The sun was setting over the Pridelands. Josh and the others were riding their wagon over a hill. "Are we there yet?" asked Timon.

"Just over that hill," answered Josh without turning his head.

Chen pulled out a yellow cloth which he had painted a lion's face on it with black ink; he had made a small flag.

Finally, they reached the top of the hill. Their mouths dropped when they stared at what the English did to Pride Rock.

Vitani growled in anger and said, "I'll kill them all for this!"

"Forget the others," said Josh. "I just want Burton."

Denzel tugged at the reins, and the horses continued on to Pride Rock. When they made it, they got out of the wagon, and hid behind a steel stove.

Chen peeked from behind the stove and looked out onto the soldiers who were waxing their guns, brushing their horses and cleaning out the canons. "One hundred and fifty soldiers," said Chen quietly.

"Good," said Josh. "I like a challenge."

"How are we gonna win against all of them?" asked Rosa.

Josh turned to Chen. "Chen, you stay with Rosa."

"Right," answered Chen

Josh turned to Vitani. "Vitani, you go with Denzel and try to find the other lionesses."

"What are you going to do?" asked Vitani.

Josh cocked his pistol. "I'll look for Burton."

"You better be careful."

"I will." He then turned to Timon and Pumbaa. "Timon, Pumbaa, if the soldiers get suspicious, you have to distract them."

"Heeeey, why do we always get these jobs?" asked Timon as he was annoyed. Then he took a deep sigh. "Ok, we'll do it."

"Anything for Simba, Timon!" answered Pumbaa.

"Alright, sure."

Josh then started closer to Pride Rock. He crept through the rocks to try and find his royal friend.

Meanwhile atop the ledge, Burton released Simba from his cage. "Shall we, your majesty?" asked Burton with a wicked smirk.

"Of course," said Simba.

Burton took off his helmet and tackled Simba. Simba roared, and tried to use his weight to pin Burton. The lioness's gasped in fright as Burton punched him hard in the face and kicked him in the chest. Simba fell over and gasped for air. Burton just walked over and cast his shadow upon him. "Get up, I'm not through with you!"

Just then, Simba leapt up with new strength threw him hard against a boulder. The soldiers gasped and the lioness's looked triumphant. "Maybe you should've thought twice before fighting a lion."

Burton got really angry and shouted, "Restrain him!"

Just then, four soldiers ran up and lassoed Simba. "You cheated! You foul, miserable, monster!" He tried desperately to get out from the lassos.

Burton pulled out a pistol from his belt. "Never trust your opponent, my feline friend." he slowly began to pull the trigger when suddenly, it was shot out from his hand.

"What the-" Simba turned to see who fired. There standing on a rock was none other than Josh, eyebrows narrowed; fist clenched and gun barrel smoking. "You've returned!"

"Let him go Burton!" Josh shouted angrily.

"Poor deluded Joshua," said Burton. "Do you really think You can defeat me all by yourself?"

"Not really." Just then, Denzel, Chen, Vitani, Timon and Pumbaa ran up from behind him and stood their ground. "I have my friends helping me." Vitani snarled dangerously, Chen made a karate stance, Denzel aimed his rifle, and Pumbaa pawed the ground with his hoof, steam came out of his snout.

Burton stood silent for a moment then shouted, "Kill them!" Suddenly,ten soldiers came running out at The group.

Timon spotted a sword on the ground, and conceived an idea. He tried to lift up the sword. He succeeded and swung it around dangerously. "Alright, everyone back!" he shouted. "I'm not afraid to use this… um, sharp pointy thingy!" The soldiers then stood dumbstruck at Timon. "That's right! Fear me!" Then the soldiers took out swords and began chasing him and Pumbaa the cave. Just then, a giant boom came out of the cave, and the soldiers all ran out covering their noses. Timon emerged out of the cave atop of Pumbaa, with the sword in his hand, and took a deep breath. "I love the smell of Pumbaa in the morning."

Meanwhile Chen was fighting five soldiers at once using his knowledge of Kung Fu. "Do you think we're winning?" asked Vitani, who was fighting along side him.

"We might need some help," answered Chen.

Vitani then spotted a soldier running up from behind him. "Chen, look out!"

Suddenly, the soldier was knocked out by none other than Rafiki who then let out a battle cry.

"Are you thinking what im thinking?" asked Chen with a smirk.

Rafiki just answered, "Yes!" Then he grabbed Chen by the wrists and twirled and threw him on top of the lioness's cages.

Chen did several fast back flips atop the cages then landed in front of the soldiers. The soldiers were about to shoot when Chen dropped several pins that held the cages' doors closed. The soldiers all turned pale and started running just as all the lions including Kiara and Kovu burst from their cages.

Nala struggled to move, but her broken legs held her back. "Chen!" she cried. "I knew you'd come back!"

He ran over, picked her up and rushed her to safety. "Yes my queen," he said. "I've returned."

Denzel shot at some soldiers who were trying to come near him. He punched, kicked, and upper-cutted, and thwacked at them with the end of his rifle.

Burton just stood and shouted orders. "No you fool, get him in the- No, no, no! grab him so he doesn't- Why can't you do anything right!" Just then, Rosa ran over and bit him in the leg. Burton tried hard to shake her off. "Ow, ow, get off you little brat!"

"Learn to fight fair, meanie! She said. She was about to run off when Burton grabbed her by her neck.

"Oh you don't know how much trouble you're in." Then he ran to the edge of the ledge and shouted at the top of his lungs. "SSIIIIIIIIIIIIIIIIIMMMMMBAAAAAAAAAAAAAAA!"

Simba looked up and ran over. "What is the meaning of this?" he shouted at Burton.

"You are a worthy opponent, so I'm going to give you a choice." Then he held a pistol to Rosa's neck. "Surrender….. or your grand daughter dies!

"NO!"

Kiara looked up and shouted, " Rosa!"

Simba just hung his head down and walked over to surrender. Suddenly, Josh tackled Burton, and Rosa flew out and onto her mother. Then she and Kiara snuggled as they were safely reunited. "My Rosa!" Kiara said as she snuggled her daughter.

"I missed you, Mom," said Rosa as she smiled, then looked up at Josh and Burton.

Josh looked Burton straight in the eyes and gritted his teeth. "You are mine!" he said.

Then Burton unsheathed his sword and held it to Josh's neck. "Let's finish this," he said as he smirked.

Timon had an idea. He looked at the sword he had then called out, "Josh, catch!" He then threw it up so Josh could catch it.

Josh caught it and struck it against Burton's sword. Then the two were engulfed in a climactic sword duel. Burton swung, but Josh ducked. Josh slashed, but Burton blocked. "You're good…" said Burton. "For a cowboy." They fought long and hard. Their shadows reflected gigantically against the giant rock structure. Finally Josh knocked Burton's sword out of his hand. Burton then looked at him mischievously. "Go ahead, finish me off."

"No," said Josh as he dropped the sword. "I thought we could settle this like men." Then he put his fists up as if to fisticuff.

Burton just smiled. "You thought wrong." then he pulled out another pistol and shot Josh in the heart.

Chen, Denzel, and all the lions gasped as they watched Josh fall backwards onto the ground. He lay there motionless.

Burton let out a loud obnoxious laugh. "Looks like your hero is dead." Burton stood staring into the faces of all the sad creatures before him. "Who's next?" He then pointed his gun at Nala, who was still wounded. "How about your queen?"

Nala cried out, "Someone stop this!"

"What should we do?" asked Simba franticly.

"Face it Simba," said Burton still aiming the gun at Nala. "I've won!"

Simba then slowly lowered his head in sorrow. "He's...right."

Suddenly, as if it were a miracle, Josh's leg kicked the gun out of Burton's hand, and then he jumped up and stared at the insane Brit.

Burton was dumbstruck. "What the-" He then punched him in the stomach, but then pulled his hand back and screamed in pain.

Josh then unbuttoned his coat to reveal that he had fastened a steel stove cover to his chest that had a bullet lodged into it. He then took it off and whacked Burton hard in the face, causing his nose to bleed. Then he dropped the cover and began to punch like crazy at his face, causing him to cough up blood and fall over. "That's for lying to me, betraying my friends and trying to kill Simba, you monster!" he shouted.

There was a gasp from all the animals at Josh's triumph. Simba walked up to Burton, growling his hatred. "No, no please," pleaded Burton as he tried to crawl away. "Don't kill me!"

Simba turned to Josh and asked, "What do you think?"

"If you kill him like that, you are just as bad as he is," said Josh.

Then Simba turned back to Burton and pinned him with his paw. "You do deserve to die, you know. You locked up my pride, nearly killed my mate and me, and betrayed my friends. But, I am a good king, and I believe it wrong to kill." he then loosened his grip on Burton.

"Then what are you going to do?" asked Burton.

"Give you a second chance."

"Oh, thank you Simba, you are truly benevolent. Say the word and I'll do whatever you wish."

"Leave the Pridelands, Burton… and never return "

Hmm….there's just one little problem with that."

"And that is…"

Suddenly, Burton pulled a knife from out of his pant leg and slashed Simba in the face, causing him to fall over on his back. "I AM the Pridelands!"

Captain Rogers, who was watching everything, unsheathed his sword. "Josh!" he shouted as he threw his sword at Josh.

Josh grabbed the sword and plunged in deep into Burton's heart, just before Burton could kill Simba.

Burton's eyes widened as the sword punctured his heart. He slowly turned to captain Rogers, and with his dying breath said, "Et tu, Captain?" then he stepped backwards and fell off the edge to his demise.

Josh stared down at Burton's corpse and breathed heavily

"Are you alright?" asked Simba.

Josh turned to Simba. "Yes, I'm fine," he said

"So...it's over?" asked Nala lying on the ground.

Just then, Chen walked up, holding the flag he had made in his hands. He then took off the British flag that was on a pole and replaced it with his. The flag waved in the breeze, looking magnificent. "It's over," Chen said, smiling.

Captain Rogers walked up to Simba, and bowed to him. "Now that Burton is dead," said Rogers. "I don't know why I ever followed him."

Simba nodded approvingly as Rogers got up onto his feet. Josh walked up, put his hand on his chest and bowed. "Thank you," said Simba.

Suddenly, Josh fell to his knees. Denzel quickly ran over to catch him. As he had Josh in his arms, he pulled his hand back from Josh's side to see blood all over it and a cut under his ribs. "He's wounded!" yelled Denzel.

"We need a doctor!" shouted Chen as he looked at Josh's wound.

Rafiki jumped down from a rock and said, "You'll have to settle for me."

"And me as well," said Captain Rogers. "I know a bit about broken bones so I'll fix up Her Majesty, and you fix up Joshua's wounds."

"Right."

Rogers walked over to Nala and petted her. "You'll be alright, my queen… And I hope Joshua will, too."