It was a dark night out as the soft murmur of wind seeped through the leaves of the tree branches. Thin, gray clouds floated throughout the sky, about as silent as a new-born cub was timid. The moon was softly glowing above the land; bright as a hyena's eye in the dark. Speaking of hyenas, a certain female was silently looking at the surroundings before her.

Shenzi gazed up at the moon from a small boulder she was sitting on from Priderock. The hour was astoundingly late; long before had all the lionesses and hyenas retired for the night but she didn't care. She viewed all the scenery below Priderock, the land stretching far as the eye could see. To a lion it would have been nearly impossible to see in this blackened terrain, but due to being a hyena, Shenzi's vibrant, yellow eyes could make out every detail the earth had to offer.

She assumed Banzai and Ed were back in the cave they all shared, near Scar's own den, deep in slumber. For some reason she couldn't get to sleep; when the clan turned in for the night she felt it pointless and remained outside.

This wasn't the first time she had difficulty getting to sleep, nor was sleep just the problem. Lately, Shenzi had been having this strange, almost…warm feeling. What perplexed her even more, was that it only emerged whenever she approached, or was around Banzai.

It all seemed to have begun about a week after Scar had become king and let the hyenas roam about Priderock. In a reward for their "hard work" for assisting Scar in becoming king, she and her two male companions had received a cave all their own. The rest of the clan slept either at the bottom of Priderock, or at the borders of the Pridelands as night watchmen.

This feeling had also disabled her from eating at some points, for she always ate with Banzai and Ed. This bothered her greatly; what was the point of getting a land with so much food to offer when you could hardly even swallow down two bites, before a sudden lump in your throat blocked anymore access to your stomach?

What was this new emotion that puzzled her, immobilized her, changed her standpoint completely?

If only she could figure out this feeling, this…weird feeling.


Banzai tossed and turned as he tried to relax in the cave he and Ed were sleeping in. His efforts were in vain, however, and he knew it. It wasn't the fact that the moonlight was shining right into the cave or the fact that Ed's snoring was so loud it was comparable to that of a hungry elephant's stomach, it was this funny feeling he had inside himself.

Sometimes the feeling would go away, but most of the time it wouldn't leave him alone. What the weird thing was, is that it only surfaced in him when he thought of, or even looked at, Shenzi.

He had walked into the cave with Ed at late evening when all the other hyenas went in for the night. It was then he realized Shenzi hadn't come in yet…and then the feeling came back. It started out as worry, but then it just, re-surfaced in him. Why couldn't it just leave him in peace? It bothered him even when he so much as pictured an image of Shenzi in his head.

He spent most of his time with Shenzi, as he did with Ed; what could he say, the trio were stuck together since they were pups and that wasn't going to alter anytime soon. Sometimes Shenzi got a business call from Scar and had to leave her two male friends for a moment. But the feeling lingered on in him long after she left.

What was it about Shenzi that made him feel this way? They'd known each other for so long, since they were pups and he always felt affection for her but this was different.

He knew what the feeling was though, but kept denying it. He knew she'd never feel that way about him anyway.

After a few more minutes of star-gazing, Shenzi got off from the boulder and decided to walk in the grasslands for awhile. As she walked through the cool, green grass blades she could still feel the emotion deep inside her. She sighed.

"What the heck is goin' on with me? It's like every time I'm around Banzai and Ed my stomach decides to see how many knots it can tie itself into." She said with an annoyed tone. She blew a bang from her eye.

"Maybe it's got somethin' to do with this place." She conjectured. This was the first time she had ever lived in the same area as lions, but then again many other hyenas had never stayed in same place as lions and they seemed perfectly normal to her. She continued walking until she found a crystal-clear waterhole. It was the first time she had seen clean water in such a large quantity; compared to what water the graveyard had to offer anyway.

It looked so beautiful sparkling from the moonlight, like diamonds crinkling against black silk; something so solid, giving up to something so soft in comparison. She glanced at her reflection in the transparent liquid, then slowly bent down to drink.


Sick of struggling just to get what few of the sleeping hours he had left, Banzai got to his feet and walked out of the cave. Ed continued snoring; oblivious to anything.

Banzai took a few steps out on Priderock, and looked around for any sign of Shenzi; she was nowhere to be found. He sighed and wondered off in the exact opposite direction she had walked in earlier.

Soon he came to a thick, flourishing meadow. There was a light wind, making the grasslands resemble more of an emerald sea than a field. He plopped down on a thick but soft tuft of grass.

"Where the heck could she be?" he wondered out loud. His face grew slightly depressed as he thought for a minute.

"She better not be sleepin' in some other male's cave." He said sadly. Then he suddenly sat up and shook his head to snap out of it.

"Hey, knock it off! Whadda you care?! You don't like her like that anyway! …Besides, you're probably just some male that just doesn't know when to shut up, to her." He concluded.

He rested his head on his paws and looked up at the sky.

After Shenzi finished getting a drink, she looked up at the stars again. She remembered when she and Banzai and Ed would claw their way up to the highest skull in the graveyard they could find, then lay on their backs and stare at the stars until they fell asleep. But that was back when they were pups, now they were nearly adults.

The first day she came into the Pridelands (or night since that was when Scar announced Simba was "dead"), she knew this would be the start of something very immense for her clan. In fact, she, Banzai and Ed were among the first to eat the kills the lionesses had hunted for all the hyenas the day after they all moved in.


Shenzi was deep in sleep in the warm, dry cave she, Banzai and Ed earned as their new home, when a voice started calling her name.

"Shenzi. ...Shenzi." She moaned and moved her body a little to get used to moving again after the great night of sleep she just had. Then she slowly blinked her eyes open and looked out in front of her. She saw Banzai, but for some reason, couldn't stop looking at him. Something was different about him today, But she couldn't put her paw on it.

After a moment Banzai told her it was time to eat, but his voice sounded like he'd been eating dusty elephant bones. But she just yawned and stood up on all fours. After a second or two of stretching out, she left with Banzai to go get breakfast, the first decent one either of them had in awhile. Shenzi knew Ed wouldn't be joining them for he had gotten into a "prickly" situation, and had to take care of it.

A few minutes later...

She and Banzai dragged the carcass off somewhere to enjoy their meal in privacy. Ed wasn't there for he stuck his nose where it didn't belong, literally, and went to the waterhole to rinse a few spiny bristles off his muzzle.

"My first meal in the Pridelands and it's zebra." Shenzi happily stated; zebra had always been her favorite.

"Let's eat!" Banzai said, and they both happily dug in, their stomachs growing more and more relieved with the food satisfying their appetites. However, it wasn't long after they started devouring the food, when Shenzi suddenly stopped eating and raised her head up from the meal. There was a strange expression on her face. Banzai noticed her sudden change in behavior and was confused and slightly worried.

"Shenzi?" She turned to look at him.

"Somethin' wrong?" he asked. Shenzi could feel something very strange, deep within the pit of her stomach when they both started eating. When Banzai had talked to her, it only made it worse.

Shenzi clutched her stomach and gritted her teeth, causing Banzai to immediately get up to all four of his paws.

"I'm ok." Shenzi insisted, but the feeling wouldn't leave her.

"Maybe you should get a drink or somethin'." Banzai suggested. Right after his voice reached her ears, Shenzi could feel the pang growing stronger. She grunted in pain. Banzai took a step towards her but she backed away.

"I'm fine. I'm just gonna go lie down for awhile." Shenzi said.

End of Flashback…

"Some first meal; that zebra was probably sick or somethin' and the stupid lioness who caught it probably just wanted to poison a member 'a my clan." Shenzi said. She sighed to herself and looked out at the watering hole again.

But after awhile, the feeling came back in her. She growled fiercely at its presence.

"What now?! It ain't enough that ya can't let me eat but ya won't let me sleep either?!" She sighed again.

"I get this feelin' every time I'm around Banzai n' Ed. But I know they ain't sick, neither am I, so what's the problem?" Then Shenzi suddenly realized something else about those few days ago; Ed wasn't there. It was just her and Banzai. But what could that mean? …She got the feeling whenever she was around Banzai?

"Banzai?" Shenzi thought out loud. It was then she sensed the feeling grow stronger. She was puzzled until her eyes suddenly widened at an unbelievable possibility.

"No, no I can't. I can't be." She told herself.

Banzai glanced around the Pridelands, and noticed a few animal skeletons here and there. One of them, a zebra, brought back a memory that happened not too long ago.

Same Flashback…

Banzai was still as a rock and just as quiet as he was deep in sleep in the trio's new home; a cave near Scar's at Priderock. He and his two friends had moved in when Scar took over the kingdom. The first thing he thought about before he fell asleep was food. It had been so long since he or Shenzi and Ed had seen fresh meat and they were all looking forward to a great big breakfast the next morning.

But then he slowly opened his eyes when he heard Ed laughing in a very excited tone. He sat up to see the male running in circles at the cave's exit. It took him a few minutes to realize it was morning already and that meant the first satisfying meal any hyena would have in months.

Ed darted out of the cave and Banzai's first instinct was to follow him and start munching on the first carcass they saw. He got up to his feet, but then suddenly stopped short when he heard soft, almost inaudible breathing. He slowly turned his head in the direction the sound was coming from, and his eyes widened.

There was Shenzi, still asleep and her body moving up and down ever so slightly every few minutes. A sudden lump in Banzai's throat would've cut off any access to air for his lungs, if he hadn't already seized breathing. He stared at her for a few more seconds, until a peculiar emotion began stirring around in his gut. This was very weird to him; he had never felt like this before. What was this new feeling making such a commotion inside of him?

After a few minutes he forcibly swallowed the lump down as he regained the ability to inhale again and walked over to her. He slowly bent his head down at her level, feeling his face grow hot but ignoring it, and nudged her head with his own.

"Shenzi." He quietly called to her.

"Shenzi." He said again. Then he could hear her moan and shift a bit. Then saw her eyes gradually blink open. She turned her head in towards him and before either knew it, they were staring directly into each other's eyes. There was a pause before one of them spoke up.

"U-uh, breakfast." Banzai choked out. Shenzi yawned as she got to her feet.

"Already?" She asked as she stretched out a bit.


"Well whadda we doin' here for? I didn't cause a stampede and chase some kid just to lie around in a cave all day." Then the two ran out of the cave. On the way out though they saw Ed sniffing at a cactus plant and before either of his friends could stop him he had his muzzle enveloped in some very uncomfortable barbs. The two just rolled their eyes as they watched Ed make his way to the watering hole, then after he was too far to see they made their way through the crowd of many hyenas (and a few annoyed lionesses).

They chose a zebra carcass for their first meal. And dragged it away some distance from Priderock, to enjoy it in seclusion. Banzai was gladly devouring the mouth-watering food, until he noticed Shenzi had suddenly stopped eating. He asked her what was wrong but then she seemed to be in pain. His eyes widened and he quickly rose to his feet but she insisted she was ok and said she'd lie down for awhile.

Banzai watched as she walked away.

End of flashback…

"She's been actin' kinda weird these past few days." Banzai stated as he wondered what could've been wrong with her.

But then, without him even seeing it coming, the feeling came back again, a little stronger this time. He growled in annoyance, then just sighed. He looked down at his forepaws and was in thought for awhile until his head ached from all the thinking. How could Shenzi stand to do this so much? He felt his stomach constrict into itself, as he thought of her.

This feeling, this little, weird feeling, only emerged whenever he thought of… Shenzi. Wanting this to be over, he tried to imagine an image of Shenzi in his head.

He thought of her soft fur, spiky bangs, eyes that shone like stars in the darkness; she was, without a doubt, beautiful. And not to mention smart; Banzai didn't want to think about where he and Ed would be if she weren't around.

Knowing this feeling wasn't going to leave him alone until he confessed, he sighed.

"I love her." He quietly admitted. …The feeling melted away.

Shenzi had started pacing back and forth near the waterhole. Why was it whenever she thought of Banzai a tingling sensation would start to grow in the pit of her stomach, then move onto the rest of her body? She had thought of a possibility, but it couldn't really happen.

"Why me? Why him?" she wondered out loud. She was starting to get angry at why she couldn't figure out this feeling that bothered her to no end.

"Every time I see him I get this… FEELING!" she yelled in irritation. She began breathing heavily.

"Maybe it's…no it can't. He can't lo-…" Shenzi stopped pacing and just sat on the cool grass and started thinking to herself.

"What's wrong with everybody?!" she yelled. It took her a few seconds to realize her voiced had sounded a bit chocked. Then she felt something running down her cheeks.

She prayed it wasn't what she thought it was as she brought her paw up, and touched her face. She looked at her paw and saw moisture. She laughed through her tears.

"Look'it me; I'm cryin'. I'm supposed to be a big, strong matriarch, and I'm cryin'." She felt the tears continue to run down her face. She let out a shaky sigh and tried to calm down.

"What am I supposed ta do?" she wondered aloud. She took a deep breath and said the first words that came to mind. At first it was a murmur, then she slowly opened her eyes when she realized what she had said.

"I love him." She said in a normal tone. She blinked as she took it in. Then her eyes widened when she realized the feeling had finally gone away.

Just before the sun came up, two hyenas looked at the disappearing stars in the sky, and said,

"I love you."