Rayman Legends Adventures in The Lion King/Script

Walt Disney Pictures presents

The sun was starting to rise high over the African plain, revealing the wonders that the land possessed. As animals began waking up, they all suddenly felt something. They were all alert of something phenomenal. One of their long awaited times has occurred. Flamingos and other birds flew over the African lakes. Gazelles galloped across the misty marshes. A giraffe and her baby came over a hill and saw, and then joined a herd of diverse species traveling in one direction. Zebras marched as ants carried their leaves on branches. Elephants plodded steadily as flocks of guinea fowl scrambled around their feet. The different herds of animals joined together and eventually made it to their destination; Pride Rock, the home of King Mufasa and Queen Sarabi. But the herds weren't alone and bowed before Mufasa as he stood over Pride Rock's cliff. Mufasa approved as they did so.

Zazu, the king's majordomo flew over the vast herds and landed on the cliff that Mufasa was standing on and bowed before his king. The animal herds below gathered around in lines, and as they did a baboon came walking through with the sunlight shining behind him. It was Rafiki, an old friend of Mufasa's and the shaman of the Pride Lands. He gave Mufasa a big hug as he reached the top of the cliff. The king and queen have given birth to a little baby lion cub. Rafiki approached the cub and placed a special mark on his head using the fruit on his stick. In doing so, the little cub sneezed. Rafiki then lifted the cub and carried him to the edge of the rock. Everyone waited anxiously until Rafiki appeared at the rock's edge and lifted the cub high into the sky. A loud cheer roared across the land. Elephants trumpeted, zebras, rhinos, gazelles and other animals stamped their feet, and monkeys chattered and bounced around. As they did so, a stream of light emerged from the clouds, shining down on the little cub. The numerous herds of animals bowed before the royal son. They were all proud that their future ruler, Simba had arrived to take Mufasa's place in the great circle of life.

The Lion King

However, not everyone was happy for Simba. In a cave near Pride Rock, Scar, a black-maned lion and brother to Mufasa, caught a little mouse. "Life's not beautiful, is this," he moaned, "you see, I, well, I will never be king."

As Scar went on talking, the mouse tried to get off of Scar's paw, but it was unsuccessful. "And you…" Scar said, "…will see never the light of another day.  Farewell!"

Scar opened his mouth and prepared to eat the mouse, but suddenly, he heard a voice coming from behind him. "Did your mother ever warn you not to play with your food?"

Scar turned around and saw Zazu underneath his legs. With a sigh, Scar said, "what have you done?"

"I'm here to announce that King Mufasa's on his way, where you should have a good excuse to miss the ceremony this morning," said Zazu.

As Zazu finished his speech, the mouse got out of Scar's grasp and scampered into a hole. "Oh, now look, Zazu, you made me lose my lunch," Scar complained.

"Ha!  You lose more than that if the king succeeds with you.  He's as crazy as a hippopotamus with a hernia," replied Zazu sarcastically.

Scar was still hungry though, where he decided to turn the tables on the little hornbill. "Oh, I quiver with FEAR," he said.

"Now, Scar," Zazu said as he backed away slowly with fear, "don't look at me that way. HEEELLLPPP!!!"

Zazu then took off trying to get away, but it was no use. But before Scar could eat Zazu, Mufasa appeared and demanded that Scar would release Zazu. "Scar, leave him alone," he ordered.

Zazu poked his bill out of Scar's mouth and said, "impeccable timing, your majesty," as Scar spat him out.

"Why, if it's not my big brother who goes down from above to mingle with the commoners," said Scar.

Mufasa was not very pleased, however. "Sarabi and I didn't see you at Simba's presentation," he said.

"That was today?  Oh, I just feel horrible," Scar said as he scratched his claws on a rock wall, causing a noise that scared Zazu, "I had to forget myself."

"Yes, well, as slippery as your spirit is, as the king's brother, YOU should've been the first to line up," said Zazu.

"I WAS in the front line," replied Scar with fury, "until the birth of the little ball of hair."

"That ball of hair is my son and your future king," said Mufasa.

"Oh, I shall practice my bowstring," said Scar as he started to walk out of the cave.

"Don't turn your back on me, Scar," Mufasa said with anger.

"Oh, dear, Mufasa," replied Scar, "maybe you shouldn't turn your back on me."

With a roar, Mufasa stopped Scar in his path and demanded, "IS THAT A CHALLENGE?!"

Scar, not letting him put up a fight, calmly said, "temper, temper.  I wouldn't dream of challenging you."

"Too bad," snorted Zazu, "why not?"

"Well, as it comes to brains, I have the last part," said Scar, "and if it's brute force…I'm afraid I'm at the shallow end of the swimming pool."

Scar then turned away and walked off into the grassland, leaving Mufasa and Zazu in frustration and annoyance. They were not very pleased with how Scar was acting. "There's one in each family, sire," said Zazu, "two in mine actually, and they always manage to ruin special occasions."

"What am I going to do with him," asked Mufasa.

"He'd make a beautiful carpet," replied Zazu sarcastically.

"Zazu," Mufasa said, having been amused by Zazu's silly idea.

"And just think," Zazu continued, "wherever he's dirty, you can take him out and beat him."

Mufasa chuckled as he and his majordomo walked off towards Pride Rock. When evening came, thunder clouds slowly soared over the land's beauty and down came rain and lightning. At a big baobab tree, far from Pride Rock, Rafiki was busy making a picture of Simba on his tree. As he talked to himself he picked up a piece of his fruit and drew a little mark above Simba's head. "Simba," said Rafiki as he completed his drawing.

Back in the Pride Lands, the sun had barely appeared in the sky, but on Pride Rock's edge Simba, now grown into a young and energetic lion cub, looked out onto the horizon. He then became excited and ran to his family. "DAD, DAD," he shouted out, "c'mon, Daddy, we have to go, wake up."

After getting past the rest of the sleeping pride, he came to his father who was still sleeping with Sarabi. "Dad, Dad," said Simba as his frustration grew.

"Your son is awake," said Sarabi silently.

"Before sunrise, he's your son," yawned Mufasa.

Simba grew more frustrated as he tried to wake up his sleepy father. Eventually Mufasa opened his eyes and looked into his son's face. "You promised," Simba said.

"OK, that's it," said Mufasa, "I'm up, I'm up."

"Yeah," said Simba as he grew excited again.

Mufasa let out a huge yawn as he and Sarabi got up and walked out of the cave with their happy son. Mufasa and Simba then walked off together to the top of Pride Rock as Sarabi stayed behind, looking on with happiness.

At the top of Pride Rock, Mufasa stood with Simba as they watched the sun rise over the plains. "Look, Simba," said Mufasa, "every day the light touches is our kingdom."

"Wow," replied Simba.

"A king's time as ruler rises and falls like the sun," explained Mufasa, "one day, Simba, the sun will set on my time here and will rise with you as the new king."

"And all this will be mine," asked Simba with delight.

"Everything," said Mufasa.

"Everything the light touches," said Simba to himself, when he realized a dark and rugged area in the distance, "what's wrong with that gloomy place?"

"That's beyond our borders.  You should never go there, Simba," explained Mufasa.

"But I thought a king can do whatever he wants," said Simba.

"Oh, there's more to being king then getting your way all the time," replied Mufasa.

"There's more," asked Simba with delight once more.

"Simba," chuckled Mufasa.

Mufasa then took Simba on a walk through the Pride lands. They saw antelope galloping past their way. "Everything you see," explained Mufasa, "exists as an entire in a delicate balance.  As king, you must understand that balance and respect all the creatures from the crawling ant to the jumping antelope."

Simba grew confused. They were lions and the antelope were their prey. "But, Dad," said Simba, "don't we eat the antelope?"

"Yes, Simba, but let me explain," replied Mufasa, "when we die, our bodies become the grass and the antelope eat the grass, and so, we are all connected in the great circle of life."

Mufasa and Simba then looked off into the distance. They saw a river with antelope leaping together in a straight line and giraffes feasting on the tree tops. As they gazed upon the sights, Zazu flew past Mufasa and landed on a rock nearby. "Good morning, sir," he said with pride.

"Good morning, Zazu," replied Mufasa.

"Registration with the morning report," said Zazu, waiting for Mufasa's reply.

"Fire away," ordered Mufasa.

With Mufasa's approval, Zazu delivered the daily morning report. "Good, the buzz of the bees is that the leopards are in a little place."

"Oh, seriously," replied Mufasa.

As Zazu went on informing Mufasa about the news in the Pride Lands, a little grasshopper caught Simba's attention. Simba chased after it and tried to catch it, but he couldn't keep up with it. Mufasa eventually noticed Simba and silently asked, "what are you doing here?"

"Jumping," replied Simba.

"Let an old professional show you how it's done," said Mufasa with a silly grin.

He turned his attention to Zazu, who was still talking to notice what Mufasa was up to. "I warned the elephants to forget it, but they can't…" he said.

"Zazu," said Mufasa, "would you turn around?"

"Yes, sir," replied Zazu as he obeyed Mufasa's order.

"Stay low on the floor," whispered Mufasa to Simba, as he got down low in the grass.

"…cheetahs never thrive," said Zazu as he finished off his report.

"Alright, stay low to the ground," whispered Simba as he slowly approached the bird.

As Simba got lower, Zazu turned his head around and saw Simba and Mufasa. "What's happening," he asked.

"A lesson in jumping," replied Mufasa.

"Oh, very good.  Hitting," said Zazu.

But Zazu suddenly realized that he was Simba's target and reacted with fright. "DO YOU REALIZE JUMPING," he exclaimed as he turned around to beg Mufasa for mercy, "oh, dear, sir, you can't be serious!"

But Mufasa didn't care. He moved his paw back and forth with his claw pointing downward. It was motion saying to Zazu that he must turn back around. "This is so humiliating," complained Zazu.

Mufasa turned to Simba again, who was still low on the ground. "Try not to make a sound," he whispered.

"What are you warning him, Mufasa," asked Zazu as he turned his head around again.

But when he did so, Mufasa and Simba were gone. Zazu became nervous as a result. "Mufasa," he said nervously, "Simba?"

Then, out of nowhere, Simba leaped forward and pounced on Zazu, sending him off the rock and onto the dirt. Mufasa laughed. "That's very good," said Mufasa, congratulating Simba for mastering his pouncing ability.

As Simba went back to Mufasa, a gopher appeared out of the dirt in front of Zazu. "Zazu," he said.

"Yes," Zazu replied.

"Lord, news of the metro," the gopher informed.

As Zazu was given his own report, Mufasa still gave Simba a great congratulations. But before they could do anything else, Zazu appeared in fright and exclaimed, "LORD, HYENAS IN THE PRIDE LANDS!!"

Mufasa immediately noticed that there was danger and went off to take care of the unauthorized intruders. Before doing so however, he turned to Zazu and said, "Zazu,  take Simba home."

"Dad, can't I come," asked Simba.

"No, sir," replied Mufasa with a serious tone of voice.

Mufasa then ran off to get rid of the hyenas, leaving Simba upset. "I can never go anywhere."

"Oh, young teacher," replied Zazu, who then turned his attention to an upset Simba, "one day, you will be king and you can chase these furious and stupid poachers from dawn until dusk."

Meanwhile, at Pride Rock, Scar was walking under the overhang of Pride Rock cliff with a gloomy mood. Scar was still upset that his chance to be king had been overshadowed by Simba. As he walked, Simba came from behind him and said, "hey, Uncle Scar, guess what!"

Scar was not very pleased to see his nephew though. "I expose guessing games," he moaned.

"I'm gonna be king of Pride Rock," said Simba with emotion.

"Oh boy," grumbled Scar.

"My father just showed me around the kingdom and I will GOVERN everything," said Simba.

"Yes," said Scar, still upset, "well, forgive me for not jumping for joy.  Wrong back, you know."

Scar then plopped down on the ground as Simba came running up to him. "Hey, Uncle Scar," said Simba, "if I'm king, what'll that do to you?"

"The uncle of a monkey," Scar replied with sarcasm.

Simba then laughed as he rolled off of Scar's mane. "You're very strange," said Simba.

"You have no idea," replied Scar as he got back up on his feet, "well, your father showed you the entire kingdom, right?"

"Everything," said Simba.

"He didn't show you what's behind that increase of the northern border," said Scar.

"Well, no," complained Simba, "he said I can't go there."

"And he's absolutely right.  It's FAR too dangerous.  Only the bravest lions go there," said Scar.

"Well, I'm brave," said Simba, "what's out there…"

"I'm sorry, Simba," interrupted Scar, "I just can't tell you."

"Why not," whined Simba.

"Simba, Simba, I'm just looking for the well-being of my favorite nephew," said Scar as he put his paw over Simba's head.

With a scoff, Simba replied, "that's right, I'm your only nephew."

"All the more reason for me to be protective," replied Scar, "an elephant graveyard is no place for a young prince.  OOPS!!"

Scar covered his mouth as Simba's excitement grew once again. "An elephant WHAT," exclaimed Simba, "wow!"

With fake regret, Scar said, "oh, dear, I've said too much.  Well, I suppose you would've found it sooner or later, being so intelligent and everything."

Scar put his paw over Simba and gently nudged him to his side. "Just do me a favor," said Scar, "promise me you'll never visit that horrible place."

Simba thought to himself and then replied, "no problem."

"There's a good boy," replied Scar happily, "you run along now and have fun, and remember, it's our little secret."

Simba then ran off leaving Scar alone under the overhang of the cliff. However, when Simba disappeared, Scar gave an evil grin. He had something planned for Simba that could spell damage.

Simba came running down the hill across the lionesses that were sleeping in the hot African sun. When he came down the hill he met up with his best friend, Nala, who was getting a bath from her mother. "Hey, Nala," said Simba.

"Hi, Simba," replied Nala.

"That's right.  Only if I heard about this place," said Simba.

"Simba, I'm a middle-class type of bath," replied Nala with annoyance.

"And the time is yours," said Sarabi.

Simba tried to get away, but it was too late. Sarabi picked him up and started licking his fur. "MUM," said Simba with frustration, "Mum, you're destroying my mane."

Eventually, Simba got off of Sarabi and said, "alright, hold on, I'm clean, can we go now?"

"Yes, where are we going," asked Nala, "it's best not to be anywhere."

"No," replied Simba, "it's really cool."

But Sarabi was suspicious. "Well, where is the real place," she asked.

Simba, not wanting to reveal the elephant graveyard, then turned to Sarabi and said, "except for the water park."

"THE WATER PARK," Nala reacted, "what's so big about the water park?"

"I'll show you if we get there," whispered Simba.

"Mum, am I going with Simba," asked Nala to her mother, Sarafina.

"What do you think, Sarabi," said Sarafina.

Sarabi was still suspicious, but after seeing Simba and Nala beg, she replied, "it's just like me."

Simba and Nala then jumped around with excitement, but Sarabi had one more thing to say, "…as long as Zazu goes with you."

Simba and Nala stopped in their tracks and whined. They didn't want Zazu going with them. "Not Zazu," complained Simba.

A few moments later, Simba and Nala walked down the path with Zazu flying above them. "A good step," instructed Zazu, "as soon as we get to the water park, we can swiftly leave."

With Zazu's back turned, Nala turned to her best friend. "Well, where are we really going," she asked.

"An elephant cemetery," whispered Simba.

"WOW," exclaimed Nala.

"SILENCE," replied Simba, "Zazu."

Nala then remembered that they had to get past the hornbill. "Right, well, can we throw the dodo," she asked.

As the two lion cubs whispered their plan, Zazu came flying down, watching the two lion cubs walk together. "Oh, just look at you two," said Zazu as he landed on the ground, "small seeds of romance, breeding in the savanna.  Your parents will be happy and because you've been betrayed and all."

"Now what," asked Simba, confused.

"Betrothed," replied Zazu, "expected, partners."

Simba and Nala still didn't get it. "Why," said Nala who was expecting an answer.

"One day, both of you will be a wife," said Zazu to Simba and Nala, who reacted with disgust.

"I can't get married.  She's my friend," said Simba.

"Yes," said Nala, "I'd be too weird."

"Well, sorry to burst your bubble, but you don't have two doves," replied Zazu, "it's a tradition to go back generations."

"Well, if I'm king," said Simba, "that's going to be the first fact to do."

"It's not as long as I'm around," replied Zazu.

"Well, in that case, you're burning," said Simba.

But Zazu wasn't going down easy. "Nice work," he said, "but only the king can do that."

"Well, he's the future king," said Nala.

"Yes," replied Simba, "well, YOU should do what I'm warning."

Zazu quickly became annoyed and said, "it's not yet me, and with such a view, I'm afraid you're building a very good king."

"That's not the way I saw it," replied Simba.

Simba then leaped forward and everything around him transformed into a childlike view of Africa as he engaged in song.

Simba: I'm gonna be a mighty king, so enemies beware.

Zazu: Well, I've never seen a king of beasts with quite so little hair.

Simba: 'I'm gonna be the main event like no king was before. I'm brushing up on looking down. I'm working on my ROAR!!'

Zazu then landed in a mud puddle.

Zazu: Thus far, a rather uninspiring fact.

As Zazu got out of the puddle, he then washed his face mistakenly using an elephant's ear. The elephant whacked the hornbill away with his trunk, sending the bird skipping down a pond like a skipping rock.

Simba: Oh, I JUST CAN'T WAIT TO BE KING!!

Zazu: You have a good chance to go, sir, if you think.

Simba: No one saying "do this."

Zazu: As I was saying.....

Nala: No one saying "be there."

Zazu: What do you mean, "we"?

Simba: No one saying "stop that."

Zazu: What you don't know…

Simba and Nala: No one saying "see here."

Zazu: NOW SEE HERE…

Before Zazu could explain, two ostriches ran past him, splashing him in the process. Simba and Nala were on their backs as they ran off.

Simba: Free to run around all day.

Zazu: Well, that's certainly not.

Simba: Free to do it all my way.

Zazu flew as fast as he could, trying to catch up with the two energetic cubs. After flying past a line of swaying trees, he flew in front of the ostriches and sang.

Zazu: I think it's time that you and I arranged a heart-to-heart.

Zazu, not looking where he was going, smashed into a rhino's butt.

Simba: Kings don't need advice from little hornbills for a start.

Zazu: 'If this is where the monarchy is heading, COUNT ME OUT!! Out of service, out of Africa, I wouldn't hang around. This child is getting wildly out of wing.'

Simba: OH, I JUST CAN'T WAIT TO BE KING!!

Simba and Nala then hopped around the stomping feet of a herd of elephants and other animals who were stomping to the beat of the music. Zazu flew above them and then carefully flew underneath the huge animal's feet.

Simba: Everybody look left.

The herd of animals then came running to the left as Simba warned. In doing so, they trampled over the poor, fearless hornbill.

Simba: Everybody look right.

The herd went the other direction and trampled over Zazu again.

Simba: Everywhere you look I'm…STANDING IN THE SPOTLIGHT!!

Zazu: NOT NOW!!

Animals: 'Let every creature go for broke and sing. Let's hear it in the herd and on the wing. It's gonna be king Simba's finest fling.'

The animals then came together, forming an animal tower as they prepared to finish off the song.

Everyone: 'OH, I JUST CAN'T WAIT TO BE KING! OH, I JUST CAN'T WAIT TO BE KING!! Oh, I JUST CAN'T WAIT…'

The animal tower started to collapse.

Everyone: TO BE KIIIINNNNGGGG!!!

Zazu found himself underneath the rhino that was holding up the animals and before he could do anything, the rhino sat down as the world went back to normal. The animals ran off as Zazu tried to get himself unstuck. "I beg your pardon, madam, but be QUIET," muffled Zazu, "Simba? Nala!"

Simba and Nala ran off together as they started leaving the Pride Land boundaries. "Alright, it worked," said Simba.

"We lost him," said Nala.

"I am a genius," said Simba.

"Hey, genius, it was my idea," replied Nala annoyingly.

"Yeah," said Simba with cockiness, "but I did so."

"With me," replied Nala.

"Show her who's boss," said Simba as he leaped forward to pounce on Nala.

But Nala got the upper hand by flipping Simba and pinning him to the ground. "Fixed ya," said Nala

"Hey, never mind," demanded Simba.

As Nala began to wonder off victorious, Simba decided to get her back. With Nala's guard down, Simba leaped at her again, only this time they plummeted down a cliff into a dark and gloomy area. As they reached the bottom, Nala did her trick again, flipping Simba and then pinning him to the ground again. "Fixed ya again," she said.

Before they could get up and play more, a geyser went off, surprising the two cubs. They saw two skeletal like horns over a small cliff. Simba realized that they were close to the elephant graveyard and climbed up the cliff, with Nala close behind. As they reached the top, they saw a huge elephant skull. "This is it," said Simba, "we get it."

Simba and Nala looked over the elephant tusk, witnessing the scary view of the wasteland. "It's really scary," said Nala.

"Yes," replied Simba, "isn't it great?"

"We could get ourselves into big trouble," said Nala sarcastically.

"I know," said Simba.

Simba and Nala turned to the huge skull. It was nearly as big as the Pride Rock cave. "I wonder if your brains are yet there," said Nala.

"There's only one fashion to know," said Simba as he approached the skull, "c'mon.  Let's take a look."

Before Simba could enter, Zazu came right in front of him saying, "WRONG!!  The only checking out you will make would be to take a look here. We're way beyond the limit of the Pride Lands."

"Look, Banana Beak is spooked," said Simba rudely.

"This is Mr. Banana Beak to you, confusion," snapped Zazu, "and right now, we are all in very real danger."

"Danger? HA," replied Simba as he approached the skull, "I walk on the wild side.  I laugh in the face of danger.  HA, HA, HA, HA!!"

Suddenly, laughter came from inside the elephant skull, causing Simba to run back to Nala and Zazu, who were both spooked. Out from the skull came three spotted hyenas. There was Shenzi, the female leader, Banzai, the aggressive male, and Ed, the other male, but with a dumb personality. "Well, well, well, Banzai," said Shenzi, "what have we got here?"

"Hmmm, I don't know Shenzi," replied Banzai, "what do you think, Ed?"

Ed responded with a crazy laugh. "Yes, just what I was thinking.  A trio of invaders," said Banzai.

"And quite by chance, let me assure you," said Zazu nervously, "a simple navigational error."

Zazu tried to lead the others away, but was stopped when Shenzi put her foot on the hornbill's tail feathers. "Wait, wait, wait.  I know you.  You're Mufasa's little stooge," she said.

"I, Madam, am the king's steward," replied Zazu.

"And that would do you," said Banzai to Simba.

"The future king," replied Simba as he was surrounded by the hyenas.

"Do you know what we do to kings who leave their kingdom," asked Shenzi.

Simba wasn't afraid at all. Instead, he was annoyed by Shenzi's words. "You can't do anything to me," he snapped.

"Oh, technically they can.  We are on their land," said Zazu nervously.

"But Zazu," replied Simba, "you warned me they're nothing but stupid assholes."

Zazu tried to get Simba to be silent. He didn't want the hyenas to get frustrated. "Ix-nay on the stadium," he muttered.

"WHO ARE YOU CALLING UPID-STAY," demanded Banzai angrily.

"My, my, my.  Whoa, look at the sun.  It's time to go," said Zazu as he tried to rush the cubs out.

Shenzi ran in front of their way, stopping them from running. "What's the rush," she asked, "we'd love you to stay for dinner."

"Yeah," said Banzai, "we could have whatever's…bossing around!"

The hyenas burst into laughter at Banzai's joke. Shenzi came up with one. "I got one, I got one.  Make mine a cub sandwich.  What'd ya think,"  Shenzi said.

The hyenas laughed again, but Ed came in between Shenzi and Banzai, shaking his paws in one direction and making noises. The two other hyenas noticed this and questioned Ed what he was doing. Banzai soon realized something. "Did we ask this dinner to go," he asked Shenzi.

"No, why," replied Shenzi.

"BECAUSE THERE IT GOES," Banzai yelled as they watched their prey run.

Simba and Nala ran for their lives. Zazu flew overhead, but was pulled backward. Shenzi had grabbed his tail feathers. Zazu was pulled towards them, leaving the others behind. "Did we lose him," asked Nala, who was scared.

"I think so," replied Simba, "where's Zazu?"

At a nearby geyser the hyenas were toying with Zazu as they led him to a geyser. "The little majordomo bird hippity-hopped all the way to the birdie cauldron," Banzai sang as he put Zazu in the geyser.

"OH, DEAR," shrieked Zazu, "NOT THE BIRDIE CAULDRON, AAHHHH!!!!"

Zazu was launched out of the geyser and sent flying far away. The hyenas laughed with excitement. But their laughter didn't last long. Simba stood up to them and said, "hey, why don't you pick on someone your own size."

"How about YOU," replied Shenzi.

Outsmarted and frightened, Simba and Nala ran with the hyenas close behind. The hyenas continued to chase the now defenseless cubs throughout the graveyard. Shenzi almost caught Nala, but Simba slashed Shenzi with his claws, giving her some big scratches. As Simba and Nala ran for their lives, they found themselves at a dead end. With no place to run to or hide, the lions watched the hyenas approach them hungrily. "Here kitty, kitty, kitty," Banzai said.

Despite being cornered, Simba, who still thought he was brave, attempted to scare off the hyenas with a growl. This didn't work and the hyenas laughed at him. "What was that," asked Shenzi, "do it again.  C'mon."

Simba took a deep breath and let out another roar, but this one was a louder roar; a MUCH, MUCH louder roar. The hyenas stood in confusion, they growled in frustration before shouting out an enraged "STEELE!!"

These yells were so loud that it echoed across the Elephant Graveyard. Suddenly, a giant paw swiped the hyenas away. IT WAS MUFASA. He savagely attacked the hyenas, roaring frustratedly and slashing the hyenas with his sharp claws. Mufasa wasn't alone though. Simba and Nala watched in horror as Zazu flew in. After attacking the hyenas, the frustrated lion pinned them to the ground. The hyenas begged for mercy, but Mufasa demanded them to be silent. "If you get close to my son again…" he said angrily.

"Oh, this is your son," said Shenzi, pretending to be surprised, "did you see that?"

"Who, me?  I didn't know," replied Banzai, "no?"

"No, of course not," replied Shenzi.

"Ed," said Shenzi and Banzai at the same time.

Instead of nodding no, he nodded yes. This angered Mufasa even more. He let out another frustrated roar, scaring the hyenas. "Toodles," said Banzai.

The hyenas then ran for their lives before Mufasa could harm them again. The danger was gone. Zazu flew next to the lion and nodded with approval, but Mufasa was yet not happy, hearing the frustrated hyenas shout his name. With the hyenas gone, Simba came up to his father. He attempted to speak to him. "Dad, I…"

"You deliberately disobeyed me," said Mufasa, disappointed.

Simba felt horrible and guilty. He had wondered into the shadowy place that Mufasa said not to go as well. "Dad, I'm sorry," said Simba.

"Let's go home," said Mufasa as he walked off with Zazu following close behind.

Simba and Nala walked together, both upset. "I thought you were very brave," said Nala to Simba.

They began walking back to the Pride Lands, all very disappointed about what just happened. However, what they didn't know was that they were being watched. Above them was Scar, watching them with disappointment. His attempt to murder them had failed.

Later that evening, Mufasa had led the others back into the Pride Lands. He was yet frustrated at Simba for disobeying his rule. Simba felt incredibly bad. He led his friends to the elephant graveyard. As they walked, Mufasa came to a stop. "Zazu," he called.

"Yes, sir," replied Zazu nervously.

"Take Nala home," Mufasa ordered, "I have to teach my son a lesson."

Simba hid himself in the grass as Nala remained still. Zazu flew over to the two cubs and said, "c'mon, Nala.  Simba, farewell."

And then he took off with Nala following him, leaving Simba alone and upset. "SIMBA," called out Mufasa.

This yell was so loud that it echoed across the air. Simba then slowly walked to his father. As he did so, he stepped in his father's footprint. He then thought of how he was going to be king. He sat down next to his father as he turned to his daughter. "Simba," he said, "I'm very disappointed in you."

"I know," replied Simba silently.

"You could've been hurt.  You deliberately disobeyed me and what's worse, you put Nala in danger," said Mufasa.

"I was just trying to be brave like you," said Simba sadly.

"I'm just brave if I have to be," relied Mufasa calmly, "Simba, being brave doesn't mean you're looking for danger."

"But you're not afraid of anything," said Simba.

"I went today," replied Mufasa.

"You were," asked Simba.

"Yes.  I thought I might lose you," said Mufasa.

"Hmm, I think even kings get spooked, right," said Simba, feeling better.

Mufasa agreed. "But you know what," said Simba.

"What," replied Mufasa, curiously.

"I think these hyenas were even more spooky," said Simba.

Mufasa chuckled and said, "because no one messes with your father.  Come here, you."

Mufasa and Simba then tackled each other and had fun. After calming down, Simba said, "hey, Dad, we're friends, right?"

"Right," replied Mufasa.

"We'll always be together, right," asked Simba.

"Simba," Mufasa said, "let me tell you of something that my father warned you about.  Look for the stars.  The great kings of the past give us away from these stars."

"Really," replied Simba curiously.

"Yes," replied Mufasa, "well, whenever you feel alone, just remember that these kings will always be there to guide you…and me as well."

Mufasa and Simba gazed upon the stars. Simba understood that his father would be there for him always to guide him the right path.

At the elephant graveyard, in a geyser cave, the three hyenas were moaning in pain at their injuries from Mufasa's attack. "Man, that lousy Mufasa," complained Banzai, "I won't be able to sit for a week."

Ed laughed psychotically at Banzai's complaints, much to Banzai's dismay. "You're not joking, Ed," he said angrily.

But Ed didn't care. He let out a loud, anguished shriek that pushed Banzai to the brink of rage. "HEY, SHUT UP," he yelled as he attacked his teammate.

As the two hyenas brawled, Shenzi came up and yelled, "are you going to turn it off?"

"Well, he started it," Banzai replied, pointing towards Ed.

"Look at you, people," said Shenzi with disgust, "no wonder we dangle at the bottom of the food chain."

"I hate to dangle," replied Banzai.

"You know, if it weren't for these lions, we'd let the joint go," complained Shenzi.

"Man, I hate lions," agreed Banzai.

"They're pushy," said Shenzi.

"And hairy," added Banzai.

"And stinky," replied Shenzi.

"And man, are they…" Banzai was joined by Shenzi, "UUUGGGGLLLYYY!!"

The two hyenas started to laugh, when they were suddenly interrupted by a voice. "Oh, surely we lions are not so bad," it said.

It was Scar. He was lying on an overhead rock, above the hyenas who sighed in relief. "Oh, Scar, it's just you," said Banzai.

"We were afraid that someone would be reluctant," said Shenzi.

"Yeah," said Banzai, "you know, like Mufasa."

"I understand," replied Scar silently.

"Now that's power," said Banzai.

"Warn me about it," added Shenzi, "I just hear that name and I shudder."

"Mufasa," replied Banzai.

A chill ran down Shenzi as heard Banzai's word. "Ooh!  Do it again," she said.

"MUFASA," Banzai said, "MUFASA, MUFASA, MUFASA!!"

Shenzi shivered as Ed giggled with amusement. Scar, however, was not very amused. "I'm surrounded by idiots," he muttered.

"Not you, Scar," said Banzai, "you're one of us.  You're our friend."

"Charmed," replied Scar.

"Oh, I like that," said Shenzi, "he's not king, but he's yet just right."

"Did you bring us something to eat, Scar, old buddy," asked Banzai, begging for food.

Scar was not pleased with what happened to them earlier, but pulled a chunk of meat, making the hyenas act like dogs begging for food. "I don't think you really deserve that," said Scar, "I've practically gifted these cubs for you, and you couldn't even get rid of them."

Scar dropped the meat, and when it hit the floor, the hyenas began chomping away on it, like a pack of wolves. They were glad they got a meal, but were curious on how they were going to help Scar steal the throne. "Well, you know," muffled Shenzi, "it wasn't like they were alone, Scar."

"Yeah, what should I do," asked Banzai, "murder Mufasa?"

"Exactly," replied Scar.

He leaped down to the hyenas as geysers began to erupt. He then broke out into song, explaining his evil plan.

Scar: 'I know that your powers of retention, are as wet as a warthog's backside. But thick as you are, pay attention. My words are a matter of pride. It's clear from your vacant expressions, the lights are not at all upstairs. But we're talking kings and concession stands. Even YOU can't be caught unaware. So prepare for the chance of a lifetime. Be prepared for sensational news. A shining new era, is tip-toeing nearer.'

Shenzi: And where do we feature?

Scar: 'Just listen to teacher. I know it sounds sordid, but you'll be rewarded when at last I am given my dues And injustice deliciously squared. BE PREPARED!!'

Banzai: Ha, ha, be prepared. Yeah, we'll be prepared…for what?

Scar: For the death of the king.

Banzai: Why? Is he ill?

Scar: No, fool, we're gonna murder him, and Simba as well.

Shenzi: Great idea, who needs a king.

Hyenas: No king, no king. La, la, la, la, la, la!

Scar: 'IDIOTS! THERE WILL BE A KING!!'

Banzai: But you said…

Scar: 'I WILL BE KING! STAY WITH ME, AND YOU'LL NEVER GO HUNGRY AGAIN!!'

The hyenas cheered as Scar made his promise to make sure they would have unlimited food once he became king. More hyenas appeared over the rocks and approved as well.

Hyenas: It's great that we'll soon be connected, with a king who will be all time adored.

Scar: 'Of course, quid pro quo. You're expected to take certain beauties on board. The future is littered with prizes and though I'm the main addressee. The point that I must emphasize is, YOU WON'T GET A SNIFF WITHOUT ME!!'

The earth began to shake and cracks started to crawl across the ground, unleashing steam and gas.

Scar: 'So prepare for the coup of the century. Be prepared for the murkiest scum. Ridiculous planning, velocity spanning, decades of denial, is simply why I'll Be king undisputed, respect, saluted and seen for the wonder I am. Yes, my teeth and ambitions are bared. BE PREPARED!!'

Everyone: 'YES, OUR TEETH AND AMBITIONS ARE BARED! BE PREPARED!!'

Scar and the hyenas all laughed evilly. Their plan had been determined. Chaos was sure to occur once this plan has fallen into place.

Meanwhile, at the savanna, Scar led Simba into a deep gorge. Scar said Mufasa had a surprise for Simba. Scar led his nephew to a small rock, underneath a tree at the bottom of the canyon. "Now you stay here," he said, "your father has a wonderful surprise for you."

"Oh, what is this," asked Simba curiously.

"If I warned you, it would be no surprise, right," Scar replied.

"If you warn me, I'll yet be surprised," Simba said with excitement.

Scar gave out a laugh and said, "you are such a naughty boy."

Simba then started to beg. "C'mon, Uncle Scar," he insisted.

"No, no, no, no, no.  This is just for you and your daddy.  You know, a kind of father-son fact," replied Scar, "well, I better go to him."

"I'm going with you," said Simba as he started to follow his uncle.

"NO," Scar said quickly, "no.  Just stay on this rock.  They wouldn't want to end up in a different mess as with the hyenas."

Simba suddenly became worried. "Do you know that," he asked.

"Simba, everyone knows about that," replied Scar.

"Really," asked Simba.

"Oh, yes," replied Scar sadly, "happy dad was there to save you, right," before turning his attention to Simba, "oh, and maybe between us, you might want to work on your little roar, huh?"

"Oh, hold on," replied Simba.

As Scar started to leave, Simba asked, "hey, Uncle Scar, do I like this surprise?"

"Simba," replied Scar, "it's to die for!"

Scar then walked away, leaving Simba under the tree. However, what Simba didn't know was that there a massive herd of grazing wildebeest above the gorge, and the hyenas were waiting under a Pride Rock-like fashion, for the right moment to strike. While Shenzi and Ed were patient, Banzai was too immobilized by his hunger to wait. His constant moaning in hunger made Shenzi growl in frustration. "Shut up," she ordered.

"I can't help it," replied Banzai, "I'm so hungry.  I GOTTA HAVE A WILDEBEEST!!"

"Stay put," said Shenzi.

"Can't I check off one of the little sick people," begged Banzai.

"NO," replied Shenzi with fury, "we're waiting for the signal from Scar."

Scar appeared over a rock cliff, giving the signal to the hungry hyenas. "There he is," said Shenzi, "let's go."

Back in the gorge, Simba was waiting for Scar to return. Simba was grumbling about his 'little roar.'  "Little roar.  Puh," he moaned.

A lizard appeared from the grass and walked slowly down Simba's rock and onto the canyon floor. Simba saw this as an opportunity to practice his roar. After two tries, he took a deep breath and gave out a snarl that scared the lizard and shook the gorge with echoes. Simba looked amazed, but before he could muster, the ground started shaking and they heard a rumbling noise that grew louder and louder. Simba looked at the edge of the canyon and saw flocks of birds flying, but they weren't alone. Hundreds to thousands of wildebeests appeared and came running down the canyon, toward Simba's direction. Simba looked in horror. He then ran for his life, desperate to get away from the raging herd, but it was no use. The herd was too fast. As the wildebeests stampeded down the canyon, the three hyenas looked down, watching Simba run for his life.

Out on the African plains, Mufasa and Zazu strolled through the plains. "Oh, look, father," said Zazu pointing towards the canyon, "the herd is moving in."

"Odd," replied Mufasa.

Suddenly, Scar appeared, tired, but very worrisome. "Mufasa," he panicked, "faster, STAMPEDE IN THE THROAT, SIMBA'S OVER THERE!!"

"SIMBA," replied Mufasa with fear.

At the gorge, the rampaging herd of wildebeest charged at Simba. Simba jumped on this old, broken tree. Although it was away from the deadly hooves, it was shaking around, rapidly. Simba struggled to hold on. Meanwhile, Mufasa and Scar ran as fast as they could to the canyon. Zazu flew ahead and scanned the ground for Simba. He found him struggling on the tree as the herd charged past him. "ZAZU, HELP ME," cried Simba.

"Your father is coming.  HOLD ON," yelled Zazu.

"HURRY UP," exclaimed Simba.

Mufasa and Scar came down the canyon walls and onto a ledge. Zazu came in and pointed to Simba. "DOWN HERE ON THAT TREE," he reported.

"HOLD ON, SIMBA," cried out Mufasa in grief.

But the tree was so unstable that holding on was no easy task. Simba shrieked. With no regard for his own safety, Mufasa leaped into the stampede and raced to his son. Scar and Zazu watched in horror. "Oh, Scar, this is terrible," panicked Zazu, "what have we done, what have we done?"

Zazu then came up with an idea. "I'll come back for help!  This is what I'll do," he exclaimed.

Scar, knowing that his plan will fail if the rest of the pride was on the scene, smacked the hornbill straight into the wall, where he passed out in exhaustion. Back in the stampede, Mufasa was racing to his son's aid. Simba could barely hold onto the tree as it shook. As Mufasa tried to get his son, he bumped into one of the charging wildebeests. Another wildebeest rammed into the tree, sending Simba flying. Luckily, Mufasa jumped up and caught Simba in his mouth. With his son safe, he ran to find a place to keep him safe.

But as Mufasa put Simba down, he got carried away by another wildebeest. He plummeted down into the raging herd as Simba searched for him. He saw him leap into the air and grabbed onto the rocky canyon wall. He struggled to climb the wall, as Simba ran up the ledge, higher above the stampede. As Mufasa reached the top of the canyon wall, he saw Scar waiting for him. "SCAR," he cried, "BROTHER, HELP ME!!"

But Scar didn't move. After staring at his struggling brother, he grabbed onto Mufasa's paws with his sharp claws, causing Mufasa to roar in pain. Instead of helping his brother, Scar whispered, "goodnight, sweet prince," and threw him back into the gorge.

Mufasa plummeted down into the raging herd, several feet above the ground, and disappeared. Simba watched from above, unaware of what Scar did. "NoooooOOOO," he shrieked.

When the stampede came to an end, Simba immediately came rushing down to find Mufasa. The canyon was filled with dust and dirt. Simba frantically looked around the gorge for his father. A stray wildebeest appeared and ran to catch up with the rest of the herd. As it ran, Simba saw a familiar figure under the broken tree. Simba noticed this and gasped. He ran up to the tree and saw Mufasa lying underneath it. He wasn't moving or breathing. Simba approached Mufasa and tried to wake him up. "Dad?  Dad, c'mon, you have to get up.  Dad, we have to come home."

But Mufasa didn't move. Simba started becoming scared and began weeping. He then ran around calling for help. "HEEEELP," he yelled, "SOMEONE, anyone!  Help."

This yell was so loud that it echoed across the gorge. Tears ran down Simba's cheeks as he wept. The great lion king was dead. As he mourned over the loss of Mufasa, Scar appeared from behind the weeping Simba. "Simba," he said, "what have you done?"

"There were the wildebeests, and he tried to save me," lamented Simba, "it was an incident, I didn't want that to happen."

"Of course," replied Scar, comforting his brokenhearted nephew, "of course, you obviously didn't.  Nobody ever means because these facts happen.  But the king is dead.  If it weren't for you, he'd yet be alive."

Simba, scared and frightened by what his uncle said, couldn't think of what to say. "Oh," Scar said, "what will your mother think?"

"What will I do," Simba asked, frightened.

"Run away, Simba," replied Scar, "run, ESCAPE AND NEVER COME BACK."

Confused and even more scared, Simba ran as fast as he could from his uncle. As Simba fled, Shenzi, Banzai and Ed appeared from behind Scar, waiting for his orders. "Murder him," he ordered.

The hyenas immediately gave chase after their prey. They found Simba trying to climb a wall. After tumbling down a cliff, they landed in a huge thorn bush. Banzai immediately came to a stop when he spotted the thorn bush, but got pushed in the thorn bush by his fellow hyenas. He yelped in pain, making the two others laugh at him. Shenzi realized that Simba was still running and said, "there he is, there he goes."

"Well, go get him," said Banzai.

"There's no fashion I go there," said Shenzi, "what do you want me to come out like you, cactus ass?"

"But we have to finish the job," said Banzai who was picking the thorns off his behind.

"Well, he's as good as dead anyway," said Shenzi, "and if he comes back, we'll murder him."

Banzai approved Shenzi's idea to let them die out there in the desert. "YES!  YOU SAW THIS," he called, "IF YOU EVER COME BACK, WE'LL MURDER YA!!"

This yell was so loud that it echoed across the desert. The hyenas then turned around to go back to Scar. Simba kept running past the thorn bushes and into the desert. Mufasa's news spread like wildfire.

Back at Pride Rock, later that evening, Scar delivered the tragic news to the pride. "Mufasa's death is a horrible tragedy, but to lose Simba, who had just begun to live…" he reported to the brokenhearted pride.

Sarabi and Nala were the most upset. Zazu comforted Sarabi with his wing as Nala wept under her mother. "…for me, it is a profund and personal loss.  So it is with a heavy heart that I presume the throne…" Scar continued.

As the pride mourned over the loss of their loved ones, shadows appeared over Pride Rock. They were hyenas. Multiple packs of hyenas appeared around the lionesses. "…but from the ashes of this tragedy, we will rise TO GREET THE DAWNING OF A NEW ERA IN WHICH LION AND HYENA UNITE TOGETHER IN A GREAT AND GLORIOUS FUTURE," Scar finished as he climbed Pride Rock's edge to claim the throne.

As the hyenas gathered around Pride Rock, Rafiki watched from a distance. He moaned in sadness over the loss of his old friend and future king. Back at his tree, he looked at the Simba picture he made. He put his hand over it, and wiped it away with his hand.

Out in the desert, Simba was found by vultures lying nearly lifeless under the hot African sun. Vultures circled around him as he lay unconscious. Vultures landed and prepared for a feast. But just as it seemed that all seemed lost, the vultures suddenly spread out in fear. A warthog with a meerkat on his back charged at the scavengers away. "CHARGE," they shouted out.

After all the vultures flew away, the warthog said, "I love it, bowling for buzzards."

The meerkat agreed with his partner. "He takes them every time."

But their celebration was short lived. The warthog noticed Simba lying almost lifeless on the ground. "Uh-oh, hey, Timon," he called to his companion, "it's better if you come, I think it's yet alive."

Timon walked up the body of Simba and after lifting his paw he noticed what it was and panicked. "JEEZ!!  IT'S A LION," he yelled as he got on his warthog friend as he let out a loud, anguished shriek, "run, Pumbaa, move it!"

"Hey, Timon, it's just a little lion," said Pumbaa, "look at him.  He's so cute and all alone.  CAN WE KEEP HIM?!"

"Pumbaa, are you crazy," replied Timon, "you're speaking about a lion.  Lions eat guys like us."

"But he's so small," said Pumbaa.

"He'll become bigger," stated Timon.

"Perhaps he'll be on our side," replied Pumbaa.

With a chuckle, Timon said, "that's the stupidest thing I've ever heard.  Perhaps he'll…"

An idea then rang inside Timon's head. "What if he's on our side…" he suggested, totally taking Pumbaa's idea, "ya know, having a lion around may not be a bad idea."

"Well, we're holding him," asked Pumbaa.

"Sure," replied Timon, "who's the brains in this dress?"

Pumbaa tried to reply, but he didn't know what to say. Timon thought he was the smarter one of the group. "Crap, I'm fried," he said, "let's get away from here and find some shade."

Pumbaa picked up Simba and took him to a place where he could get cool. As Timon and Pumbaa left with Simba, he woke up and noticed his care takers. "You alright, boy," asked Timon.

"I think so," replied Simba.

"You're almost dead," said Pumbaa.

"I saved you," said Timon, who got a snort from Pumbaa.

"Well, Pumbaa helped…a bit," said Timon, having been stood corrected.

"Thank you for your help," said Simba as he started to walk off into the desert, alone.

"Hey, where are you going," asked Timon.

"Nowhere," replied Simba sadly.

As Timon and Pumbaa watched Simba leave, Timon said, "gee, he looks blue."

"I'd say brownish gold," replied Pumbaa, believing that Timon was referring to Simba's color.

"No, no, no, I mean he's depressed," said Timon.

Timon and Pumbaa followed Simba to see what was wrong. "Hey, kid, what's eating ya," said Pumbaa.

"Nothing, he's at the top of the food chain," replied Timon.

Timon then burst out laughing, trying to get the others laughing, but it didn't work. Simba was too saddened to laugh, and Pumbaa felt sorry for the cub. Timon eventually calmed down and said, "well, where you from?"

"Who cares, I can't go back," replied Simba, as he tried to walk away again.

"Ah, you're an outcast," said Timon, "that's great, we are as well."

"What are you doing here," asked Pumbaa.

"Something horrible," replied Simba, "and I don't want to speak about it."

"Good, we don't wanna hear about it," said Timon.

"C'mon, Timon," said Pumbaa, "something we can do?"

"Not unless you change the past," replied Simba.

"You know, kid," said Pumbaa, "in times like this, my friend Timon here says 'you have to put your back in the past.'"

"No, no, no.  Amateur.  Lie down before you get hurt," Timon said to Pumbaa.

"It's you must put your past behind you," said Timon, "look, boy, bad facts happen and you can't do anything about it, right?"

"Right," said Simba tragically.

"WRONG," said Timon quickly, "if the world turns your back on you, you turn your back on the world."

"Well, that's not what I was taught," replied Simba.

"Then perhaps you need a new lesson," said Timon, "repeat after me…"

After clearing his throat, Timon said, "HAKUNA MATATA!!"

"What," asked Simba.

"HAKUNA MATATA," replied Pumbaa, "It means no problems."

Timon: 'Hakuna Matata. What a wonderful phrase.'

Pumbaa: 'Hakuna Matata. Ain't no passin' craze.'

Timon: It means no worries, for the rest of your days.

Pumbaa: It's our problem free, philosophy.

Timon: Hakuna Matata.

Timon and Pumbaa took Simba into the oasis, where he was nursed back to health. Still, Simba was curious about Timon and Pumbaa's phrase. "Hakuna Matata," he asked.

"Yes," replied Pumbaa, "that's our motto."

"What's a motto," asked Simba.

"Nothing," replied Timon, "what is your motto?"

Timon and Pumbaa both burst into laughter. "Do you know what, boy, these two words will solve all your problems," said Pumbaa.

"Exactly.  Take Pumbaa for example," said Timon as he began to sing about his best friend.

Timon: Why, if he was a young warthog…

Pumbaa: If I was a young WARTHOOOOOOGGGGGGG!!

Timon: Very nice.

Pumbaa: Thanks.

Timon: 'He found his aroma lacked a certain appeal. He could clear the savanna after every meal.'

Pumbaa: 'I'm a sensitive soul, though I seem thick skinned. And it hurt that my friends never stood downwind. And oh, the shame.'

Timon: He was ashamed.

Pumbaa: Thought of changing my name.

Timon: Oh, what's in a name?

Pumbaa: And I got downhearted.

Timon: How did you feel?

Pumbaa: Every time that I…

Before Pumbaa could finish his line, he was stopped by Timon who covered his mouth. "Pumbaa," he said, "not in front of the kids."

"Oh, sorry," replied Pumbaa.

They continued their song after Simba's sudden surprise.

Timon and Pumbaa: 'Hakuna Matata. What a wonderful phrase. Hakuna Matata. Ain't no passin' craze.'

Simba felt so much better and decided to sing along.

Simba: It means no worries, for the rest of your days.

Timon: Yeah, sing it, kid.

Both: It's our problem free…

Pumbaa: Philosophy.

All: HAKUNA MATATA!!

Timon and Pumbaa took their new friend deeper into the jungle where they saw a marvelous view of the oasis. "Welcome in our humble home," said Timon.

"Do you live here," asked Simba, who was astonished by the beauty.

"We live where we want," replied Timon.

"Yes," said Pumbaa, "the house is where your seat rests."

"It's beautiful," said Simba.

They all walked together through the jungle where Pumbaa and Simba started getting hungry. "I'm so hungry, I could eat an entire Pillsbury," said Simba.

"Ah, we're fresh out of ideas," said Timon disgusted.

"Some Burger King," asked Simba.

"Nuh-uh," replied Timon.

"Chex," asked Simba.

"No," replied Timon.

"Listen, boy," said Timon, "if you live with us, you must eat like us.  Hey, this looks like a good place to rummage some food."

Pumbaa lifted up a log, revealing lots of huge bugs. Simba was disgusted. "Eww, what is this," he asked.

"A larva," replied Timon, "such as..."

They watched as Timon ate the huge worm. They all found it disturbing. "Ew, lousy," complained Simba.

"Tastes like chicken," replied Timon.

"Subtle, but satisfying," added Pumbaa.

"These are rare delicacies," said Timon as he munched on the different types of insects, "spicy, with a very pleasant crunch."

"You learn to love 'em," said Pumbaa.

"I'm telling you, boy, this is the great life.  Without rules, no responsibilities," said Timon as he picked for more bugs, "AAHH, the small type of cream, and above all, no worries."

Timon offered Simba the insects, and Simba chose one. "Oh, well, Hakuna Matata," he said as he slurped the worm down his throat.

He opened his eyes and reacted with delight. "Subtle, YET SATISFYING," he said.

"That's it," replied Timon.

And so began Simba's new life with Timon and Pumbaa. Years past and he grew bigger and hairier. Eventually he grew into a young lion with a mane. He had forgotten about his responsibilities and enjoyed his life with his new friends.

Timon and Pumbaa: Hakuna Matata, Hakuna Matata, Hakuna Matata, Hakuna…

Simba: It means no worries for the rest of your days.

All three: 'It's our problem free, philosophy. HAKUNA MATATA! HAKUNA MATATA!! HAKUNA MATATA!!!'

The three friends danced off into the jungle as they continued singing about their phrase of no worries or responsibilities in the world.

However, as Simba's life was getting happier and carefree, the Pride Lands did not have any happy circumstances under Scar's rule. The kingdom had transformed from a lush, green and beautiful place, into a wasteland with no food or water for the lionesses or anybody else. Herds of animals have left the Pride lands due to hunger and thirst, leaving nothing for even the hyenas to eat. Scar, was not very worried. Since he assumed the throne, he became selfish and lazy. Inside Pride Rock's cave, he lied on his backside, finishing an animal bone, while Zazu, now a prisoner, was forced to entertain Scar with his singing. "Nobody knows the trouble I've seen," Zazu sang miserably, "nobody knows my despair."

"Oh, Zazu," replied Scar as he threw his bone at Zazu's skeleton cage, "do straighten up.  Sing something with a small bounce in it."

Reluctantly, Zazu did what he said and sang, "IT'S A SMALL WORLD AFTER ALL…"

But Scar was immediately irritated. "NO, no," he yelled, "anything or less."

Zazu came up with another song. "I've got a lovely bunch of coconuts," he sang, "there they are a-standing in a row.  Big ones, small ones, some as big as your head…"

Scar was entertained this time, but Zazu hated his new job. "I would never have had this for Mufasa," he quietly complained.

Unfortunately, Scar heard Zazu and came face to face with him with an angry look. "WHAT," he shouted out, "what did you say?"

"Oh, nothing," Zazu replied nervously.

"You know the law," ordered Scar, "never ever mention this name in my presence.  I AM THE KING!!"

"Yes, sir, you are the king, Heidi…well, I just mentioned it to illustrate the differences in your royal leadership styles," said Zazu, trying to escape Scar's wrath.

The three hyenas came into the cave with complaints. "Hey, boss," said Banzai.

"What is this time," Scar moaned.

"We have a leg to choose with you," Banzai complained.

Under Scar's rule, with the land now a wasteland with no food, even the three hyenas were not happy with how things were turning out. "Scar," said Shenzi, "there's no food, no water."

"Yes," said Banzai, "it's high noon, but we have NO STINKY STARTERS!!"

"It's the lionesses' job to do the hunting," replied Scar.

"Yes," replied Banzai, "but they won't go hunt."

"Oh, eat Zazu," said Scar, casually.

"Oh, you wouldn't hurt me," said Zazu trying to protect himself, "I'd be so tough and deadly and…"

"Oh, Zazu, don't be ridiculous," said Scar, "all you need is a little garlic."

With Scar's back turned, Banzai whispered his opinion of Scar's rule to the other hyenas that were also not happy with Scar. "And I thought facts were bad under Mufasa," he whispered.

"WHAT DID YOU SAY," demanded Scar.

"I said Muf…" before Banzai could say it, Shenzi elbowed him, "uhh, I said…que pasa?"

Banzai didn't get to express his opinion of Scar's rule, but Shenzi saved Banzai from Scar's frustration. "Good, get out now," ordered Scar.

The hyenas walked out towards the cave's entrance. They were still hungry though, so they stopped, "Yes, but we're yet hungry," said Banzai.

"OUT," demanded Scar.

The hyenas ran outside to avoid Scar's wrath from raining down on them.

Later that night, the three friends lay on the grass watching the stars as Simba, Timon and Pumbaa were resting after having a bug dinner. Simba's big belch satisfied their hunger. "Ooh, nice one, Simba," said Timon.

"Thanks," replied Simba, "man, I'm filled."

"Me too," added Pumbaa, "I ate like a pig."

"Pumbaa, you ARE a pig," said Simba.

"Oh, right," said Pumbaa.

The three friends sighed in relaxation and looked up in the sky. Stars were filling the sky. Pumbaa was curious about the stars. "Timon," he asked.

"Yes," replied Timon.

"Have you ever wondered what these glittery points are up there," Pumbaa asked.

"Pumbaa, I don't wonder, I know," Timon replied.

"What are they," asked Pumbaa.

"They're fireflies," replied Timon, "fireflies that got stuck up in that big bluish-black fact."

"Oh, crikey," replied Pumbaa, "I always thought they were balls of gas that burned billions of miles away."

"Pumbaa, with you, everything's gas," said Timon.

"Simba, what do you think," asked Pumbaa.

Simba, however, was nervous about saying his opinion. "I don't know," he said.

But Timon and Pumbaa begged Simba. They really wanted to hear about what he had to say about the stars. Simba sighed and said, "someone once warned me, that the great kings of the past are up there, looking over us."

"Really," asked Pumbaa.

"You mean that a lot of royal dead guys look over us," asked Timon.

Timon and Pumbaa burst out laughing. They thought it was funny. He realized that Simba was thinking about his father. He looked at Simba and the stars, but also got really annoyed with everyone's laughter. It seemed that something was wrong. "Who warned you like this," asked Timon, "what did that do?"

"Yes," said Simba, trying to laugh with his friends, "pretty stupid, right?"

However, Simba thought back to his father. When everyone calmed down, Simba looked up at the stars then got up and walked away. "Was there anything I said," asked Timon.

Simba walked to a cliff and sadly looked up in the sky one last time. He was also upset about Mufasa. Simba then plopped down onto the ground. As he did, pollen and dust flew off the cliff and across the savanna.

The next day, the pollen flew across the desert and came across a baobab tree. As it reached the top, a hand came from below and snatched it up. It was Rafiki. After sniffing it, Rafiki went down his tree branches and examined the pollen while eating a piece of his fruit. Suddenly he realized something. The scent of this pollen was familiar to him. "Simba," he said, "he lives.  HE LIVES!!"

Rafiki grew with excitement. His future king was alive after all. He jumped up, got his stick and came to the Simba picture on his tree, giggling and laughing as he did. Using juice from his fruit, he happily drew a mane across the Simba's head. "It is time," he said.

While Rafiki planned his next move, in the jungle, Timon and Pumbaa walked together, singing "The Lion Sleeps Tonight." "In the jungle, the mighty jungle, the lion sleeps tonight," sang Timon.

As Pumbaa was providing a backup chorus, a blue beetle caught his attention. Timon noticed this and said, "I can't hear you, mate, back me up."

He snuck off after the beetle, leaving Timon alone singing. "Uh, Pumbaa," he called out, "Pumbaa?"

Pumbaa followed the beetle as it flew onto a log. Pumbaa hid behind a tree to avoid getting caught. When he snuck up from behind the beetle, he heard a rustling sound in the grass behind him. "Timon," Pumbaa called out.

There was no reply, so he went on. Pumbaa prepared to eat the beetle he was following. But just as he was about to strike, he saw something in the golden grass. The beetle flew away as he took a closer look. He let out a loud, anguished shriek as the figure charged out of the grass. IT WAS A LIONESS. Pumbaa ran for his life, with the lioness close behind. Timon heard his cry for help. He found him stuck under a tree root as they struggled to get out. "Pumbaa, Pumbaa, what's happening," asked Timon.

"SHE'S GONNA HURT ME," yelled Pumbaa.

"What," replied Timon.

Timon saw the lioness charging towards them and freaked out. Timon tried to get his friend free, but it was no use. "JEEZ, why do I always have to save your…AAHHHH," he shrieked.

Nala jumped in front of Timon and Pumbaa, but before the lioness could reach them, Simba leaped in front of him and engaged into a fight with the lioness. They slashed and roared at each other as Pumbaa tried to get out. Timon comforted his friend. "Don't worry, mate, I'm here for you," he said, "everything will be fine."

Timon turned his attention to the fight and cheered for Simba. "Get her, bite her head," he said,  "go for the jugular, THE JUGULAR!!"

As Timon stayed by Pumbaa's side, the lioness flipped Simba over and pinned him to the ground. But before she could go for the final blow, Simba realized that what she did was something he remembered a long time ago. "Nala," he said.

The lioness got confused and surprised. She backed off, letting Simba get to his feet. "Is it really you," he asked

"Who are you," she replied.

"It's me, Simba," replied Simba.

"Simba," replied the lioness.

Simba nodded yes. A surprised look on the lioness's face turned into happiness. She shouted out with happiness. It was Nala. They were both very happy to see each other. Timon, however, was confused. Why was his friend socializing with a lioness who chased Pumbaa? "Hey, what's going on here," asked Timon upset.

"Timon, this is Nala," replied Simba, "she's my best friend."

"Friend," replied Timon.

"Yes," replied Simba happily, "HEY, PUMBAA, COME OVER HERE!!"

Pumbaa eventually managed to get himself free and looked back at his friends. Simba introduced Pumbaa to his old friend. "Nala, this is Pumbaa," said Simba, "Pumbaa, Nala."

"Nice to make your acquaintance," said Pumbaa.

"Pleasure's all mine," replied Nala.

But Timon was still confused on what was going on. "WOAH, woah," he shouted out, "time out.  Let me get this straight.  You know her, she knows you, but she wants to hurt him, and everybody's alright with this?  DID I MISS THIS?!"

"Relax, Timon," said Simba.

"Wait until everyone discovers you've been here all the time," said Nala, "and your mum.  What was she thinking?"

Although Simba was very happy to see his old friend again, he was being reminded of his past as Nala mentioned his family and friends back at Pride Rock. "She doesn't have to know," said Simba, trying to keep himself from going back, "no one has to know."

"Of course they do," replied Nala, "everyone thinks you're dead."

"They do," said Simba.

"Yes," replied Nala, "Scar warned us about the stampede."

"He did?  What more did he warn you," asked Simba.

"What does that mean?  You're alive, and that means…you're the king," said Nala.

"King," Timon said, shocked, "lady, have you got your lions crossed?"

"King," said Pumbaa, who immediately knelt down to Simba's feet, "your majesty, I'm grieving for your feet."

"Cut that out," said Simba.

"It's not gravel, it's grovel," Timon said to Pumbaa, "and not, he's not the king…are you?"

"No," replied Simba.

"Simba," said Nala, surprised that his friend refused to accept his destiny.

"No, I'm not the king," said Simba, "maybe I should be...but that was a long time ago."

"Let me get this straight," said Timon, "you're the king and you never warned us?"

"See, I'm yet the same guy," replied Simba.

"But with power," added Timon.

"Could you, uh, excuse us for a few moments," asked Nala.

"What she has to say, she can say before us, right, Simba," asked Timon.

Simba knew that this was a personal talk where he said, "perhaps you should go."

Timon and Pumbaa were not pleased with Simba's decision. They walked into the bushes and leaves nearby. "It begins," said Timon, "you think you know a guy."

As Timon and Pumbaa left, Simba said, "Timon and Pumbaa, you learn to love 'em."

But when Simba turned to Nala, she was walking in sadness. Simba walked up to her to comfort her. As he did, Nala said, "it's like you're back from the dead.  You don't know how much this will mean to everyone, what it means to me."

"Hey, it's alright," said Simba calmly.

"I really missed you," said Nala.

"I missed you as well," replied Simba.

As Simba and Nala embraced, Timon and Pumbaa watched from a distance. "I warn you, Pumbaa, this is a stinker," said Timon.

"Oh, sorry," replied Pumbaa, believing that Timon was referring to him.

"Not you," said Timon, "them, him, her, alone."

"What's wrong with that," asked Pumbaa.

Timon: I can see what's happening.

Pumbaa: What?

Timon: And they don't have a clue.

Pumbaa: Who?

Timon: 'They'll fall in love and here's the bottom line. Our trio's down to two.'

Pumbaa: Oh.

Timon: 'Ze sweet caress of twilight. There's magic everywhere. And with all this romantic atmosphere, disasters in the air.'

As Timon and Pumbaa and the friends were watching, Simba and Nala walked through the jungle together. They were falling in love with each other.

Simba and Nala: 'Can you feel the love tonight? The peace the evening brings. The world for once, in perfect harmony With all its living things.'

Simba: 'So many things to warn her, but how to make her see. The truth about my past, impossible, she'd turn away from me.'

Nala: 'He's holding back, he's hiding. But what I can't decide Why won't he be the king I know he is, the king I see inside.'

Simba swung on a vine and landed in the nearby lake. When Nala was looking for Simba, he snuck up on her and pulled her in. She was soaked and wet when she got out, but she knew Simba was having fun. She pushed Simba back into the lake.

Simba and Nala: 'Can you feel the love tonight The peace the evening brings The world for once, in perfect harmony With all its living things'

The sun was starting to set as Simba and Nala ran across the field, chasing each other like they did when they were cubs. They rolled down a hill and landed on a soft pile of leaves.

Simba and Nala: 'Can you feel the love tonight You neeedn't look too far Stealing through The light's uncertainties Love is where they are.'

While Simba and Nala were falling in love with each other, Timon and Pumbaa were not very happy with Simba's new relationship. They were both on the verge of tears when they began their singing lines.

Timon: 'And if he falls in love tonight It can be assumed.'

Pumbaa: His carefree days with us are history

Timon and Pumbaa: In short, our pal is doooooooooooooommmmmmmmmed!

No longer being able to hold it in, they burst out crying over the loss of their friend.

Meanwhile, in another part of the jungle, Simba and Nala were walking over a big log, looking at the views. "Isn't this a great place," asked Simba.

"It is beautiful," said Nala, "but I don't understand something.  You live all this time.  Why didn't you come back to Pride Rock?"

"Well, I just had to get out of it and live my own life," said Simba, "I did it and it's great."

"But we really need you at home," said Nala.

"No one needs me," said Simba.

"Yes, we do," replied Nala, now annoyed, "you're the king."

"Nala, we've been through this.  I'm not the king.  Scar is," said Simba.

"Simba," replied Nala, "he had the hyenas take over the pride lands."

"What," said Simba, who was shocked.

"Everything's been destroyed," continued Nala, "there's no food, no water.  Simba, if you don't do something swiftly, everyone will starve."

But Simba was still upset over his father's loss and started walking away. "I can't go back," he said.

"Why," asked Nala.

"You won't understand," replied Simba.

"What wouldn't I understand," said Nala.

"No, no, no.  It doesn't matter where you go," said Simba, "Hakuna Matata."

"What," asked Nala.

"Hakuna Matata," answered Simba, "it's something that I've learned out here.  Look, sometimes bad facts happen…"

"SIMBA," snapped Nala.

"…and there's nothing you can do about it," finished Simba, "well, why wait?"

"Because it's your responsibility," answered Nala.

"What about you," asked Simba, "you left?"

"I left to seek help, and I found you.  Don't you understand?  You're our only hope," said Nala.

"I'm sorry," replied Simba.

Nala was starting to get mad at Simba for not accepting his responsibility and Simba was getting mad at Nala for bugging him about his past. "What's happened to you," asked Nala, "you're not the Simba that I remember."

"You're right," replied Simba, "I'm not.  Now are you satisfied?"

"No," replied Nala, "only disappointed."

"You know, you start to sound like my father," said Simba.

"Good, at least one of us does that," said Nala.

This really frustrated Simba. He was going to show her a moment or two. He turned around and yelled, "LISTEN, you think you can just show up and warn me how to lead my life, you don't even know what I've been through."

"I would do it if you warn me," said Nala.

"FORGET IT," yelled Simba, who had been fed up with Nala.

"WELL, FINE," snapped Nala.

Simba walked off alone, out of the jungle and onto a grassy field. He walked back and forth in frustration. "She's wrong," he said to himself, "I can't go back.  What would it prove in any case?  It won't change anything."

His stress turned into sadness when he started thinking of his father. "You can't change the past," he said, as he then looked up into the stars and yelled, "YOU SAID YOU'D ALWAYS BE THERE FOR ME!!  But you don't.  It's because of me.  It's my fault.  It's my fault."

As Simba moaned in despair, he heard singing coming from behind them. In the trees, a baboon was shaking the tree branches and singing a jolly tune. "Asante sana, squash banana, we we nugu, mi mi apana," he sang.

Simba turned around and saw the monkey. He immediately became annoyed by his singing and walked off. But this wasn't just any baboon. It was Rafiki. Rafiki had found Simba, but Simba didn't remember him. He watched as his depressed friend walked off and sat on a log, looking at his reflection in the river. But as he gazed at the water, Rafiki appeared again and sang his tune once more. "Asante sana, squash banana, we we nugu, mi mi apana," he sang.

"C'mon," snorted Simba, "do you want to cut it out?"

"Can't cut it away," replied Rafiki, "it'll grow back again."

Rafiki laughed in silliness as the annoyed Simba walked away. Rafiki followed them. "Creepy little monkey," said Simba, "don't you want to follow me anymore?  Who are you?"

"The question is, who are you," replied Rafiki.

Simba's annoyance turned to sadness again. "I thought I knew," he said, "now I'm not so sure."

"Well, I know who you are," said Rafiki as he approached Simba's ear, "come here, it's a secret."

Simba listened carefully, but what he earned wasn't what he thought. Instead, it was the crazy baboon's African chant again. "ASANTE SANA, SQUASH BANANA, WE WE NUGU, MI MI APANA," Rafiki sang upset.

"Enough already," snapped Simba, "what should that mean?"

"It means you're a baboon, and I'm not," said Rafiki who then giggled again.

"I think you're a bit confused," said Simba as he started walking away.

But Simba was stopped by Rafiki, who put his finger on Simba's nose. "WRONG," he said, "I'm not the one who's confused.  You don't even know who you are."

"Oh, and I suppose you know," said Simba, who walked away again.

"Of course," replied Rafiki, "you're Mufasa's boy."

Simba stopped in surprise. He heard the crazy monkey mention his father's name. He didn't remember Rafiki being with Mufasa back in the Pride Lands, but he could not help but be shocked to know someone so wacky and funny, know Simba's father. He turned around to see Rafiki, but he ran off after saying, "farewell!"

"Hey, wait," said Simba, as he gave chase.

He ran as fast as he could to catch up with Rafiki. Simba found Rafiki on a rock, meditating like a wise shaman. "Do you know my father," asked Simba.

"Correction," answered Rafiki, "I know your father."

"I hate to tell you this," said Simba, "but he died a long time ago."

"Nope," replied Rafiki, "WRONG AGAIN!!  Ha, ha, ha!  He lives, and I'll show you.  You follow old Rafiki.  He knows the way.  C'mon!"

Rafiki then went through a twisted jungle area. Simba watched him go. There wasn't enough time though, and Simba followed Rafiki through the branches and vines. "Don't dawdle.  Hurry up," said Rafiki as he leaped from branch to branch.

Simba was overwhelmed by the cramped space he was given and started tripping and peeling through the twisted vines. As he ran to catch up, Rafiki appeared right in front of him with his palm facing up. "STOP," he ordered.

Simba stopped as Rafiki guided him to a water hole. "Look down there," he said silently.

Simba approached the water hole slowly. When he did so, he saw his reflection. He sighed in frustration. "That's not my father, it's just my reflection," he said.

"NO," replied Rafiki seriously, "look harder."

When Simba took another look, the water began to move more quickly. Mufasa's image appeared in the water hole as Rafiki said, "you see, he lives in you."

The wind started picking up and everything suddenly faded dark. Suddenly, he heard a deep voice calling for Simba. "Simba," it said.

"Father," replied Simba.

He looked up in the sky and saw large clouds moving together. A dark figure appeared and started getting brighter and brighter, until it revealed itself as a ghost. But it wasn't just any ghost, it was Mufasa's ghost. "Simba," he said, "you have forgotten me."

"No, how could I," asked Simba.

"You have forgotten who you are, and so have forgotten me," said Mufasa, "look inside yourself, Simba.  You are more than what you have become.  You have to take your place in the circle of life."

"How can I go back," asked Simba, "I'm not who I used to live in Kilimanjaro."

Mufasa lightened up, shining the cloud area. Clouds circled around him as he spoke. "Remember who you are," said Mufasa, "you are my son, and the only true king."

Simba looked in awe. It was a very astonishing sight. The ghost started to fade away. "Remember who you are," he said.

Simba immediately ran after his father as he started to disappear into the dark night sky. "NO, WAIT, PLEASE DON'T GO," he shouted out, "FATHER, wait, don't go."

But the ghost disappeared. Simba stopped running and sat down on a hill. The sky returned to normal and the wind swept through the grass in a snap. "WHAT WAS THAT," said Rafiki, "the weather.  Very peculiar, don't you think?"

"Yes," replied Simba, "it seems that the winds are changing."

"Ah, change is good," said Rafiki.

"Yeah, but it's not easy," corrected Simba, "I know what to do, but going back means that I have to face my past.  I've been running away for so long."

Suddenly, Rafiki lifted his stick into the air and smacked it on Simba's head, causing Simba to experience pain. "OW," he shouted out, "JEEZ, WHAT WAS THAT FOR?!"

"It doesn't matter," replied Rafiki, "it's in the past."

"Yeah, but it still hurts," replied Simba, who was rubbing the spot where the stick hit him.

"Oh, yes, the past can hurt," said Rafiki, "but as I see it, you can either run from it, or learn from it."

Rafiki lifted his stick in the air again and swung it toward Simba. But Simba ducked his head before the stick hit him again. "HA," exclaimed Rafiki, "you understand?  Well, what are you going to do?"

"First," said Simba, "I take your stick."

Simba grabbed Rafiki's stick and threw it away. Rafiki chased after it. "No, no, no, no!  Not the stick," he said.

As he got the stick, he turned around and saw Simba running off. "HEY," he shouted out, "WHERE ARE YOU GOING?!"

"I'M GOING BACK," Simba replied.

"GOOD," yelled Rafiki, "GO AHEAD!  GO AWAY!!"

Rafiki burst into laughter as he raised his stick with victory. He had successfully convinced Simba to go back and face his past. As he yelled in victory, shooting stars appeared in the night sky.

The next morning, back in the jungle, Timon and Pumbaa slept peacefully, dreaming of bugs and grubs. Nala silently approached the sleeping pair and gently nudged Timon, trying to wake him up. "Hey, wake up," she whispered.

Timon opened his eyes and saw Nala's huge blue eyes. He shrieked in terror, waking up Pumbaa, who also yelled. "It's alright, it's just--hey, hey, it's alright!  It's me," said Nala, trying to calm them down.

"Don't ever sneak up on that again," said Timon, "carnivores, oy!"

"Have you seen Simba," she asked.

"I thought he was with you," replied Timon.

"That was him, but now I can't find him.  Where is he," Nala asked.

Rafiki appeared over everyone and said, "you won't find them here.  The king has returned."

Nala rose with excitement. "I can't believe it.  He's gone back," she said.

"Gone back," asked Timon, "what do you mean?"

As Timon looked at Rafiki for a response, he was gone. "Hey, what's going on here," he asked, "WHO'S THE MONKEY?!"

"Simba's away to challenge Scar," replied Nala.

"Who," asked Timon, still confused.

"Scar," replied Nala again.

"Who is this clown," asked Pumbaa.

"No, no, no, it's his uncle," said Nala.

"The monkey's his uncle," asked Timon.

"NO," said Nala upset, "Simba's gone back to challenge his uncle to take his place as king."

"Oh," said Timon and Pumbaa.

Meanwhile, out on the hot African desert, Simba ran past the dunes. He had travelled a long way, but he knew that he had to get to Pride Rock. He slowed down when he came to a wasteland with broken trees and animal skeletons. But Simba realized something terrible. It wasn't just any wasteland. It was the Pride Lands as it was under Scar's rule. He looked at the destroyed lands. He was horrified by his discovery. He kept walking until he saw Pride Rock in the distance. Before he could advance any further, he heard Nala's voice. "Simba, wait up," she said.

Nala caught up with Simba. "It's terrible, isn't it," she said.

"I didn't want to believe you," said Simba.

"Why did you come back," asked Nala.

"I eventually got a feeling in me," said Simba, "and I have the bump to prove it.  Besides, this is my kingdom.  If I don't fight for it, who will?"

"I'll do that," replied Nala.

"It's gonna be dangerous," warned Simba.

"Danger," said Nala, "HA!!  I laugh in the face of danger.  Ha, ha, ha, ha!"

"I don't see anything funny about this," said Timon, as he and Pumbaa caught up with the two lions.

"Timon?  Pumbaa?  What are you doing here," asked Simba.

"At your service, my liege lord," said Pumbaa as he bowed before Simba.

"Well, we're gonna fight your uncle for this," asked Timon.

"Yes, Timon," replied Simba, "this is my house."

"Speak about your fixer-upper," Timon whispered, "well, Simba, if it's reluctant to you, we're with you to the end."

With everything sorted out and everyone accounted for, Simba, Nala, Timon and Pumbaa prepared for their confrontation with Scar. The clouds started moving towards Pride Rock, signifying a storm coming. They knew they had some work to do. Later in the afternoon, the four snuck under logs and dead bushes, trying to keep out of sight of the hyenas guarding Pride Rock. "Hyenas," said Timon, "I hate hyenas.  Well, what's your plan to get past these guys?"

"Live bait," replied Simba.

"Good idea," said Timon.

But Timon realized that Simba was referring to him. "HEY," he complained.

"C'mon, Timon," whispered Simba, "you guys have to create a distraction."

"WHAT DO YOU WANT ME TO DO, WEAR A SKIRT AND DO THE HULA," shouted out Timon.

A drum beat was heard behind the hyenas as they turned. They saw Timon in a hula skirt and Pumbaa with an apple in his mouth. "LUAU!!  If you're hungry for a hunk of fat and juicy meat, eat my buddy Pumbaa here because he is a treat.  C'mon down and dine on this tasty swine.  All you have to do is get in line," sang Timon.

The hyenas stuck out their tongues. They were presented to this diversion. As they approached the Hawaiian pair, Simba and Nala snuck behind the hyenas, unseen.

"Are you aching," sang Timon.

"Yup, yup, yup," sang Pumbaa.

"For some bacon," sang Timon.

"Yup, yup, yup," sang Pumbaa.

"He's a big pig," sang Timon.

"Yup, yup," sang Pumbaa.

"You can be a champion as well, oy," sang Timon.

As they finished their song, Timon and Pumbaa found themselves surrounded by hungry hyenas. Their distraction had worked. They shrieked and made a mad dash for their lives. The hyenas chased after them in hot pursuit. While Timon and Pumbaa ran, Simba and Nala proceeded to encounter Scar.

Simba and Nala made it to Pride Rock, still unnoticed by the hyenas. "Nala," said Simba, "you find my mother and gather the lionesses.  I'll deal with Scar."

Nala went one direction to find the pride, while Simba went a separate direction alone. He found Scar standing on one of Pride Rock's edges from Simba's perspective. As Simba crept down and approached his uncle, but suddenly, a banshee's shriek was heard.

"SARABI!!" Scar shouted out loud and long that his mother's name echoed throughout Pride Rock and Simba gasped as he saw his beloved mother walk through the crowd of growling hyenas and towards the top where Scar was. Simba frowned. Sarabi looked much older, malnourished and very unhealthy. What was he thinking? "Yes, my Lord," she said.

"Where's your hunting feast?  They're not doing their work," Scar demanded.

"Scar, there's no food.  The herds have moved away," she said calmly.

Scar knew that she was right, but his pride was too high to believe anything she said. "NO!!  You're just not trying hard enough," he argued.

Sarabi sighed. "It's over, Scar.  There's nothing left.  We have only one choice.  You need to leave Pride Rock," she said, hoping he would agree, but it was a lost hope.

"We won't go anywhere," Scar snarled.

Sarabi's eyes widened with fury. "Then you are sentencing us to die."

"Well, then," Scar said cruelly.

Sarabi gasped and so did Simba. "You can't do this," she stated.

"I am the king!  And I can do anything I want," Scar said like a spoiled brat.

Sarabi frowned at him. "If you were half the king Mufasa was…" she started, defending her dead husband's honor, but Scar lost his temper.

"I AM TEN TIMES BIGGER THAN MUFASA," he growled at her and then hit her across the face, knocking her onto the ground. That did it. The festival was ruined and he eventually couldn't handle being around these morons any longer.

That was the last straw. After seeing his uncle smack Sarabi, Simba appeared before his uncle, enraged. How dare he hurt his mother? Roaring in frustration while purposely flinging the hyenas into a big ball of violence, Simba shouts, "YOU!!"

Scar reacted with fright. He thought it was Mufasa, but it wasn't. "Mufasa," said Scar, "no, it can't be."

Scar backed away as Simba approached his injured mother. Sarabi looked up and saw the lion that looked like her husband. "Mufasa," she asked.

"No, Mother," replied Simba, "it's me."

Sarabi was surprised to see what she thought was long gone. "Simba?  You came back?  How bad could it be," she asked.

"That's not a problem," replied Simba, "honest."

"Simba?  Simba!  I'm a little surprised to see you RETURNED," Scar said as he turned to his three main hyenas with fury.

Shenzi, Banzai and Ed backed away in fear as Simba approached his uncle. "There is one good reason why I shouldn't tear you apart," said Simba.

"Now, Simba, you must understand," said Scar, "the pressures that dominate a kingdom…"

"It's not yours any longer," added Simba, "step down, Scar."

"Oh, well, I would, I guarantee you," said Scar, "however, there is one little problem.  You see them?"

Scar pointed above him and Simba saw hundreds of scary hyenas. "They think I'm the king," said Scar.

"No, we don't," said Nala, who appeared with the entire pride, "Simba's the legitimate king."

"The choice is yours, Scar," said Simba, "either step down or battle."

"Oh, must it all end in violence," asked Scar, "I don't like being responsible for the death of a cast member.  Won't you agree, Simba?"

"It doesn't work, Scar," replied Simba, "I've put it behind me."

"Yes, how are your faithful subjects?  Have they put it behind them," asked Scar.

Nala started becoming suspicious. "Simba, what is his story about," she asked.

"Ah, where I haven't warned you of your little secret," said Scar, "well, Simba, now's your chance to warn them.  Please warn the responsible person for Mufasa's death!"

Simba was extremely reluctant, but after seeing everyone confused and suspicious, he decided to confess. "I am," said Simba.

The lionesses gasped in horror. They discovered why their true king had vanished and never returned in years. Sarabi approached her son and said, "it's not true.  I warn myself that it's not true."

Simba hated the upset look on his mother's face, but had no choice but to say, "it's locked."

"You see," said Scar, "HE ACKNOWLEDGES IT, MURDERER!!"

"No," replied Simba, "it was an incident."

"If it's not for you, Mufasa would yet be alive," snapped Scar, "because of YOU, he's dead!  Do you deny it?"

"No," replied Simba.

"THEN YOU'RE GUILTY," said Scar.

"No, I'm not a murderer," snapped Simba.

Simba found himself surrounded by hyenas and his angry uncle. They were forcing Simba over Pride Rock's edge. "Now, Simba, you're in trouble again," said Scar, "but this time, my father isn't here to save you, and now EVERYONE KNOWS WHY!!"

Simba went too close to the rock's edge and nearly fell off. He pierced his claws into the rock to hold on. Scar watched him struggle. Simba was now in big trouble. "SIMBA," yelled Nala.

A bolt of lightning struck the ground, causing a massive fire to erupt and rampage the barren land. As Simba struggled to get himself back up on Pride Rock, Scar said, "now this looks familiar.  Where have I seen this before?  Let me think.  Oh, yes, I remember.  This is just the fashion your father looked before he died."

Simba was inches from falling off Pride Rock and into the fire below. Believing that he had won, Scar pierced Simba's paws with his claws and whispered, "and here's my little secret.  I…murdered…Mufasa."

Simba was then sent to a flashback moment when his father fell into the raging wildebeest stampede. His heart was now filled with rage and anger. "NoooooOOOO," he yelled as he leaped back onto the rock and pinned his uncle to the floor. "MURDERER," he yelled.

The lionesses reacted with shock. "No, Simba," begged Scar, "please! Please excuse me, forgive me for disturbing."

"Warn the truth to them," demanded Simba.

"Truth," asked Scar, "but the truth is in front of the viewer..."

Simba, angrier than ever, put his paw over Scar's throat, choking him in the process. "OK, that's it," said Scar. "I knew it," he whispered.

"They can hear about you," demanded Simba.

An angry grin came across Scar's face. "I…MURDERED…MUFASA," he yelled.

The lionesses, now understanding the truth, charged at Scar, but they were intercepted by the hyenas, who charged to defend their master. The hyenas piled on Simba, releasing Scar, allowing him to get away. But as the hyenas piled on Simba, Timon and Pumbaa appeared, charging into the battle, and ramming every hyena in their path. Simba tore into several hyenas until he got pinned down by another one, but a stick slammed into the hyena. It was Rafiki. With a shriek, he leaped down into the fight. As hyenas moved in to attack, Rafiki jumped into the air and delivered a kung fu performance. He kicked and smacked every hyena that approached him.

Shenzi, Banzai and Ed, still in the battle, chased Timon into a cave. This was where Zazu was being held prisoner. "Please let me go, please let me go," he begged.

"Let me in, let me go," replied Timon, who got in the cage.

The hyenas approached and licked their lips. But before they could attack, Pumbaa appeared at the cave's entrance. "Hey," said Banzai, "who's the pig?"

"Are you talking to me," said Pumbaa.

"Uh-oh, they called him a pig," said Timon.

"Are you talking to me," said Pumbaa again.

"Don't do it," said Timon.

"ARE YOU TALKING TO ME," yelled Pumbaa.

"Now they're falling it," said Timon.

"THEY CALL ME MR. PIG," yelled Pumbaa.

With a loud battle yell, he charged at the hyenas like a powerful battering ram, breaking Zazu's cage in the process. Ed watched from outside, and after seeing the three fighters beat up the hyenas, he turned around and ran off, with Shenzi and Banzai close behind. Timon, Pumbaa and Zazu appeared from the cave, victorious.

Simba got out of the massive battle and scanned the area, looking for his uncle. He found him sneaking away. Simba angrily charged after him as he ran higher above the burning Pride Rock. He came to the top of Pride Rock, trapped, as Simba appeared and slowly approached him. "Murderer," he said.

"Simba, Simba, please, please have mercy.  I beg your pardon," Scar begged.

"You're not worth living," replied Simba.

"Simba, I…am…oh…family.  It's the hyenas that it's a real enemy," said Scar, trying to save his own skin, "it was their fault, it was their idea."

However, little did Scar know, that Shenzi, Banzai and Ed secretly followed Simba to aid Scar. But after hearing Scar blame them for Mufasa's death, they growled in anger and backed away. "Why should I believe you," asked Simba, "all that you have warned me was a lie."

"What are you going to do," asked Scar, "you wouldn't hurt your own brother."

Simba realized that Scar had a great point. If Simba murdered his uncle, he would end up just like how Scar ended up until he murdered Mufasa. Then instead of murdering Scar, he decided to spare Scar's life. "No, Scar.  I don't like you," he said.

"Oh, Simba, thank you," replied Scar, "you are truly noble.  I'll make it up to you, I promise.  And how can I prove myself to you?  Warn me something."

"Execute, run away, Scar, get out of here and never come back," ordered Simba, repeating the words he heard years ago.

"Yes," Scar said as he started to walk away, "of course.  As you wish, YOUR MAJESTY!!"

But Scar was not giving in easily. He quickly swiped his paw at a small pile of flares, sending them into Simba's face, blinding him. Scar then attacked his nephew. Eventually, Simba regained his eyesight and fought back. They tore at each other with fury. They swiped at each other. Scar got the upper hand when he swiped Simba, sending him backwards. As Simba looked up, he saw Scar emerge from the massive flames with his razor sharp claws ready to kill. Simba gritted his teeth and right when Scar was about to land for the kill, Simba kicked him with his hind legs. This sent Scar plummeting down Pride Rock and onto the African floor. He slowly got to his feet and saw Shenzi, Banzai and Ed looking at him, all of whom were angry at him. "Ah, my friends," Scar said.

"Friends," replied Shenzi, "I thought our side won."

"Yes," agreed Banzai, "that's what he did alright."

"Ed," said Shenzi and Banzai at the same time.

Ed let out an evil laugh and licked his lips. The other hyenas did the same thing. They approached their former leader with the rest of the surviving hyenas. Scar begged them to understand that he never meant what he said. "No, let me explain," he begged, "no, I can't understand it.  NO, I DIDN'T MEAN IT!!"

But the hyenas ignored Scar's pleas and devoured him alive together, as they were engulfed in the fire flames, sealing Scar's fate, once and for all.

A thunderstorm came and rained down on the fire, melting it away. The fire was gone and so were the hyenas. Simba appeared before his friends who all congratulated him for his victory. He found Sarabi and Nala and embraced with them. Suddenly, he heard a rattling noise. He turned around and saw Rafiki, pointing his stick to the edge of Pride Rock. As Simba approached the baboon who helped him get this far, they all bowed before their rightful ruler. Simba, completely speechless, lifted his paw out and pulled Rafiki towards him, giving him a hug. "It is time," said Rafiki.

Simba then turned around and climbed the edge of Pride Rock as the rain came down. Sarabi, Nala, Zazu, Timon and Pumbaa watched as Simba walked higher and higher until he reached the rock's edge. When Simba made it to the top, he heard thunder and looked up into the sky. He heard Mufasa's voice in the clouds. "Remember," he said.

At long last understanding his destiny, Simba let out a powerful roar, in which all the lionesses joined. And so, with the return of the true lion king, the Pride lands returned to its natural, beautiful self. Herds of animals returned to the kingdom as vegetation returned and flourished across the land. Herds of animals gathered around Pride Rock to celebrate the birth of Simba and Nala's new cub. Simba looked down happily upon his kingdom, with Nala, Timon and Pumbaa by his side, while Zazu flew overhead. Rafiki appeared with Simba and Nala's cub and lifted it high into the sky, allowing everyone to see it.

Executive Producers DENNIS DESHAZER SHERYL STAMPS LEACH

Senior Producer JIM ROWLEY

Producers JEFF GITTLE LINDA HOUSTON MARTHA DATEMA LIPSCOMB

Director BRUCE DECK

Writer MARK S. BERNTHAL

Production Designer JESS NELSON

Musical Director BOB SINGLETON

Lyricists/Composers STEPHEN BATES BALTES LORY LAZARUS

Performance Director PENNY WILSON

Educational Specialists MARY ANN DUDKO, Ph.D. MARGIE LARSEN, M.Ed.

Cast: Voice of Barney... BOB WEST Barney's Body Costume... DAVID JOYNER Voice of Baby Bop... JULIE JOHNSON Baby Bop's Body Costume... JEFF AYERS Voice of B.J. ... PATTY WIRTZ B.J.'s Body Costume... JEFF BROOKS

Cast: Shawn... JOHN DAVID BENNETT, II Tosha... HOPE CERVANTES Stella the Storyteller... PHYLLIS CICERO Jason... KURT DYKHUIZEN Kathy... LAUREN KING

Cast: Juan... MICHAEL KROST Carlos... COREY LOPEZ Min... PIA MANALO Kenneth... NATHAN REGAN Julie... SUSANNAH WETZEL

Associate Director ERIC NORBERG

Stage Manager TERRIE DAVIS MANNING

Lighting Design BERNER & BRILL LIGHTING DESIGN, INC.

Editor MCKEE SMITH

Audio Director DAVID M. BOOTHE

Art Director ELIZABETH SAGAN VELTEN

Wardrobe Supervisor/Designer LISA O. ALBERTSON

Technical Operations Supervisor RANDY BREEDLOVE

Video Engineer BINK WILLIAMS

Camera Operators LARRY ALLEN TOM COX OZ COLEMAN BRUCE HARMON

Production Audio RONALD G. BALENTINE

Boom Operators JAMES JOHNSON DAVID M. ROBERTS

Lighting Director CASEY COOK

Key Grip BUZ CANNON

Lighting Board Operator TODD DAVIS

Grip/Electric JAMES EDWARDS

Construction Supervisor CHARLES BAILEY

Craft Shop Supervisor RAY HENRY

Art/Craft Coordinator AMY ATHERTON

Set Dresser AGGIE DAVIS-BROOKS

Draftsperson CHRISTOPHER MCCRAY

Craft/Prop Artist MARK BROGAN

Props/Special Effects DAVID COBB

Carpenters TY M. BURNS DANNY SMITH

Scenic Painter E. (BILL) SLETTE

Swing Crew CARMELO GOMEZ

Costume Shop Manager GEORGIA FORD WAGENHURST

Costume Technician D.J. SEGLER

Costume Sewing NATALIE SERGI-SAARI SUSIE THENNES

Make-Up Designer JEANIE L. D'IORIO

Hair Stylist DEBRA HERTEL HAEFLING

Costume/Wardrobe Assistants BRIAN N. BLEVINS JANET BUSH CHRISTINE STOLP

Field Producer SANDY JANTZEN

Post Videotape DUDLEY ASAFF

Dialogue Editor DENICE CROWELL

Post Production Audio CRAIG CHASTAIN

Production Office Manager SUE SHINN

Script Supervisor CATHERINE REYNOLDS

Production Coordinators JULIE HUTCHINGS KELLY MAHER

Production Accountant DEBBIE COTTLE

Production Secretary AUSTIN GRAY

Asst. to Performance Director DAVID VOSS

Production Assistants BRADEN MCDONALD JOEL ZOCH

Barney Music Department JILL HANCE CHARLES KING JONAHTAN SMITH

For Singleton Productions, Inc. BRADFORD COLEMAN LARRY HARON MIKE PIETZSCH

Educational Research Staff KIMBERLY THORNTON, M.Ed. JOY STARR

Children's Teachers SANDRA GILPIN  HAMODY GILPIN

Children's Supervisors MARY EVANS MAGAN CRAWFORD

Barney and the Backyard Gang™ and Barney & Friends® were originally developed by Sheryl Leach, Kathy Parker and Dennis DeShazer.

Vocal Performances Enhanced with Help from Singleton Productions, Inc.

"I Love You" • Lyrics by Lee Bernstein (BMI)

Special Thanks to Tom Rennen of Intelligent Light Digital Imaging Cochran Chapel Child Development Center

Original Barney, Baby Bop and B.J. Costumes by IRENE COREY DESIGN ASSOCIATES

Produced by THE LYONS GROUP AND CONNECTICUT PUBLIC TELEVISION

For Connecticut Public Television Executives in Charge LARRY RIFKIN SHARON BLAIR

Executive in Charge RICHARD C. LEACH

BARNEY & FRIENDS • A Splash Feast, Please Copyright 1994 • Lyons Partnership, L.P.