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Script

Introductory Notes

This is a transcription of the script of Simba's Pride done by Brian Tiemann, first released on October 27, 1998, the official release date of the Simba's Pride video.

In the interest of maintaining an "authoritative" version of this script, please note that the central distribution of it is at http://www.lionking.org; please link to this URL rather than making a local copy, if at all possible. If you notice any inconsistencies or errors, please do not hesitate to e-mail a correction.

The Lion King, Simba's Pride, and all their related work and ideas are copyright © 1994, 1998 the Walt Disney Company and its distributors. This is a script written from viewing the movie, for the benefit and reference of fans. Please do not charge money for the distribution of this script.

Legend

This script contains not only the final text of the movie as released, but also some scenes and dialogue that was present as of several weeks before the movie's release but cut from the final version. Material that existed only prior to release is shown in gray text; in cases where dialogue or directions were changed/replaced in the final version, the original appears in gray and the replacement material appears in blue text. All other material matches the released video version, and is shown in white.

Contents

Credits

Stinger (Cut Scene)

The Cast

(In order of appearance)

Rafiki	A mystical mandrill; He is the pride's medicine man, shaman, and seer. He can communicate with the spirits of the Great Kings of the past, and was a great friend of Mufasa when Simba was a cub. He lives in a baobab tree some distance from Pride Rock, painting in order to develop his prophecies. (Robert Guillaume)
Zazu	The majordomo to the King. As much a fussbudget as ever, if perhaps a bit more scatterbrained, Zazu maintains the household and advises Simba in matters of royal protocol. (Edward Hibbert)
Simba	King of the Pride Lands. Simba has grown since we last saw him; he is now nearly as imposing as his father Mufasa was, and he takes his role in life much more seriously. One might even think that the trauma he suffered in his first movie was enough to make him somewhat reactionary and overprotective; he will spare no effort to preserve the Circle of Life and to keep his daughter Kiara from being hurt. (Matthew Broderick; Cam Clarke [s])
Nala	Queen of Pride Rock, and Simba's mate. She is dignified and regal now, only showing her more playful side in private conversation with Simba; at all other times, she commands respect from the lionesses in her pride. (Moira Kelly)
Kiara	Simba's daughter, the Princess and heir to Pride Rock. As a cub, she is even more flighty and irresponsible than Simba was, and yet she has a sharp wit and a strong will. She grows into a lioness who, while a very poor hunter, is more concerned with making her father see another side to the Circle of Life, one which will allow him to follow Mufasa's example and yet to make the right decisions for the Pride. (Cub: Lacey Chabert; Charity Sanoy [s]. Adult: Neve Campbell; Liz Calloway [s])
Timon	The wisecracking meerkat with the "no-worries" attitude has become employed by Simba as his royal babysitter. He takes it upon himself to instruct Kiara in the things which make life really worth living-- how to take it easy. Yet he respects and fears Simba's temper as King, and would do nothing (intentionally) to let him down. (Nathan Lane)
Pumbaa	Timon's warthog buddy still suffers from his flatulence and slow wits; he serves best as transportation and heavy-lifting machinery, but is the other half of Simba's trusted nanny service. (Ernie Sabella)
Kovu "Scar"	Cub of Zira, and the one chosen by Scar to rule after him; Kovu was banished to the Outlands when Simba regained power after the death of Scar. According to Scar's dying wish, Zira is committed to training him to avenge his death by killing Simba and retaking Pride Rock. Kovu's views on the matter change after he meets Kiara and hears the story of Scar from Simba's mouth. (Jason Marsden; Gene Miller [s])
Zira "Hate"	The mate of Scar during his reign; Zira cherishes the memory of the dark lion, and her greatest desire is to see Simba dead and herself and Kovu as the rulers of the Pride Lands. With her three cubs, Kovu, Nuka, and Vitani, she leads the pride of Outsiders in the desolate Outlands, well beyond the borders of the Pride Lands. (Suzanne Pleshette)
Nuka "Stink"	Zira's eldest son. He is best described as a "dork"; fancying himself as smart and of great leadership quality, he is a mangy, parasite-ridden, bony misfit with very few positive qualities. His foremost desire is to prove his worth to his mother. He turns out to have some disturbing leanings toward pyromania. (Andy Dick)
Vitani	Zira's only female cub is devious and malicious; she is Zira's most trusted ally in her schemes, and indeed she grows to look very much like Zira in her adulthood. However, she is the first to be swayed by Kiara's wisdom and to abandon Zira to her futile vengeance. (Jennifer Lien; Crysta Macalush [s])

The Script

The Presentation of Kiara

{Sunrise over the Pride Lands. Animals of all tpes make their way to Pride Rock: Elephants, giraffes, wildebeest, antelope, hippos-- all very much as in the opening of TLK.}

	[ He Lives In You ]

BS:	Ingonyama nengw' enamabala

MS:	Night And the spirit of life Calling

BS:	Oh, oh, iyo
MS:	Mamela
BS:	Oh, oh, iyo

MS:	And a voice With the fear of a child Answers

BS:	Oh, oh, iyo
MS:	Oh, mamela
BS:	Oh, oh, iyo

{Rafiki is standing on the tip of the Pride Rock promontory, exhorting the animals gathering below him.}

RAFIKI:	Ubukhosi bo khokho We ndodana ye sizwe sonke

MS:	Wait There's no mountain too great
BS:	Oh, oh, iyo
MS:	Hear the words and have faith
BS:	Oh, oh, iyo
MS:	Have faith

BS:	Hela hey mamela

{Mufasa appears in the clouds; Rafiki is blown by the wind, and he gestures to all the gathered animals below, who bow down before the image.}

CHORUS:	He lives in you He lives in me He watches over Everything we see Into the water Into the truth In your reflection He lives in you

{On "In your reflection", a giraffe looks up, and Zazu flies in towards Pride Rock. Simba and Nala are there; Rafiki takes Kiara from Nala's mouth and holds her up before the assembled crowd. The animals all cheer, and Simba and Nala are blown by the wind from the approving figure of Mufasa.}

	{third verse repeats}

	{chorus repeats}

{Kiara struggles playfully in Rafiki's grip. After much cheering from the crowd, he lowers her to be nuzzled by Nala. Timon and Pumbaa stand nearby.}

TIMON:	Ah, Pumbaa-- look at that little guy. A chip off the old block! And you gotta know who's gonna raise 'im...

PUMBAA:	His parents?

TIMON:	{pause} Okay sure, get technical. But who's gonna teach him the really important stuff? Like how to belch? {burp} And dig for grubs? {jumps down} I'm telling ya, buddy... it's gonna be like old times. You, me... and the little guy.

RAFIKI:	{chuckles} It is a girl.

TIMON:	...Girl.

TIMON and PUMBAA:	Girl?!

TIMON:	Oy!

{Timon and Pumbaa collapse in a dead faint. Cut to title.}

Another Cub

{Thunder and wind. Camera passes some calmly grazing antelope; we close on Rafiki's tree.}

RAFIKI:	Asante sana Squash banana We we nugu Mi mi apana!

{We see he is painting on the trunk of the tree: a new cub, with the ceremonial mark across the forehead, next to the old drawing of Simba}

	{laughs} Ahh, Kiara...

{Wind blows Rafiki's hair wildly, signifying Mufasa's presence}

	Ooh, Mufasa! Such a day this has been! Princess Kiara's birth... another Circle of Life is complete, and the Pride's future is once again secure.

{Wind blows at the paintings, scattering some of the markings}

	Aaah! Stop it, stop it, stop it! Mufasa-- look what you are doing! The Circle is broken now. Why do you--

{He pauses, understanding}

	Ooh... there is trouble in the Pride Lands. {he looks toward the edge of the painting, at a rough black lion figure} There is another cub? Hmm... where could this be? {realization comes to him with a puff of wind} In the Outlands...

{Camera switches to the Outlands, slowly zooming in. The landscape is a barren desert, with strange rock formations everywhere. Rafiki's voice continues in narrative.}

	But that is where Simba banished Scar's followers. Including his most loyal... Zira.

{An insect lands on the ground; immediately, Kovu appears, pouncing.}

KOVU:	Rrrah!

{Kovu opens his paws to reveal the insect, buzzing; he smiles and opens his paws, releasing it to fly away.}

ZIRA:	Kovu!

{Camera switches to Zira, who is supervising. She snatches the insect from the air and smashes it to the ground.}

	Don't let it go. What's the matter with you?

KOVU:	But Mother! He wasn't hurting anyone--

ZIRA:	There is no room for weakness here, my son. Remember... Scar took you in and accepted you as his own son.

{Zira has moved close and pulled Kovu against her. Kovu seems doubtful.}

KOVU:	But he wasn't my father.

ZIRA:	No... but he chose you to become the next King. When you rule, we shall no longer be forced to live in these dry, barren, disgusting, pathetic, termite-infested Outlands!

{Zira is swatting at the ground, railing against fate. Kovu looks down, in quiet agreement. Suddenly, Nuka and Vitani come bounding in from off-screen, fighting to be the first back with the news.}

NUKA and VITANI:	Mother! Mother! Mother!

{Nuka and Vitani are speaking over one another, trying to get the first word in.}

NUKA:	We were there-- in the Pride Lands. We saw the whole thing!

VITANI:	At Pride Rock. We saw everything!

NUKA and VITANI:	We saw Simba's cub!

ZIRA:	What? Vitani-- what did you see?

VITANI:	Simba's new cub is a girl!

ZIRA:	A girl! {laughs} Scar, my beloved... did you hear that? This couldn't be more perfect.

NUKA:	Who's she talking to?

VITANI:	Ssshhh. Scar.

NUKA:	{gasps} Where? Where?

VITANI:	Scar's dead... genius.

ZIRA:	Yes! Because of Simba... if not for him, Scar would still be King. And I, Zira-- his loving, devoted Queen!

NUKA:	You know, speaking of kings... I was thinking, since I am the oldest... maybe I should be King! Huh?

ZIRA:	Uh? Don't be a fool, Nuka.

NUKA:	Heh heh... just a thought.

{Nuka has rolled over subserviently on his back.}

ZIRA:	Kovu is the chosen one. We must fulfill Scar's dying wish, and train Kovu to become King.

NUKA:	Oh... yeah.... oh, yeah. I can do that!

{Zira climbs up on a rock point to gaze out over the land. The others follow.}

ZIRA:	Look... at the Pride Lands, my pets. So green... so inviting. That is our home... that is where we belong. And soon, my beloved Scar... we shall reclaim your kingdom.

"Who Does She Remind You Of?"

{Camera zooms slowly back to Pride Rock, where Kiara is playing at Simba's paws atop Pride Rock, gazing down over the side.}

KIARA:	Wow.

{She giggles continuously, and Simba catches her as she comes near the edge.}

SIMBA:	Whoah. Where do you think you're going in such a hurry?

{Kiara wriggles in Simba's grasp as he moves her to safety.}

KIARA:	Daddy! Let go!

{She keeps giggling as she tries to escape}

SIMBA:	Well, I just want you to be careful.

{She pounces after a butterfly; Simba steps on her tail to pin her down.}

	Kiara... are you listening? Accidents can happen. You could easily get hurt, or stepped--

{Kiara says this well-practiced line along with Simba, and finishes it for him.}

KIARA:	...Hurt, or stepped on, or even get lost.

SIMBA:	And remember,... I want you to stay in sight of Pride Rock at all--

KIARA:	At all times, I know. {She's testy at the repetitive warning; she continues reciting} And if I see any strangers, don't talk to them. Come straight home. Okay, okay. Can I go now? Please?

{Nala and Zazu enter. Simba exchanges a glance with Nala, reminiscent of when they played out this same scene as cubs}

SIMBA:	Hmm. Very funny.

NALA:	{laughs gently} Mind your father, Kiara.

KIARA:	{giggles} Yes, mom.

SIMBA:	And stay away from the Outlands.

ZAZU:	Nothing there but a bunch of backstabbing, murderous Outsiders!

SIMBA:	Zazu's right... you can't turn your back on them.

{Kiara is curious.}

KIARA:	Really? How come?

SIMBA:	Mmm... never mind. Just run along now.

KIARA:	But Dad, I--

SIMBA:	You'll understand someday. Go on.

KIARA:	Dad...

{He runs a paw over her, then nudges her off; she resumes giggling and runs off down Pride Rock.}

SIMBA:	And stay on the path I've marked for you!

NALA:	{chuckles} Simba. Who does she remind you of? Hmm?

SIMBA:	{cluelessly} Huh? What? Who?

NALA:	She's just like you were when you were young.

SIMBA:	Exactly. Do you realize the dangers we put ourselves in?

{She tackles Simba and puts him on his back.}

NALA:	You mean the dangers YOU put us in.

{They chuckle and nuzzle for a few moments, then Nala gets up.}

NALA:	She'll be fine.

{She moves off. Simba waits till she is out of earshot.}

SIMBA:	Hey, Timon. Pumbaa. Come here.

{Timon enters, on Pumbaa's back.}

TIMON:	Good morning, mon Capitan.

SIMBA:	I want you to keep a close watch on Kiara. You know she's bound to run off.

TIMON:	No worries, Simba. We're on her like stink on a warthog!

PUMBAA:	Hey!

TIMON:	It's the hard truth, Pumbaa. Live with it.

SIMBA:	Guys, I'm counting on you. Danger could be lurking behind every rock.

{Timon looks quizzically at Simba, then takes him mock-seriously.}

TIMON:	Ah hah. {He and Pumbaa begin looking theatrically from side to side, scanning behind every rock...}

{Camera shifts out to the open savannah. Kiara is walking through the tall grass, chasing a butterfly.}

KIARA:	Hey! Wait! Come back! I just wanna play! {She sees the butterfly land, and crouches to attack} Ahhh... the mighty hunter has cornered her prey. {snarls} Errrrh!

{Kiara's pounce takes her up the side of a small rise, from which she can see a distance into the Outlands.

KIARA:	Whoah... cool! The Outlands! I wonder what's out there...

{A rustling in the grass behind her draws Kiara's attention. She turns, and the grass separates.}

KIARA, TIMON, and PUMBAA:	Eeeeek! {squeals of fright and surprise}

{Kiara is frightened backwards, and falls off the far side of the knoll into a pool below. Pumbaa gets set to leap after her; Timon jumps off just as he throws himself into the pool.

PUMBAA:	Oooh, don't worry, Kiara-- Uncle Pumbaa's comin'!

TIMON:	Oh, no... ohh... uh... uh... let's see, uh... {he goes in-character as though talking to Simba} Gee, Simba. The good news is, we found your daughter. The bad news is, we dropped a warthog on her. Is... there a problem with that?

PUMBAA:	{looking from side to side in the water} Kiara? Kiara?

TIMON:	Pumbaa! Let me define "babysitting"!

PUMBAA:	{He finds Kiara underneath him, spluttering, and he gets off.} Sorry. Now, Princess Kiara... as Simba's daughter, you know better than to go off all alone. You could have been hurt!

KIARA:	But... but...

TIMON:	Hurt! Oh... Simba would kill us! You didn't slip a disc, did you?

KIARA:	B-but--

{Timon checks to make sure Kiara is intact}

TIMON:	Catch a fever? Get a hangnail?

{Timon is examining her claws; she pulls her paw away.}

KIARA:	Nnngh! Timon...

TIMON:	I had one once.

PUMBAA:	Very painful.

TIMON:	Excruciating!

{Timon is holding a fern branch over Kiara's head, shading her.}

TIMON:	Darling... with your complexion, you should stay out of the sun. {She swats the branch away} Whaaat? Do you wanna wrinkle?

KIARA:	Would someone please just listen to me?

TIMON:	I'm sorry; I wasn't listening. Did you say something, Princess?

KIARA:	I'm not just a princess, you know. That's only half of who I am!

PUMBAA:	Oh, uh... who's the other half?

KIARA:	Uh... well, I, uh... um...

TIMON:	Well, while you're figuring it out, let's eat. {He snaps his fingers, and Pumbaa lifts up a log} Grubs!

PUMBAA:	The other white meat!

TIMON:	{offering a leaf-full of grubs to Kiara} And so high in protein!

KIARA:	Eww! Gross!

TIMON:	No? How 'bout you, big boy?

PUMBAA:	{sniff} Aaah. Love grubs!

TIMON:	Not like...

TIMON and PUMBAA:	Love!

{Timon tosses a bug into Pumbaa's mouth; he crunches and coughs on it a little, then hiccups and spits the fragments back onto the leaf, coating them all with saliva.}

TIMON:	{grossed out} Ohhh.. you always do that! You take a bite out of every one, and then put it back. It drives me crazy!

PUMBAA:	But you can't tell from the outside which are the real slimy ones!

TIMON:	Slimy? Pumbaa... my corpulent compadre. It's the crunchy ones that make the meal!

PUMBAA:	Slimy!... Slimy!... Slimy!... Slimy!... Slimy!... Slimy!... Slimy!... Less filling!... Less filling!... Less filling!... Less filling!...

TIMON:	Crunchy!... Crunchy!... Crunchy!... Crunchy!... Crunchy!... Crunchy!... Crunchy!... Tastes good!... Tastes good!... Tastes good!... Tastes good!...

{Kiara wanders off while they argue. She crosses a river on a log, and tumbles off-- directly into Kovu, bowling him over. He snarls at her confrontationally, and continues growling.}

KOVU:	Who are you, Pridelander?

{Kiara does not answer, but keeps jumping from side to side, staying facing Kovu at all times. Kovu keeps growling menacingly, but eventually his curiosity gets the better of him.}

KOVU:	What are you doing?

KIARA:	My father says to never turn your back on an Outsider!

KOVU:	You always do what Daddy says?

KIARA:	No!

KOVU:	Bet you do. Bet you're Daddy's little girl! Ha ha! {he moves away, hopping on logs across the river} An Outsider doesn't need anybody. I take care of myself!

KIARA:	{awed, following him across} Really? Cool!

{Kovu looks back at Kiara, and notices a huge crocodile rising up behind her with its mouth gaping}

KOVU:	Wuhh... waaaahh!

KIARA:	{turns and sees the crocodile} Aaaaahhh! Run! {The crocodile's teeth crunch just behind them} This way!

{They narrowly escape, leaping from rock to rock across the river and out of the reach of the crocodiles' jaws as more and more rise up out of the water. They rest on two unmoving "stones" further down, and begin to pant and giggle.}

KOVU:	That was a close one.

KIARA:	Yeah...

{The stones they are sitting on rise up and reveal themselves as more crocodile heads.}

KOVU and KIARA:	Whooaaahhh...

{Kiara runs up a tree limb, getting out of reach; however, Kovu runs past her, leaping from crocodile to crocodile down the river.}

KIARA:	Hey.. what about me?

KOVU:	You gotta take care of yourself! I'll distract them. Run!

{Kovu slips off the last crocodile into the water; as he comes up, gasping for air, the crocodiles loom over him.}

KIARA:	{swiping at crocodiles from her branch} Look out!

{Kovu is paralyzed by fright; the gaping mouth in front of him is suddenly clamped shut by Kiara leaping on top of it.}

KIARA:	Move it!

{The two cubs scramble up a branch and up onto the bank, out of reach of danger. From the top, they pant and rest for a few moments, then move back to look over the edge. The crocodiles are massing below, furious at being cheated of their meal.}

KIARA:	I did it... I did it! {she "thhppbbts" the crocodiles below}

KOVU:	Hah!

{The cubs move back from the edge and recount their adventure.}

KIARA:	Whoah, man-- did you see the size of those teeth? They were goin' "Rrrarrarrarr" .... {rolls over on her back and laughs} He was just totally eatin' you up right there, and I jumped on his head-- and I bopped him so good--

{The camera moves back so that we can see from next to Zira, crouching in the grass some distance away.}

KIARA:	We make such a good team! And you... you were really brave!

KOVU:	Yeah... you were pretty brave too. My name's Kovu.

KIARA:	I'm Kiara.

{She crouches down playfully, waving her tail; she reaches out and bats him}

KIARA:	Tag! You're it!

{She jumps back, laughing; instead of chasing, Kovu just looks at her silently. She tries again.}

KIARA:	Tag! You're it! You're it!

{Still no response; he just stares at her.}

KIARA:	Hello? You run, I tag... get it? What's the matter? Don't you know how to play?

{Getting an idea, she crouches down and goes back to playing his style, with bared teeth and growls. He gets the idea and mock-growls back, but suddenly he finds himself growling at Simba's leg. Simba roars, and Zira jumps out of the grass and roars back.}

SIMBA:	Zira.

ZIRA:	Simba!

{Nala, Timon, and Pumbaa arrive behind Simba, with other lionesses.}

ZIRA:	Nala.

NALA:	Zira.

TIMON:	Timon, Pumbaa. Great. Now that we all know each other.. GET OUTTA OUR PRIDE LANDS!

ZIRA:	Your Pride Lands? {she snarls, making Timon leap backwards over Pumbaa's head in fear} These lands belonged to Scar.

SIMBA:	I banished you from the Pride Lands! Now you and your young cub... get out!

ZIRA:	Oh... haven't you met my son, Kovu? He was hand-chosen by Scar to follow in his pawprints... and become King!

TIMON:	Pbbb! That's not a king... that's a fuzzy maraca!

ZIRA:	Kovu was the last born before you exiled us to the Outlands, where we have little food, less water...

SIMBA:	You know the penalty for returning to the Pride Lands!

ZIRA:	But the child does not! However... if you need your pound of flesh... here.

{She nudges Kovu toward Simba, daring him to show either ruthlessness or cowardice.}

SIMBA:	Take him and get out. We're finished here.

{Simba picks up Kiara in his teeth. Zira walks over to Simba and looks down at a terrified Kiara.}

ZIRA:	Oh no, Simba... we have barely begun.

{She glares wickedly at Kiara, then turns and picks up Kovu in her jaws. He and Kiara watch each other dangle as they move apart.}

KIARA:	Bye...

KOVU:	Bye...

{Simba and the lionesses move off over the ridge, back toward the Pride Lands, while Zira takes Kovu back to the Outlands. Once within sight of Pride Rock, Nala looks back at Simba.}

NALA:	Simba?

SIMBA:	{clears his throat, with Kiara still in his mouth}

{Nala smiles back at him, understanding that it's time for The Talk. She and the rest of the pride move off back home. Simba drops Kiara, who grins ingratiatingly up at him; he glares sternly back. She looks at the ground, sighing.}

SIMBA:	Kiara, what did you think you were doing? You could have been killed today.

KIARA:	But Daddy, I-- I didn't mean to disobey--

SIMBA:	I'm telling you this because I love you. I don't wanna lose you.

KIARA:	I know...

SIMBA:	If something happened to you, I don't know what I'd do. One day I won't be here... and I need you to carry on in my place. You are part of the great Circle of--

KIARA:	Circle of Life. I know.

SIMBA:	Exactly. And you need to be careful. As future Queen--

KIARA:	But what if I don't wanna be Queen? It's no fun.

SIMBA:	That's like saying you don't want to be a lion. It's in your blood... as I am. We are part of each other.

{He smiles and playfully shoves her off the rock.}

	[ We Are One ]

{Simba grins back down at her, and they nuzzle as Simba begins singing.}

SIMBA:	As you go through life you'll see There is so much that we Don't understand

{A mother bird sternly prevents one of her chicks from trying to fly; a wildebeest calf gets up for the first time as they watch.}

	And the only thing we know Is things don't always go The way we planned

	But you'll see every day That we'll never turn away When it seems all your dreams come undone

{Monkeys grooming each other, hippos jumping and playing.}

	We will stand by your side Filled with hope and filled with pride We are more than we are We are one

{Kiara sings to her reflection in the river during her verse. A fish jumps out of the water and into her reflection at "The way I am?"}

KIARA:	If there's so much I must be Can I still just be me The way I am?

	Can I trust in my own heart Or am I just one part Of some big plan?

{Wind blows during this verse by Simba, underscoring the reference to Mufasa's spirit.}

SIMBA:	Even those who are gone Are with us as we go on Your journey has only begun

	Tears of pain, tears of joy One thing nothing can destroy Is our pride, deep inside We are one

{They run through groups of curiously unafraid animals, many with their young, as they approach Pride Rock.}

	We are one, you and I We are like the earth and sky One family under the sun

{Running back up Pride Rock. He indicates it to her.}

	All the wisdom to lead All the courage that you need You will find when you see We are one

SIMBA:	As long as you live here, it's who you are. {he hugs her and licks her side, lifting her body off the ground. She seems unconvinced} You'll understand someday.

A bird flutters by her, circles, and flies off over the Pride Lands into the sun. Kiara looks sadly thoughtful for a second, and then turns to face the sun. Sitting down, she looks at the ground for a second, ears flat, but then looks towards the sun, ears erect. Fade to black.}

New Hope for the Outlanders

{Outlands. Vitani is tugging on a root, growling. Nuka approaches from behind.}

NUKA:	{muttering to himself} Kovu, Kovu, Kovu. Scar wasn't even his father. He just took him in. {he turns his attention to Vitani} Oh hey, Vitani. Where's the little termite, Kovu? {sarcastically} The "chosen one".

{Nuka touches the root with a claw; it snaps, and Vitani tumbles backward. Nuka guffaws.}

VITANI:	Nuka! Where's Kovu? Did you leave him out there on his own again?

NUKA:	Hey-- it's every lion for himself out here. That little termite's gotta learn to be on his own.

{Nuka is ridden with vermin and termites. He is continually scratching himself.}

VITANI:	Mother's gonna be mad. She told you to watch him!

NUKA:	Oh, who cares? I should've been the chosen one. {he begins scratching his back against the tree trunk} I'm the oldest, I'm the strongest, I'm the smartest-- Ooogh! These termites! {he starts rolling around, scratching every place he can find on his body}

{Vitani looks self-satisfied at Nuka's condition.}

NUKA:	{scooting along on his rear} I could be a leader, if she'd just give me a chance!

VITANI:	Yeah right. Why don't you tell that to her?

NUKA:	Yeah? Don't think I won't!

VITANI:	Oh yeah? {chuckles} Here's your chance.

{Zira walks slowly by Nuka, carrying Kovu in her mouth. She ignores Nuka entirely.}

NUKA:	What? Oh... Mother! Mother, hi! {laughs nervously} Mother, I caught some field mice for your dinner, I left 'em by the, um... by the... okay.

{Zira drops Kovu. Vitani pounces next to him.}

VITANI:	Hey, Kovu. You wanna... fight? {She mock-snarls; he looks earnest.}

ZIRA:	{turning to Nuka, who becomes visibly frightened} You were supposed to be watching him!

KOVU:	It's not his fault! I went off on my own!

{Zira turns on Kovu, backing him along the ground with her words.}

ZIRA:	What were you doing?

KOVU:	N-nothing!

ZIRA:	Who has made us Outsiders?

KOVU:	Simba!

ZIRA:	Who killed Scar?

KOVU:	Simba!

ZIRA:	And what have I told you about them?

KOVU:	Sorry, mother! ...Sh-she didn't seem so bad. I thought we could be--

ZIRA:	Friends? You thought you'd get to the daughter. And Simba would welcome you with open arms? What an idea! ... {she reconsiders} What an idea! You brilliant child-- I'm so proud of you! {She kneads the frightened Kovu with unsheathed claws} You have the same conniving mind that made Scar so... powerful.

NUKA:	Yecch.

{Zira glares and snarls at Nuka, then picks up Kovu. She carries him into a cave, as Nuka glowers.}

NUKA:	{disgustedly} Ugh. The "chosen one".

{Zira carries Kovu into their "den", and deposits him in a hollow tree trunk; he lands with a grunt.}

ZIRA:	I now see the path to our glorious return to power!

KOVU:	But I don't want--

ZIRA:	Hush! Hush, my little one. You must be exhausted.


	[ My Lullaby ]


ZIRA:	Sleep, my little Kovu Let your dreams take wing One day when you're big and strong You will be a king

{Zira tucks Kovu in.}

KOVU:	Good night...

ZIRA:	Good night, my little prince. Tomorrow, your training intensifies.

{Zira's dancing in this scene is very reminiscent of Scar's in "Be Prepared". She leaps up onto rocks to emphasize lines, and punctuates her graphic points by beating up on Nuka. Lionesses leap as she musters her forces.}

ZIRA:	I've been exiled, persucuted Left alone with no defense When I think of what that brute did I get a little tense

	But I dream a dream so pretty That I don't feel so depressed 'Cause it soothes my inner kitty And it helps me get some rest

	The sound of Simba's dying gasp His daughter squealing in my grasp His lionesses' mournful cry That's my lullaby

	Now the past I've tried forgetting And my foes I could forgive Trouble is, I knows it's petty But I hate to let them live

NUKA:	So you found yourself somebody who'd chase Simba up a tree
ZIRA:	Oh, the battle may be bloody, but that kind of works for me

	The melody of angry growls A counterpoint of painful howls A symphony of death, oh my! That's my lullaby

	Scar is gone... but Zira's still around To love this little lad Till he learns to be a killer With a lust for being bad!

NUKA:	Sleep, ya little termite! Uh-- I mean, precious little thing!
VITANI:	One day when you're big and strong
ZIRA:	You will be a king!

	The pounding of the drums of war The thrill of Kovu's mighty roar

NUKA:	The joy of vengeance
VITANI:	Testify!
ZIRA:	I can hear the cheering
NUKA and VITANI:	Kovu! What a guy!

ZIRA:	Payback time is nearing And then our flag will fly Against a blood-red sky That's my lullaby!

{Fade to black.}

Kiara's First Hunt

{Scene opens on Rafiki's tree. He is doing a new picture of Kiara as she grows into adulthood.}

RAFIKI:	Oh, Mufasa... every day Kiara grows more beautiful, into a Queen that will someday make us all very proud. {He paints a mane on Kovu, next to Kiara.} But this cub Kovu grows stronger. And Zira fills his heart with hate. I am very worried, Mufasa. Things are not going well.

{Wind blows, rattling Rafiki's gourds.}

RAFIKI:	Hmm? You have a plan?

{One gourd falls, splitting in half. Rafiki holds up the two halves against the painting of Kiara and Kovu, and brings them together until they join.}

RAFIKI:	What? Kovu... Kiara... together? This is the plan? {yells} Are you crazy? This will never work! Oh, Mufasa, you been up there too long. Your head is in the clouds!

{Wind blows hard at Rafiki}

RAFIKI:	Okay, okay, okay! Okay! All right-- okay! I don't think this is going to work... but I trust you. I just hope you know what you are doing!

{Camera trucks back, upwards, away from Rafiki. Scene shifts to Zira's rocky home, where the grown Kovu is sitting on a rock while Zira slinks around him.}

ZIRA:	You are ready! {chuckles} Nice... very nice. You have the same blackness in your soul that Scar had. What is your destiny?

KOVU:	I will avenge Scar... take his place in the Pride Lands.

ZIRA:	Yes! What have I taught you?

KOVU:	Simba is the enemy.

ZIRA:	And what must you do?

KOVU:	I must kill him!

{Lionesses roar in reply. Scene switches back to Pride Rock, where Kiara is emerging to take part in her first hunt. Nala is walking towards Simba, who is sitting at the end of the assembled lionesses. He looks quite worried and sad, but he sighs gently and forces a smile when Nala reaches him.}

RANDOM LIONESSES:	Wow, her first hunt! You must be so proud, Nala. Here she is!

{Kiara emerges from over a hill on the trail. She looks at Rafiki, who is standing next to the path. She looks worried until Rafiki speaks to her.}

RAFIKI:	Kiara.

{Zazu alights nearby. Timon and Pumbaa embrace goofily.}

RANDOM LIONESSES:	Good luck, Kiara! She'll be great. Her first hunt! You can do it! It's your day, Kiara. My, how you've grown! Good luck, Kiara!

{Nala and Kiara nuzzle. Simba is looking vaguely glum.}

NALA:	You'll do just fine.

KIARA:	Daddy... you have to promise to let me do this on my own. Promise?

{Simba glances at Nala, who raises her eyebrows at him. He rolls his eyes upward acquiescently.}

SIMBA:	All right... I promise.

{They rub heads; Timon and Pumbaa break into tears. Kiara looks back, and then runs off into the fields. Simba moves surreptitiously over to Timon and Pumbaa.}

SIMBA:	{quietly} Make sure she doesn't get hurt.

{Timon and Pumbaa begin humming in a show of nonchalance, and sidle away off the rock until they drop over the side and out of view.}

{Kiara is hunting. Trying to be quiet, she steps on a branch, which cracks and sends a herd of antelope running. Kiara runs frustratedly after them. Scene switches to a burst of steam; we are back in the Elephant Graveyard. Nuka and Vitani are standing on a ledge.}

NUKA:	Yeecch. This place is even creepier since the hyenas ran off.

VITANI:	{mouth full of kindling} Mmmh. Gee.

NUKA:	{annoyed} I'm not scared, okay?

{They jump down next to one of the spouts; Vitani drops the kindling against the edge.}

NUKA:	I just don't know why we have to be here, that's all. If Kovu was so special, why does he need us?... I never even had a CHANCE! Yaaah! {he gets his butt burned by a jet of hot gas from the ground}

{Vitani watches him with amusement, then her face lights up as the near spout bursts, lighting the sticks ablaze.}

VITANI:	That's it! Now come on... Kiara has started her hunt. We have to move quickly.

{Nuka grabs his burning stick, and leans his head over the vent's edge; it goes off, scorching his face.}

NUKA:	Oooh! Fire! {he laughs crazily and bounds off after Vitani.}

{Scene switches to the open fields, where Timon and Pumbaa are following after Kiara. We see Pumbaa's tail sticking up above the grass. Timon rises up next to it, sees the tail, yelps in surprise, and ducks back down. The two cross a clearing military-fashion, sniffing the air, and they dart from tree to tree with SWAT-team-style "Hup! Hup! Hup!" noises. Timon leaps into a hollow log and gestures as though with a two-way radio.}

TIMON:	Tango-Charley-Alpha. What's your position?

PUMBAA:	{confused} Uhhh... Upright... {now smiling} head turned slightly to the left... tail erect.

TIMON:	Why do I bother? {he scans the horizon, framing Kiara in his fingers} Ah hah.

{Kiara is stalking the antelope again. She carefully steps over some stones with her front feet, but knocks them over with her hind feet, alerting the antelope into running yet again. She jumps up and gives chase as the herd turns and dashes away from her, directly toward Timon and Pumbaa, who shriek in fright.}

TIMON:	This must be where the deer and the antelope play!

{The antelope pass; Timon and Pumbaa shriek again when they turn and see Kiara standing there, panting. Timon recovers and chuckles guiltily as Kiara recovers her breath, panting.}

KIARA:	{sternly} Timon... what are you doing here?

TIMON:	Uh... shopping! We thought a nice pelt for the den... some throw pillows, {Pumbaa nods in the background} a little potpourri...

KIARA:	My father sent you. After he promised to let me do this on my own-- he lied!

TIMON:	No... he just doesn't want you to get hurt!

KIARA:	I should have known he'd never give me a real chance.

{Kiara runs past them, still breathing hard.}

KIARA:	I'll do this on my own. Away from the Pride Lands!

TIMON:	Hey! Wait! Come back! Oh... who can keep track of her? Kiara-- come back! {He hops up on Pumbaa, and they run after her-- but she's far ahead already.} Oh... she's gone again! Somebody's gotta tie a boomerang around her neck! Somebody's gotta get a beeper for this kid!

{Scene switches to where Kiara has run, toward the edge of the Pride Lands. Nuka and Vitani are standing above, with their flaming sticks.}

NUKA:	Let's light fire! {they run down the slope, Nuka laughing madly} Roasty toasty princess... roasty toasty princess... {he lights the grass in several places, hopping around in circles. Soon he is standing in the center of the circle of flames} Hey, is it hot in here, or is that just me? {realizes} Fire! Yowww!

{Nuka rockets into the air and lands a good distance away, where he resumes laughing maniacally.}

VITANI:	{growls at him from off-screen} Grr... come on! {she drags him off}

{Scene switches to the antelope grazing in the valley, along with various birds. The antelope spook at something near Kiara, and they turn and begin to gallop off. Kiara gives chase. Soon, though, she notices the fire burning on the horizon, and the antelope turn and run back in her direction. She panics, turns, and begins to run back the way she came; antelope and birds follow her. Scene changes to a high knoll above the flames, where Zira and Kovu sit watching.}

ZIRA:	The plan is in motion. {pauses} Go!

{Kovu runs down the slope, toward Pride Rock. Camera switches to Pride Rock, where Simba is pacing with Zazu several steps away.}

ZAZU:	Don't worry, Simba. She'll be fine. What could happen?

{Simba looks up and gasps as he sees the smoke rising.}

SIMBA:	No... no! Kiara! {he turns to Zazu} Zazu! Fly ahead. Find her!

{Kiara is following a pair of zebras away from the flames, but finds herself trapped and hemmed in on all sides, choking on the thick smoke. She sees a high stone overhang above the flames; she leaps up and tries to climb up the side, but she falls unconscious upon reaching the top. Kovu appears from the smoke and looms over her; she wakes for a moment and sees him baring his teeth down at her, then loses consciousness again. Kovu grabs the nape of her neck and throws her body on top of his, and begins to carry her away from the fire. He leaps across chasms with flames roaring, and then tumbles with Kiara down a slope into a pool of water, where Kiara begins to sink. Kovu dives for her and drags her to shore. Zazu, flying overhead, watches the event.}

ZAZU:	{gasps} I must tell Simba!

{Zazu flies back to Pride Rock. Kovu drags Kiara to shore, and she wakes up, gasping for breath.}

KIARA:	Where am I?

KOVU:	You're safe... in the Pride Lands.

KIARA:	{bewildered} The Pride Lands... no! Why did you bring me here? Who do you think you are?

KOVU:	I think I'm the one who just saved your life!

KIARA:	Look! I had everything under control!

KOVU:	Not from where I'm standing.

KIARA:	Then move downwind.

{The lions confront each other. Kiara begins jumping from side to side, as she had done in their earlier encounter as cubs. Soon Kovu's interest is piqued.}

KOVU:	What are you doing?

KIARA:	{recognizing him} Kovu?

SIMBA:	{off-screen} Kiara!

{Simba and the lionesses from Pride Rock arrive. Simba jumps in front of Kiara, snarling and growling.}

NALA:	Kiara! You're all right.

SIMBA:	Kiara! {he begins snarling at Kovu}

KIARA:	Father... how could you break your promise?

SIMBA:	It's a good thing I did. I almost lost you. No more hunts for you; not ever!

KIARA:	But I was doing just fine! Even before Kovu--

SIMBA:	Kovu? {he roars at Kovu again}

NALA:	{surprised at his ferocity} Simba? {Simba glares at Nala, who is now off-screen}

{Rafiki has arrived, and is standing on the hillside behind Simba.}

RAFIKI:	Hey! You! How dare you save the King's daughter?

SIMBA:	You saved her? Why?

KOVU:	I humbly ask to join your pride.

SIMBA:	{immediately} No! You were banished with the other Outsiders.

KOVU:	I have left the Outsiders. I am a rogue. Judge me now, for what I am... or am I to be blamed for a crime I didn't commit?

{Simba snarls and paces around. Nala looks hard at him.}

NALA:	Simba... you owe him your daughter's life.

ZAZU:	Mmm... yes, sire. Clearly we are in his debt... and royal protocol demands that all debts be paid. Though in this case you might want to make an exception.

{Simba paces a few moments more, then comes to a decision.}

SIMBA:	Hmmm. My father's law will prevail. For now, I reserve judgment. We'll see who you really are.

{Kovu smiles inwardly and looks sidelong at Kiara, who smiles back at him. Zazu turns his back on Kovu.}

ZAZU:	Hmph! Riffraff.

{Zazu flies off. All make their way back to Pride Rock, with Kovu walking behind Simba and growling to himself.}

An Unwelcome Stranger

{As night falls over Pride Rock, Simba notices Kovu about to go into the inner cavern with the lionesses; he jumps in front of Kovu with a growl and intimidates him away from the cavern opening as he goes inside. Kovu walks out onto the rocks to sleep. Kiara goes out to speak to him.}

KIARA:	Hey... uh, thanks for saving me today.

KOVU:	What kind of hunter are you, anyway-- Princess? You almost got yourself killed out there.

KIARA:	What?

KOVU:	You wouldn't last three days on your own.

KIARA:	{provoked} Oh... and I suppose you could teach me?

KOVU:	Heh... yeah.

{Simba shouts from the cavern entrance.}

SIMBA:	Kiara!

KIARA:	Coming! {She turns back to Kovu.} All right-- impress me. We start at dawn.

{Kiara walks back to the cavern; Kovu continues speaking to himself.}

KOVU:	{chuckles} I look forward to it.

{The camera pulls back to where Nuka and Zira sit watching from a nearby hill.}

NUKA:	Oh... oh... d-d-did you see that?! He let her go! If that were me--

ZIRA:	Hush. The fire-rescue worked perfectly, and Simba fell for it. Now, the closer Kovu gets to the daughter, the closer he gets to Simba! And once he has Simba alone... rraaagh! {she emphasizes her point by swatting a young tree from its trunk}

{Camera shifts to Pride Rock, midnight. Simba is dreaming of the moment when his father died. He is at the top of the ledge, reaching down for Mufasa, who is just out of reach.}

MUFASA:	Simba! Simba! Help me!

SIMBA:	Father!

{Scar is above Simba, laughing on the rocks against the moonlight.}

SIMBA:	Dad... just... a little... farther...

{Scar latches on to Simba's upper foreleg with his claws.}

SCAR:	Gotcha! ...Trust me.

MUFASA:	Simba!

{Mufasa slides down and into the gorge.}

SIMBA:	Noooo!

{Simba turns on Scar, above him; Scar, laughing, slowly morphs into Kovu.}

SIMBA:	Kovu...?

{Kovu suddenly lets go, throwing Simba down after Mufasa. He is still laughing. At the moment of impact, he wakes, panting. He looks around in fright, calms himself, and goes back to sleep next to Nala.}

{The next morning. Simba stretches, and then descends to the valley floor, where he walks slowly toward the water hole. Kovu is above him, hiding behind a rock; his teeth and claws are bared, ready to strike. Suddenly, Kiara jumps in front of him, from around the front of the rock.}

KIARA:	G'morning! {laughs} I'm ready for my first lesson.

{Kovu is stunned; he takes several moments to disguise his previous mindset and intentions.}

KIARA:	{Kiara is jumping around on her pawtips, very frisky} Surprised ya, huh?

{Kovu looks back toward the water hole; Simba is gone.}

KIARA:	{laughing} Hey, c'mon. Let's go!

{Kovu is still dumbstruck. After one last glance after his lost opportunity, he turns and follows Kiara.}

{Scene switch. Kovu is attempting to teach stealth to Kiara. We hear her saying "Ow" in the underbrush a few times; Kovu is smiling bemusedly to himself.}

KOVU:	{anticipating the pounce} Three... two... {rolls his eyes} one... {he ducks}

KIARA:	Gotcha!

{Kiara leaps full over Kovu's evasion, and tumbles over on the ground. Kovu steps over to her head, looking down at her.}

KIARA:	{slightly embarrassed} You could hear me... huh?

KOVU:	Only... a lot. You're still breathing too hard. Relax... feel the earth under your paws... so it doesn't shift and make noise. {Kiara follows his example. A flock of birds interrupts them, alighting beyond a nearby hill} Ssshh. Watch the master... and learn.

{Kovu runs silently down into a gully, then up the other side. Leaping over the ridgetop, he pounces with claws fully extended right down on top of Timon, who is foraging for bugs there.}

TIMON:	Aaaahhhh!

{Kovu freezes in the position in which he hits the ground, with his mouth open; he skids to a halt with Timon between his forelegs.}

TIMON:	Don't eat me! Please! I... I... I never really met your tyrant. I mean, uh-- Scar. Scar. Oh, heck of a guy. A little moody, but, I...

KIARA:	Timon! What are you doing here?

TIMON:	Kiara! Thank goodness! Ohh! Hey... for once, we're not following ya. This just happens to be the best smorgasbord in the Pride Lands. Bugs everywhere! {he indicates the field of bugs, with the flock of birds eating contentedly away} But, you don't call for a reservation, and-- yeesh! {turning toward the birds Get outta here, ya scavengers. Go on! Shoo! Shoo!

{Timon tries to scare away the birds; he waves his arms at one unconcerned bird, who bites Timon's nose.}

TIMON:	{in pain, nose glowing red} Oh!... oh!... oh.

{Pumbaa rushes down the hill, and back up, scattering birds, who come back to land right where they were. Kiara watches with amusement, Kovu with bewilderment. Camera switches back to Pumbaa, who is standing with a dozen or so birds sitting on his back.}

PUMBAA:	Ohh... Timon, I'm getting tired. I gotta lose some pounds!

TIMON:	{trying to scare the birds off Pumbaa} Shoo! Go on! Shoo! Shoo!

{Kiara and Kovu trot back down the hill, Kiara laughing.}

PUMBAA:	Hey! Maybe he can help. Ya think?

TIMON:	Shoo! {he manages to scare the last bird off Pumbaa's tail} Oh! Yeah... there's an idea. Right. Let the vicious Outsider-- Hey! Wait! I have an idea! {he jumps down off of Pumbaa} What if he helps?

PUMBAA:	What?

TIMON:	{to Kovu} You wanna lend a voice? Huh? {not getting through to him} Grrr. Guh... Roar! Work with me!

KIARA:	Like this. {she roars, scattering the birds}

TIMON:	Wooo hoo! C'mon, do it again! Do it again!

{Kovu roars this time, sending the birds into a rout.}

TIMON:	Yee-haa!

{Kiara and Kovu run down the hill, sending birds flying in every direction. Kovu is still clueless.}

KOVU:	Why are we doing this? What's the point of this training?

KIARA:	{laughing} Training? This is just for fun!

KOVU:	{as though he's never heard the word before} Fun?

{Timon and Pumbaa run by; Timon is hanging on to a bird's leg, getting carried up into the air.}

TIMON:	Ya gotta get out more often. Fun! Yeee-haa! Ha ha ha ha... Woooo-hoo!

KOVU:	{slowly getting the idea} Yeee-haa! Yeee-haaa!

{The group runs down between a row of rocks; it is blocked at the end by a number of rhinos.}

TIMON:	That's it, Pumbaa! Oh, boy!

KOVU:	Yeeeee-haaa!

{They notice the rhinos and come skidding to a halt; they notice the birds all sitting on top of the rhinos' heads.}

KIARA:	Uh-oh.

BIRDS:	{thhhpppbbt!}

{The lions, Timon, and Pumbaa turn tail and run back the way they came; the rhinos are in hot pursuit.}

TIMON:	{to Pumbaa, as Pumbaa turns a corner using the edge of a small overhang} Hang rhino!

{The lions turn sideways into a crevice in the rocks, where they hide while the rhinos pass by. They're laughing with delight as the camera trucks in.}

KOVU:	What a blast!

PUMBAA:	Oh... sorry.

TIMON:	{giving Kovu a noogie} You're okay, kid...

KOVU:	{to Timon, caught off guard} Hey!

TIMON:	...You're okay.

{They now try to squeeze out of the crevice. Amid "'Scuse me, pardon me" from Timon, Kiara's muzzle brushes up against Kovu's. They look at each other, both quite embarrassed.}

KIARA:	Um... s-sorr-- uh...

{Timon and Pumbaa have extricated themselves and are some way up the pathway.}

TIMON:	Hey! Are you two comin' or what?

{The lions walk off, side by side and laughing. Purrs soon mix with their laughter.}

Upendi

{Scene switch; Kiara and Kovu are lying on their backs, watching the clouds and giggling.}

KOVU:	See that? See that? Look at that! It's really pretty.

KIARA:	What? Oh yeah! Um-- look... there's one that looks like a baby rabbit. See the fluffy tail?

KOVU:	Yeah... hey! There's one that looks like two lions killing each other for a scrap of meat!

{Kovu laughs; this isn't Kiara's cup of tea, and she grimaces.}

KOVU:	Ah, I've never played this before.

KIARA:	Really? My father and I used to do this all the time. He says all the great Kings of the past are up there.

KOVU:	You think Scar is up there?

{They look at each other; Kovu gets up and moves off.}

KOVU:	No one here thinks he's very great... do they? He wasn't my father, but he was still... {he sighs gently} part of me.

KIARA:	My father said there was a... a darkness in Scar that he couldn't escape.

KOVU:	Maybe there's a darkness in me too.

{Kiara puts her paw on Kovu's, and they nuzzle. The camera trucks back, and we see Simba watching from a hill some distance away. He addresses the sky.}

SIMBA:	Father... I am lost. Kovu is one of them. Scar's heir. How can I accept him?

{Nala approaches from behind.}

NALA:	Simba?

SIMBA:	I was... seeking counsel from the Great Kings.

NALA:	Did they help?

SIMBA:	{sighs} Silent as stars. My father would never--

NALA:	Oh, Simba... you want so much to walk the path expected of you. Perhaps Kovu does not.

SIMBA:	{surprised} What? How do you know what--

NALA:	{chuckles} I can see them down there just as easily as you can. Get to know them and see.

{She turns and walks off; after a moment of hesitation, Simba follows. Camera moves back down to Kiara and Kovu. She is nuzzling him, but he pulls away clearing his throat.}

KIARA:	What's wrong?

KOVU:	Nothing.

KIARA:	Kovu...

KOVU:	It's just that... my whole life I've been trained to... {he stops} Nothing. I gotta go. {turns and walks off}

KIARA:	Kovu-- wait.

{Kovu pauses a moment, and looks back at Kiara's face, staring back at him; he looks away and moves to continue, but is stopped by Rafiki's finger pointing up from the grass.}

RAFIKI:	And where are you going?

KOVU:	Nuhh... nowhere.

RAFIKI:	{springing up} That's what you think!

{Rafiki slips under Kovu and vanishes in the grass.}

KOVU:	{confused} Who was that?

KIARA:	Uh... {amused, slightly apologetic} friend of the family.

{Kovu looks back and finds Rafiki lying on his back. Rafiki slips off and darts away, tugging Kovu's tail and laughing.}

RAFIKI:	Come on! You follow old Rafiki; he knows the way!

KOVU:	{hesitating} The way where?

RAFIKI:	You follow-- you'll see! Hurry now!

KIARA:	{giggling} Kovu, c'mon!

{The lions run after Rafiki, who is swinging Tarzan-like from tree to tree and laughing eerily.}

KOVU:	Where's he taking us?

{Rafiki lowers himself from above their heads}

RAFIKI:	To a special place in your heart... called Upendi!


	[ Upendi ]

{He pushes their muzzles together. As he narrates the song, monkeys of various types dance to illustrate it. Hundreds of animals of all kinds surround them, sweeping the lions up in the spirit. The scene takes on the appearance of a Tunnel of Love, with the two lions being swept down a jungle stream with the matchmaking Rafiki orchestrating the atmosphere.}

RAFIKI:	There's a place where the crazy moon Makes the monkeys sing and the baboons swoon And the sultry scent of the lotus bloom Will carry you away

	Where the hippos swing from the jungle vines And the rhino rhumba in a conga line And the pink flamingoes are intertwined As the stars come out to play

	In Upendi Where the passionfruit grows sweet And it's so divine That you lose your mind As it sweeps you off your feet In Upendi Without a worry or a care It just takes two To make it true Your heart will lead you there

KIARA:	Where is it?
RAFIKI:	No place you don't take with you...

	You better watch your step 'cause the path is steep Better hold your breath cause the water's deep It's a long way down over Lovers' Leap But falling's half the fun!

	In Upendi Where the passionfruit grows sweet And it's so divine That you lose your mind As it sweeps you off your feet In Upendi Without a worry or a care It just takes two To make it true Your heart will take you there

	You can beat the bush like there's no tomorrow From Tanganyika to Kilimanjaro But you'll find Upendi wherever you are Oh underneath the sun

KIARA:	Upendi-- it means "love", doesn't it?
RAFIKI:	Welcome to Upendi!

RAFIKI and CHORUS:	In Upendi Where the passionfruit grows sweet And it's so divine That you lose your mind As it sweeps you off your feet In Upendi Without a worry or a care It just takes two To make it true Your heart will take you there

KIARA:	Upendi!

RAFIKI and CHORUS:	Down In Upendi Way down In Upendi!

{The last few lines repeat and fade away. The song ends with Kiara and Kovu still singing the words "In Upendi". They are alone out on the savannah again.}

KOVU:	Good night...

KIARA:	Good night.

{Kiara walks off to the main cavern, and Kovu goes back to his standing stone on the promontory; Simba appears in the direction Kiara is walking, and he approaches Kovu.}

SIMBA:	It's... kinda cold tonight, huh? Come on.

{Vitani watches from a distance as the two lions make their way back into the cavern.}

VITANI:	{hushed, to herself} Get him! What are you waiting for? Kovu, get him!

{She lies down and stares with despair as she realizes Kovu is not going to attack Simba. She hisses and jumps up, rushing back to report to Zira. Scene changes back to Zira's location.}

ZIRA:	{snarling} You're sure?

VITANI:	Affirmative. I saw it with my own eyes.

ZIRA:	Kovu cannot betray us!

{Fade to black.}

Deception and Disgrace

{Reopen on Pride Rock, with Kovu walking out onto the promontory.}

KOVU:	Okay-- I have to tell her today. Oh... where do I start? "Kiara... Zira had a plot-- and I was part of it. But I don't wanna be, because-- it's because I love you. {sighs} Oh, she'll never believe me. But I gotta try.

{He goes into the cavern, where Kiara and Simba are waking up.}

KOVU:	Kiara... I need to talk to you.

SIMBA:	{sternly} Kiara... I don't want you talking with him. {softening}I want to talk with him.

{Kiara's face brightens; Simba winks at her, and he and Kovu go out onto the promontory and down onto the savannah. Scene switch to where they are walking through the newly burnt section of the Pride Lands.}

SIMBA:	Scar couldn't let go of his hate... and in the end, it destroyed him.

KOVU:	I've... never heard the story of Scar that way. He truly was a killer.

SIMBA:	Fire is a killer. Sometimes, what's left behind can grow better than the generation before...

{He puts his paw down and raises some dust; when he lifts it, a young plant is there. The two lions lean down, head to head.}

SIMBA:	...If given the chance.

{We hear an evil chuckle from the dust surrounding them. Kovu gasps as he realizes what's happening. Many dark lionesses appear from the clouds of dust, surrounding them. The lionesses' eyes glow a bright, sinister yellow.}

KOVU:	No... oh, no... no....

ZIRA:	Why, Simba...

SIMBA:	Zira.

ZIRA:	What are you doing out here, and-- so alone? {the lionesses encircle Simba and Kovu} Well done, Kovu... just like we always planned.

SIMBA:	{turning on Kovu} You.

KOVU:	No! I didn't have anything to do with this!

ZIRA:	Attack!

KOVU:	No!

{The lionesses attack. Simba is fighting off several at once. Kovu tries to help Simba, but is battered off by a lioness and falls to the side, hitting his head on a rock. Simba is thrown to the bottom of a ravine; lionesses slide down the slope towards him.}

ZIRA:	Yes! We've got him!

{Vitani and the other lionesses attack again, forcing Simba to flee down the canyon.}

ZIRA:	Remember your training! As a unit!

{Simba is trapped; he tries to climb up the walls of the canyon, using the piled-up logs to gain purchase; Kovu is above him on the ledge.}

KOVU:	Simba!

ZIRA:	Get him! Kovu! Get him! Do it now!

{Nuka jumps from the crowd}

NUKA:	I'll do it-- for you, Mother! {he bounds up the logs, laughing} Mother-- are you watching? {softly, to himself} I'm doing it for you... and I'm doing it for me!

{Nuka chases Simba up a slope with several broken logs strewn across it. Just as Simba reaches the top, Nuka grabs his ankle.}

NUKA:	This is my moment of glory!

{The log on which Nuka has his rear paw breaks, causing Nuka to lose his grip on Simba's ankle and begin to fall. Simba reaches the top, but the pile of logs rolls down the slope with Nuka among them; they all land in a heap at the bottom of the ravine. Nuka lies trapped under a large log. He looks up to the top of the slope to see one final log rapidly falling in his direction. He grimaces, terrified, as the log hits him. Kovu rushes down to help free Nuka, but he is swatted aside by Zira, who pulls enough logs aside to see Nuka's face.}

ZIRA:	Nuka...

NUKA:	{gasping for air and coughing} I'm sorry, Mother... I tried...

ZIRA:	Ssshh.

NUKA:	Well... I finally got your attention, didn't I...

{Zira smiles tenderly at him and cradles his face in her paw.}

NUKA:	Didn't I...

{Nuka dies. Vitani appears next to Zira on the edge of the logs.}

VITANI:	Nuka...

{Scene switch to the middle of the Pride Lands, where Simba is walking wearily back to Pride Rock. Kiara sees him from a distance off.}

KIARA:	Father... {realizing} Father! Zazu, get help!

ZAZU:	{flying off} Oh yes! Help... at once! Of course!

{Simba is walking with great pain. Kiara, Timon, and Pumbaa reach him.}

KIARA:	Father...?

TIMON:	Simba! Talk to me! What happened?

SIMBA:	{Simba coughs, wheezing, having a hard time speaking} Kovu... {a painful breath of air} Ambush...

{Simba collapses on his side, groaning in pain.}

KIARA:	No...

{Timon grabs Simba's tail and hugs it; Pumbaa hoists Simba on his back, and they start to drag him back to Pride Rock.}

TIMON:	It's all right, buddy... we're here for you.

{Scene switches back to the Outlands, where the lionesses are gathered in a memorial to Nuka.}

ZIRA:	Scar... watch over my poor Nuka. {she turns on Kovu} You!

{Zira swats Kovu across the face with outstretched claws.}

KOVU:	Eeaugh!

{Kovu looks away in pain, but soon turns his head, glaring at Zira. She recoils at the sight, shocked; Kovu now has a scar over his left eye just like Scar's. Zira recovers quickly.}

ZIRA:	{menacingly} What have you done?

KOVU:	I-I-I didn't mean to... it-it-it wasn't my fault, I... {forcefully} I did nothing!

ZIRA:	Exactly! And in doing so, you betrayed your pride... betrayed Scar!

KOVU:	{shouting} I want nothing more to do with him!

ZIRA:	You cannot escape it! Nuka is dead because of you!

KOVU:	No.

ZIRA:	You've killed your own brother!

KOVU:	No!

{Kovu turns and runs out from among the pride, many of whom are growling and snarling at his departure.}

ZIRA:	Let him go. Simba has hurt me for the last time... now he's corrupted Kovu! Listen to me... Simba is injured and weak. Now is the time to attack! We will take his entire kingdom... by force!

{The Outsiders all snarl and roar in reply. Scene switch back to Pride Rock, where Simba is just waking up.}

KIARA:	Daddy... it can't be true.

{Camera shifts down to the valley floor, where the animals are all gathered.}

CHEETAH:	It's Kovu. What's he doing here?

GIRAFFES:	That's Kovu.

RANDOM ANIMALS:	Look at that scar... I can't believe he's here. That's Kovu?

KIARA:	Kovu!

{Simba snarls and jumps forward, cutting her off. Kovu approaches down the narrow aisle between the congregated animals.}

RANDOM ANIMALS:	I never trusted him... It's the Outsider... it's that little troublemaker...

TIMON:	Why I oughtta... let me at 'im! Let me at 'im! {to Pumbaa} Here; hold me back.

PUMBAA:	Okay!

TIMON:	{held back by the tail} Let me at 'im! Let me at 'im!

PUMBAA:	Okay! {he lets go of Timon's tail}

TIMON:	{lurching forward; turning back to Pumbaa} I think you're missing the basic point here.

PUMBAA:	Uh...

RANDOM ANIMALS:	What's he doing here?... He doesn't belong here... Look at that scar on his face... He looks just like Scar...

SIMBA:	Why have you come back?

KOVU:	Simba... I had nothing to do with--

SIMBA:	You don't belong here.

KOVU:	Please... I ask your forgiveness.

KIARA:	Daddy, please... listen to him!

SIMBA:	{to Kiara} Silence! {to Kovu} When you first came here, you asked for judgment...

RANDOM ANIMALS:	Give him what he deserves!

SIMBA:	...And I pass it now.

RANDOM ANIMALS:	Kick him out! That's right! Judgment day is here!

SIMBA:	Exile!

KIARA:	No!

RANDOM ANIMALS:	Exile him! Exile! Exile!

KIARA:	No! ...Kovu!


	[ One Of Us ]

{Kovu is driven from Pride Rock at hornpoint.}

ANIMALS:	Deception Disgrace Evil as plain as the scar on his face

ZEBRAS:	Deception (An outrage!)
ANIMALS:	(He can't change his stripes!)
GIRAFFES:	Disgrace (For shame!)
ANIMALS:	(You know these Outsider types!)
HIPPO:	He asked for trouble the moment he came
ANIMALS:	(See you later, agitator!)
ZEBRAS:	Deception (An outrage!)
ANIMALS:	(Just leave us alone!)
GIRAFFES:	Disgrace (For shame!)
ANIMALS:	(Traitor, go back with your own!)
HIPPO:	He asked for trouble the moment he came
ANIMALS:	(See you later, agitator!)

ANIMALS:	Born in grief Raised in hate Helpless to defy his fate Let him run Let him live But do not forget What we cannot forgive

	And he is not one of us He has never been one of us He is not part of us Not our kind

{Kovu is hounded from the Pride Lands. As he runs, he sees his reflection in a pool change to that of Scar.}

	Someone once lied to us Now we're not so blind For we knew he would do what he's done And we know that he'll never be one of us

KIARA:	He is not one of us

ANTELOPE:	Deception
ZEBRA:	Disgrace
ANTELOPE:	Deception
ZEBRA:	Disgrace
ANTELOPE:	Deception

	{repeats}

{He wanders into the desert; the overlaid images are of Kiara weeping and of Simba's face turning away. Rafiki watches Kovu leave, from a distance.}

RAFIKI:	Oohh...

Love Will Find a Way

{Scene switches back to Pride Rock. Simba is standing at the tip of the promontory, staring off into the distance.}

KIARA:	Father... please reconsider!

SIMBA:	You will not go anywhere without an escort from now on.

KIARA:	No! That's not--

SIMBA:	He used you to get to me!

KIARA:	No! He loves me... for me!

SIMBA:	Because you are my daughter! You will not leave Pride Rock. You will stay where I can keep an eye on you... away from him.

KIARA:	You don't know him!

SIMBA:	I know he's following in Scar's pawprints... and I must follow in my father's.

KIARA:	You will never be Mufasa!

{Simba is stung, but silenced... Kiara breaks down and runs back to her den to lie down, sobbing. She sees a stream of light shining through a hole in the wall. Determined, she pushes her way through the wall, then runs down away from Pride Rock, searching for Kovu. She tracks the same path Kovu took while fleeing Pride Rock, but cannot find him.}

KIARA:	Kovu? Kovu...

{She walks through the stream Kovu walked through, looking down at her reflection. Curiously, only half of her body is clear. She continues looking through a cave, calling his name}

KIARA:	Kovu...


	[ Love Will Find a Way ]

{The song is sung by voice-overs. Kiara reflects on Kovu and their time together, all they have seen and been through.}

KIARA:	In a perfect world One we've never known We would never need to face the world alone

	They can have the world We'll create our own I may not be brave or strong or smart But somewhere in my secret heart

{Kiara looks up at the sky, seeing their rabbit and two lions in the sky, remembering}

	I know Love will find a way Anywhere I go I'm home If you are there beside me

{She moves to a log overhanging the stream. She sits down on it, depressed. When she opens her eyes and peers at her reflection, she sees that it is, again, only half clear.}

	Like dark turning into day Somehow we'll come through Now that I've found you Love will find a way

{Kiara is sitting on a high knoll, with her head bowed. The scene moves to Kovu, who is approaching Kiara from behind her.}

KOVU:	I was so afraid Now I realize Love is never wrong And so it never dies

{Kiara turns and notices Kovu.}

	There's a perfect world Shining in your eyes
KIARA and KOVU:	And if only they could feel it too The happiness I feel with you

{They come together and nuzzle lovingly.}

	They'd know Love will find a way Anywhere we go We're home If we are there together

	Like dark turning into day Somehow we'll come through Now that I've found you Love will find a way

	I know love will find a way

{Two butterflies flutter around Kovu and Kiara. Kovu brightens up at the sight of them, and laughing, rushes off after them, with Kiara in pursuit. They wrestle briefly, then catch sight of themselves in a reflection.}

KOVU:	Hey, look... we are one. {he smiles at Kiara}

KIARA:	{she smiles back, then realizes what Kovu just said and looks shocked} What?

KOVU:	Let's get outta here. We'll run away together! And start a pride... all our own.

KIARA:	{chuckles} Kovu... we have to go back.

KOVU:	You're kidding. But we're finally together!

KIARA:	Our place is with our pride. If we run away, they'll be divided forever.

{Kovu considers, but doesn't seem entirely convinced.}

KOVU:	Race you back!

{They run off together, laughing.}

The Reunited Pride

{Scene switches back to the Outlanders, crossing a river on the way to attack Pride Rock.}

{Scene switches again; now back at Pride Rock, where Timon and Pumbaa are talking.}

TIMON:	I can't believe we lost her again. This is the eight thousandth time!

PUMBAA:	Ooh!

TIMON:	I thought you were gonna watch her!

PUMBAA:	Me? You were gonna watch her!

TIMON:	I thought you were gonna watch her!

PUMBAA:	No, you were gonna watch her!

TIMON:	You were gonna watch her!

PUMBAA:	Aah, watch this! {he leaps onto Timon}

TIMON:	Oww! Take that, you creepy warthog! Say it! Say it!

PUMBAA:	Aaah! Aaah!

{Timon and Pumbaa are all-out wrestling when Simba approaches. When he speaks, they leap to attention.}

SIMBA:	What are you doing?

TIMON:	Good question! Now let me ask one.

PUMBAA:	Hippo-thetically...

TIMON:	Very hypo-thetical, there's this guy...

PUMBAA:	But he's not a lion...

TIMON:	No! No, he's not a lion... yeesh. {Simba is looking amused} Definitely not a lion. And, uh... uh... his daughter, um, say... vanished.

SIMBA:	Kiara is gone?

{Zazu flies into shot.}

ZAZU:	Sire! The Outsiders are on the attack... heading this way! It's war!

SIMBA:	Zazu! Find Kiara! We'll assemble the lionesses. Move! Now!

{A storm gathers as the two prides close on the field of battle; rain mats Simba's mane as he advances. Prey animals skitter away from between the advancing lions. Buzzards circle overhead. Kiara and Kovu rush home as fast as they can. The two prides face each other across the field; when all are assembled, Timon and Pumbaa moon the Outsiders.}

TIMON and PUMBAA:	Nah nah nah nah nah nah!

ZIRA:	It's over, Simba! I have dreamed of nothing else for years!

TIMON:	Boy... does she need a hobby.

SIMBA:	Last chance, Zira: Go home.

ZIRA:	I am home!

{Lightning flashes and thunder cracks.}

ZIRA:	Attack!

{The two opposing lines advance toward each other, first walking, then picking up speed until they hit at a full run. Zira coaches her pride from a high rock.}

ZIRA:	Go for the eyes! Break his jaw! Hit him low! Get them! Do what you must!

{Kiara and Kovu approach from a distance, but the dust of the battle is already rising; they're worried, but they rush towards the battlefield at full speed anyway.}

PUMBAA:	What do we do? What do we do?

TIMON:	There's only one thing we can do, Pumbaa: "When the going gets tough, the tough get going." That's our motto!

PUMBAA:	I thought our motto was "Hakuna Matata"!

TIMON:	Pumbaa, stop living in the past! This is the sequel. We need a new motto!

{Timon and Pumbaa run screaming into the battle, trying to appear as menacing as they can. They are stopped short by a snarling lioness; they turn and run back the way they came.}

TIMON:	Like I said: Let's get going!

{Kovu and Kiara run down an embankment covered with fallen logs; Kovu nearly slips, but catches onto one of the logs and jumps down safely. The logs begin shifting.}

{Vitani appears on a ledge above Nala.}

VITANI:	Where's your pretty daughter, Nala?

NALA:	Vitani!

{Vitani leaps down onto Nala; the two roll down the hill, fighting fiercely.}

{Timon and Pumbaa are being chased by a number of lionesses. They get backed up against a wall, surrounded; Pumbaa puts his face to the wall and covers his eyes. Timon looks around, panicking, and finally sees a way out; he jumps up on Pumbaa's back, bends Pumbaa's tail, cocks it, and holds it like a gun.}

TIMON:	Don't anybody move! This thing's loaded. I'll let you have it!

{The enemy lionesses all shriek and turn tail, fleeing over the horizon.}

TIMON:	Yeah! Yeah... talk about your winds of war!

{Back on the battlefield, Zira is laughing as she views the battle turning in her favor.}

ZIRA:	Simba... {jumps down} you're mine!

{She and her two backup lionesses approach Simba, who is fighting off several enemies at once. The lionesses part, making way for Zira and Simba to fight one-on-one. Just as they are about to land the first blows, Kiara and Kovu leap into the scene, and stand between the two enemies.}

SIMBA:	Kiara?

ZIRA:	Kovu! {he stares at her, his eyes narrowing at her mention of his name} ...Move.

SIMBA:	Stand aside.

KIARA:	Daddy, this has to stop.

ZIRA:	{to Kovu} You're even weaker than I thought. Get out of the way!

KOVU:	You'll never hurt Kiara... or Simba. Not while I'm here.

ZIRA:	{gasp}

SIMBA:	Stay out of this!

KIARA:	A wise King once told me, "We are one." I didn't understand what he meant... now I do.

SIMBA:	But... they...

KIARA:	Them... us. Look at them... they are us. What differences do you see? Aren't we all part of the Circle of Life?

{Simba pauses; the battle has stopped. As Simba and Kiara look at one another, the clouds part and the rain stops. Finally, Simba and his daughter nuzzle.}

ZIRA:	Vitani... now!

VITANI:	No, Mother! Kiara's right. {she walks over to Simba's side, turning around to face Zira} Enough. {Zira's other lionesses look shocked}

ZIRA:	If you will not fight... then you will die as well.

{Some of Zira's lionesses begin to move over onto Simba's side. Zira's eyes begin to panic as her whole pride leaves her.}

ZIRA:	Wh-wha... Where are you going? Get back here!

SIMBA:	Let it go, Zira. It's time to put the past behind us.

ZIRA:	{now alone} I'll never let it go!

{More logs pile up in the river, forming a dam.}

ZIRA:	This is for you, Scar!

{Zira leaps at Simba, but Kiara catches her in mid-flight and rolls over with her; the two lionesses tumble down the embankment.}

SIMBA:	Kiara!

KOVU:	Kiara!

{Simba jumps down the slope, trying desperately to reach Kiara, but she and Zira have already fallen too far for him to catch up. Kiara manages to catch a hold on the ledge, slowing her descent enough for her to jump onto a small ledge. Zira clings to the rocks some distance below Kiara, hanging by her front paws.}

NALA:	Hold on, Kiara!

{The dam of logs breaks; the river suddenly begins to swell to many times its normal flow.}

NALA:	Simba! Simba-- the river!

{The river is rapidly rushing to fill the canyon. Simba leaps from rock face to rock face, trying to reach Kiara. Below, Zira hangs precariously from the rock face. Kiara is above on the ledge.}

KIARA:	Zira! Give me your paw!

{Zira swipes at Kiara, growling. She slips further down the rock face; she glances at the tumbling water and logs below.}

ZIRA:	Ahh... ahhh...

KIARA:	Zira, come on... I'll help you...

{She slides further down the rock wall, scrabbling for traction on the rock, but is unable to climb up. A change comes over Zira's face; she grins slowly up at Kiara.}

ZIRA:	No. ...Never!

{She lets go, and falls back-first into the churning water below. The water and logs carry her under, and the flow in the canyon gradually subsides.}

{Kovu looks down where his mother fell, closes his eyes, and lets out a sigh.}

{Simba is waiting on the rocks near Kiara.}

SIMBA:	Kiara...

KIARA:	Daddy... I tried...

NALA:	Kiara... oh.

PUMBAA:	Wow... that was really brave!

TIMON:	Yeee-haaa!

{Kiara and Kovu approach each other.}

KIARA:	Kovu...

KOVU:	Oh, Kiara.

SIMBA:	Kovu... I was wrong. You belong here.

{Kiara leans into Kovu.}

SIMBA:	Let's go home... all of us.

{The two prides slowly walk back to Pride Rock, with "We Are One" playing in the background. Rafiki blesses the union of Kiara and Kovu with a gesture of his staff.}

PUMBAA:	I love moments like this.

TIMON:	Yeah...

TIMON and PUMBAA:	...Love. Not like... love!

{Zazu isn't amused. Timon and Pumbaa burst into tears. Zazu shields himself with his wings.}

{Simba and Nala lead the procession through the rest of the pride, flanking them with bowed heads; Kiara and Kovu follow. Both couples make their way to the tip of the Promontory; first Simba roars, and then Kovu does. Finally all four roar together. The rest of the pride roars in answer.}

{The clouds part, and Simba is illuminated by a sunbeam; we hear the voice of Mufasa from the clouds.}

MUFASA:	Well done, my son. {the spirit of Mufasa circles around Simba}

{Rafiki smiles and nods as the prophecy comes to completion.}

MUFASA:	We are one.

{Cut to black}

	THE END

Credits

Stinger

{Outlands. Timon and Pumbaa are chowing down on bugs.}

PUMBAA:	Hakuna Matata!

TIMON:	Outlands, shmoutlands... this place is better than Disneyland!

{A bug flies into shot and flits from side to side like Tinker-Bell in the traditional Disney transition-out sequence.}