Rather than being lionesses that sided with Scar, in my rewrite, they are hyenas that were initially part of Shenzi's clan. This would make much more sense in my opinion, as during Scar's reign, hyenas were treated with more favor — Allowed to hunt the lands indiscriminately and take meals from the pride. This, coupled with a thorough brainwashing from Scar, would result in Zira seeing no wrong in his leadership, even after he pointed blame at the clan to save himself.

In the end, when Shenzi and the clan devour Scar, Zira is mortified. Her starstruck admiration for Scar's ambition turns to a hatred for her fellow hyena. She knows that they will be chased from the Pridelands now, with no hope of further hunts on said land. She blames much of the hyena clan for this, as well as Simba, of course.

Tensions crackle between the massive hyena clan as Zira and several others rebel to Shenzi's leadership, and while Shenzi leads most of the clan to farther lands, Zira takes leadership over the rebellion and takes residence in the outlands, waiting for the opportunity of revenge.

It isn't mentioned who fathers Nuka, Vitani, or Kovu. It isn't really relevant; only stated that Zira thinks Kovu would make a great king as Scar was — the very first hyena king to rule. Nuka was supposed to be this promised king, but as he was born weak and pitiful during Scar's reign, she rejected him. Vitani is precious to her as a soldier, but Zira now believes that a king is the true ruler.

At some point during their banishment to the Outlands, Nuka befriends an African Yellow Bat named Mlinzi, who is an outcast to his colony for always getting them into danger. Despite initially preferring to eat him, Zira agrees to let him stay as a spy - A character which serves as a contrast to Zazu, and scouts during the night while catching bugs.

From here, much of the story is the same as in the film. Kiara meets Kovu, the two innocently play, and the parents are shown despising one another. The concept of Kiara and Kovu's differences hits harder here, because not only are they meant to be enemies because of their alliances, but they are meant as enemies because of their species.

Kiara cannot wrap her head around why hyenas are so bad in the first place, and sympathizes with Kovu. She feels as though she has no one to turn to, as there is no one in the entire pride who doesn't despise hyenas. The only one who seems to support her is Rafiki, who acknowleges that, even despite disapproval from Mufasa's spirit, Kiara has the right to her destiny and must follow it. The union of the two families may save them both.

Now, it's mostly minor changes. Mlinzi is the one that witnesses Kovu failing to assassinate Simba on Pride Rock that night, and he also is the one to help coordinate the ambush by informing the hyenas of where they were.

By the end of the film, the hyenas are welcomed back into the Pridelands, freed from Zira's hatred and Simba apologizes for all that he and his heritage has done to hyenas. Though it is left unknown how the pride will get its next heir (as kion is not in this rewrite, but perhaps kopa is - to some outside interpretation) the circle of life has been restored, and Kiara and Kovu are happily wed.