?” Twilight asked her new lion friend in amazed bewilderment.

“Yes.” Kion said. “My father already gave me that talk. Can you feel the love tonight?” He then said the last part in a brief sing-song tone as he shifted his eyes upwards. “I can’t believe I already know all about this mushy stuff and I’m still just a cub.”

“Really?” Twilight said with brief amusement as she chuckled with a hoof over her mouth in a futile attempt to resist laughing. “Did he hear about you getting out with one your friends back home?” She then teased him.

“No. No I didn’t.” Kion said very flustered now. “He just thought I was after bonding with one of my friends who is a cheetah.”

“And you’re sure you were just talking with her.” Twilight snickered as Kion gave her look that screams “shut up.” written all over it as he now blushes too. “Okay, okay.” Twilight then backed off while still snickering as they both catch up with their companions as she then thinks to herself. "I hope it really is just an old pony tale." Twilight said as they both leave the room and walk down the steps.

Everypony gathered at the Town's pavilion as dawn was approaching upon the horizon. Many ponies admired the decorations Rarity put up when they all got inside with Twilight and Kion preparing to watch together with the baby dragon and honey badger on their backs.

"Isn't this exciting?" Pinkie Pie asked as she approached in walked in between the group.

“It sure is.” Bunga returned just as excited.

"Are you excited? 'Cause I'm excited, I've never been so excited, except for the time that I saw you walking into town and I went - GASP. But I mean, really, who can top that?" Kion couldn't help but chuckle at Pinkie Pie's silliness, while Twilight doesn’t share the same sentiment.

At that moment, a short fanfare was performed courtesy of Fluttershy’s bird chorus as the spotlight turns towards the stage, with a middle-aged earth pony with brown fur, gray mane, blue eyes, a ribbon-tied scroll cutie mark on her flank, wearing glasses and a collar with a green ribbon tie on it.

"Fillies and Gentlecolts, Mares and Stallions!" Mayor Mare began. "As Mayor of Ponyville it is my great pleasure to announce the beginning of the Summer Sun Celebration! In just a few moments, our town will witness the magic of the sunrise and celebrate this, the longest day of the years!" As the ponies watched, Twilight’s concerns weren’t completely settled as she spots the stars align just like the prophecy said as Kion tries his hardest to hope that it’s just a myth too as they both share worried looks with each other.

"And now..." Mayor Mare said. "It is my great honor to introduce to you... the ruler of our wonderful land... the very pony who gives us the sun and the moon each and every day... the good, the wise... the bringer of harmony to all of Equestria."

“Ready?” Fluttershy asked her bird chorus as every pony awaits for the sun monarch’s appearance.

"Princess Celestia!" The mayor called as Rarity opens up the curtains with the spotlight turning to the platform as the stage revealed the unexpected…

Princess Celestia isn’t appearing as expected leaving everyone confused, about her whereabouts.

“This can’t be good.” Twilight said in worry having a good idea where this is going.

“Like what?” Bunga asked in confusion.

"Now remain calm everypony." Mayor Mare urged everypony not to panic. "There must be a reasonable explanation."

"Ooooh, is she hiding?" Pinkie Pie asked thinking she is playing a game when Rarity looks at the nearby hallway. "

“She’s gone.” She told everypony leaving them gasping in shock.

“Ooh. She’s good.” Bunga said still feeling impressed and thinking this is a game only to scream in fright with Pinkie as a mist of blue vapor appeared on the pavilion as everypony follows suit.

“Oh, no.” Kion whispered as Twilight’s fears proved to be correct as the villainous mare appears in the flesh and fur. “Nightmare Moon!”

A tall mare with black fur and wings, a long horn, with a long vapor flowing blue sparkling mane, with blue armor and matching eyes and irises.

"So it’s true?!" Kion said in shock and horror as Spike fainted off of Twilight’s back as the mare looking down on everypony delivers a dark smile to the frightened ponies.

“My beloved subjects." She spoke before everypony. "It has been so long since I've seen your precious little sun-loving faces.”

"What did you do to our princess?!" Rainbow demanded as she tried to fly up and challenge the mare with Applejack holding her back by the tail.

“Hold it nelly.” Applejack warned the brash Pegasus from getting herself in a one-sided fight not in her favor.

"Ahahahahaha!" Nightmare Moon chuckled evilly in response. "Why, am I not royal enough for you? Don't you know who I am?"

"Ooh, Ooh, I know!" Pinkie Pie called out thinking she is just a big joke. "I love guessing games. Um... Hokey Smokes! How about Queen Meanie? Oh Oh! Black Snooty! Black Snooty!"

Applejack immediately shoved a cupcake up her mouth to shut her up.

"Oh, have you all forgotten?" Nightmare Moon asked as she leaned near Fluttershy, who was scared and cringing in fear, along with her birds who scattered away quickly. She then glances at Rarity, and cradled her face with her intangible mane. "Does my crown mean nothing to you now that I've been imprisoned for a thousand years?" Nightmare Moon asked as she forced Rarity to look at her in the eyes. "Do you not recall the legend? Nor have you seen the signs?"

"I do!" Twilight bravely answered as she stepped forward. "I saw the signs, and I know who you are! You're the Mare in the Moon... Nightmare Moon!" The crowd gasps in surprise and even more horror, remembering the name.

"Well, well, well." Nightmare Moon said very pleased to hear and see a brave face. "Somepony who remembers me. Then you also know why I'm here."

“You’re here to bring on eternal night!” Twilight still kept her composure in the face of danger after briefly emitted a nervous gulp.

“That’s right little pony.” Nightmare commended the mare for her accurate deduction. “And it is time for everypony to experience the praise I deserve after all of these years spent trapped on the moon.”

“Not on my watch!” Bunga brazenly spoke as he leaped into action.

“Bunga wait!” Kion shouted in his direction in deaf ears as he sprung up towards the dark mare in an attempt to fight her only to find himself easily catch with her magic as she chuckles evilly again at his amateurish attempt of standing up against her.

“What the…?” Bunga said as he struggled to move. “I’m stuck!”

“Very brave yet so foolish on a very amateurish attempt against me.” Nightmare simply shook her head at the struggling honey badger’s attempts to break free. “Being an alicorn who knows magic certainly has its advantages.”

“Lemme go so I can show you what I'm made of!” Bunga defiantly demanded.

“Oh, I don’t think so, honey badger.” Nightmare responded unfazed to the empty threat. “Actually, you make a great bargaining chip for the princess to comply with my demands.”

“Let him go!” Kion bravely spoke at the alicorn’s direction. “Pick on somebody your own size!”

“Like you.” Nightmare returned at the cub’s direction as she unleashes a beam of magic right at him to which he finds himself unprepared for as Twilight leaps in front of him and produces a prolonged shield to fend off her attack as her eyes glowed white as she works her most powerful magic against her.

As Kion braced himself he looked on along with every pony with awe at Twilght’s impressive talent in magic as Nightmare cancels her attack.

“I mean it let him go!” Kion again shouted at the villainous mare still not backing off.

“If you really want your friend back that come and get me!” Nightmare then provoked the lion into attacking her. “Oh, wait, you can’t! And you know why because you’re a fraidy cat!” She further taunted him leaving him further angered and distressed.

“Let! Him! Go!” Kion again shouted at his breaking point as he unleashes the Roar of the Elders at her for the second time which left Nightmare Moon rather surprised but still kept her composure as she stands her ground, produces a magic shield and then redirects the Roar’s power right back at him and Twilight as everypony is sent scattering across the place and outside of the building as Nightmare Moon makes her escape with Bunga in tow with the resistance defeated.

“Remember this day, little ponies, for it is your last." Nightmare Moon said as she stopped to turn to face everypony groaning in pain. "From this moment forth, the night will last forever! Ahahahahaha!" She said as she evilly laughed again and then transformed into a blue-violet mist as she disappears along with Bunga.

“Bunga! NOO!” Kion screamed as Nightmare Moon disappeared and made her escape with Rainbow after finally breaking free tries to fly after in a futile attempt to catch her.

As Rainbow can only see her make her escape, Twilight and Kion emerge with Spike still passed out on the former’s back looking out in the direction Nightmare flew off to.

“She got away!” Kion growled in frustration as he swiped his claw into the dirt. “And she’s got Bunga! How could this have happened?!”

“Don’t worry Kion. We’ll get him back.” She assured him with determination and comfort in her voice. “Come on!” She urged him to follow her back to the library as he does so.

“Where are we going?” Kion asked as he caught up with Twilight.

“Back to the library to learn more about the Elements.” Twilight answered as they made their way through town. “The one thing that can defeat her once and for all.”

As they both get back to the library, Twilight tucks Spike into bed before she and Kion search through the library in search for the book containing information on the Elements of Harmony.

“Huh?” Spike said as he briefly woke up still worn out. “We gotta stop Nightmare!”

He then fell back to sleep still feeling too tuckered out as Twilight briefly stops her search to place a warm blanket over him.

"You've been up all night, Spike." Twilight comfortably said to the sleeping dragon. "You are a baby dragon after all. Find anything?" She asked Kion.

“No luck.” Kion answered apologetically as he kept searching through books. “Considering we don’t books back in our world.”

“Elements, elements, elements... Ugh!” Twilight then said as she struggled to find the information in question. “How can we stop Nightmare Moon without the Elements of Harmony?”

“And just what are the Elements of Harmony?” Rainbow immediately barged inside while getting up in the unicorn’s face. “And how did you know about Nightmare Moon, huh? Are you a spy?” She said in an accusing tone as Applejack pulls Rainbow back by the tail as Kion immediately steps in between the two ponies. “Whoa!”

“Calm down, Rainbow Dash!” Kion defensively demanded she back off as he values her as a friend to which she silently appreciated. “Twilight is not a spy even I like all of you had just met her.”

“He’s right, Sally!” Applejack agreed with the cub as she and the others enter the library too. “But she sure know what’s going on. Don’t you, Twilight?” She then asked her direction as Kion steps aside to let her explain herself.

“I read about the prediction of Nightmare Moon." Twilight explained to the five as she turns her attention to the moon from one of the nearby windows. "According to the book, these mysterious objects known as the Elements of Harmony are the only things that can stop her. But I don't know where they are, or where to find them. I don't even know what they do."

"The Elements of Harmony: A Reference Guide." Pinkie said as she looked at a particular book in a certain shelf to which Twilight immediately ran over to check it out seeing that the party pony was correct.

“Oh, it was under “E”” Twilight said feeling a little baffled with herself that she missed that. “Thanks, Pinkie.”

“No problem.” Pinkie said in a cheerful and sing-song tone as Twilight starts reading from the book.

“There are six elements of harmony but only five are known. Kindness, Laughter, Generosity, Honesty, and Loyalty. The sixth is a complete mystery. It is located in what is now the Everfree Forest."

The five mares in the room gasped as they heard about the castle.

As they spoke, they were completely unaware of a vapory mist along with the cloaked figure walking on four’s were spying on them briefly before they make their leave when they hear all they needed too.

“Then let’s go!” Kion fiercely said.

“What are you crazy?!” Rainbow asked as she immediately blocked off his exit by flying right in front of him.

“If Nightmare Moon is there then my friend is also going to be there.” Kion replied as he repeatedly moved around and then ducked under the peagsus as he bolted through the door.

“Please darling.” Rarity urged him to listen to reason. “I know your friends just got captured but the Everfree Forest is dangerous. Somewhere no pony should be.”

“But someone has got to get over there if there is any chance of stopping her.” Kion firmly returned with stressed anger directed at the unicorn. “Bunga is depending on me!”

“Look I get that this is your first visit here in Ponyville…” Applejack understandably said hearing the young lion’s urge to save his friend. “… And that your friend is in danger. But this isn’t something you should be handling alone.”

“He won’t be.” Twilight spoke up as she stood beside Kion. “I’ll be going with him.”

“Really?” Kion asked feeling touched that she is willing to help him.

“Of course. Anything for a friend.” Twilight heartwarmingly replied leaving the lion pleased that she is starting to value friendship. “With help of my magic and your roar I think we can save your friend no problem.”

“Thanks. Now let’s go!” Kion said pleased as the two prepare to run out to the Everfree Forest.

“Wait!” Applejack called out. “If you’re going then we’re coming too!”

“What? You all will?” Twilight asked in surprise at the offered assistance. “Even after how we first met?” She felt touched but still felt declined to accept it. “Look I appreciate the offer, but I’d rather do this with just me and Kion. I don’t want to risk any of you because of us.”

“No can do sugarcube." Applejack lightly asserted. "We sure ain't lettin' any friend of ours go into that creepy place alone.”

“Really?” Twilight asked in surprise that they value her as a friend.

“Yeah!” Rainbow answered. “We got your back Twilight!”

“Friends always are there for each other no matter what.” Fluttershy added.

“Better to go in with all the help you can get than facing it alone is what they always say.” Rarity also said.

"No matter what sugarcube, we're stickin' to you like caramel on a candy apple." Applejack assured her support.

"Especially if there's candy apples in there too!" Pinkie Pie added as everyone looked at her. "What? Those things are good..." Everyone shared a laugh as Kion turned to voice his thoughts at the offer.

“All right.” Kion agreed to let them accompany him and Twilight. “Since you all really are willing to help us. Then let’s get going.”

With that said Kion led everyone in the direction of the Everfree Forest as Twilight briefly stops and smiles from behind feeling that their friendship may not be so bad after all before following after them to lead the way into the forest alongside her new lion friend. Even after her initial reluctance and somewhat off-putting attitude they already and still value her as a friend.

Author's Note

Here during the party we have what I written down is aforementioned titled talk and forming bond between Twilight and Kion to establish each other as Foils as they open up to each other just as Bunga (who predictably) manages to get himself captured by Nightmare Moon.

Kion himself has friends but has yet to discover his true purpose in life and prove his worth as the new leader of the Lion Guard. Twilight has her life mostly set in stone, is the princess's protege, and on the flip slide of has rarely ever disappointed her while having little to no interest in friendship and a great fear of failure.

Both really start to bond more here as their talk under the stars marks in start of friendship for Twilight which is further proved in the end of this chapter when she vows to have Kion's back when Bunga gets captured by Nightmare Moon with Kion returning the favor.

Next up is a little side-trip back to the Pride Lands with the others learning about Kion and Bunga's disappearance earlier with a new take on how the Pride Lands fared without Kion around to save the day there.

Protecting the Pride Lands and New Changes

Protecting the Pride Lands and New Developments

Back in the Pride Lands, Simba has just arrived back in Pride Rock shortly after having a serious talk with his son.

“Everything okay, Simba?” His wife, a female lion with creamy-tawny fur and blue eyes, Nala asked him as she took note of the regret in her husband’s eyes.

“Yes…” He said paying little to no attention to his wife.

“Expect…” Nala asked him as she stopped him in his tracks.

“Expect…I just got done talking with Kion and voiced my displeasure with his choice for his Lion Guard.” Simba admitted in his answer as he faced his wife eye to eye.

“What was it about Kion’s decision that made you voice your disapproval?” Nala asked wondering why he said what he said.

“He chose his friends to be on his team even though it wasn’t tradition not to include lions since the Lion Guard has always been made of lions.” Simba answered.

“Really? So Kion decided to choose his friends to join the Lion Guard?”

“Yep.” Simba stoically answered.

“And you felt he wasn’t taking his new role seriously just because it wasn’t tradition?”

“Yep.” He again answered with the same expression with a sigh as he expected the scolding treatment. “It’s just Kion growing up isn’t an easy thing for me to believe and I just don’t want him to turn out like Scar did.”

“Simba…” Nala softly began in an understanding tone. “…our son is not your uncle. And yes, it isn’t easy to have faith in someone who’s on the more playful side of the food chain. But if Kion feels his friends are capable of protecting the Pride Lands alongside with him then you should at least give it a chance.”

“You’re right Nala. It is something along with stepping up to leader of the Lion Guard I know I have to get used to now.” Simba acknowledged with a sigh. “He is now starting to grow up which is something I have to accept.” He then said with a resolve to make things right. “I better go apologize to him.”

Before he could do so however, he is suddenly met with one of Kiara’s friend Tiffu who came running to Pride Rock.

“Your majesties.” She said in a panic as she tried to catch her breath. “Quick. Gazelle stampede in the grazing grounds. Kiara’s down there.”

“Kiara?!” Simba said in alarm hearing his daughter is in danger as he, Nala, and Tiffu all quickly make their way down over to the grazing grounds to rescue her.

Back at the grazing grounds, said cub in danger is currently on a nearby rock for safety and stuck in the middle of a gazelle stampede courtesy of a hyena pack lead by Janja hunting them with Mzingo guiding the hyenas on which gazelle to target next which has worked and scored them their fair share.

Even though it’s plenty for all for them, Janja and his clan does not plan on stopping until the whole herd is dead ignoring the imbalance it will cause to the Circle of Life to turn to chaos.

“Your father’s on the way. Hold on.” Ono told the distressed lion as she clings onto the rock for dear life.

“Hurry!” She said as her parents and Rafiki all arrive on the scene from above joining Fuli and Beshte as Ono flies over to the alarmed couple.

“There, there, on that rock!” Ono told the lion king as he spotted his daughter in the middle of chaos.

“Hold on, Kiara!” He shouted out to her direction as she is struggling to maintain her grip on the rock with her claws.

“Help!” She screamed as Simba immediately sprang into action as he ran down the hill towards the stampede as he looks on the oncoming stampede with determination as he tries to figure a way to navigate it while having a flashback to how his father did.

As Simba tries to approach the rock head-on he is then knocked back by one of the gazelles who accidentally collided with him.

Much like father and son from both moments past and present one of the stampeding animals watch on in horror as the stampeding animals causes their cubs to be spent flying in the air screaming for dear life.

Simba quickly regaining his ground as he gets back up, makes another charge into the thick of herd, and then leaps up and catches his daughter with his mouth as he leaps across the stampede.

This time unlike what happened to his father, both he and Kiara both managed to emerge alive out of the scene much to Nala and Rafiki’s relief.

As Simba looks around he sees that his son isn’t around and still.

“What have I done?” Simba thought to himself thinking that he really soured his son’s heart with his last words to him as he watches on as the gazelles continue their raging stampede.

“Fuli, round up the gazelles!” He shouted out to the cheetah. “We need to calm the herds down!”

“You got it your majesty!” Fuli immediately did as she was ordered.

“Ono, you stop Mzingo and keep him away from Janja and his hyenas. We need to stop them before they wipe out the whole heard.”

“Affirmative!” He said following suit along with Fuli.

“Beshte! Help me and Nala hold off Janja and his hyenas!”

Both Nala and Beshte immediately join Simba as they immediately cut off the hyenas who immediately cower before the queen and young hippo just as Ono subdued the vulture by pouncing on him.

Simba then pounces on the entire clan as they are all forced back while those who attempt to attack him are effortlessly taken down with single blows from his paws with Nala and Beshte joining in on plowing the hyenas back as they are forced on the run.

By then Fuli had just calmed the herd of gazelles after running around them multiple times to the point they all stopped dead in their tracks.

“A crisis in the Pride Lands has been averted. Now all that is left is take care of the hyena.” Simba thought to himself as he steps forward as the hyenas all cower in fear in the face of the king as Janja tries to stand his ground.

“All right Janja! It is now time for you and your hyenas to go back to the Outlands!” Simba boldly said.

“But...” Janja stammered in protest.

“I said now!” Simba then said with a very cold and icy tone with hints of anger that could tear him apart if he chooses too.

While his pack immediately turns away and makes their way back to the Outlands, Janja then follows suit before…

“And one more thing!” Simba added to get the hyena leader’s attention. “If you put my daughter’s life on the line like that again I will personally put an end to you and your clan! Understand!”

“Well…”

Simba let loose a powerful and loud roar to which Janja immediately backed away from the furious king.

“Understood!” Janja immediately said in a panic after emitting a scared gulp as he bolts away to join his pack.

Simba then takes a deep breath as he calms himself down before turning to the others who are a little unsettled with Simba’s threat as he immediately focuses on his next and most important concern.

“Are you okay, Kiara?”

“I’m fine, Daddy.” Kiara replied after shaking off her brief shock. “Thanks to you.”

“I’m just glad I got here in time.” Simba just voiced his relief that she is safe as Nala joins in on the family hug. “I would hate to even think what would have happened if I didn’t. It’s bad enough that I lost my father to a stampede.”

“And we’re very lucky to have you as our king, Simba.” Nala kindly returned.

“Speaking of royalty…” Rafiki brought up. “Where’s Kion? I thought he would have been here to save the day with his new Lion Guard?”

“Yeah, where is he?” Fuli also asked having the same thought in her mind.

“And Bunga?” Beshte added. “He was last trying to find Kion when the stampede started as Janja began attacking the gazelles?”

Simba looked at the others and then his wife and daughter as guilt starts to build up further inside of him.

“I honestly don’t know other than somewhere in the Pride Lands?” Simba honestly answered. “I haven’t seen him since I talked to him earlier this afternoon.”

“Don’t suppose they ran away?” Beshte wondered. “Or disappeared?”

“Like where another world?” Fuli sarcastically asked. “Like that happened?”

“Well, Kion has got to somewhere around here. The Pride Lands needs its new Lion Guard.” Rafiki spoke up as he looked around for the lion cub.

“Ono.” Simba called out to the egret who immediately flew right in front of him onto the ground.

“Yes sire?” He nervously asked.

“Kion says you are the Keenest of Sight.” Simba began. “Do you think you can use your keen sight do a brief scan of the Pride Lands to see where Kion and his friend are?”

“I can try…” Ono began as he scratched his chin with his wing. “But it might take a while.”

“Do what you can and meet us back at Pride Rock.” Simba instructed him as the latter saluted in return. “Hopefully he has returned there while we were away.”

“On it, your majesty.”

With his firm vow, Ono set out and scanned the entire Pride Lands from Pride Rock to the borders of the Outlands. He flew from high and even flew in close which took him well into the night but even after checking every inch of the kingdom from top to bottom he did not have success in finding Kion and Bunga.

With a heavy heart, Ono flew back to Pride Rock as he landed before everyone gathered there including Timon and Pumbaa who have both heard of Bunga’s disappearance.

“Well…” Simba hoped for the best as he senses from the look of his solemn expression that Ono had no luck finding them.

“Please?” Timon begged with his voice cracking.

“…Any sign of him?” Pumbaa also hoped as he and the meerkat are about ready to tear up causing Fuli and Beshte to quickly move aside a good distance from them to avoid the teary showers.

“I’m afraid not your majesty.” Ono regretfully answered. “I looked everywhere in the Pride Lands but not a single paw print or trace of Kion and Bunga.”

Predictably, Timon and Pumbaa both bawled a waterfall of tears thinking the worst has happened to their adopted son.

“Not again.” Tiffu and Zuri groaned in annoyance yet sympathetic towards them.

“But our boy…” Nala began as her voice waivered a little at the worst thought to a child possible.

“He isn’t dead.” Ono quickly said to assure the queen. “It’s just where exactly he is, is the question.”

“Where?” Simba asked.

“That’s just it I don’t know?” Ono replied. “They literally disappeared without a trace. It makes no sense.”

“But how?” Beshte wondered.

“My best guess is that some magical portal appeared and sucked the two up to another world.” Fuli suggested with a tone full of snarky sarcasm. “Or more realistically since we know a world of magic is impossible is they have left the Pride Lands on their own.”

“Sounds about right.” Simba voiced his thoughts on the latter suggestion. “It’s only been a few hours. If we leave now we might have a chance to catch Kion since he might be walking or resting somewhere at this time. Come on Nala.”

As the two lions racing ahead off of Pride Rock both Timon and Pumbaa followed after them wanting to join them too.

“Wait for us, Simba.” Timon called out as Pumbaa raced to catch with Simba.

“We’re coming too.” Pumbaa also called out seeking the couple to let them catch up as they all leave the others back at Pride Rock.

“Should we go after them?” Beshte asked his friends.

“I think they’ll be fine since they got Timon and Pumbaa.” Fuli declined thinking they have enough company. “They couldn’t have gotten far by now. It’s not like they ever come across a portal that leads to another world where Kion and Bunga are currently out there fighting some evil bad guy there.”

“If that’s true then Bunga must be in trouble already.” Ono added just as deadpan at the thought. “Common knowledge, really.”

“That honey badger always gets himself into trouble.” Fuli added on that. “He’s probably already captured by a leopard from the backlands just for setting foot there even when he is just passing through.”

“Let’s just hope they are both okay.” Beshte hoped for the best placing his faith in the king and queen to find them before the worst can happen.

“Indeed they will.” A majestic voice called out as a magic portal appears before them.

“What?” Fuli said in disbelief at the sight of the portal.

“Poa.” Beshte said in astonishment.

“Hapana.” Ono said with wide eyed shock.

“What is this?” Fuli said as she repeatedly blinks and shakes her head to make sure this isn’t a dream.

“It looks like a magical portal.” Ono correctly deduced as he uses his keen sight to get a look at the portal as they all find themselves sucked inside the portal

“Whooooa!” Fuli screamed as she finds herself plowed through as Beshte accidentally bumps into her along with Ono due to his weight.

As they all get sucked through the portal it closes after them as they all vanish into thin air just like their friends before them.

Author's Note

In this part we have a different take on the hyena's attack on the gazelle's as Simba was the hero in leading the handling of the situation with his son's disappearance. Additions and alternations include some flashbacks on Simba's mind from the fateful day he lost his father to give him moments and showing signs of PTSD that the show couldn't present because it wasn't preschool friendly material.

Furthermore, an added scene where Simba while disappointed comes to see that he was being too hard on his son which was never show and given proper resolve in canon comes to a realization after a talk with Nala only to have to set out to find him after finding no trace of his son in the Pride Lands.

Meanwhile said portal that sucked Kion and Bunga up appears to do the same to the rest of the Lion Guard as they are about to embark on their first big journey with their new friends they are about to meet.

Tests and Challenges

Back just outside the Everfree Forest, the Mane Six along with Kion all arrive just outside of the Everfree Forest where they all stop for a moment as they all see the entrance in its full glory and needless to say the forest itself was pretty unnatural.

“I guess this is it.” Kion asked Twilight as they both enter the forest first.

“Uh-huh.” Twilight replied as they both lead the way inside but just as they walked through the forest so far as just been eerily as the rumors have it.

Just as soon as they all go inside the forest the magical portal that whisked Fuli, Beshte, and Ono through dropped them off right where the others were. All three land on each other, Beshte first with Fuli and Ono following after and on top of him. After some groans of pain they all get off of each other.

“What just happened?” Ono asked as he looked around and towards the forest. “Hapana! And where are we?!”

“I don’t know.” Beshte answered looking just as surprised but not as frightened as Ono. “But that was pretty scary. It was like…”

“…We just went through a magical portal.” Fuli added as she looked around trying to make sense of what just happened feeling lost inside. “And when I said that earlier I was kidding!”

“Apparently.” Ono said just as lost as he flies up. “Don’t suppose this really happened to Kion and Bunga?”

“Only one to find out.” Beshte simply said as he and Fuli nod at him to use his keen sight as he scans around the skies.

Ono gives his glimmering eyes a good look around town before looking around Ponyville.

“This is interesting.” Ono commented as he scanned through town. “It looks like we are in a world where there are ponies.”

“Poa.” Beshte said in amazement while Fuli groaned with a roll of her eyes.

“Oh great. And I suppose they know how to walk and talk just like us too, huh?” Fuli remarked in a dull and unsurprised tone.

“I don’t know?” Ono replied as he turned his attention to the forest in front of them. “But I am not seeing our friends anywhere. Oh, wait a minute!” He then said as he inspected the trail inside the Everfree Forest where he spots Kion with the six ponies he had just met. “I see Kion with six ponies inside that forest!”

“Then let’s go!” Fuli said as she sped ahead as Beshte and Ono follow after her tryin their hardest to keep up with her as they enter the forest as the cloaked figure stealthily watches and follows after them in the shadows.

Back inside the forest all seven visitors all walk through the forest as they all look around to their surroundings.

“So far so good.” Kion commented as nothing bad has happened to them so far.

"So... none of you have been here before?" Twilight asked the others behind her.

"Heavens, no!" Rarity answered. "Just look at it. It's dreadful!"

"And it ain't natural." Applejack added as Nightmare’s vapor mist seeped through the cracks under the ground before them.

“What’s that supposed to mean?” Twilight questioned.

“No pony knows.” Rainbow said as he appears from the shadow with a look that screams evil if she were a villain. “And you know why?”

"Rainbow quit it!" Applejack told her to knock it off as she lurked around.

“Cause every pony who’s ever come in has never come out!” Rainbow somewhat menacingly tells Rarity, Fluttershy, and Pinkie who both retract a hoof in fright as Rainbow lurks up to them.

As soon as she said that a large and loud crack caused by Nightmare’s magic sends Twilight, Kion, Applejack, Pinkie and Rarity tumbling down the cliff just as Kion’s friends appear.

“Kion!” Fuli cried in shock seeing them fall down as both Rainbow and Fluttershy look down on them.

“Hapana!” Ono said in alarm at the sight.

“Don’t worry Kion! We’re coming!” Beshte added as he and Fuli rush down the cliff after them.

“Fluttershy! Quick!” Rainbow quickly shouted towards her friend as they both flew down.

“Oh my goodness! Oh my goodness!” Fluttershy said as she followed suit.

Working together, Rainbow was able to lift Pinkie from the downward tumble while Fluttershy was able to slow down and put the brakes on Rarity’s descent by grabbing onto her tail with her teeth. Fuli appears as she slides down and uses her strength to block both ponies to force them to slow down as Fluttershy’s grip started to slip just as they reached the bottom of the hill. Beshte who managed to reach the bottom of the hill due to his weight first managed to stop everyone from reaching the end of the cliff while Applejack was able to slow down her own descend by grabbing onto a nearby tree root as Kion joins in on bumping into Beshte along with Rarity, Fluttershy, Pinkie, and Rainbow.

As Kion turns to see Beshte and Fuli here they both return friendly smiles in relief that they are all okay…

…Well…all but Twilight as she skidded towards the edge of the cliff and finds herself dangling and holding on for dear life.

"Hold on, I'm a-comin'!" Applejack called out as she lets leaps over Beshte towards the edge, grabbing onto Twilight's front hooves to prevent her from falling.

"Applejack!" Twilight cried out as Applejack struggled to pull her up. "What do I do?!"

Applejack could only struggle with one eye shut unable to hold on much longer or hoist her up the cliff. But after she looked around, and then up for a moment she then turned back to Twilight as she spoke.

"Let go.”

"WHAT?!" Twilight asked sounding very shocked. "Are you crazy?!"

"No, I ain't." Applejack sincerely said. "I promise you'll be safe."

"That’s not true?" Twilight asked still not buying it as Kion shares the same reaction as he thinks back to the memory his father told him in regards to his near-death experience along with his grandfather’s at the claws of Scar.

"Now listen here." Applejack then said very assuring and firmly. "What I'm sayin' to you is the honest truth. Just let go, and you'll be safe."

Twilight eyes widen as Kion starts to have eyes of panic at Twilight’s predicament and could only look on from safety with the others as Twilight widens her eyes before calmly closing her eyes as she trusts the farm pony’s words as she lets go but not before screaming as she falls.

As Kion watches on he couldn’t help but sense the flashback to when his father and grandfather we're in this position with Scar clamming his claws onto his older brother who he would say his final words to him before murdering him on the spot.

“Long live the King!” Scar sinisterly told his brother before throwing him down to his death towards the wildebeest stampede below him leaving him screaming as he falls to his death.

“NOOOOO!” Young Simba screamed as he watches his father fall to his death.

"NOOOOO!" Kion in the present screamed with the same shocked response before leaping over towards the cliff joining Applejack as he screamed watching Twilight plummet but to his and her surprise she felt no impact. She didn’t die. She was safe and sound.

As Twilight opened her eyes, she saw that she was still in mid-air courtesy of Rainbow Dash and Fluttershy holding on to her.

Twilight let out a sigh of relief and so did Kion, until she slipped out of Fluttershy's grip until she quickly regained her grip on Twilight again, as the three then began to descend slowly to the ground as the others all regroup down as the three land down on the ground.

"Sorry, I'm not used to holding anything more than a bunny or two." Fluttershy apologized to the unicorn as she sees Applejack leaping down ledge to ledge with Kion following after her.

“How did you know they would catch her?” Kion asked the farmpony between leaps down.

"Just by being honest with my friends and having good faith in that she would be saved.” Applejack answered as they both climbed down together. “Although it was also a good thing that hippo appeared when he did otherwise the rest of us wouldn’t have been so lucky.”

“A very good thing.” Kion couldn’t agree more as they both reach the bottom of the hill. “And that there is the Lion Guard’s strongest.”

“Kion!” Beshte called out as he Fuli and Ono reunite with Kion.

“Beshte, Fuli, Ono!” Kion returned while just as surprised to see them. “What are you doing here?”

“Looking for you.” Fuli returned as she tackled him to the ground. “Don’t you ever scare us like that!” She then said in a tone of playful seriousness and happy relief.

“I won’t.” Kion playfully returned as the latter helped him up to his paws as Twilight watches on with a knowing smile.

“Saw that.” Twilight teasingly remarked as the other ponies giggled in amusement as Kion blushes in embarrassment while focusing more on reuniting with his friends back at his home.

“So anyways…” Ono began changing the subject. “After you left, Janja and his hyenas attacked the gazelles Kiara was tracking.”

“Luckily your dad saved your sister and forced them to retreat.” Beshte added.

“But then we noticed you were gone and had disappeared. Literally.” Ono then said. “I looked everywhere for you in the Pride Lands but you were nowhere to be found.”

“We figured you and Bunga ran off from home until we can across a magic portal.” Fuli said as she tries her hardest to detain her disbelief. “Which just happened against all odds.”

“You too?” Kion asked seeing that he is not the only one who saw it.

“I wouldn’t have believed it if I hadn’t saw it myself.” Ono said it’s a first for him too. “Next thing we knew just after the king and the queen ran off to find you we all got sucked through the portal too and ended up here.”

“And just after getting here we all ended up finding you here in this forest along with saving you.” Beshte added.

“My mom and dad ran off from the Pride Lands looking for me?” Kion asked in stunned surprise that they think he ran away. “Wait?! What?!”

“Yeah.” Beshte honestly answered much to Kion’s sadden guilt over his own disappearance as the ponies take this all in with the same apologetic expressions of what happened to him.

“I’m guessing you didn’t mean to disappear from your folks back at home.” Applejack figured that his appearance here wasn’t intentional.

“No.” Kion answered as he looked aside in shame. “Like my friends here I ended getting pulled in here as it appeared randomly before I could even return.”

“Don’t worry sugarcube. We’ll help clear this all up as soon as we take care of Nightmare Moon.” Applejack assured him with a comforting hoof on his shoulder.

“Applejack’s right. We will sort this out when this is all over.” Twilight said as she got everyone’s attention and pointed her to follow her. “But for now we got to get on over and find the Elements.”

“Aren’t you going to introduce us to your new friends Kion?” Fuli asked as she stops the lion cub in his tracks forcing Twilight to turn back.

“Oh right, sorry.” Kion apologized as he turned to the six ponies. “Girls, these are my friends back in the Pride Lands.” He introduced and gestured to his friends starting with the hippo. “This here is Beshte, the Lion Guard’s strongest.”

“Hello.” Beshte smiled as Applejack walks up to shake his hoof rapidly like she did with Twilight as the hippo was able stay on the ground despite feeling a vibration from the shake.

“A pleasure to meet you, Beshte.” Applejack welcomed him as she let go of Beshte’s hoof. “Always a pleasure to meet another strong fella like yourself. My name is Applejack.” He then proudly said as he tipped his hat. “But friends like you can call me AJ.”

“This is Fuli, The Lion Guard’s fastest.” Kion then introduced the cheetah next as Rainbow Dash immediately got up in the cheetah’s face.

“So you’re the cheetah our new friend has been talking about.” Rainbow glared at her as she returned it standing her ground. “The fastest animal in the Pride Lands.”

“You got that right!” Fuli smirked at the Pegasus’s direction as she accepted whatever challenge she had in mind for her.

“We are definitely going to see who’s really the fastest when this is all over because my name is Rainbow Dash. Emphasis on Dash!” She said as she flew around Fuli at top speed forming a rainbow spinning top leaving her feeling dizzy and fumbling in her steps before laughing at her.

“Oh it’s on!” Fuli accepted the challenge as she ran around Rainbow at her top speed.

“Whoa!” Rainbow said off-guard as she is wrapped up in a dust tornado and is left feeling dazed and stumbling on her hooves just like she did to Fuli with the cheetah returning a smug grin at her direction as she gives her a nod of respect.

“And this is Ono, the Keenest of Sight.” Kion then said gesturing the egret in flight.

“Hello.” Ono introduced himself as Fluttershy flies up to him with eager joy.

“An egret!” She said with a wide-eyed grin before cuddling him with a cute giggle.

“Um, yes. Common knowledge really.” Ono replied feeling a little awkward at the animal-loving Pegasus hugging him. “Is this normal for her?” He asked Kion with one open eye.

“When it comes to meeting new animal friends she really likes.” Kion answered with a smile that tells him he’s on his own there.

“Otherwise she can pretty shy.” Twilight added as she gestured him to fly down to her. “And believe me I know first-hoof when I tell you it’s true.”

“I hear ya.” Ono understood with a nod before returning to Fluttershy as she really wants to know more and all about him.

“Listen I’d hate to interrupt the introductions but we should get going if we want to find the Elements of Harmony and Bunga.” Twilight brought up with some regret of having to break the bad news.

“Wait, Bunga has been captured!” Ono asked in shock.

“Yes, by Nighmare Moon herself. An evil mare consumed by darkness who threatens to unleash eternal night on all of Equestria and is only willing to spare him if Princess Celestia surrenders to her.” Twilight explained the severity of the situation to the mostly assembled Lion Guard.

“Is this true?” Fuli asked Kion.

“I’m afraid it is.” Kion honestly answered. “We’ll explain more on the way but Twilight’s right. We gotta keep moving.”

The whole group then presses forward as Kion and Twilight take their time along the way to explain to them what happened since they met at the same time.

Unbeknownst, to the group the cloaked figure watches from above the ledge as he continues monitoring them from afar.

“So this powerful alicorn Nightmare Moon has been trapped on the moon for thousand years, just returned, and kidnapped Bunga?” Ono asked if he got everything Twilight and Kion told him straight.

“Yep.” Kion said nonchalantly.

“That sums it up.” Twilight said in the same tone.

“What?!” Ono asked with a twitchy eye as he has a hard time believing it as he briefly turned away from Fluttershy.

“Yes, I know this sounds crazy but I wouldn’t believe it if I hadn’t seen her herself.” Kion advised the bird to hear them out. “If we want to get Bunga back we going to have to work together and trust these ponies.” He also said as they pressed forward. “And for one thing this is definitely not the Pride Lands.”

“No kidding.” Beshte agreed feeling the chills up his spine. “This place sure is scary.”

“And considering we all nearly fell off of a cliff. It’s also endangering us.” Fuli added to back up that claim as she could feel her heart still racing from that blood-pumping experience. “I mean what else is there about this forest that could be worse.”

As soon as she said that a loud growl is heard ahead of them. Looking forward, they saw a huge beast blocking their path. The beast was huge, had a lion's face and body, bat ears and wings, and a scorpion tail’s.

"Hapana!" Ono said in horror.

“What in the Pride Lands is that?” Kion asked just as alarmed.

"A manticore!" Twilight shouted as the beast roared while moving in to attack them while Fluttershy and Ono backed away in fear with the latter using his keen sight to examine the manticore. "We have to get past him!"

The manticore then made its first move making a swing at Rarity, but the fashionista quickly ducked and countered with a buck to the face that knocks him back.

“Fluttershy…” Ono said to Fluttershy as he whispered something into her ear who then sees a way to properly deal with him.

"Take that, you ruffian!" Rarity confidently spoke as the manticore then roared in Rarity's face, leaving her mane frizzled up as a result of his breath.

"My Hair!" She shouted very upset he did that to her as she quickly retreated. The manticore then attempted to pursue her, but then stops, when Applejack came to the rescue appearing on top of him so he could ride and control him like taming a bull.

“Wait.” Fluttershy tried to say to stop the farm pony from doing so alas a little too late.

"Yee-Haa!" Get along, little doggie!" She shouted in her attempts to control him only for the latter to need a good heave to shake the cowpony off of him. "All yours partner!" She said in Rainbow’s direction nonchalantly.

"I'm On It! Come on Fuli!" Rainbow Dash said with a salute as she turned to the cheetah as they both dashed forward and used their fast speed to trap the foe in another rainbow dust-filled twister.

“Wait.” Fluttershy tried again a little louder as Ono groaned to himself before speaking up to her.

“You’re going to have to say it louder next time. Otherwise, they wouldn’t listen to reason.” Ono urgently advised the meek peagsus to which Fluttershy looked reluctant at the thought of raising her voice.

The speedster’s twister made the manticore dizzy instead of dry. But the beast then lashed tail, swatting Rainbow Dash toward the trees with a yell while narrowly hitting Fuli.

“Whoa!” Fuli shouted as she nearly got struck.

“Fuli!” Kion shouted in her direction as she got fierce and defensive as he retracted his claws as Twilight drew a hoof in the dirt ready to charge along with the others while Pinkie Pie happily hopped her way towards the manticore ready for a fight until...

"WAAAIIIT!" Fluttershy screamed as she appeared in front of everyone along with Ono, causing the group to come to a halt in surprise.

“Everyone stop!” Ono barked with open and spread wings before turning his eyes towards the manticore.

“Under his paw.” Ono said to the peagsus as she casually walked up to the manticore with a paw ready to swipe her as the others shield their eyes cringing in preparation until they saw her nuzzling her snout on the creature’s other paw.

The creature taken aback by this kind gesture softens up as he un-clenches and reveals a thorn stuck on his left paw.

"Oh, you poor, poor little baby." Fluttershy said in pity for him.

"Little?" Rainbow Dash asked in confusion by her describing a large creature little.

"Now this might hurt for just a second." She gently said as she reached down to his paw with her teeth and then pulls out the thorn. As soon as she did that the manticore let loose a roar as he picked her and Ono up.

"Fluttershy!!!” The girls called out.

“Ono!!!” Kion, Fuli, and Beshte called out at the same time fearing he was still going to be hurt then only to see the manticore craddling and licking the peagsus and egret in his arms, thanking them for pulling the thorn right out.

“Aww!” Ono groaned in disgust at having manticore saliva all over his body while Fluttershy giggled.

"Aw, you're just a little old baby kitty, aren't you?" Fluttershy asked as she and Ono are still licked at while the group watched in amazement as they see that the beast is actually friendly as he allows them to pass by. "Yes, you are. Yes, you are."

“Poa.” Beshte said very impressed.

"That is pretty impressive." Kion said in the same tone as the manticore finally lets go of Ono and Fluttershy to allow them to join their friends as both have feathers and mane hair still standing up from the multiple licks of affection.

"I can’t believe I’m saying this but great job." Fuli said still stunned that kindness was all he needed.

"How did you know about the thorn?" Twilight asked.

"I didn't." Fluttershy replied. "Ono did with his keen sight.” She said as Ono nodded to confirm it. “Sometimes we all just need to show and be shown a little kindness as much as having a good trained eye."

“Especially for those who jump to conclusions before acting. Common knowledge really.“ Ono added feeling pleased with what he did.

As they walk up to rejoin the group, Twilight and Kion pondered for a second, and smile as the former gets the idea of what the latter is trying to get her to come to terms. Sometimes what others truly need is show and give kindness when the situation calls for it.

“You thinking what I’m thinking?” Kion asked Twilight if she learned anything from what they witnessed.

“Yes, Kion.” Twilight simply answered as they walked forward to catch up with the others as the nightmare mist and dark cloaked figure appear from the shadows behind them as the former nods at the mist as the latter moves ahead towards the ponies, lion, cheetah, hippo, and egret.

The group continued to make their way through the forest. As they pressed onward, Rarity expressed the creeps she was having by giving a shudder.

"My eyes need a rest from all this icky muck." Rarity said. As they kept going, the moon disappeared out of view due to the trees blocking it around them as the surrounding around them darken the part of the forest they walked into. "Well, I didn't mean that literally." The fashionista added, while the group continued on, unaware of the Nightmare’s wisp is around and seeped itself into a twisted old tree as they continued on.

“Ono. Can you get a good view of where we are going?” Kion called out to him hoping his keen sight can help them again.

Ono tried to fly and look around but due to the very darkness they were in he couldn’t.

“Sorry, Kion. It’s too dark!” Ono apologized as he tried to stay close out of fear of getting lost.

“I got this.” Twilight assured everyone as she lit up her horn with her magic to use as a flashlight in the very dark section of the forest. “That’s better.”

"Nice!” Kion complimented.

“Now that’s what I’m talking about serious light when we need it.” Fuli also admired the unicorn’s great gift.

"Thanks." Twilight greatly appreciated the compliments as they pressed forward with Applejack stepping on something squishy.

"Oh, wait. I think I stepped in somethin'." She said as she tries to see what she thinks and truly is just mud.

“It’s just mud." Applejack returned somewhat annoyed thinking she is screaming over something over the top until she saw the tree in front of her that had a hideously gruesome face. A gaping, five sharp tooth open mouth that makes giant worm like creatures formed from an opening in the bark and a pair of glaring eyes.

"WHOAAAUUH!" Applejack shouts as she bolts away while the other ponies watched as they find themselves surrounding by trees filled with nightmarish snarling faces. The ponies along with the Lion Guard all shouted and retreated to the nearby bushes. Pinkie however was the only one who didn’t as she got a good look at the trees and then laughed and giggled at them much to the others surprise.

"Oh girl, don’t you see." Pinkie Pie shrugged it off as she broke out into a song as she giggled and hopped not finding any of the trees scary.

”When I was a little filly,

and the sun was going down.”

Pinkie sang as her friends watch in confusion and bewilderment.

"Tell me she’s not?" Fuli asked the others as Pinkie continued singing the next part right in front of her.

“The darkness and the shadows,

they would always make me frown.”

“She is.” Rarity answered.

“Figures. She is just as annoying as Bunga.” Fuli said in a defeated tone under her breath.

“I'd hide under my pillow from what I thought I saw

But Granny Pie said that wasn't the way to deal with fears at all.”

She sang as she continued hopping around.

“But what is?” Rainbow asked.

“She said Pinkie, you gotta stand up tall, learn to face your fears

You'll see that they can't hurt you, just laugh to make them disappear.“

She sang as she appeared next to one of the scary faced trees.

“"Ha! Ha! Ha!" Pinkie Pie giggled at the tree which amazingly caused the tree's face to vanish. It was once again a normal tree. The others gasped in surprise that it actually worked and then joined in on laughing at the menacing faces. Though Twilight and Fuli felt skeptical at the idea, both Pinkie Pie and Kion encouraged them to do so and after seeing the tree, both Twilight and Fuli joined in on the laughter. And as everyone continued laughing, the faces continued to disappear as Pinkie continued singing.

“So giggle at the ghostly

guffaw at the grossly

Crack up at the creepy

whoop it up with a weepy

Chortle at the kooky, snortle at the spooky

And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna...

LAAAAAAUUUGH!!!”

As Pinkie finished singing with the last word very high-pitched, the remaining faces disappeared as everyone all flopped on their backs including Twilight and Fuli to share another long laugh.

"Wow" Fuli said as she is the first to stop laughing. “Now that is some serious laughter you just created there in the face of danger.”

“Just like Bunga!” Beshte added.

“Thanks.” Pinkie said. “Although with a little smile and laugh anyone can brave through the face of danger and walk on the wild side! Why I always laugh in the face of danger."

“Indeed.” Ono said in agreement. “If he was here he would have done the same thing I mean seeing how similar you two are.”

“Yes-siree.” Pinkie happily returned. “We sure had a great time together back at that party.” As she and the others prepared to move forward she stopped as she remembered she wanted to say something else. “That reminds me, when this is all over I will now have two parties to throw?”

“What would that be for?” Fuli curiously asked.

“A “We Saved Equestria” party and a “We Saved Bunga.” Party.” Pinkie happily answered as she happily spread confetti and blew on a noise maker in the cheetah’s ear leaving her tapping her ear to make sure the hearing is still working.

“Figures.” Fuli replied while wondering to herself why she even asked with a matching expression before making her way forward as the others followed suit.

As they pressed forward Kion looked back as Twilight is the last to follow them before catching up. As the mare pass him he can’t help but smile seeing that the unicorn is really getting into friendship.

The group pressed forward with Pinkie leading the way until she suddenly stopped, with Twilight bumping into Pinkie, followed by Kion, Rainbow Dash, Fuli, Rarity, Applejack, Beshte, Fluttershy, and Ono in that order. The ten friends poked their heads out from behind Pinkie so they can see why she abruptly stopped. A river in front of them with large waves of flowing and overly strong water in between them.

"How are we gonna cross this?" Pinkie Pie asked.

“I can tell you all one thing and it’s not going to involve me getting in it that’s for sure.” Fuli immediately voiced her vow.

“I’m guessing you don’t like water do you?” Applejack figured from her tone of refusal.

“Nope and I don’t plan to anytime soon.” Fuli said without hesitation.

“I see.” Rarity understood as she turned to the others. “Anyone else have another idea?”

“Not really. We can’t jump over it.” Kion had nothing to offer.

“And it’s too strong to swim in.” Beshte added.

At that moment they heard a sound of moaning and wailing nearby. They all turned their attention to the side of the river where they saw a large and tall purple serpent with skinny arms, long orange hair with a matching mustache, and eyebrows with yellow highlights crying.

"Oh, what a world!" He cried as he splashed his hands in the flowing stream. "What a world!"

"Why are you crying?" Twilight asked.

"Well, I don't know." The serpent responded. "I was just sitting here, minding my own business, when this tacky little cloud of blue smoke just whisked past me and tore half of my beloved mustache clean off!" He then said as he showed his mustache with the left side of it completely cut off.

“Aww.” Beshte said in sympathy for his misfortune.

"And now... I Look Horrible!!" Steven then wailed as he fell back into the river, splashing water all over the ponies as he continued to wail his misery while the others especially Fuli, Applejack, and Rainbow Dash all get annoyed from being soaked.

“And this is why I hate water.” Fuli said feeling her point has been made.

"Oh, give me a break." Rainbow Dash then said in annoyance.

"That's what all the fuss is about?" Applejack asked feeling exasperated.

"Why, of course it is!" Rarity said as she walked past the group while lightly scolding the farm pony and speedster Pegasus while turning away with her head up high and proud. "How can you be so insensitive? Oh, just look at him." She then said with a sympathy and somewhat babyish tone approached the serpent as he lowers his head on the ground "Such lovely luminescent scales."

"I know..." The serpent said as he sniffed.

"And your expertly coiffed mane." Rarity added.

"Oh, I know, I know...!" Steven said as he stood up and patted his styled back mane.

"Your fabulous manicure!" Rarity further went on as Ono rolled his eyes wondering how much more she is going to go on about.

"Oh it's so true!" Steven said with a touched and pleased tone.

"All ruined without your beautiful mustache." Rarity finally finished.

"It's true... It's true, I'm hideous!" Steven sadly said still upset.

"Well, I simply cannot let such a crime against fabulosity go uncorrected!" Rarity said with determination as he turned to Kion.

“Kion dear I need you to do me a favor.” Rarity called upon the lion who then whispered her plan to him.

“What?” Kion asked incredulous of what she wants of him. “Are you sure?”

“Yes.” The fashionista simply and firmly replied.

“But Rarity…” Kion tried to protest against this.

“Please Kion. Do it for him.” Rarity further insisted him to hear her out on this. “We have to help him.”

Kion then looked into the serpent’s eyes and then sighed as he saw his saddened expression of how hurt he is to have his moustache ruined by outside circumstances.

"Okay." Kion then reluctantly agreed as he approached the unicorn retracted his claws and after readying his aim and pounce he leaps up raises his right claw and slashes her tail right off leaving a small stub of hair behind on her rump.

The five other mares and four Lion Guard members all gasped in shock at what happened as Steven Magnet fainted in shock from what he saw too.

Using her magic, the fashionista levitated the cut piece of her curly tail and then attached it to the serpent’s ruined half of his blond mustache. He sees this new piece of hair on his mustache after recovering from his fainting shock.

"Oh, My Mustache Is Fixed!" He said with overjoyed glee. "And it looks perfect! Oh thank you!"

"No problem at all." Rarity said as she thought nothing of her own generous gesture. "And thank you Kion."

"Always a pleasure." Kion replied while eyeing her now cut tail. "Even though I had to cut your tail off to make it happen."

"Oh don't worry, it's fine." Rarity assured the young lion. "Short tails are so in this season. And besides, it'll grow back."

"So would a mustache." Rainbow whispered to Twilight along with the others.

“Affirmative.” Ono said in stoic annoyance.

“No kidding.” Fuli whispered back in agreement still a little annoyed as Twilight saw the river has now calmed down as a result of Steven’s now happy mood. The river went from large and overflowing from Steven’s crying and upset mood to a calm stream when his mood changed.

"Look, we can cross now!" Twilight said in delight as she started making her way across the river. "Let's go!"

As Twilight was just starting Steven appeared right under Twilight as she finds herself standing on the serpent’s second hump as he forms his back into a stepping stone bridge for them cross the river.

"Allow me!" Steven offered with a sense of insistence as his way of saying thank you to which they all gladly take up his offer as they use his coils to cross the river.

"Gee thanks!" Beshte called out as all of his friends go before him as he and the ponies used the coils to make it to the other side. “Um you think you could…?” He asked the serpent as he nodded as the hippo gets on his back. Once everyone else went ahead he then found himself sliding across his coils before being bounced off of his back while making a perfect landing on the other side.

“Poa! That was fun!” Beshte said as the serpent waved to him before making his leave.

The Pride Landers and the ponies then continued their way through the forest until they saw something that sparked delight in Twilight’s eyes through the mist-covered abyss. The Castle of the Royal Sisters, well at least the remains and ruins of the abandoned place but still there in one piece.

"There it is!" Twilight spoke out. "The ruin that holds the Elements of Harmony! We made it!" Happy and excited that they have finally made it to their destination, Twilight galloped ahead.

"Hey Twilight, wait for us!" Applejack called out as he chased after the unicorn, with the others following them.

"We're almost there!" Twilight called out as she ran ahead while Ono examines the area in front of them.

“WAIT! TWILIGHT!!” Ono called out in horror as he saw the unicorn wasn’t watching where she was running. Alas, the warning came a little too late as she tripped after nearly stumbling into mid-air, and struggling from falling over the edge over a broken bridge. Luckily, Kion and Rainbow Dash quickly pulled her up before she could fall with the former pulling her up by the stomach and the latter pulled her up by the tail. Once Twilight was safe once again, Kion let loose another sigh of relief.

"What's with you and falling off cliffs today?" Rainbow Dash asked before examining the broken bridge along with the rest of their companions.

"Now what?" Ono asked seeing that the only way across is cut off.

"Duh.." Rainbow Dash simply shrugged it off as she flew down towards and into the misty abyss and picked up the other end of the bridge with her teeth to bring it back up.

“Oh, of course.” Ono said as he realized what she is doing. “Why didn’t I think of that?”

As Rainbow prepared to re-tie the bridge so the others can cross it she hears a strange voice nearby courtesy of the Nightmare Moon.

"Rainbow...."

"Huh?" She asked as she looked around for the source. "Who's there?"

"Rainbow...." The voice called again.

"I ain’t scared of you!" Rainbow Dash said undeterred as she began to punch the air. "Show yourself!"

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The voice said as Rainbow was able to face the voice in its direction.

"Who?" Rainbow Dash asked in confusion.

"Why, you, of course."

"Really?" Rainbow Dash asked feeling pleased to hear that before changing to a tone of confidence. "Well, yeah that's me. Hey, you wouldn't mind telling the Wonderbolts that, would you? Cause I've been trying to get into that group for, like, ever!"

"No, Rainbow Dash." The voice further spoke. "We want you to join us the Shadowbolts."

At that moment three Pegasus ponies emerged from the mist in front of her. They all fly down over to her and then come to a stop to reveal themselves. Two gray-furred stallions with indigo manes with a light blue furred stallion with a medium-toned blue mane. They all had purple jumpsuits, yellow goggles and matching lightning stripes just above their hoofs, and black masks covering their heads and necks minus their faces. Each outfit had symbols of a winged pony skull on where the flank is which is definitely not what a Wonderbolt should look like.

"We are the greatest aerial team in the Everfree Forest, and soon, we'll be the greatest in all of Equestria." She then said as she leaned in close at Rainbow. "But first we need a captain." Rainbow's eyes went wide with excitement hearing this.

"Really?" Rainbow Dash asked.

"The most magnificent... swiftest... bravest flyer in all the land." The mare said as she flew around the rainbow maned Pegasus who is still smiling.

“Yep.” Rainbow said at every complimenting adjective given.

"Really?!" Rainbow Dash asked.

"We need you." The mare then said as the Rainbow maned Pegasus leaped up in joy hearing that the Shadowbolts want her to be their captain. Her dream of leading a team of the greatest flyers in the world is right in front of her.

"Sign me!” Rainbow immediately replied as she turned her attention back to the bridge she is just mending up. “Just let me tie this bridge up real quick, and we have a deal."

"NO!" The Shadowbolt mare immediately in an assertive and menacing tone said as she flew over and blocked the rainbow maned Pegasus from tying up the bridge. "It's us... or them!"

"Rainbow, what's taking so long!" Twilight called out to her.

“Ono?” Kion asked the egret to take a look of what’s going on as he tries to see beyond the light mist on the other side.

“Hmmm!” Ono said as she examined his keen sight on the Shadowbolts. “A trio of ponies are over there talking to Rainbow."

Twilight looked forward to where and what he was talking about and once she saw through what was really Nightmare Moon’s deception to trick Rainbow her eyes widened with horror.

"Rainbow!" Twilight called out as Nightmare immediately turned to her attention and immediately used her magic to strike the unicorn up into the air to stop her.

“AAAHH!!" Twilight shouted as she is flung through the air and is facing a high plummet into the abyss below her as the others have startled and horrified reactions as Fuli quickly backs up a good distance from the edge of the cliff to get a good running start to save the unicorn.

“Huwezi!” She shouted as she quickly ran over and across the ravine and caught Twilight on her back as they both made it across alive and in between Rainbow and the Shadowbolts.

Working together with an immediate burst of magic from Twilight one by one which took out two of the Shadowbolts with Fuli leaping and plowing right into the third one sending her tumbling back.

"Well?” The mare asked again as she and the others got up back on their hooves with Twilight and Fuli ready to fight should they make another move.

Rainbow Dash looked at the Shadowbolts and at her friends and ones ready to fight. After some thought, she spoke.

"You." Rainbow Dash answered as the Shadowbolt mare smiled with Twilight and Fuli registering surprised looks at her before she continued. “Thank you for the offer.”

Hearing that sparks shock from the Shadowbolts as Twilight and Fuli smiled seeing that their new friend is still loyal to them to the end.

"But I'm afraid I have to say no." Rainbow Dash said as she finished tying up the other end of the bridge.

Realizing that her plan failed, the Shadowbolts immediately turn into Nightmare’s mist as she disappears and makes her leave.

Once the bridge was completely fixed, Rainbow flew over with a triumphant poise as the others across cheer for her and Fuli for their combination of speed and loyalty before they all started to cross. From Fuli’s quick speed and Rainbow’s undying loyalty, Twilight emerged alive and they all are still friends.

As Fuli watches the others cross she finds herself hugged by the lavender mare herself.

“Thank you so much!” Twilight happily expressed her gratitude as she finds herself really enjoying her own hug as she finds the cheetah’s fur very soft. “You saved me!”

“Eh, what can I say? Just takes a little speed. That’s all.” Fuli proudly said while allowing the unicorn to hug her even though she isn’t a hugger. “Um Twilight, you can let go now.” She added after seeing that Twilight is still hugging her.

“Oh right.” Twilight then said when she immediately let go of the cheetah after seeing that she is still hugging her longer than she wanted to. “Sorry, I just couldn’t help but find your fur really soft.” She then grinned and blushed rather embarrassed upon realizing she actually just did that to someone she had just met.

“No worries.” Fuli didn’t make too big of a deal of it as they both shared a friendly smile together. “For a new friend, I can make an exception.”

“And good job Rainbow.” Twilight called out to the rainbow maned peagsus.

“See I never leave my friends hanging.” Rainbow assured her that they always got her back no matter what as the others made their way across the bridge.

Well, all expect one…

“Um guys.” Beshte called out still on the other side of the bridge. “A little help please? I’m afraid to say that this bridge doesn’t have the strength to hold up my weight.”

The nine companions turned to see that Beshte hasn’t crossed yet and saw that he is right, the bridge is too light to hold the hippo’s weight.

“Oh no worries.” Twilight called out to him as she worked her magic to teleport him across to the other side.

“Poa!” Beshte said impressed. “Thanks, Twilight!”

“Of course Beshte!” Twilight thought nothing of it. “Just takes a little magic, that’s all. And anything for a new friend.”

As soon as Twilight said that Kion turned to Fuli who had previously echoed those words to the unicorn as she simply shrugged it off with a smile while knowing that her big rescue really helped warmed Twilight’s heart a lot more to friendship before they all made their way forward.

Author's Note

In this part most of the Lion Guard and the Mane Six finally meet face to face with each other as they all face tests and challenges to determine if they all fit the bill to live up to their roles which sets forward special bonds for each of the team members.

Beshte and Applejack work well together as the strongest, Ono and Fluttershy combining Keen Sight and Kindness, Bunga and Pinkie combine for Bravery and Laughter, and Fuli and Rainbow work well with super speed and Loyalty together.

Along the way some more references to the original film with Applejack holding onto Twilight as the latter has been having trouble with cliffs during their trip.

As the journey goes on all that is left is for the two leaders to live up to the roles as they prepare to face off against Nightmare Moon which will be right after Simba and Nala's attempted search for their son taking them out of the Pride Lands.

Search and Detour

Back in the Pride Lands, Simba and Nala both are running as fast as their paws and legs could carry them as they make their way through the kingdom and towards the Backlands with Timon and Pumbaa following close behind them.

“Kion! Kion!” Simba called out as he looked around jumping onto high rocks.

“Kion! Where are you?!” Nala called out as she climbed up on one of the tree and leaped onto another tree as she looked up top to get a better view before returning to the ground in front of her husband.

“Bunga! Bunga! Where are you?!” Pumbaa called out as he poked his head through a few logs while Timon searched through the holes that only he can fit through before popping his head back out.

“Where’s our boy?!” Timon asked as he called out to the sky with his voice echoing. “BUNGA!”

“Any luck?” Simba asked looking a little frantic.

“No, I even looked around nearby atop the tallest trees.” Nala replied just as worried. “Our boy’s not in sight.”

“But this doesn’t make sense? It’s only been a few hours since I saw him. He couldn’t have gotten farther than here.” Simba wondered how this is possible thinking they would have caught up to him by now. “Unless…” He then thought.

“No!” Nala gasped in horror as she comes to the same conclusion.

“Well, well, well…” A voice called out from the shadows. “What have we here.”

The voice appearing from the shadows of the nearby bushes is a leopard with a stocky and muscular build, a lemon-colored fur coat, with brown spots and black lining surrounding them, a white and black stripped tail, and green eyes similar to Scar’s.

“If it isn’t the king and queen of the Pride Lands.” The leopard sinisterly greeted the four. “Along with a couple of snacks.” He added in the meerkat and warthog’s direction with a slasher grin.

“AAAHHH!” Timon and Pumbaa screamed as they cowered behind Simba and Nala as the former has an aggressive stance ready to pounce on the leopard should he try to attack.

“Who are you?” Simba coldly asked of the leopard. “And what have you done with our son?”

Simba bared his claws as he growled and gritted his teeth ready for a fight along with Nala although she looked a little concerned at Simba as he looked a little more aggressive as if he was just about to lose it.

“Name’s Makucha, lion.” The leopard returned as he looked confident about his chances. “And it’s time you two leave before I make an example out of you.”

“What did you do to our boy?!” Simba demanded with controlled fury.

“Your boy?” Makucha questioned looking a little confused by that question. “Don’t know what you’re talking about?”

“Sure you do!” Simba refused to listen to him. “Murderer!”

“Murderer me?” Makucha asked with faux innocence and mockery in his tone. “I did no such thing.”

Simba not having it roars loudly which causes the leopard to have widen-eyed surprise but still maintained his composure at the angered lion king.

“Don’t make this worse for yourself.” Simba again said in his icy cold tone as he slowly approaches him with a snarl. “What did you do to him?!”

“I already told you I didn’t come across your son!” The leopard then said defensively and more seriously. “I haven’t even seen him come by here?”

“What?” Nala asked in disbelief hearing this yet isn’t sure if he is telling the truth this time while Timon and Pumbaa are still cowering behind the two lions get a good look at the leopard’s face and see no trace of blood on him but couldn’t really speak up to Simba as he is too enraged to listen.

“Fine.” Simba accepted that he is not going to comply with his demands. “Then you leave me no choice.”

Simba then slowly approaches the leopard as he circles around him as the latter stands his ground in preparation as the former leaps up and attacks the leopard by pouncing on him before the two break apart after a few seconds of tumbling on the grass.

Simba then makes a move as he and Makucha trade slaps with their bared claws. Makucha growled as they continued to trade blows as Simba’s wife and friends look a little concerned for his well-being as the former gaining the upper hand in their fight is being a little more aggressive than usual.

Simba then finally takes down the leopard with a very hard swipe to face which knocks him down to the ground and taking him out of the fight. He then approaches the leopard who can only look up at him defiantly as he raises his claw one final time to finish him off. But before he could do so a bright flash of light appeared behind him which left Makucha looked up in shock and looking really dumbfounded by what he is seeing before wisely using this opportunity to make a run for it while he still can.

Confused of why he waited until now to run away, Simba then turned around wondering what the bright flash of light is and finds himself along with shielding his eyes along with Nala, Timon, and Pumbaa as said light shines through as a figure appears from the bright flashing portal created with magic. It was an female alicorn with a white fur coat, a very long horn and a sparkling flowing mane and tail consisting of three colors, green, blue, and pink that floats on it's own, a sun-shaped cutie mark on her flank, wearing a golden crown and necklace with purple jewels with matching slippers, and pink eyes. Her name was Princess Celestia, the majestic sun monarch herself.

As the alicorn flew down as the bright flash behind her diminished all four were left stunned and surprised by the appearance of this majestic pony who stands tall and just above the lion king’s eye level. She looked silently relieved that he appeared when she did. It was as almost as if she witnessed his fight with the leopard who had just fled.

“What?” Simba first asked her in astonishment.

“My apologies for the surprising welcome…” The alicorn started off. “…But I felt my intervention was necessary to keep you from making a decision you’ll regret.”

“You mean with Makucha?” Simba asked if that’s what she was referring to.

“Yes.” The alicorn princess replied with a nod as she works her magic to show him of his fight with the leopard just moments beforehand leaving the others amazed of her magical abilities. “Because even though he would have had it coming, it wouldn’t have done any good for your well-being and cause you to descend a path of darkness.”

“What do you mean?” Simba asked why it would while the others have a pretty good idea why.

“Because if you had killed that leopard you would become no better than him by doing so, especially since he did not take your son’s life.” The white alicorn further went on as she looks into the lion’s eyes as he looks surprised hearing that.

“But how would you know that?” Nala asked her while feeling relieved hearing that he is okay. “And are you also saying that our boy is still alive?”

“Yes.” Celestia answered. “For you see, I was the one who created the portal that teleported him away from here.”

“Really?” Simba asked while feeling somewhat relieved but not completely as the ultimate question on every worried parent’s mind is still buzzing inside. “Is he okay?”

“He’s fine.” Celestia assured them. “He’s actually helping a student of mine on an important mission?”

“What kind of mission?” Pumbaa asked before remembering to bow while clasping his hooves into Celestia’s left hoof while repeatedly kissing it. “Your majesty.”

“Pumbaa!” Simba somewhat grossly scolded him to stop to which he immediately backs off as Celestia with a somewhat forced smile politely pulls her hoof back while clearing her throat before continuing.

“Still gotta kiss up to royalty?” Timon asked his partner in annoyance as the latter simply gives an embarrassed shrug.

“As I was saying…” Celestia said as got back on track to what she was talking about. “Your son Kion is fine and currently helping my protégé and her new friends in dealing with an important mission that rests on the balance of the kingdom in Equestria and my beloved sister.”

“A mission that is putting lives on the line including our son when you have the power to be able to stop them?” Simba asked sounding concerned and confused of some of Celestia’s choices.

“Why?” Nala asked in disbelief as she agrees somewhat with Simba’s disbelief over sending their son on a life-threatening mission to save her kingdom.

“Don’t worry. I have no doubt that they will succeed in their task and if all goes according to plan then Equestria will be safe and I will finally be able to reunite with my sister.” Celestia placed her faith in both Kion and Twilight along with their friends.

“Save Equestria and your sister from what?” Timon asked in a deadpan tone. “An evil look-alike pony.”

“Perhaps it is best that we head on over to where they are so you all can get a better understanding of what I am talking about.” The white alicorn offered with a gesture as she uses her horn to create a portal for all five of them to walk through to which they all with some reluctance about what they are seeing but seeing that she is the only one who knows about Kion and Bunga’s well-being decide to follow her with no choice in the matter as the two lions, warthog, and meerkat all travel to Equestria in the speed of light.

“Huh?” Simba said out loud as he walks through before being sucked in.

“Whoa?” Nala said as she slips inside as she is sucked in another with her husband.

“Germano!” Pumbaa shouted as he dove into the portal.

“We’re coming Bunga!” Timon shouted as he clinged on for dear life onto his companion as Celestia follows after them with the portal closed up just seconds after they had all left the Pride Lands.

As soon as they all had left, a golden zebra with matching stripes and blue eyes came running by leading her herd of zebras as they looked around for the source of the bright flash of light they had just saw. This particular zebra was the only one that had golden stripes on her body unlike the rest of her herd who all had black and white stripes on their bodies.

“Where is it?” One of the female black and white stripped zebras asked their leader who looks just as confused.

“Could have sworn it came from over here.” Another lady zebra pondered the same thought as their leader looks around too. “Dhahabu, what do you think?”

“I don’t know…” She replied just as lost as everyone else. “But whatever it was it must have been some magical phenomenon that we had just missed.”

“Awww.” All of the other zebras said in disappointment as they all head on by to their grazing grounds unaware of the great sight to behold was just seconds out of their eyesight.

Author's Note

In this part, the search for both Kion and Bunga continues outside of the Pride Lands into the Back Lands as they meet with a familar face that the Lion Guard later on meets in the series along with a cameo of some familar zebras everyone would meet later on.

As you can tell Simba's guilt and anger is really driving him insane during his confrontation of the leopard until Princess Celestia herself intervenes and reveals where they are does the lion king snap out of it.

Next up is the showdown between the Element bearers and the Lion Guard facing off against Nightmare Moon to determine the fate of Equestria and the start of their newborn roles.

Facing Off Against Nightmare Moon

Facing off against Nightmare Moon

Back in Equestria, all ten friends all finally make their way to the Castle of the Two Sisters where the elements are said to be held inside. The castle itself due to being abandoned as very well maintained since it has been years since anyone has ever visited the place but was still sturdy to still remaining standing. With all things considered it was pretty good considering the poor architecture.

They all made their way to the room just as soon as they all walk in where said elements are said to be held and in front of them was a statue with five stone circular cases with various shape images carved into them with a sixth stone in the center bigger than the other five while covered with overgrowing weeds and moss on the top.

For Twilight, it was something she has waited for quite a while, and is pleased to finally be able to get them. She couldn’t have done it without all of her new friends both the five ponies and the majority of the Lion Guard to which she for the first time in her life is pleased to see how far their newfound teamwork has gotten them.

“Finally! We made it!” Pinkie happily expressed her joy that they have arrived at their destination.

“Great! Now to get the elements, find and stop Nightmare Moon, and save Bunga.” Kion also said very pleased that they have all made it here at last.

“Come on Twilight!” Applejack called out to her as she is the last to come inside. “Isn’t this what you have been waiting for?”

Twilight approaches the statue as she silently answers yes to the farm pony’s question in her mind as she looked onto the statue in question.

“The elements! We found them!” Twilight happily expressed as Rainbow and Fluttershy fly over to two of the stones and pull them over from the places and down onto the ground.

“Um, those are all just stone pieces of a statue in an old dusty building.” Fuli brought up with a questionable expression at the statue as Ono can’t help but wonder exactly how these circular stones are supposed to help them save Equestria

“They are where the elements are and as exactly in the book.” Twilight briefly turned her attention to the cheetah and egret to clarify. “They need something to get the magic working on them to be able to use them.”

“Careful. Careful.” She instructed the two Pegasus ponies to handle all five stones with delicate care.

“One, two, three, four um…there’s only five?” Pinkie counted each one with a pointing hoof at each one while her count turns to confusion as there is supposed to six accounted for as the lavender mare examines the stones.

“Where’s the sixth?” Rainbow asked.

"The book said when the five are present, a spark will cause the sixth Element to be revealed."

“What could that mean?” Beshte curiously wondered.

"Exactly! What in the hay is that suppose to mean?" Applejack asked looking very confused and somewhat agitated that the answer isn’t very specific from what Twilight tried to describe what she read to the best of her knowledge.

"I'm not sure. But I do have an idea.” Twilight could only answer as she thinks. “Stand back." She instructed the others to do so as the girls and the Lion Guard stepped back. Twilight then closes her eyes and focuses her magic on the stones. Applejack and Ono then see that she's trying to perform a spell.

“I get it!” Ono got the idea of what she is doing. “A magical spark. Of course.”

"Come on now, y'all." Applejack said as she urged the others to leave the room. "She needs to concentrate." The girls nodded and took a couple of steps backwards while the guard watches from the doorway while Kion watched from a fair distance from Twilight as she tried to work her magic on them.

Kion tried to figure if there is something else that needs to work other than just a magical spark but can’t put a claw on it as he looked back and then widen his eyes at a sight approaching them. The mist from earlier slips inside and appears in front of them, encircling the five artifacts with her magic.

“Twilight, Watch Out!” Kion tried to warn the unicorn a little too late as she finds herself along with the elements sucked inside.

“Twilight?” The girls who were all waiting outside said out loud upon hearing the strange sounds from inside while Beshte immediately stands his ground and blocks Fuli and Ono from getting sucked into the tornado too.

“Hang on Twilight!” Kion said as he tried to stop Twilight by grabbing onto her tail with his teeth while trying to plant his claws into the ceiling tile floors. He struggled as his grip slipped from the tornado’s strength until he couldn’t hold on anymore and found himself sucked into the tornado too as it then dissipates and vanishes.

“KION!” Fuli, Beshte, and Ono cried out in horror as the Mane Five all arrived on the scene.

"TWILIGHT!" They also cried in the same tone as they voice out loud wondering where they could have gone as they all frantically looked around until Rarity spotted something from across the room.

"Look!" Rarity called out, pointing at another building of the castle which had bright blue light shining in the room with a stairway leading up to the place.

"Ono can you get a look?” Fuli asked of him who immediately flies and uses his keen sight to examine the commotion in said tower.

He looks on and sees blue smoke clearing up to reveal Twilight and Kion are there but so is Nightmare Moon as she is the one who was behind their teleportation to the other place.

“I see them!” Ono said as he found their friends. “But…Hapana…and so is Nightmare Moon!”

"Then we better get on over there!" Fuli said with determination as she leads the way towards where their friends are. “Come on!”

In said part of the castle, the ball of light reappears there and releases smoke as both Twilight and Kion appear unharmed while coughing due to being surrounded by it until it cleared up. Looking up, the two saw as they gasped of what was before them. Nightmare Moon, standing on a pedestal, evilly laughing as she holds the five Element stones in her magical grasp.

“Nightmare Moon!” Kion said in the mare’s direction with fierce anger.

"Well, well, well. If it isn’t the young lion with his little powerful roar?" She said in a mocking tone. “I see you have managed to make it all the way here along with your new friend.”

“Where’s Bunga?!” Kion angrily demanded.

“Bunga?” Nightmare pretended for a moment she didn’t know who he is. “Oh wait, you mean my hostage.” She then said as she presented said honey badger in her magical grasp.

“Bunga?!” Kion said in distress as his friend is unable to break from his restraints.

“Kion! Kion!” Bunga tried to call out but was unable to get his friends to hear him due to a sound canceling spell Nightmare cast on him.

“Bunga! What’s going on?” Kion tried to call out to him. “I can’t make sense of what you are saying.”

“Kion! She’s going to try to take over Equestria and send it in a reign of eternal night!” Bunga tried to speak but couldn’t get a word out to Kion due to the spell muting him.

“Bunga she’s using you as a hostage!” Kion called back. “She trying to bring on eternal night!”

“That’s what I’m trying to say!” Bunga called sounding annoyed that he can’t get a word out to him.

“Oh my apologies. But your friend was so annoying I had to cast a spell to get him to shut up.” Nightmare said with the last-part with eye-rolling and gritted teeth annoyance. “Honestly, how are you still friends with him?”

"Let him go!” Kion again demanded of the alicorn.

“And what? You’ll roar at me?” Nightmare scoffed it off with an amused expression and an raised eyebrow. “Maybe you haven’t realized what the massive power of your roar can do if you’re not careful.”

With an aura of magic she replayed the moment Kion used his Roar against her which did little to force her back while scattering many ponies around her who happened to be caught within the Roar’s range.

As Twilight shakes it off as an accident along with not letting her taunts get to her, Kion can’t help but feel devastated and mortified by what he did with the power of the Roar while Nightmare smirks seeing she’s got the lion right where she wants him.

“Hevi Kabisa.” Kion sadly remarked in shame as he looked down.

“Must be a real shame to hurt those you care about. Sure make’s you wondering if you are truly a worthy leader of your precious Lion Guard when you really are as worthless and pathetic just like your father said.” Nightmare further remarked to put down as Kion is left speechless as he recalls the last time he saw his father without a comeback as she turns to the unicorn with him. “At least you got spunk young one being able to get through all of my attempts to try to get you all away from this here castle yet you all managed to survive very well I might add.”

“Enough talk!” Twilight spoke in defiance to her attempts to manipulate her as she draws back a hoof ready to charge at her.

“You’re kidding? You’re kidding right?” Nightmare asked the unicorn in disbelief that she is serious about challenging her.

Twilight doesn’t reply but makes it perfectly clear as she charges her horn with determination not to give in to her with magic and charges right at her.

Seeing that this mare is not backing off, she also charges right at the unicorn too.

But before their horns collided, Twilight disappeared in a flash. The alicorn skids to a stop, confused by the unicorn's disappearance wondering where she went until she saw her reappearing right where the Elements are.

Nightmare Moon gritted her teeth upon seeing what her true aim was as she tried to work her magic on the Elements.

She works to try to find the spark as Nightmare reappears in front of her and forces her away with a blast of magic of her own back to the center of the room as Kion still is feeling downcast unable to gain the courage to fight. But she still managed to work enough magic to get to start taking effect.

"No! No!" She shouted as Twilight smirked seeing that her plan is starting to work as the five Elements began to glow until they immediately stopped working.

"What?” Twilight expressed shock that nothing happened. "Where's the sixth element?"

Nightmare Moon laughed seeing this attempt fall flat as she then with one stomp on the ground creates a small shockwave that shatters the stones as Twilight gasped and can only watch helplessly seeing her plan failed.

"You little foal and cub. Thinking you two can defeat me. Now you will never see your Princess, or your sun, or your king and queen, along with your home again!" Nightmare Moon then triumphantly said. "The night will last forever!!!" She then gives off a laugh while her horn begins to light up with powerful magic as Twilight had nothing up her hooves to counter whatever she is going to do next as much as her new lion companion while Bunga futilely tries to scream to Kion not to give in to her.

“Don’t listen to her! Use the Roar!” He tried to speak out to him with zero result.

It was now hopeless as it seems Nightmare Moon has left Princess Celestia no choice but to comply with her demands as secretly watches the scene with her travelers watching on from her back.

“We got to do something?" Simba voiced seeing his son and friend are facing a losing battle right now.

“Fly us down there!” Timon also voiced agreeing with the lion king as he and Pumbaa prepared to dive down to try to do something only to be caught and stopped by the alicorn princess’s magic.

“Just watch.” She calmly told everyone as Nala is also looking visibly worried of how this is going to turn out while she calmly watches the scene unfold.

At that moment a newfound spark shined in Twilight’s eyes when she heard both her pony friends and the Lion Guard friends calling out for her and Kion’s names.

Fuli was the first to run in at her super speed as she charges ahead and tackles Nightmare Moon by surprise as she finds herself tackled by the cheetah before forcing her off with a kick to force her back to where the others are.

Seeing their arrival gave Twilight a warm smile on her face and with new means of how they can defeat Nightmare Moon and save all of Equestria along with Bunga.

“You think you can destroy The Elements of Harmony just like that? Well, you're wrong, because the spirits of The Elements of Harmony are right here.” Twilight then confidently said in the villainous mare’s face as she continues with the shards of shattered stone rise from the ground.

“What?!” Nightmare said in surprise seeing them rise.

“Applejack, who reassured me when I was in doubt, represents the spirit of Honesty!” She said as she recalled the memory of nearly falling over the cliff. “Fluttershy, who tamed the manticore with her compassion, represents the spirit of Kindness!” She said as she recalls that particular moment. “Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of Laughter!” She said as she recalls the memory of scary faced trees. “Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of Generosity!” She said as she recalled Rarity’s generous gesture. “And Rainbow Dash, who gave up her heart's desire to help her friends, represents the spirit of Loyalty!” She said as she recalled Rainbow’s important decision. “The spirits of these five ponies got us through every challenge you threw at us. Nightmare Moon!"

As Twilight speaks the shards all encircle all of the mares who represent their elements.

“You still don’t have the sixth element the spark didn’t work!” Nightmare protested to assert that she has still won. “None of these creatures from wherever they are from represent it!”

"But it did. A different kind of spark." Twilight said as she turned to her friends. "I felt it the very moment I realized how happy I was to hear you, to see you, and how much I cared about you, just as you cared about me. The spark ignited inside me, when I realized that you all, are my friends!"

At that moment above the group, a bright powerful light shined through the room, the sixth stone that floated over them. The stone had an engraving of a six pointed star which is the same as Twilight's cutie mark. Nightmare Moon could only shield her eyes as it descended above Twilight's head.

"You see, Nightmare Moon." Twilight further went on. "When those Elements are ignited by the spark, the spark that resides in all of our hearts. It creates the sixth element. The Element of Magic!" The light from above then shines a bright light over all six of them, while the Lion Guard and Nightmare Moon watches, the former party watching on in amazed awe.

Nightmare in an effort to stop them tries to fly over to the six ponies to stop them.

Ono’s keen sight managed to catch it just as she was thinking it.

“Hapana! Fuli! Beshte! Quick!” Ono alerted the two as they quickly see what she is going to do as they quickly take action as Fuli tackles the mare to force her back again while Beshte follows it up with a quick straight plow to knock her silly to stun her momentarily and briefly buried in a pile of rubble that had formed from the impact of being forced back into the weaken castle walls.

“Huwezi!” Fuli shouted as she knocked aside Nightmare.

“Twende kiboko!” Beshte shouted as he plowed right into her causing the latter to lose her grip on Bunga as he falls right on Beshte’s back before leaping back over in front of the villainous alicorn.

"Zuka Zama!" He shouted as he unleashed a very gassy fart against her.

"Oooh." Nightmare said as she passed out from the gas while Rarity resisted the urge to throw up enough as she loses her load out of a nearby broken window.

"That oughta teach against messing with the Lion Guard's Bravest." Bunga boldly declared as he reunited with Beshte.

“Beshte!” Bunga happily said as he reunites with him.

“Little B.” Beshte said just as happily as he returns the favor as Twilight turns to still see Kion looking down in despair.

“Come on Kion! Get ready!” Twilight called out to the lion cub. “As soon as the magic charges up we need you to use that Roar of yours. With it by our side we can really get force out all of darkness in her heart.”

“Twilight I can’t…” Kion still refused to step up. “I don’t have what it takes to be a lead. Or use the Roar.”

“Yes you do!” Twilight asserted otherwise. “You have what it takes to be the fiercest since you persisted throughout this journey and past all of these obstacles and did whatever you could to get out all the way here just to save your friend. Even if he is annoying at times.”

“Hey!” Bunga tried to protest in offense to that comment. “Since when am I super annoying?”

“Like all the time.” Fuli stoically commented as everyone shows the same deadpan reactions minus Beshte and Fluttershy who aren’t as blunt as the other’s.

“Okay point taken.” Bunga accepted that while still annoyed with crossed arms.

“Any point being…” Twilight then said to quickly move things along with time at the essence while looking at the other group of companions one by one. “…You have what it takes to step up to lead your Lion Guard and so do your friends. Back when the cliff fell apart, along with Applejack, Beshte was there with the strength to stop us falling over. Fluttershy was also able to show kindness to the manticore thanks to Ono’s keen sight catching the thorn in his paw. Like Pinkie, Bunga even while captured was brave in the face of danger standing up to Nightmare. And Fuli like Rainbow had the speed to save me from falling over the cliff while Rainbow was dealing with the Shadowbolts which means she is also the fastest.”

All four Lion Guard members smile proudly seeing that Twilight has faith in them to step up to the challenge.

“They have what it takes to step up to the challenge and so do you!” Twilight further encouraged the young lion. “Just trust your instincts!”

Kion turned to his friends who give silent encouragement and smiles that agree with Twilight’s assessment as the Mark of the Guard, an image of a roaring lion appears on his left shoulder.

“All right.” Kion said feeling confident. “Let’s do this! That is if you all are in.” She said the last part in the Guard’s direction.

“I'm in.” Fuli voiced her support.

“Ditto.” Ono agreed on board with this.

“Let’s do this!” Bunga also said in agreement.

“Lay it on us, Kion.” Beshte said in agreement with his friends too as a mark featuring a roaring lion appearing on Kion’s left shoulder to cement that Kion is ready to lead the Lion Guard with the very mark to show for it.

Kion then walks over to his friends one by one starting with Bunga.

“Bunga…” Kion started as he tapped his shoulder making the same mark appear on his shoulder leaving the honey badger excited seeing this. “You are the bravest.”

“Fuli…” Kion then said in her direction as he approaches her and does the same to her to give her the Mark of the Guard with the cheetah looking very pleased to see her new mark. “You are the fastest.”

“Ono…” Kion turned to the egret as he repeated the process as he admires his wings as Kion turns to Beshte. “You are the keenest of sight.”

“Beshte...You are the strongest.” Kion said as he finished the process with giving Beshte’s mark as the hippo flapped his ears in delight. “And we are the Lion Guard.”

As soon as the Lion Guard was officially assembled the crystal shards around the five mares transformed into five golden necklaces, each with a special jewel in the shape of the wearer's cutie mark all appearing around their necks. The orange apple represents Honesty, the red lightning bolt represents Loyalty, the purple lozenge represents Generosity, the pink butterfly represents Kindness, and the blue balloon represents Laughter, and the unbroken stone transforms into a gold tiara with a magenta colored six-pointed star, which appears on Twilight's head. Her eyes glowed bright white as Nightmare Moon began to regain consciousness and emerge from the rubble.

“Ready?” Twilight called out as she pointed a hoof in Nightmare’s direction with Kion getting in position right besides the floating group of ponies. “Now!"

Kion then focuses his concentration as the clouds began to form with thunder rumbling leaving the stunned mare wondering what’s happening next and when Kion was ready…

He unleashed the power of the Roar on her just as the girls joined hooves together to create a rainbow colored wave of magic to appear up and right toward Nightmare Moon, trapping her into a rainbow colored twister.

"NOOOO!!!!!" She shouted as the power of the Element’s and the Roar’s magic overwhelmed her, with a bright hot white flashing light shining the entire room, flashing all over through the castle windows.

Author's Note

In this part we have the anticipated fight against Nightmare Moon which of course is like how it plays in canon for the most part with each member of the Lion Guard playing a role in defeating Nightmare Moon as Kion's Roar comes into play to enhance the power of the Elements.

For those wondering, it's just with the Guard and the Mane Six because since Celestia had a hoof in this she wanted just them to face off against her but I am putting effort into ensuring everyone gets their moments to shine here.

Now comes the heartwarming reunion of the two sisters and the unification of the Lion Guard and the Mane Six as this pilot premiere comes to a close.

The Pony Guard and Friendship is Magic

Friendship is Magic and the Pony Guard

As soon as the Roar and the Elements worked their magic the bright flash of light went away. As Kion opens his eyes after using the Roar he sees his Lion Guard companions and new pony friends all getting up from the powerful surge of magic used on Nightmare Moon.

“Everyone okay?” Kion asked his companions as they all answer “Uh-huh.” to confirm it as they all get up from the ground.

"Uh... my head." Rainbow Dash said as she came to.

"Oh, Thank goodness!" Rarity's voice called out as everyone turned their attention to the unicorn, she was looking at her tail which had grown back to its original form thanks to the Elements magic.

"Why, Rarity, it’s so lovely." Fluttershy said as she got a good look at her necklace.

“I know.” Rarity replied thinking it’s about her tail while waggling it around. “I’ll never part with it again.”

"No.” Fluttershy corrected her while pointing to her necklace to which she briefly looked at her flank to see it. “Your necklace. It looks just like your cutie mark."

"So does yours, dear!" Rarity returned taking notice of Fluttershy's.

"Look at Mine, Look At Mine!" Pinkie Pie said while hopping over to Applejack as Bunga joined her.

“I know it look’s great!” Bunga complimented while looking at his marked left shoulder. “Just about as great as my new mark.”

“Oooh!” Pinkie admired said roaring lion mark. “It’s look amazing!”

"Aww, yeah!" Rainbow Dash said as she got a good look at her’s. "Mine looks awesome!"

"Who would have thought of it.” Fuli commented sounding just as amazed as everyone else while turning to Kion. “Looks like Twilight was right. We really do have what it takes to represent the new Lion Guard.”

“How about that indeed.” Kion said in agreement. “Just as much as you girls represent the Elements of Harmony.”

"Indeed they do." Celestia’s voice spoke through the room, surprising everyone inside. As everyone turn their attention to the nearby window the dark sky turned into daytime as the sun rose over the hills, shining a bright white-yellow light through the window. When the light dissipated as it appeared inside Princess Celestia appeared.

Everyone all bowed before the alicorn princess seeing that she is the royal ruler of Equestria.

“Princess Celestia.” Twilight happily approached her mentor.

"Twilight Sparkle, my faithful student." Celestia said as she hugged her student affectionately. "I knew that you could do it."

"But... you told me that it was all an old pony's tale." Twilight said feeling confused of why she went through all of what she just went through.

"I told you that you needed to make some friends, nothing more." Celestia returned. "Yes, I saw the signs of Nightmare Moon's return, and I knew that you could defeat her with the magic inside you. But the only way to release it was for you to let true friendship into your heart. Which by the way you had some help to encourage you to do so.” She also said in Kion’s direction as he opened his eyes.

"Wait... so you knew?" Kion asked as he approached the two after emerging from his bow. "About the legend and everything?"

"Yes, I did." Celestia confirmed with a nod. “And I have also been watching you too, Prince Kion.”

“You know me too?” Kion asked sounding surprised to hear that.

"Of course." Celestia answered as the others stood up from their bows. "You along with the rest of your team. By defeating Nightmare Moon along with Twilight and her friends you have proven that you are ready to step up to your destiny.”

Kion felt pleased to see that the princess believes in him as he and Twilight share a look that thanks each other for helping each other.

“Along with your family.” Celestia added as she moved aside and presented a wing where Simba, Nala, Timon, and Pumbaa where standing sharing proud looks at both Kion, Bunga, along with all of their teammates.

“Mom! Dad!” Kion said very happy to see his parents as he runs over and embraces them.

“Uncle Timon! Uncle Pumbaa!” Bunga said happy to see his adoptive family.

“Bunga!” Both Timon and Pumbaa greeted the honey badger as they held up him with high praise.

“Kion!” Simba greeted his and Nala’s son in a warm embrace.

“We’re so glad your safe!” Nala said in relief.

“How did you both find me?” Kion asked his parents.

“Princess Celestia managed to help us out there.” His father answered. “She appeared to lead us in the right path just when we were out looking for you. Turns out she knew that you and your friends have what it takes to be the new Lion Guard when she sent out those magical portal for all of you to be teleported here.”

“We thought you had run away and fled the Pride Lands.” Nala added feeling sad at the thought. “We almost thought you were gone.”

“Really?” Kion said in surprise of the pain his parents went through. “I’m so sorry I didn’t.”

“No Kion.” Simba immediately and gently interrupted. “I’m the one who should be apologizing. For not trusting your judgement with your choice for your team. It wasn’t until Princess Celestia took control of the situation and showed me with how you and your friends defeated Nightmare Moon did I finally see that you were right all along. We are very proud of you Kion. You are ready.”

“Thanks Dad.” Kion thankfully returned another hug to his father.

“And from what I saw you also managed to make a new friend who also had the same faith in you too.” Simba also added as they turned to Twilight who humbly smiled to the lion king with a bow.

“It was nothing, your majesty.” Twilight thought nothing of it. “After all he did help me allow friendship into my heart.”

“I can tell you and Kion have a great connection together.” Simba commended the unicorn. “A connection that makes both of you great leaders too. You are a very smart young unicorn, Twilight Sparkle.”

“Indeed she is.” Celestia immediately supported the assessment with an approving nod as she then turned her attention to where Nightmare Moon used to be.

She approached where the broken remains of Nightmare Moon's armor with a pony knocked unconscious from the blast. It was another alicorn who was starting to come too. She was taller than Twilight, she was smaller than Celestia. She had a dark blue fur coat with matching eyes and a matching mane and tail flowing just like Celestia’s, a cutie mark that was the same as Nightmare Moon's, but the crescent moon was white instead of black along with a matching crescent moon collar, and light blue slippers.

"Princess Luna." Celestia said as she approached her, getting her attention as she looked up in fear.

"It has been a thousand years since I have seen you like this." Celestia began with her wings spread out. "And I have something to say." She then leaned down towards the kneeling alicorn as she looked away in shame from the other alicorn, who then knelt down as the others watched wondering where this is going.

"I’m sorry, my little sister." Celestia said as everyone else registered shocked expressions at this revelation. Well expect for Simba and Nala who have been told about this during their trip together.

"Sister?!" The mares asked.

"Whaaaaat?" Timon, Pumbaa, and Bunga asked speaking in unison together. “A thousand years?!”

As Bunga dropped his jaw, both Timon and Pumbaa fainted briefly before getting back up after a second or two.

"What?" Luna asked surprised to hear that.

"I’m sorry because it was also my fault that this had all happened." Celestia replied. "For letting you walk in my shadow and not taking action nor talking to you when I should have to prevent this all from happening. We were meant to rule together, sister." The sun princess then stands up. “Will you accept my friendship?” She offered while everyone watched as Pinkie, Bunga, and Pumbaa all fall over after losing their balance with Timon falling over as well.

“Pumbaa?!” Timon irritably berated the warthog.

“Sorry?” He apologized.

Luna then makes her move after looking aside as she wraps her hooves around her sister and nuzzles her with tears in her eyes.

"I am so sorry for everything I did!" Luna spoke in tears. "I missed you so much!”

"It is alright Luna." Celestia said. "And since I wasn't able to help you and endured your absence for so long, I'm sorry too." The two sisters hugged each other, nuzzling against one another, tears down their faces, but both of them smiling, crying with tears of joy.

"I've missed you too." Celestia said as a tear dropped from her eyes.

The Mane Six and the Lion Guard all have smiles seeing this heartwarming reunion while Twilight looks very touched to the core as if the sibling reunion really got into her on a personal level while no one noticed. Timon, Pumbaa, and Pinkie all very touched all bawled their eyes non-stop.

“Isn’t that just sweet.” Nala commented feeling very pleased at the sight of the reunion.

“It sure is.” Simba said in agreement before thinking of something that causes him to slightly frown with a despondent tone. “If only the same could been said to my father Mufusa and Scar. Then maybe none of this would have happened either.”

“If only.” Nala could only say with sympathy as they still feel sad that the two brother’s relationship is beyond destroyed even though Scar had it coming in the end. “If only any of us knew what happened back then that led to Scar turning on your father in the first place.”

“No one knows.” Simba replied without an answer to the source of his uncle’s treachery. “He never said anything about not even to my father why he felt unappreciated and under his shadow.”

"So, wait." Rarity spoke up as she turned to Kion. "So you’re a prince?"

“Yeah.” Kion calmly answered.

“That would mean…” Rarity then said with a wide-eyed realization.

“Yes Rarity.” Kion unenthusiastically answered. “My father and mother are King and Queen of the Pride Lands.”

“So I’m also friends with royalty too!” Rarity further said just completely amazed out of her mind seeing that only Twilight is the Princess’s protégé but Kion is also a prince. “Oh my gosh….Your majesty.” Rarity then said as she approached the lion king while grabbing his right paw so she can repeatably kiss it.

"Okay, that's enough. No need to get over-dramatic just because I am a king." Simba politely said with a smile as he pulled his paw away as the unicorn grinned in embarrassment while the others just look on with dull reactions to the fashionista’s over-the top dramatic reaction to her meeting with royalty.

“Um does she do that every time she meets with royalty?” Kion asked the Mane Six with a questionable look.

“Uh-huh.” The Mane Six minus Twilight answered together.

“Figures.” Twilight and Fuli both answered together in a deadpan tone as they glanced an eye towards each other at the same time.

“Common knowledge, really.” Ono came to the same conclusion in the same tone too.

“I can only imagine how she’ll react if I end up becoming a princess someday.” Twilight also said sarcastically as she addressed Kion. “Wouldn’t that be something.”

Kion chuckled at the thought as Celestia secretly seems to think otherwise with a knowing smile.

“I don’t know about that, Twilight.” Kion voiced his thoughts. “If that were to happen I’d say you make a great princess someday.”

“Eh, maybe.” Twilight thought little of it while slightly agreeing as Kion pops another question on his mind.

“So forgive me for asking this but…” Kion began getting the reunited sisters attention. “You two are actually over a thousand years old?” He asked in surprise.

“Of course, Kion.” Celestia nonchalantly replied.

“Poa!” Beshte commented in amazement.

“But how?” Ono wondered finding it hard to believe. “They’d have to be immortal.”

"We are." Celestia nonchalantly replied.

“Seriously?” Bunga asked in bugged eye disbelief as he looks at the two of them. “But you both look so young. How can you both be so old?”

"BUNGA!" Everyone minus the two sisters shouted for his choice of words.

"What?" Bunga asked what the big deal is.

“Immortality is why, little one.” Luna answered to the honey badger's comment in stride while a little annoyed at him invading her personal space as he got a good close look at her cutie mark on her flank…

BUCK…

…From Luna’s back hooves that sent Bunga back into one of the castle wall’s which broke off a chunk and sent it flying backwards.

“Bunga!” Kion called out as he immediately ran off to him. “Are you okay?”

“Oh look floating stars…” Bunga said feeling completely dazed before falling back on the ground after losing consciousness.

“My apologies.” Luna said to the honey badger’s lion friend with a stoic expression. “But I felt the honey badger’s eyeballing my flank was too close and personal to tolerate.”

“Told ya.” Twilight whispered to the knocked out Bunga who barely heard the comment as he groaned in a groggily manner.

“So now that the day has been saved…” Rainbow began as he turned to the cheetah. “…There is one more thing that needs to be taken care of.”

Fuli smiled with a confident smirk as she gets what Rainbow is thinking of…

“Not only that…” Pinkie added as she spoke up too…

“A PARTY!”

Not only that both Simba and Celestia were both internally thinking since both Kion and Twilight had proven that they are capable of stepping up to the task, they have earned their roles in protecting both the Pride Lands and Equestria.

"You thinking what I'm thinking..." Simba asked the white alicorn standing beside her as they watch both Kion and Twilight lead the way back to Ponyville.

"Yes, Simba." Celestia nodded as they both shared what they are both thinking.

"Kion is ready. It's time... the time of the Lion Guard"

"Twilight Sparkle is ready. It's time... the time of the Pony Guard."

Later that day after word got out to Ponyville of the Mane Six and the Lion Guard’s accomplishment of defeating Nightmare Moon a party sprang forward thanks to the party pony herself as a royal chariot with two guard Pegasus ponies flying the royal sisters in just in time for the celebration of the Summer Sunset Celebration to resume.

Spike who had just woken up from the sunrise gladly ran through the crowd to reunite with Twilight as the latter jumps up on her neck as they nuzzled each other cheek to cheek as the unicorn held him up with her right hoof.

As Celestia and Luna all got off of their chariot and approached everyone including the visitors of the Pride Lands they all bowed respectfully to them as a pair of pegasi fillies both place a wreath of red and white rose around Princess Luna’s neck as she was still feeling downcast and guilty for all she has done as Nightmare Moon. The younger alicorn smiled feeling much better by their gift to her.

The Mane Six and the Lion Guard with the two sisters following after them as several ponies all cheered and praised them near and far for their heroic accomplishment together with everyone smiling and waving to the cheering crowd as Simba and Nala both give their son a quiet look of pride at them while Timon, and Pumbaa both tear up slightly while looking proudly at their adopted relative.

“That’s our boy.” Timon said as he resisted crying again.

“You said it.” Pumbaa said just as teary eyed as his friend.

Shortly after the parade, the crowd all remained gathered as Fuli and Rainbow Dash both get together at the beginning of the main road for their long anticipated first race together to determine who’s the fastest.

“On your marks...” Spike announced with a raised hand ready to wave the green flag. “Get set…” Fuli took a starting position as Rainbow got ready to fly fast. “GO!” Spike shouted as he waved the green flag.

The two racers took off running and flying at top speed as they run on the race course which consists of going from one side of town to the other side while running through straights and twister turns through town. Rainbow took the early lead heading into the first main straightway as he makes his way into the first turns into town covering Sugarcube Corner and the town market. Rainbow Dash manages to cruise through the curves and zig-zag turns fairly easily while Fuli struggles to keep pace as she can’t turn as well as her opponent.

But regardless, Fuli was still determined not to give up as she narrows her eyes at the cocky grinning Pegasus out in front as she picks up the pace while panting hard to stay on his tail. Heading into the next straightway covering City Hall and the school until Rainbow struggled a little on the chicane-like turns as unlike Fuli doesn’t have very good brakes while Fuli managed to go faster in and out them.

Rainbow started feeling under pressure as she briefly looks back and sees the cheetah closing the gap as she tries harder the best her wings can fly her as they power down the third straightaway as they head on towards the Town Circle where they both have to choose which way they are turning around before running down the main road all the way back to where they started to finish.

When the two racers got there they both made their race-deciding moves…

…Rainbow turned left to go clockwise around the circle while Fuli turned right to go counter clockwise.

The two ran the turns equally as they are both neck and neck as they charge from the circle and straight towards the finish line.

When the two crossed the line they both did so as Pinkie took pictures of the two to cross the line under their spectacular photo-finish.

“Rainbow Dash wins by a nose!” Pinkie announced as Rainbow pumped his arms up victoriously while a heavily panting Fuli gives him a look of respect as she sees she has meet a worthy opponent to challenge each other with friendly competition.

“Well played.” Fuli gracefully complimented.

“Thanks, although you really did give me a run for my bits there.” Rainbow kindly returned as she acted just as humble for the sake of their first time friendship.

Sometime after that, many ponies were talking and having fun as the rest of the day went on. Kion watched as all the ponies got along with his friends as they played together and socialized as the hippo and farmpony really got along best with each other due to being the strongest. Pinkie and Bunga got along due to being similar in personality. Ono and Fluttershy got along with the egret’s intellect along with Fluttershy’s compassionate nature to animals. And Fuli and Rainbow bonded over their super speed skills. It was a rough start as leader of the Lion Guard, but the world has been saved, and he had proved that he was ready embarks on his new journey.

But then he turned his attention to Twilight, alone as she looked out and down to the ground while feeling a little down.

"Everything okay, Twilight?" Kion asked as he approached her.

"Yeah... expect..." Twilight began honestly. "…I’m really going to miss everyone here including you and your friends." She said as she turned her direction in Applejack, Fuli, Rainbow Dash, Beshte, Rarity, Ono, Fluttershy, Bunga, and Pinkie Pie’s direction as they all approached her.

“What’s the matter, Twi?” Applejack asked.

“Because you’re not looking too happy?” Beshte added.

"Yeah we all saved the day together and became friends together. Shouldn’t that be making you all happy?” Bunga asked.

“Come on.” Pinkie encouraged as she turned her head upside down. “Turn that frown upside down.”

“I really want to but…” Twilight further explained herself. “…after today the five of you have to go back to the Pride Lands now that they need their Lion Guard and I have go to back to Canterlot.”

The others then understood what she was saying. They all had to go their separate ways and while the Lion Guard will be able to see each other every day, Twilight will be going back to her hometown alone completely deprived of that.

"I see." Ono first spoke with an understanding tone.

"Aww..." Fluttershy said in sympathy for the unicorn.

"Don’t worry." Fuli took a turn of assuring her. “It’ll be okay. I’m sure we’ll be able to see each other again sometime soon.”

"I just hope so." Twilight said as she felt like she was going to cry as she turned away while placing a hoof on her face just as Princess Celestia and King Simba when they both approached the group taking note of Twilight’s sad expression.

"Why so glum, my faithful student?" The Sun Monarch asked. "Are you not happy that your quest is complete and you can return to your studies in Canterlot?"

"That's just it, Princess." Twilight replied as she kept her composure while turning around to face her mentor. "Just when I learn how wonderful it is to have friends, I have to leave them. I just wish we could spend more time together." All ten of her friends all had sad expression along with Spike as they see their brief bond has come to an end.

The princess and the king both formed a smile as they turned to each other as they both thought of a solution to resolve this.

"Spike, take a note, please?" She asked of the young dragon as he immediately did so as he pulled out a quill and scroll and began writing as Princess Celestia speaks.

"I, Princess Celestia..." The princess began. "...hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria and the Pride Lands. She must continue to study the magic of friendship and report her findings to me from her new home in Ponyville."

“Along with that…” Simba also spoke up of his decree which Spike also continued to write down. “The Lion Guard and the bearers of the Elements of Harmony may continue to get together as long as they both watch over both the Pride Lands and Equestria to successfully maintain peace and harmony all together.”

Twilight's eyes widened hearing that as Kion looked just as pleased to hear that. Not only will Twilight be able to stay in Ponyville but she and her friends will be able to regularly get together to help protect both Equestria and the Pride Lands. All twelve friends got together for a group hug in celebration.

"Oh, thank you, thank you, Princess Celestia!" Twilight gratefully said to her mentor. "I'll study harder than ever before!"

“And we’ll ensure that this Lion Guard will keep that peace here as much as back in the Pride Lands.” Kion also vowed.

“Indeed you will…” A deep booming voice appeared from the skies as the clouds cleared to reveal an image of a large, muscular, and majestic lion with golden yellow fur with a red mane and matching eyes.

Everyone seeing this wise and majestic leader all watched very amazed of what they are all seeing.

“Heyvi kabisa... Are you...” Kion asked if he was seeing what he thinks he is seeing.

“Yes, Kion. I am your grandfather.” The lion’s spirit confirmed.

“Father.” Simba said feeling just as pleased to see him again. “It’s so good to see you again.”

“Good to see you too, Simba.” Mufusa kindly returned.

“Mufasa. I've heard a lot about you.” Kion began.

“And I've been watching you. You and your new friend Twilight Sparkle.“ Mufusa returned as he turned his attention to the lavender unicorn who smiled and blushed at the compliment. “You two are about to embark on a great journey, Kion and Twilight, leader of the Lion Guard and leader of the Elements of Harmony.”

“Really…” Twilight said feeling just as stunned as Kion. “…Even after the rough start?”

“Of course Twilight.” Mufusa assured her leaving the unicorn feeling very touched by his praise. “As long as you continue to allow friendship into your heart you can accomplish anything. And sure Simba can be worried at times...” He then said in his grandson’s direction as his son looks aside a little embarrassed and regretful for doubting his son in the first place. “But it’s only because he loves you. Being leader will not always be easy.”

“Of course. Before coming here I wasn’t sure how to control the Roar. First it was loud, then it was just a squeak, then I end up roaring loud again before regaining my confidence when it was needed of me.” Kion then voiced his initial doubt as he then turned to Twilight. “Thankfully, I had a friend who helped realize that just when I was worrying I’ll end up like Scar.”

“Don’t be afraid, Kion. Trust your instincts. The Roar will be there for you when you need it. And so will I.” Mufusa assured his grandson.

“Thank you grandfather.” Kion gratefully bowed to the spirit in respect.

“We won’t let you down.” Twilight also returned with a respectful bow too.

“Until Equestria and the Pride Lands' end...” He then said as the shining sky caused him to disappear as both Kion and Twilight watch on together as Simba and Celestia join them with assuring paws and hooves they both have what it takes to step up to leadership.

Kion now feeling ready to step up to the challenge sings with a bright smile and confidence as the others watch on as he expresses how he feels now that he is the new leader of the Lion Guard officially.

It is Time

Music resumes 2:08

"YAY!" Pinkie Pie cheered with a hop. "Isn't this exciting? Are you excited? Because I'm excited, I've been so excited! Well, except for the time that I went-"

“We get it Pinkie.” Fuli politely interrupted the hyper-active party pony as everyone all laughed together as both parties look on the horizon of Ponyville along with the Pride Lands the next day as they both spend the next morning’s patrolling the Pride Lands while dealing and fighting off Janja and his hyenas for their constant attacks before spending the afternoon’s spending time together and hanging out in Ponyville while both the king and queen of the Pride Lands along with Rafiki watch on proudly as well as the royal sisters from their castle in Canterlot as the former reads her student’s friendship reports.

"I used to wonder what friendship could be."

Twilight sang as she and Kion led the charge against Janja.

"Until you all shared its magic with me."

Kion sang as she used her magic to knock the hyena leader down as the latter tackles him to the ground.

"Big adventure."

Rainbow sang as she used her rainbow twist to spin Cheezi and Chungu around to make them dizzy and dead in their tracks as Fuli charges and plows Cheezi sending him a few yards away while Rainbow follows it up by rolling Chungu into the former and another hyena along the way like a pinball machine.

"Tons of fun."

Pinkie and Bunga sang together as the former blasted the two hyenas away with her party canon.

"A beautiful heart."

Rarity sang as she gracefully uses kung-fu to take down Nne and Tano as they both try to double-team her.

"Faithful and strong."

Applejack and Beshte sang together as the former lassoed up the hyenas together as the latter charges into the clan like a bowling ball sucuessfully nailing a strike as the entire clan is knocked down from the impact.

"Sharing kindness!"

Fluttershy and Ono sang together as they both watched from the sky.

"It's an easy feat

And magic makes it all complete."

Twilight and Kion sang together as the others regrouped behind them.

"You have my little ponies

Do you know you're all my very best friends?"

The Mane Six and the Lion Guard all finished singing together as Kion looked down on the defeated hyenas with all eleven friends behind him as he unleashes the power of the Roar against them sending them flying back into the Outlands powered with confidence. Both he and Twilight look on proudly in the skies together at the beginning of their friendship and that everything was gonna be just fine...

…At least to them as the cloaked figure having been observed them from the shadows from the fight with Nightmare Moon, along with the reunion, the celebration of their first team accomplishment together, and their constant patrols of Ponyville and the Pride Lands with a narrowed expression as he turns back to the main portal gateway between the two worlds with a silent determined vow to do whatever it takes to bring down...

"The Pony Guard." The shadowy male deep-voiced figure said before turning away to leave the scene.

Author's Note

And at last, the final part of the first crossover special as this story gets off to a good start as the first and new Pony Guard is formed after successfully proving themselves to be ready to step up to their new roles in protecting both the Pride Lands and Equestria.

For those wondering I so far plan to try to cover the first two seasons of Friendship is Magic which will also cover the first season of the Lion Guard to the best of my ability with this next upcoming story.

Having said that Season 1 of The Pony Guard is coming soon sometime late 2020 / early 2021 depending how much free time I can get for the time being and make sure to spread the word and offer suggestions as start to tackle this crossover.

A Tale of Two Sisters

My Pony Guard:

Return of the Elements of Harmony and the Roar

Prologue Part One: A Tale of Two Sisters:

Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at dawn; the younger brought out the moon to begin the night. Thus, the two sisters maintained balance for their kingdom and their subjects, all the different types of ponies. But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night.

One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Nightmare Moon.

She vowed that she would shroud the land in eternal night. Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: the Elements of Harmony. Using the magic of the Elements of Harmony, she defeated her younger sister, and banished her permanently in the moon. The elder sister took on responsibility for both sun and moon and harmony has been maintained in Equestria for generations since.

“Hmm... Elements of Harmony. I know I've heard of those before... but where?” Twilight wondered as if she heard about it before as she reads the tale from her book.