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The Lion King (1994) script

written by Irene Mecchi, Jonathan Roberts, Linda Woolverton
Mouse/Challenge Scene The Sunrise / Pouncing Scene Painting Scene Scar Tricks Simba Scene Bath Scene Elephant Graveyard/Hyena Scene Disciplinary/Stars Scene Be Prepared Scene Stampede Scene Address and Depaint Scene Buzzards Scene Hakuna Matata Scene Zazu Sings Scene Second Star Scene Discovery Scene In The Jungle Scene "Can You Feel The Love Tonight" Scene Mufasa's Ghost Scene Timon And Nala Scene Running Scene Ledge Scene Hula Scene Confrontation Scene
 
{Open, black screen}

 {Start nature sound effects}

 {Cue Castle screen}

 {Fade to black}

 {Cue lion roar in the background, calling the animals to gather
 to Pride Rock for the Ceremony.}

 [THE CIRCLE OF LIFE]

 [  MS: Male Singer
    BS: Background Singer
    FS: Female Singer (lead) ]

 {Sunrise on African grassland (lightly treed), in time with
 opening chant to The Circle of Life}

 MS: Nants ingonyama bagithi Baba     [Here comes a lion, Father] 

 BS: Sithi uhm ingonyama            [Oh yes, it's a lion]

 {Various shots of animals raising their heads at the sunrise:
 rhinos, antelope, a cheetah, meerkats, storks...}

 MS: Nants ingonyama bagithi Baba     [Here comes a lion, Father] 

 BS: Sithi uhhmm ingonyama            [Oh yes, it's a lion]

     Ingonyama

 MS: Siyo Nqoba                       [We're going to conquer]

 BS: Ingonyama
     Ingonyama nengw' enamabala       
[A lion and a leopard come to this open place]
     {repeats 5}

     Ingonyama nengw' enamabala (Se-to-kwa!)
     Ingonyama nengw' enamabala (Asana)
     {repeats 1}

 {The Circle of Life ground forms in the BS's and holds its
 pattern for eight bars. It is a non-chordal BS part. The
 progressions are in the medium ranges of the strings.
 Various pans and camera views of African animals, all
 moving. Coinciding with the FS pickup in the eighth bar,
 we first view the giraffes, panning to a long shot of all
 the animals in their procession}

 [The Circle of life text]

 FS: From the day we arrive on the planet
     And, blinking, step into the sun
     There's more to see than can ever be seen
     More to do than can ever be done

 {Camera is panning and jumping to elephants, zebras, ants,
 birds, storks, etc... }

     There's far too much to take in here
     More to find than can ever be found
     But the sun rolling high
     Through the sapphire sky
     Keeps great and small on the endless round

 {When the "The Circle of Life" is mentioned the long-
 distance pan centers on Pride Rock where all the animals
 are gathering. Mufasa is on Pride Rock. Long camera arc to
 Mufasa and Zazu.}

     It's the Circle of Life
     And it moves us all

 {Zazu bows to Mufasa, who smiles and nods at him}

     Through despair and hope
     Through faith and love

 {Appearance of Rafiki, the mandrill. He passes between
 ranks of animals, who bow to him; he then climbs Pride Rock
 to where Mufasa is standing.}

     Till we find our place
     On the path unwinding

 {Rafiki and Mufasa embrace.}

     In the Circle
     The Circle of Life

 {Decrescendo in BS. FS drops out. Pan Flute takes simple
 lead.}

 {Mufasa leads Rafiki over to Sarabi, who is holding Simba}

 {Rafiki puts the juice and sand he collects on Simba's
 brow-- a ceremonial crown. He then picks Simba up and
 ascends to the point of Pride Rock. Mufasa and Sarabi
 follow. With a crescendo in the music and a restatement of
 the refrain, Rafiki holds Simba up for the crowd to view.}

 FS: It's The Circle of Life

 {The crowd starts howling, stamping, etc... }

     And it moves us all
     Through despair and hope
     Through faith and love

 {The clouds part and a sunbeam highlights Rafiki and Simba
 on Pride Rock.}

     Till we find our place

 {The crowd bows down, one by one.}

     On the path unwinding

 {Camera slowly zooms out to a striking panoramic view
 of the Presentation.}

     In the Circle
     The Circle of Life

 {Bass drum hit (fff) and immediate switch to black screen
 with title "The Lion King" in blood-red caps.}

 


[Mouse / Challenge Scene]

{Cue mouse sounds}

 {Visual fade into mouse in cave}

 {Mouse comes out and starts preening in the light. Begins
 sniffing. Becomes frightened. Suddenly a large lion paw
 swoops down and catches him.}

 {Cue the Scar theme (dissonant, slow, reed theme). Fade in
 slowly and up full during speech}

 {Camera switch to Scar holding the squeaking and
 struggling mouse in his paw. He talks to it while playing
 with it}

 Scar: Life's not fair, is it? You see I -- well, I... shall
     never be King. {exhale lightly} And you... shall never
     see the light of another day. {closed-mouth laughter.
     Starts to place the mouse on his extended tongue} ...
     Adieu... {quiet laugh}

 Zazu : {Interrupting} Didn't your mother ever tell you not
     to play with your food?

 Scar: {Light sigh. The mouse is under his paw.} What do you want?

 Zazu: I'm here to announce that King Mufasa is on his way. {bows}
     ...So you'd better have a good excuse for missing the
     ceremony this morning.

 {The mouse runs away from Scar}

 Scar: Oh now look, Zazu; you've made me lose my lunch.

 Zazu: Hah! You'll lose more than that when the King gets
     through with you. He's as mad as a hippo with a
     hernia.

 Scar: Oooh... I quiver with FEAR.

 {On "FEAR" Scar crouches down and is baring his teeth at
 Zazu.}

 Zazu: {Very concerned} Now Scar, don't look at me that
     way... HELP!

 {Scar quickly pounces on the bird, catching him in his mouth.}

 Mufasa: {Almost immediately and off-camera} Scar! ...

 Scar: {Mouth full} Mm-hmm?

 Mufasa: Drop him.

 Zazu: {Speaking from Scar's mouth} Impeccable timing, your
     majesty.

 {Scar spits the bird out, covered with saliva}

 Zazu: {Slimed} Eyyccch.

 Scar: {Sarcastically overjoyed} Why! If it isn't my big
     brother descending from on high to mingle with the
     commoners.

 Mufasa: Sarabi and I didn't see you at the presentation of
     Simba.

 Scar: {Faking astonishment} That was today? Oh, I feel
     simply awful.

 {He turns and start scraping his claws on the rock wall.
 Zazu cringes at the sound.}

 Scar: {Admiring his claws} ...Must have slipped my mind.

 Zazu: Yes, well, as slippery as your mind is, as the king's
     brother, you should have been first in line!

 {Scar clicks his teeth at Zazu, who has flown near his
 face. Zazu takes cover behind Mufasa's foreleg. Scar bends
 down to speak to him.}

 Scar: Well, I was first in line... until the little hairball
     was born.

 Mufasa: {Lowering his head and meeting Scar eye to eye}
     That "hairball" is my son... and your future king.

 Scar: Ohh, I shall practice my curtsy.

 {Scar turns away and starts to exit}

 Mufasa: {Warning} Don't turn your back on me, Scar.

 Scar: {Looking back} Oh, no, Mufasa. Perhaps YOU shouldn't
     turn YOUR back on me.

 Mufasa: {Roars and literally jumps in front of Scar, baring
     his teeth for the first time} Is that a challenge?

 Scar: Temper, temper. I wouldn't dream of challenging you.

 Zazu: Pity! Why not?

 Scar: {Looking at Zazu} Well, as far as brains go, I got
     the lion's share. But, when it comes to brute strength
     {looking at Mufasa} ...I'm afraid I'm at the shallow end
     of the gene pool.

 {Exit Scar}

 Zazu: {Deep sigh} There's one in every family, sire... Two
     in mine, actually. {perches on Mufasa's shoulder} And
     they always manage to ruin special occasions.

 Mufasa: What am I going to do with him?

 Zazu: He'd make a very handsome throw rug.

 Mufasa: {Chiding} Zazu!

 Zazu: And just think! Whenever he gets dirty, you could
     take him out and BEAT him.

 {They exit, chuckling. Pan out into open savannah.}

 [Painting Scene]
 {Rise in music-- "This Land" track-- with theme stated in
 African flute, it broadens eventually with chorus and full
 orchestra. We see a rainstorm gently crossing the savannah.
 Multiplane camera approach to Rafiki's baobab tree. Camera
 switch to inside the tree. Rafiki is doing hand paintings on
 the wall. We see he is completing a lion cub.}

 Rafiki: {Mutters to himself, in which the word "Simba" can be
     heard} Hmmm... Ah heh heh heh heh heh... {completing the
     ceremonial crown in the painting} Simba.

 {Horns and brass close theme in a stately manner with a
 decrescendo. Fade to black keeping the painting of the cub
 as a crossover to the fade in of Pride Rock in early
 morning}

 
[The Sunrise/Pouncing Scene]
 
{Simba is seen coming out on the rock. He runs back into
 the cave and leaps over several of the lionesses, accidentally
 jumping on a few.}

 Simba: Dad! Daad! Come on, Dad, we gotta go. Wake up!

 Random Lioness: Oomph!

 Simba: Sorry! ...Oop.

 {Simba starts to wake Mufasa}

 Simba: Dad? Daad. Dad, Dad, Dad, Dad, Dad, Dad, Dad, Dad--

 Sarabi: {Over Simba's endless noise of "Dad"s, sleepily}
     Your son... is awake...

 Mufasa: {Also sleepily} Before sunrise, he's YOUR son.

 Simba: Dad? Daad! Come on, Dad! {tugs at Mufasa's ear.} Daa-- Whoa!

 {He loses his grip on Mufasa's ear, and slips and crashes into
 something off camera. He then comes running back on screen and
 butts Mufasa. Mufasa sleepily eyes his son.}

 Simba: You promised!

 Mufasa: {Seeing his son's impatience} Okay, okay. I'm up.
     I'm up.

 Simba: Yeah!

 {Mufasa yawns a well-recorded lion yawn. Mufasa and Sarabi
 follow Simba up to the top of Pride Rock. Simba rubs up
 against Sarabi; she nudges him ahead and stays behind. Departing
 shot of her, with a loving expression. The sunrise illuminates the
 top of Pride Rock impressively. Both Simba and Mufasa are on the
 point. Cue music.}

 Mufasa: Look, Simba. Everything the light touches is our
     kingdom.

 Simba: Wow.

 {The camera revolves around them, during Mufasa's speech, from a reverse
 view to a frontal shot.}

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

 Simba: And this will all be mine?

 Mufasa: Everything.

 Simba: Everything the light touches. {Simba looks all
     around. He views the rip-rap canyon to the north} What
     about that shadowy place?

 Mufasa: That's beyond our borders. You must never go there,
     Simba.

 Simba: But I thought a king can do whatever he wants.

 Mufasa: Oh, there's more to being king than... getting your
     way all the time.

 {Mufasa starts back down the rock}

 Simba: {Awed} There's more?

 Mufasa: {Chuckles} Simba...

 {Camera switch. Mufasa and Simba are out walking on the
 savannah.}

 Mufasa: Everything you see exists together, in a delicate
     balance. As king, you need to understand that balance,
     and respect all the creatures-- from the crawling ant
     to the leaping antelope.

 Simba: But, Dad, don't we eat the antelope?

 Mufasa: Yes, Simba, but let me explain. 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.

 Zazu: {Lights on a nearby rock} Good morning, sire!

 Mufasa: Good morning, Zazu.

 Zazu: Checking in... with the morning report.

 Mufasa: Fire away.

 Zazu: Well! The buzz from the bees is that the leopards
     are in a bit of a spot...

 {Zazu's speech will continue through without stop. Simba's
 and Mufasa's conversation is the focus.}

 Mufasa: {Distracted} Oh, really?

 {Simba, uninterested in Zazu, pounces at a grasshopper and
 misses}

 Zazu: {Continuing, not noticing Mufasa's lack of
     enthusiasm} ... And the baboons are going ape over
     this. Of course, the giraffes are acting like they're
     above it all...

 Mufasa: {To Simba} What are you doing, son?

 Simba: {Disappointedly looking in his empty paws} Pouncing.

 Mufasa: Let an old pro show you how it's done.

 Zazu: ...The tick birds are pecking on the elephants. I
     told the elephants to forget it, but they can't...

 Mufasa: Zazu, would you turn around?

 Zazu: Yes, sire. {Continuing immediately} The cheetahs are
     hard up, but I always say ...

 Mufasa: {Whispering} Stay low to the ground.

 Zazu: Cheetahs never prosper...

 Simba: {Whispering} Okay, stay low to the ground, right... yeah...

 Zazu: {Realizing something is amiss} What going on?

 Mufasa: A pouncing lesson.

 Zazu: Oh very good. Pouncing. {Realizing} Pouncing!?!
     Oh no, sire, you can't be serious...

 {Mufasa motions for Zazu to turn back around.}

 Zazu: Oh... this is so humiliating.

 Mufasa: {Still whispering} Try not to make a sound.

 Zazu: What are you telling him, Mufasa? {Looking around
     uneasily-- Simba and Mufasa seem to have disappeared.}
     Mufasa? Simba?

 {Simba does a full pounce leaving Zazu stunned on the
 ground}

 Mufasa: Ha ha ha ha ha. That's very good. Ha ha ha...

 {A gopher emerges under Zazu.}

 Gopher: Zazu!

 Zazu: {Exasperated} Yes?

 Gopher: {Saluting} Sir. News from the underground.

 Mufasa: {To Simba} Now, this time--

 Zazu: {Interrupting and with urgency} Sire! Hyenas! In
     the Pride Lands!

 Mufasa: {Serious now} Zazu, take Simba home.

 Simba: Oh, Dad, can't I come?

 Mufasa: {Curtly} No, son.

 {Mufasa heads off at a full gallop}

 Simba: I never get to go anywhere.

 Zazu: Oh, young master, one day you will be king; then you
     can chase those slobbering mangy stupid poachers from
     dawn until dusk.

 {They head off. Camera pulls back to wide view of
 savannah.}

 [Scar Tricks Simba Scene]
{Camera change to Scar on his overhanging rock ledge.
 We see Scar pace once and kick an old bone off the edge.}

 {Enter Simba}

 Simba: Hey Uncle Scar! Guess what!

 Scar: I despise guessing games.

 Simba: I'm going to be king of Pride Rock.

 Scar: {Sarcastically} Oh goody.

 Simba: {Looking out over the edge of the rock} My dad just
     showed me the whole kingdom; {greedily} and I'm going
     to rule it all. Heh heh.

 Scar: Yes. Well... forgive me for not leaping for joy.
     Bad back, you know.

 {Scar flops down on his side.}

 Simba: Hey, Uncle Scar? When I'm king, what will that make
     you?

 Scar: A monkey's uncle.

 Simba: Heh heh. You're so weird.

 Scar: You have NO idea. ...So, your father showed you the
     whole kingdom, did he?

 Simba: Everything.

 Scar: He didn't show you what's beyond that rise at the
     northern border...?

 Simba: {Disappointed} Well, no... he said I can't go there.

 Scar: And he's absolutely right. It's far too dangerous.
     Only the bravest lions go there.

 Simba: Well, I'm brave! What's out th--

 Scar: {Interrupting} No, I'm sorry, Simba, I just can't
     tell you.

 Simba: Why not?

 Scar: Simba, Simba, I'm only looking out for the well-
     being of my favorite nephew.

 {Scar rubs and pats Simba's head}

 Simba: {Snorts sarcastically} Yeah, right, I'm your only nephew.

 Scar: All the more reason for me to be protective... An
     elephant graveyard is no place for a young prince...
     {faking surprise} Oops!

 Simba: {Enthusiastic} An elephant what? Whoa.

 Scar: {Faking dismay} Oh dear, I've said too much... Well, I
     suppose you'd have found sooner or later, you being SO
     clever and all... {pulling Simba near} Oh, just do me
     one favor-- promise me you'll never visit that dreadful
     place.

 Simba: {Thinks} No problem.

 Scar: There's a good lad. You run along now and have
     fun. And remember... it's our little secret.

 {Simba leaves the rock, Scar walks away with an evil smile.
 Menacing music.}

 [Bath Scene]
 
{Simba is running down the slope of the bottom part of
 Pride Rock. He runs down towards two lionesses (Sarabi
 and Sarafina). Sarafina is giving Nala a bath. Music is
 light, almost jazzy. Pan flute lead.}

 Simba: Hey, Nala.

 Nala: Hi, Simba.

 Simba: Come on. I just heard about this great place.

 Nala: {Through clenched teeth} Simba! I'm kind of in the
     middle of a bath.

 Sarabi: And it's time for yours.

 {Simba tries (too late) to escape; Sarabi bends
 down and grabs him. She proceeds to give the struggling
 cub a bath.}

 Simba: Mom! ...Mom. You're messing up my mane.

 {Sarabi smiles.}

 Simba: Okay, okay, I'm clean. Can we go now?

 Nala: So where are we going? It better not be anyplace
     dumb.

 Simba: No. It's really cool.

 Sarabi: So where is this "really cool" place?

 Simba: Oh. {thinks} Uh... around the water hole.

 Nala: The water hole? What's so great about the water
     hole?

 Simba: {Whisper} I'll SHOW you when we GET there.

 Nala: {Whisper} Oh. {Normal} Uh... Mom, can I go with
     Simba?

 Sarafina: Hmm... What do you think, Sarabi?

 Sarabi: Well...

 Nala and Simba: {through broad, forced grins} Pleeeease?

 Sarabi: It's all right with me...

 {Nala and Simba are overjoyed}
 Nala: All right!
 Simba: Yeah!

 Sarabi: ...As long as Zazu goes with you.

 {Simba and Nala stop dead in their celebration}

 Simba: No. Not Zazu.

 [Water Hole Scene]

 {Camera is at a ground angle slightly behind the cubs
 walking towards the water hole. Zazu is visible in the sky
 overhead.}

 Zazu: Step lively. The sooner we get to the water hole,
     the sooner we can leave.

 {Camera angle changes to the cubs from an immediate real
 view}

 Nala: {Whisper} So where we really going?

 Simba: {Whisper} An elephant graveyard.

 Nala: Wow!

 Simba: {Whisper} Shhh! Zazu.

 Nala: {Whisper} Right. So how are we gonna ditch the dodo?

 {Camera switch to just above Zazu. We hear the cubs
 whispering back and forth below}

 Simba: {Whispering} Oh, I know how we can--

 Zazu: {Flying down} Oh, just look at you two. Little seeds
     of romance blossoming in the savannah. Your parents
     will be thrilled... {He lands in front of them} ...what
     with your being betrothed and all.

 Simba: Be-what?

 Zazu: Betrothed. Intended. Affianced.

 Nala: Meaning...?

 Zazu: {As though holding on to his coat lapels} One day,
     you two are going to be married!

 Simba: Yuck!
 Nala: Ewww.

 Simba: I can't marry her. She's my friend.

 Nala: Yeah. It'd be too weird.

 Zazu: Well, sorry to burst your bubble, but you two turtle-
     doves have no choice. It's a tradition...

 {Simba mimics Zazu during these last words}

 Zazu: ...going back generations.

 Simba: Well, when I'm king, that'll be the first thing to go.

 Zazu: Not so long as I'm around.

 {Start fading in intro to "I Just Can't Wait to Be King"}

 Simba: Well, in that case, you're fired.

 Zazu: Hmmm... Nice try, but only the king can do that. {Pokes
     Simba's nose}

 Nala: Well, he's the future king.

 Simba: Yeah. {Thumping Zazu's chest} So you have to do
     what I tell you.

 Zazu: Not yet I don't. And with an attitude like that, I'm
     afraid you're shaping up to be a pretty pathetic king
     indeed.

 Simba: Hmph. Not the way I see it.

 {Full song, colors change to wild pop-African. Background
 abruptly becomes surreal, brightly-colored cartoon style.}

 Simba: I'm gonna be a mighty king
        So enemies beware!

 Zazu: Well, I've never seen a king of beasts

 {Plucks Simba's hair where mane would be}

       With quite so little hair

 {Simba gets a mane of leaves}

 Simba: I'm gonna be the mane event
        Like no king was before

 {Climbs a log}

        I'm brushing up on looking down
        I'm working on my ROAR

 {On "ROAR" he shouts at Zazu, startling him backwards into
 a puddle}

 Zazu: {Drying on what appears to be a hanging towel}
       Thus far, a rather uninspiring thing

 {Camera pulls back; reveals the "towel" as the ear of a red
 elephant which hits Zazu with its trunk as with a golf club,
 sending him skipping like a stone across a shallow pool of
 water; the cubs follow immediately.}

 Simba: Oh, I just can't wait to be king!

 Zazu: {Speaking} You've rather a long way to go, young master,
     if you think...

 {For this verse Zazu is making quick spoken-part replies
 to each line. Simba and Nala are on each side of Zazu; as
 he turns to talk to one, the other makes faces at him.}

 Simba: No one saying do this

 {Zazu: Now when I said that, I--}

 Nala: No one saying be there

 {Zazu: What I meant was...}

 Simba: No one saying stop that

 {Zazu: Look, what you don't realize...}

 Simba and Nala: No one saying see here

 {Zazu: Now see here!}

 Simba: Free to run around all day

 {Simba and Nala are now riding ostriches}

 {Zazu: Well, that's definitely out...}

 Simba: Free to do it all my way!

 Zazu: {Flying ahead of the cubs, looking back to speak to them
 and so not paying attention ahead}
       I think it's time that you and I
       Arranged a heart to heart

 {Flies into a rhino}

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

 {Lights on a branch}

 Zazu: If this is where the monarchy is headed
       Count me out!
       Out of service, out of Africa
       I wouldn't hang about... aagh!

 {The camera pulls back to reveal Zazu has lighted on a log
 being washed towards a waterfall. It disappears over the
 edge. Zazu yells in surprise, but quickly reappears flying
 towards and through the camera.}

       This child is getting wildly out of wing

 Simba: Oh, I just can't wait to be king!

 {The cubs trot up a corridor of zebras standing at attention;
 when Zazu follows, they all turn and raise their tails; Zazu
 covers himself with a wing.}

 {Nala and Simba dance about under a moving herd of elephants
 while the African flute leads a short instrumental sequence.
 Zazu flies overhead, looking for them.  Simba ends up standing
 on a giraffe's head.}

        Everybody look left {Zazu squawks as the herd tramples him}
        Everybody look right

 {Simba hops up a ladder of giraffe heads}

        Everywhere you look I'm

 {Sliding down a giraffe's neck into theatrical pose}

        Standing in the spotlight!

 Zazu: {Speaking, but in strict time} Not yet!

 Chorus: 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 Chorus of hippos, anteaters, antelopes, giraffes, etc.
 forms a pyramid with the cubs on top}

 Simba & Chorus: Oh I just can't wait to be king!
                 Oh I just can't wait to be king!
                 Oh I just can't waaaaaait ... to be king!

 {The pyramid topples leaving the rhino sitting on Zazu}

 Zazu: {Muffled} I beg your pardon, madam, but... GET OFF! ...
     Simba? Nala?

 [Elephant Graveyard/Hyena Scene]


 {Camera change to Simba and Nala making their way away
 from Zazu. They are laughing.}

 Simba: All right, it worked!

 Nala: We lost 'im.

 Simba: {Arrogantly} I... am a genius.

 Nala: Hey, Genius, it was my idea.

 Simba: Yeah, but I pulled it off.

 Nala: With me!

 Simba: Oh yeah? ...Rrarr!

 {Simba jumps at Nala; they tussle quickly. Nala ends on
 top and pins Simba with her forepaws, producing a
 resounding thump.}

 Nala: Ha. Pinned ya.

 Simba: {Annoyed} Hey, lemme up.

 {Nala turns away smiling. Simba looks at her and jumps at her
 again. They tussle, rolling down a short hill. She pins him
 again in the same position with another thump.}

 Nala: Pinned ya again.

 {A geyser makes a loud noise nearby, ejecting steam.
 The camera pulls back to a view of the surroundings that
 the cubs have just noticed. Mostly in grays, we see a dark
 craggy vale filled with skeletons of elephants. Eerie
 music.}

 Simba: This is it. We made it.

 {They look over the edge of the ledge they are on. A large
 bull elephant skull is nearby. The camera follows to survey the
 entire bleak view.}

 Simba and Nala: Whoa!

 Nala: It's really creepy.

 Simba: Yeah... Isn't it great?

 Nala: {Relishing her naughtiness} We could get in big
     trouble.

 Simba: {Enjoying it also} I know, huh.

 Nala: {Looking at the skull} I wonder if its brains are
     still in there.

 Simba: {Walking towards the skull} There's only one way to
     know. Come on. Let's go check it out.

 {Simba walks towards the mouth of the skull. Zazu flaps
 suddenly up in front of them, emitting a sharp squawk of
 "Wrong!" and giving the audience a start.}

 Zazu: The only checking out you will do will be to check
     out of here.

 Simba: Aw, man.

 Zazu: We're way beyond the boundary of the Pride Lands.

 Simba: Huh. Look. Banana Beak is scared. Heh.

 Zazu: {Poking Simba in the nose} That's Mr. Banana Beak to you,
     fuzzy. And right now we are all in very real danger.

 {Simba has moved nearer to the entrance of the skull}

 Simba: Danger? Hah! I walk on the wild side. I laugh in
     the face of danger. Ha ha ha ha!

 {Following Simba's confident laughter we hear more
 laughing from inside the skull. Simba runs back and hides
 behind Nala and Zazu. Three hyenas emerge from the skull's
 eyes and mouth.}

 Shenzi: Well, well, well, Banzai. What have we got here?

 Banzai: Hmm. I don't know, Shenzi. Uh... what do you think,
     Ed?

 Ed: {Crazy laughter}

 {They circle around the cubs and Zazu.}

 Banzai: Yeah, just what I was thinking. A trio of
     trespassers!

 Zazu: And quite by accident, let me assure you. A simple
     navigational error. Eh heh heh...

 Shenzi: Whoa, whoa, wait wait wait... I know you.
     {peering close into the camera} You're Mufasa's
     little stooge.

 Zazu: I, madam, am the king's majordomo.

 Banzai: {Looking at Simba} And that would make you...?

 Simba: The future king.

 Shenzi: Do you know what we do to kings who step out of
     their kingdom?

 Simba: Puh. You can't do anything to me.

 Zazu: Uhh... technically, they can. We are on their land.

 Simba: But Zazu, you told me they're nothing but
     slobbering mangy stupid poachers.

 Zazu: {Aside, surreptitiously, to Simba} Ix-nay on the
     oopid-stay...

 Banzai: Who you callin' "oopid-stay?!?"

 Zazu: {Harried} My, my, my. Look at the sun. {starts to
     try to hasten the cubs away} It's time to go!

 Shenzi: What's the hurry? We'd looove you to stick around
     for dinner.

 Banzai: Yeaaaah! We could have whatever's... "lion" around! {In
     the background} Get it? Lion around! {laughs}

 Shenzi: Oh wait, wait, wait. I got one, I got one. Make
     mine a "cub" sandwich. Whatcha think?

 {Peals of uncontrollable laughter. Ed jumps up and starts
 gesticulating and jabbering.}

 Shenzi: What? Ed? What is it?

 Banzai: {Looking where Ed is pointing} Hey, did we order
     this dinner to go?

 Shenzi: No. Why?

 Banzai: 'Cause there it goes!

 {Camera view to the cubs running off; they stop after a
 bit. Quick camera jump showing Zazu being caught in
 mid-flight.}

 Nala: Did we lose 'em?

 Simba: I think so. Where's Zazu?

 {Camera switch. The hyenas have Zazu near a steam vent.
 Banzai is holding the bird.}

 Banzai: The little majordomo bird hippity-hopped all the
     way to the birdie-boiler. {He walks Zazu to the vent
     and stuffs him into it, plugging it up.}

 Zazu: Oh no. Not the birdie-boiler. {It shoots him off in
     a puff of steam}

 {The hyenas start laughing hysterically}

 Simba: {Now near the hyenas} Hey! Why don't you pick on
     somebody your own size?

 Shenzi: Like... you?

 Simba: Oops.

 {The hyenas start chasing the cubs. They dart around behind
 them and poke their heads through an active methane vent.}

 Shenzi, Banzai, Ed: BOO! {laughter}

 {The hyenas chase the cubs up and over the skull and the cubs
 slip away by sliding down the spine. They shoot off the end of the
 spine and land on a hillside of bones.}

 Nala: Simba!

 {Simba turns around and is horrified to see Nala slipping back down
 the pile.}

 Nala: Aaaaiee!

 {Simba runs bravely back and claws Shenzi across the cheek, drawing
 blood and distracting her while Nala escapes. Shenzi becomes enraged;
 the Hyenas pursue the cubs quickly and corner them in a cave.}

 ************** CUT LINES *********************************
 {For a reason unknown to me, the following line was cut.
 It appeared on story boards and even in the promotional
 pamphlet for the movie [as well as on the first series of
 collector's cards -BT]. It must have been cut fairly late
 in production.}

 Shenzi: Look, boys! A king fit for a meal!

 **********************************************************

 Banzai: {Entering the cave, taunting} Here, kitty, kitty, kitty.

 {Simba tries to roar. He produces a nice medium yowl.}

 Shenzi: Oo-hoo... that was it? Hah. Do it again... come on.

 {Simba opens his mouth to roar again, but we hear a full-
 grown lion roar.}

 Shenzi, Banzai, Ed: Huh?!

 {Mufasa charges the hyenas from camera left and knocks them about
 until they are cringing under him.}

 Shenzi: Oh, please, please. Uncle. Uncle.
 Banzai: Ow. Ow. Ow.

 Mufasa: {Half roar} Silence!

 Banzai: Oh, we're gonna shut up right now.

 Shenzi: Calm down. We're really sorry.

 Mufasa: If you ever come near my son again...

 Shenzi: Oh this is... this is your son?!?

 Banzai: Oh, your son?

 Shenzi: Did you know that?

 Banzai: No... me? I-I-I didn't know it. No. Did you?

 Shenzi: No! Of course not.

 Banzai: No.

 Shenzi and Banzai: Ed?

 Ed: {Stupidly nods yes}

 {Mufasa roars}

 Banzai: Toodles!

 {With a gunshot sound they disappear. Zazu lights in front of
 Mufasa, giving him a "that'll show 'em" nod... but then withers
 under Mufasa's angry glare.}

 Simba: {Approaching his father} Dad, I...

 Mufasa: You deliberately disobeyed me.

 Simba: Dad, I'm... I'm sorry.

 Mufasa: {Stern} Let's go home.

 {They all start walking out of the Burial Grounds, the
 cubs bent down in shame.}

 Nala: {Whispering} I thought you were very brave.

 {The camera steadily pans up one of the walls of the cave.
 It stops on a horrifying image of Scar, standing on a ledge
 where he had been watching the cubs' near-demise.}

 [Disciplinary/Stars Scene]


 {Camera switch to out on the savannah. The cubs are still
 walking in a shamed manner behind Mufasa. Zazu is flying
 between.}

 Mufasa: {Still stern} Zazu?

 Zazu: {Flying forward and lighting in front of Mufasa, his
     trepidation showing} Yes, sire?

 Mufasa: {Stern} Take Nala home. I've got to teach my son a
     lesson.

 {The camera views the cubs. Simba crouches lower in the
 grass as if to hide. Zazu flies back to the cubs.}

 Zazu: Come, Nala. Simba... {puts his wings on Simba's
 shoulders, gives a heavy sigh, and then a reassuring pat}
     Good luck.

 {Zazu and Nala leave. The camera view is of Simba in the
 foreground with Mufasa facing away from the camera in the
 background.}

 Mufasa: {Calling, still very stern, not looking at Simba}
     Simba! {The word reverberates in the night air.}

 {Simba slowly turns and walks towards his father. The
 camera follows him forward. Ominous yet sad music. Simba
 steps into a depression. Looking down he sees that his
 forepaw fits inside just the palmprint of his father's
 paw. A very tense moment for Simba. It comes across to the
 audience that his father could easily do much, much more
 than discipline Simba. [It also comes across that Simba has
 some rather big shoes to fill, so to speak, and is only now
 realizing his true position. -BT] Simba is harshly reminded
 of how small and young he is compared to his father. He looks
 up and, quite courageously, continues to come forward.}

 {Mufasa thinks silently for a few moments, not looking at his
 son. Then, finally, he turns to him.}

 Mufasa: Simba, I'm very disappointed in you.

 Simba: {Very quietly and sadly} I know.

 Mufasa: {Continuing} You could have been killed. You
     deliberately disobeyed me. And what's worse, you put
     Nala in danger!

 Simba: {Bordering on crying, voice cracks} I was just
     trying to be brave like you.

 Mufasa: I'm only brave when I have to be. Simba... being
     brave doesn't mean you go looking for trouble.

 Simba: But you're not scared of anything.

 Mufasa: I was today.

 Simba: {Disbelieving} You were?

 Mufasa: Yes... {bends down close to Simba} I thought I might lose you.

 Simba: Oh. {Lightening slightly} I guess even kings get
     scared, huh?

 Mufasa: Mm-hmm.

 Simba: {Whispering conspiratorially} But you know what?

 Mufasa: {Whispering back} What?

 Simba: I think those hyenas were even scareder.

 Mufasa: {Gentle laugh} 'Cause nobody messes with your dad.
     Come here, you.

 {Mufasa has bent down. He picks Simba up and starts
 giving him a noogie.}

 Simba: Oh no, no... Aaagh! Errrggh!

 {Music rises as Simba and Mufasa tussle playfully for a
 brief while.}

 Simba: Oh, come here... {as Mufasa runs away} Hah! Gotcha!

 {They end up with Mufasa laid down and Simba
 on his head}

 Simba: Dad?

 Mufasa: Hmm?

 Simba: We're pals, right?

 Mufasa: {Gentle laugh} Right.

 Simba: And we'll always be together, right?

 Mufasa: {Sitting up, Simba now on his shoulder} Simba... Let
     me tell you something that my father told me... Look
     at the stars. The great kings of the past look down on
     us from those stars.

 Simba: {Awed} Really?

 Mufasa: Yes... So whenever you feel alone, just remember
     that those kings will always be there to guide you ...
     And so will I.

 [Be Prepared Scene]


 {Camera switch from stars to Hyena cave. As we move into the
 cave, we first hear Banzai's voice and eventually see
 Banzai and Ed together with Shenzi to the side.}

 Banzai: Man, that lousy Mufasa! I won't be able to sit for
     a week! {We notice numerous scratches on Banzai's
     rear}

 Ed: {Laughs}

 Banzai: It's not funny, Ed.

 Ed: {Tries to stop laughing, but bursts out worse}

 Banzai: Hey, shut up!

 Ed: {Can NOT stop laughing}

 {Banzai tackles Ed; they start fighting.}

 Shenzi: Will you knock it off!

 {Banzai stops. Ed continues, biting himself in the leg.}

 Banzai: Well, he started it!

 Shenzi: Look at you guys. No wonder we're dangling at the
     bottom of the food chain.

 Banzai: {With drool dangling from his mouth} Man, I hate
     dangling.

 Shenzi: Shyeah? You know, if it weren't for those lions,
     we'd be runnin' the joint.

 Banzai: Yeah. Man, I hate lions.

 Shenzi: So pushy.

 Banzai: And hairy.

 Shenzi: And stinky.

 Banzai: And man, are they...

 Shenzi and Banzai: UuuugLY! {laughter}

 Scar: {From his perch we saw in the Hyena chase} Oh,
     surely we lions are not all THAT bad.

 Banzai: Ohh. {relieved from the surprise} Oh, Scar, it's
     just you.

 Shenzi: We were afraid it was somebody important.

 Banzai: Yeah, you know, like Mufasa.

 Shenzi: Yeah.

 Scar: I see.

 Banzai: Now that's power.

 Shenzi: Tell me about it. I just hear that name and
     I shudder.

 Banzai: Mufasa.

 Shenzi: {Shivering} Ooooh. ... Do it again.

 Banzai: Mufasa.

 Shenzi: Ooooh!

 Banzai: Mufasa. Mufasa! Mufasa!

 Shenzi: {Builds up hysterical laughter} ...Oooh! It tingles me.

 Scar: I'm surrounded by idiots.

 Banzai: Not you, Scar; I mean, you're one of us. I mean,
     you're our pal.

 Scar: {Sarcastic} Charmed.

 Shenzi: Ohh, I like that. He's not king, but he's still so
     proper.

 Banzai: Yeah. Hey, hey. Did ya bring us anything to eat,
     Scar, old buddy, old pal? Huh? Did-ya-did-ya-did-ya?

 Scar: I don't think you really deserve this. {Holds out a
     zebra haunch.} I practically gift-wrapped those cubs for
     you. {Drops leg to Hyenas} And you couldn't even
     dispose of them. {Intro fade-in on Be Prepared}

 Shenzi: {Chewing with full mouth} Well, ya know. It wasn't
     exactly like they was alone, Scar.

 Banzai: Yeah. What are we supposed to do-- {swallow} kill
     Mufasa?

 Scar: Precisely.

 {The three hyenas pause from eating and look up at Scar
 questioningly.}

 {Three-top flutter to coincide with Scar's
 leaps down to the Hyenas.}

 ************** CUT LINES *********************************
 {Due to plot adjustment, the intro lines to the music
 track Be Prepared were cut. They were originally a
 monologue of Scar trying to decide on using the Hyenas or
 not. These were cut presumably to allow for the earlier
 entrapment of the cubs being credited to Scar. The monologue
 does, however, appear on the soundtrack.}

 Scar: {Spoken over what is now faded intro}
       I never thought hyenas essential.
       They're crude and unspeakably plain.
       But maybe they've a glimmer of potential
       If allied to my vision and brain.

 **********************************************************

 {Scar walks calmly through sheets of flame and gas into the
 camera over the opening bit of the song}

 Scar: {Full song}

 {Scar paces slowly around Ed, who is chewing on the remnants
 of the zebra leg}

     I know that your powers of retention
     Are as wet as a warthog's backside
     But thick as you are, pay attention

 {He angrily swats the bone away; Ed comes to abrupt attention}

     My words are a matter of pride

     It's clear from your vacant expressions
     The lights are not all on upstairs

 {Waving his paw in front of Ed's blank eyes to make his point;
 Ed's tongue lolls out}

     But we're talking kings and successions
     Even you can't be caught unawares

 {Shenzi and Banzai are laughing on a ledge behind him; on
 "you," Scar turns and leaps at them, throwing them backward
 onto a pair of geysers, which then erupt, throwing the two
 hyenas into the air.}

 {In the next verse, Scar is strutting theatrically along a
 ledge which runs around back to the floor.}

     So prepare for a chance of a lifetime
     Be prepared for sensational news
     A shining new era
     Is tiptoeing nearer

 Shenzi:
     And where do we feature?

 Scar: {Grabbing Shenzi's cheek}
     Just listen to teacher

 {Shenzi rubs her cheek, which is now bruised red}

     I know it sounds sordid
     But you'll be rewarded
     When at last I am given my dues
     And injustice deliciously squared

 {Scar leaps up beside Ed, who is again chewing on the bone,
 and here kicks him off the ledge}

     Be prepared!

 {The three hyenas land in a pile of bones and are submerged;
 they reappear, each with a different horned skull on his
 head.}

 {Spoken}

 Banzai: Yeah, Be prepared. Yeah-heh... we'll be prepared, heh. 
     ...For what?

 Scar: For the death of the king.

 Banzai: Why? Is he sick?

 {Scar grabs Banzai by the throat}

 Scar: No, fool-- we're going to kill him. Simba too.

 {Dropping Banzai back onto the floor}

 Shenzi: Great idea! Who needs a king?

 Shenzi (and then Banzai): {Sing-song voices, dancing around Banzai} 
     No king! No king! la--la-la--la-laa-laa!

 Scar: Idiots! There will be a king!

 Banzai: Hey, but you said, uh...

 Scar: I will be king! ...Stick with me {triumphant, toothy grin}, and
     you'll never go hungry again!

 Shenzi and Banzai: Yaay! All right! Long live the king!

 {Camera reveals hundreds of more hyenas in the shadows.}

 All Hyenas: Long live the king! Long live the king!

 {Full song again}

 {Scar's army of hyenas is goose-stepping across the floor
 of the cave, now stylized into a Nazi-esque quadrangle}

 Hyenas: {In tight, crisp phrasing and diction}
     It's great that we'll soon be connected.
     With a king who'll be all-time adored.

 Scar:
     Of course, quid pro quo, you're expected
     To take certain duties on board

 {Motions a slice across the neck}

     The future is littered with prizes
     And though I'm the main addressee
     The point that I must emphasize is

 {Leaps off his rock throne to single out one hapless hyena}

     You won't get a sniff without me!

 {That hyena slips and falls into a fiery crevice}

 {Throughout the next verse, the entire horde of hyenas joins
 in dancing boisterously, leaping along the tops of rock
 pillars, shaking animal skeletons in the light, one playing
 a rib cage/xylophone.}

     {The paranthetical parts are the hyenas' counterpoint singing}

     So prepare for the coup of the century
     (Oooh!)
     Be prepared for the murkiest scam
     (Oooh... La! La! La!) {rear ends punctuating}
     Meticulous planning
     (We'll have food!)
     Tenacity spanning
     (Lots of food)
     Decades of denial
     (We repeat)
     Is simply why I'll
     (Endless meat)
     Be king undisputed
     (Aaaaaaah...)
     Respected, saluted
     (...aaaaaaah...)
     And seen for the wonder I am
     (...aaaaaaah!)

     Yes, my teeth and ambitions are bared
     (Oo-oo-oo-oo-oo-oo-oo)
     Be prepared!

 All (Even Ed, who can be heard growling and snarling an
 approximation of the lines):
     Yes, our teeth and ambitions are bared
     Be prepared!

 {Close with a fill-in and a fade-out.  Scar and the hyenas are
 laughing evilly. Drum roll rises to a crash coinciding with the
 panoramic opening of the next scene.}

 [Stampede Scene]


 {Camera switch to a view of a large canyon.  Cloud shadows scroll slowly
 over the landscape.}

 Scar: Now you wait here. Your father has a marvelous
     surprise for you.

 {Camera switch to bottom of the gully. Scar and Simba are
 near a rock, underneath a small tree.}

 Simba: Oooh. What is it?

 Scar: If I told you, it wouldn't be a surprise, now would
     it?

 Simba: If you tell me, I'll still act surprised.

 Scar: Ho ho ho. You are such a naughty boy.

 Simba: Come on, Uncle Scar.

 Scar: No-no-no-no-no-no-no. This is just for you and your daddy.
     You know, a sort of... father-son... thing.

 {Through Simba's expression, we see that he resents Scar's dismissive
 attitude, but soon shrugs it off.}

 Scar: Well! I'd better go get him.

 Simba: I'll go with you.

 Scar: {Loud, snapping tone} No! {regaining composure} Heh heh heh.
     No. Just stay on this rock. You wouldn't want to end up in
     another mess like you did with the hyenas...

 Simba: {Shocked} You know about that?

 Scar: Simba, everybody knows about that.

 Simba: {Meek and embarrassed} Really?

 Scar: Oh, yes. Lucky Daddy was there to save you, eh? {clearly
     enjoying himself; he puts a paw on Simba's shoulder} Oh...
     and just between us, you might want to work on that little
     roar of yours. Hmm?

 {Scar starts to pull away}

 Simba: Oh... Okay...

 {Scar pats Simba roughly on the head, then moves off.}

 Simba: Hey, Uncle Scar, will I like the surprise?

 Scar: {Turning back over his shoulder} Simba, it's to DIE for.

 {The camera slowly pans up the side of the gorge away from
 Scar and Simba. After a distance of rock, we reach the
 edge and view on the plain a very large herd of
 wildebeest; the size of the herd comes across with a striking
 computer-generated parallax pan. The camera then focuses in on the
 hyenas (Shenzi, Banzai, and Ed), who are waiting off of the edge
 of the herd, hidden under a rock arch.}

 Banzai: {Stomach growls}

 Shenzi: Shut up.

 Banzai: I can't help it. I'm so hungry... {jumping up} I
     gotta have a wildebeest!

 Shenzi: Stay put.

 Banzai: Well... can't I just pick off one of the little sick ones?

 Shenzi: No! We wait for the signal from Scar.

 {Camera switch to Scar mounting a rock in view of the hyenas}

 Shenzi: There he is... {making an evil, almost humorous face}
     let's go.

 {Camera switch back to Simba}

 Simba: Little roar. Puh!

 {A lizard walks past Simba. He growls at it.}

 Simba: Rarrr!

 {The lizard has no reaction to this first attempt. Simba then
 jumps down and tries again.}

 Simba: Rrrraowr-nh!

 {For the third attempt, Simba moves closer again and inhales
 deeply.}

 Simba: RAOWR!

 {The lizard skitters off screen. Simba's roar echoes around the canyon.
 Shot of Simba lifting his ears to relish the echo. The echo is
 soon eclipsed, however, by a low rumble. Simba looks
 down and sees pebbles jumping. Cue the very sinister "To Die For"
 music. We see the herd coming over the lip of the gorge. Dramatic
 multi-layer camera pull up to Simba's terrified face. Simba takes
 off in front of the herd.}

 {Cut to the rim of the gorge, where the Hyenas are seen chasing
 the wildebeest herd, nipping at their heels to drive them over
 the edge. Camera switch to Mufasa and Zazu a short distance from
 the canyon.}

 Zazu: Oh look, sire; the herd is on the move.

 Mufasa: Odd...

 {Scar runs up, out of breath}

 Scar: Mufasa. Quick. Stampede. In the gorge. Simba's down
     there!

 Mufasa: Simba?

 {Camera switch to Simba. He is running and climbs up a
 dead tree. Zazu flies ahead of Mufasa and Scar, down into
 the canyon. He spots Simba.}

 Simba: {Clinging precariously to a tree} Zazu! Help me!!

 Zazu: Your father is on the way! Hold on!

 Simba: {Losing grip} Hurry!

 {Mufasa and Scar are on the lower ledges of the gorge.
 Zazu flies back to Mufasa and points out where Simba is.}

 Zazu: There! There! On that tree!

 Mufasa: Hold on, Simba!

 {In the gully, a wildebeest rams the tree Simba's on,
 nearly breaking it.}

 Simba: Ahhhh!

 {Mufasa runs out into the herd, joining the stampede.}

 Zazu: Oh Scar, this is awful. What will we do? What will
     we do? Hah ... I'll go back for help, that's what I'll
     do, I'll go back for he--oomph!

 {Scar backhands Zazu into a rock wall, knocking him out.
 Scar then follows Mufasa's progress from the lip of the
 gorge, his shadow cast mysteriously from the bottom of the
 gully {!}. Mufasa runs with the herd till slightly past the
 tree. He whips around the front of some wildebeest and
 runs into the herd towards Simba's tree. He gets rammed
 head-first once, throwing him to the ground. A wildebeest
 hits Simba's tree, throwing Simba into the air. Mufasa gets
 up in time to catch Simba in the air with his mouth. He
 gets hit again and accidentally throws Simba. Simba dodges
 a few oncoming wildebeest. Mufasa runs by with the herd
 and grabs Simba. He jumps up to a near rock ledge and sets
 Simba down, but is immediately struck by a wildebeest and
 carried off into the stampede.}

 Simba: DAD!

 {Simba watches in horror as he cannot find his father in
 the swirling mass of wildebeest below him. At the last
 second, Mufasa leaps out of the herd and starts to climb
 with great difficulty up the sheer rock slope. Simba
 turns and starts to climb up to the top of the gorge. Out
 of Simba's sight, Mufasa reaches a point right below a
 ledge where he can't climb due to the steepness. His claws are
 scraping and his back paws have no traction. Above him on
 the ledge is Scar.}

 Mufasa: Scar! Broth-- {slips, barely hangs on} Brother! Help me!

 {Scar looks disdainfully down, and then suddenly latches
 onto Mufasa's forepaws with claws extended. Mufasa roars,
 primarily from the sudden pain of Scar's claws, but no doubt also
 due to the sudden flash of realization. His expression slowly
 changes to one of horror as he recognizes Scar's intent.}

 Scar: {Slowly and evilly} Long live the king.

 {Scar throws his brother backwards. Mufasa free-falls,
 back first. The camera follows Mufasa down from under him,
 then from above him, showing the stampede raging below.}

 Mufasa: Aaaaaaahh!

 {Camera suddenly focuses in on Simba, who is watching his
 father hit the ground. No sound effects of the hit. No
 view of it either. Mufasa and Simba's screams mingle.}

 Simba: Nooooooo!

 {The herd passes. Everything is clouded by dust. Simba
 bounds to the canyon floor. Mufasa is nowhere to be
 seen.}

 Simba: {Cough} Dad!!

 {We hear a sound}

 Simba: {Quietly} Dad?

 {We see a stray wildebeest run past, the source of the
 sound. The wildebeest curves around a log further down the
 gully. Under the log is Mufasa, laying on his side. He is
 not moving or breathing. Simba approaches the body. Sad
 musical theme. Again we notice how small Simba really is.}

 Simba: {Hopefully} Dad? ...Dad, come on. {He rubs up
     against Mufasa's cheek. The head merely rolls back in
     place after the rub} You gotta get up. {He places both
     forepaws on his father's cheek and pushes} Dad. We gotta go
     home. {He tugs at Mufasa's ear. Again the head limply
     moves back in place. Simba runs off a bit, obviously
     very scared.} HEEEEELP! Somebody! {His voice reverberates
     hollowly off the sides of the gorge.} Anybody... help.

 {He cries. Simba turns back to the body. He nuzzles up under the
 limp paw so that his father is embracing him. Pause for effect.}

 {Where the music would resolve, we hit a minor chord as
 the image of Scar advancing appears through the dust.}

 Scar: Simba. ...What have you done?

 Simba: {Jumps back, crying} There were wildebeests and he
     tried to save me... it was an accident, I... I didn't
     mean for it to happen.

 Scar: {Embracing Simba, yet still distant} Of course, of
     course you didn't. No one... ever means {pulls Simba
     closer; Simba hides his face on Scar's foreleg} for
     these things to happen. ...But the king IS dead. {looking
     with mock regret at Simba) And if it weren't for you, he'd
     still be alive. {Simba is crushed, believing his guilt.
     Another thought "occurs" to Scar.} Oh! What will your
     mother think?

 Simba: {Sniffing} What am I gonna do?

 Scar: Run away, Simba. Run... Run away and never return.

 {Simba runs off blindly, obviously broken. Slight pause,
 for the audience to catch its emotional breath.  Music ends.
 The three hyenas appear behind Scar.}

 Scar: Kill him.

 {The hyenas take off after him; Scar stands motionless.
 Simba is chased up the entire length of the gully. He
 reaches the lip only to see a sheer drop on the other
 side. Having no choice he jumps and tumbles down into a
 patch of briars below. The hyenas pursue the entire way.
 When the are running down towards the briars, Banzai sees
 them and recoils.

 Banzai: Whoa!!

 {After skidding extensively, Banzai manages to stop just above
 the brambles.  He heaves a sigh of relief.  Then Shenzi and Ed run
 into him, propelling him into the bushes.}

 Banzai: Yeow! {Jumping back out of the bushes}

 {Shenzi and Ed are laughing}

 Shenzi: {Seeing Simba emerge from the far side of the
     briars into the desert} Hey-- There he goes! There he goes!

 Banzai: {Removing thorns} So go get 'im.

 Shenzi: There ain't no way I'm going in there. What, you
     want me to come out there looking like you? Cactus
     Butt?

 Banzai: {Spitting out thorns into Ed's laughing face; Ed
     lets out a small yelp of pain} We gotta finish the job.

 Shenzi: Well, he's as good as dead out there anyway. And
     IF he comes back, we'll kill him.

 Banzai: {Shouting} Yeah! you hear that?  If you ever come
     back, we'll kill ya!!!

 {"Kill ya" echoes off as we see Simba still running into the
 desert. The Hyenas make their way off the cliffs back to
 the Pride Lands.}

 [Address and Depaint Scene]
 {Camera change to Scar addressing the lionesses by the
 moon on Pride Rock.}

 Scar: Mufasa's death was a terrible tragedy; but to lose
     Simba, who had barely begun to live...

 {Camera pans around the lionesses. Some of them, with Zazu, are
 comforting Sarabi, who bends her head in extreme pain.  Nala is
 rubbing against her mother's paw, crying.}

 Scar: ...For me it is a deep personal loss. So it is with a
     heavy heart that I assume the throne. Yet, out of the
     ashes of this tragedy, we shall rise to greet the
     dawning of a new era... {The hyenas start emerging, casting
     eerie green shadows and laughing hollowly} ...in
     which lion and hyena come together, in a great and
     glorious future! {Scar ascends Pride Rock as the hyenas
     appear in full force.}

 {The camera pans to Rafiki who is shaking his head in the
 distance. The scene changes with Rafiki in the same position.
 He is in his tree house. After wiping away a tear, he
 reaches up and rubs his hand across the cub painting,
 smearing it. The camera changes. The painting, smeared, is
 overlaid on Simba laying out in the hot desert sun.}

 [Buzzards Scene]


 {Buzzards are circling the cub's body. One descends, then
 all. They circle around it. With a blast of music, Timon
 riding Pumbaa appears and dives into the midst of the
 buzzards. They slap and kick the buzzards all away.}

 Timon: Yeeeeeeeeeeeeeeeeeeeeaaaahh! Get out! Get out! Get 
     outta here! Whoo!

 Pumbaa: I love it! Bowling for buzzards!

 Timon: {Laughing, dusting himself off} Gets 'em every time.

 Pumbaa: {Looking at Simba} Uh-oh. Hey Timon. You better
     come look. I think it's still alive.

 Timon: Ewww...

 {Timon walks to the front of Simba. He is lying with his
 paw over his face.}

 Timon: All righty, what have we got here? {he smells
     Simba}

 {He tries to lift Simba's paw. He can't. He gets under it
 and with a great push gets it above his head. He sees
 Simba's face.}

 Timon: Jeez, it's a lion! {Jumping up on Pumbaa} Run,
     Pumbaa! Move it!

 Pumbaa: Hey, Timon. It's just a little lion. Look at him.
     He's so cute, and all alone! Can we keep him?

 Timon: {Yelling into Pumbaa's ear, which creates a reverberating
     effect} Pumbaa, are you nuts? We're talking about a lion.
     Lions eat guys like us.

 Pumbaa: But he's so little.

 {He leans over to regard Simba, and accidentally dumps Timon
 from his head.}

 Timon: He's gonna get bigger.

 Pumbaa: {Seen from Timon's point of view on the ground, with a
      huge nose) Maybe he'll be on our side.

 Timon: A--huh! That's the stupidest thing I ever heard. Maybe
     he'll b-- ...Hey, I got it! What if he's on our side?
     You know, having a lion around might not be such a bad
     idea.

 Pumbaa: So we keeping 'im?

 Timon: Of course. Who's the brains in this outfit?

 {Pumbaa scoops Simba up on his tusks}

 Pumbaa: Uhhh...

 Timon: My point exactly. Jeez, I'm fried. Let's get out of
     here and find some shade.

 {Pumbaa trots off with Timon on his back and carrying Simba.}

 [Hakuna Matata Scene]


 {Camera switch to Pumbaa, Timon, and Simba near a pool of
 water and oasis. Simba has been laid near the water. Timon
 splashes some water in Simba's face. Simba stirs.}

 Timon: You okay, kid?

 Simba: I guess so.

 Pumbaa: You nearly died.

 Timon: I saved you.

 Pumbaa: {Snorts at Timon}

 Timon: Well, uh, Pumbaa helped. A little.

 Simba: {Dully} Thanks for your help.

 {Simba heads off quietly back out towards the desert.}

 Timon: Hey, where you going?

 Simba: Nowhere.

 Timon: {Watching Simba, talking to Pumbaa} Gee. He looks
     blue.

 Pumbaa: I'd say brownish-gold.

 Timon: No, no, no, no. I mean he's depressed.

 Pumbaa: Oh.

 {Pumbaa trots up to Simba}

 Pumbaa: Hey kid, what's eatin' ya?

 Timon: Nothing; he's at the top of the food chain!
     Ahhhhhhha ha haaa! The food cha-haain! {Pumbaa and Simba
     stare at him silently} Ha ha hum... ahem. {Realizing his
     joke flopped} So, where you from...?

 Simba: Who cares? I can't go back.

 Timon: Ahh. You're an outcast! That's great, so are we.

 Pumbaa: What'cha do, kid?

 Simba: Something terrible. But I don't wanna talk about it.

 Timon: Good. We don't wanna hear about it.

 Pumbaa: {To Timon} Come on, Timon. {To Simba} Anything we
     can do?

 Simba: Not unless you can change the past.

 Pumbaa: You know, kid, in times like this my buddy Timon
     here says, "You got to put your behind in your past..."

 Timon: {Waving arms} No. No. No.

 Pumbaa: I mean...

 Timon: Amateur. Lie down before you hurt yourself. {to Simba}
     It's "You got to put your past behind you." Look, kid. Bad
     things happen, and you can't do anything about it, right?

 Simba: Right.

 Timon: {Pokes Simba's nose} Wrong! When the world turns its back 
     on you, you turn your back on the world.

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

 Timon: Then maybe you need a new lesson. Repeat after me.
     {Clears throat} Hakuna Matata.

 Simba: {Still lethargic} What?

 Pumbaa: Ha-ku-na Ma-ta-ta. It means "No worries."

 {Full Song, no fade in except in marimba chords}

 Timon:
     Hakuna Matata!
     What a wonderful phrase

 Pumbaa:
     Hakuna Matata!
     Ain't no passing craze

 Timon:
     It means no worries
     For the rest of your days

 {Timon pulls Simba over to a green bush and leans him back on it.}

 Both:
     It's our problem-free
     Philosophy

 Timon: {Filing down one of Simba's claws}
     Hakuna Matata!

 {Spoken section over background}

 Simba:  Hakuna matata?

 Pumbaa: Yeah, it's our motto.

 Simba: What's a motto?

 Timon: Nothing! What's a motto with you? Ahh ha ha ha...

 Pumbaa: {Laughing} You know, kid-- These two words will
     solve all your problems.

 Timon: That's right! Take Pumbaa for example.

 {Back into song}

 Timon:
     Why, when he was a young warthog...

 Pumbaa: {Italian counter-tenor range}
     When I was a young wart hoooog!

 Timon: {Speaking, cleaning ear} Very nice.

 Pumbaa: Thanks!

 Timon: {Singing}
     He found his aroma lacked a certain appeal
     He could clear the savannah 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!}
     Thoughta changin' my name
     {Oh, what's in a name?}
     And I got downhearted
     {How did you feel?}
     Ev'rytime that I...

 Timon: {Speaking} Pumbaa! Not in front of the kids!

 Pumbaa: {Speaking} Oh... sorry.

 {String pizzicato. Simba looks into the camera, surprised.}

 {Simba watches with growing interest as Timon hoists Pumbaa into a
 vine loop above his head, where he begins swinging.}

 Pumbaa and Timon:
     Hakuna Matata!
     What a wonderful phrase
     Hakuna Matata!
     Ain't no passing craze

 Simba: {After becoming more and more enthusiastic, he finally
 joins in singing, a spotlight falling on him.)
     It means no worries
     For the rest of your days

Timon: {Not singing, doing a vaudeville knee-slide up to Simba}
     Yeah, sing it, kid!

 Simba and Timon:
     It's our problem-free ...........
 Pumbaa: {Landing next to them, with a flatulent sound}
     ..................... philosophy...

 All three:
     Hakuna Matata!

 {Timon pulls back a fern leaf, revealing a beautiful view
 of a rift-jungle. Waterfalls and rugged terrain make a
 beautiful view. Harp runs accentuate the scene.}

 Timon: Welcome... to our humble home.

 Simba: You live here?

 Timon: We live wherever we want.

 Pumbaa: Yep. Home is where your rump rests. Heh!

 Simba: It's beautiful.

 Pumbaa: {Loud raunchy belch} I'm starved.

 Simba: I'm so hungry I could eat a whole zebra.

 {Timon is rather disturbed by Simba's want for meat-- a little
 bit taken aback and a little bit I-knew-this-would-happen.}

 Timon: Eeeahhah. We're fresh out of zebra.

 Simba: Any antelope?

 Timon: Na ah.

 Simba: {A bit desperate} Hippo?

 Timon: Nope. Listen, kid; if you live with us, you have to
     eat like us. Hey, this looks like a good spot to
     rustle up some grub.

 {Timon has stopped in front of a log. Pumbaa forces it up
 with his snout, revealing many insects. Timon picks one up.}

 Simba: Eeew. What's that?

 Timon: A grub. What's it look like?

 Simba: Eeew. Gross.

 Timon: {Eating, mouth full} Mmmm. Tastes like chicken.

 {Pumbaa slurps up a large worm from the ground. Both
 Timon and Pumbaa are feasting on bugs by now.}

 Pumbaa: {Slurping} Slimy, yet satisfying.

 Timon: {Grabbing a bug} These are rare delicacies. Mmmm.
        {Crunches} Piquant, with a very pleasant crunch.

 Pumbaa: You'll learn to love 'em.

 Timon: I'm telling you, kid, this is the great life. No
     rules. No responsibilities. {pokes his hand into a knothole--
     many bugs scramble out} Oooh! The little cream-filled kind.
     {munch} And best of all, no worries.

 {Timon has been collecting bugs on a leaf. He offers it to
 Simba. Simba picks out a grub.}

 Timon: Well, kid?

 Simba: Oh well-- Hakuna Matata. {He eats}

 {Sick music}

 Simba: {Looking more cheerful} Slimy, yet satisfying.

 Timon: That's it!

 {The bugs fly off the leaf in a colorful flutter.}

 {The scene switches to all three crossing a log, walking
 and tossing their heads to the music. With a steady build
 in the music, a change occurs. We see the image of young
 Simba become an adolescent Simba, with a partial mane. And
 then again, Simba becomes a full grown adult. While the
 chanting of the title is happening, the camera is panning at
 the low level (6" off ground) where all the interaction
 between Pumbaa, Timon, and Simba as a cub had been
 occurring. First we see Timon, and then Pumbaa. The camera
 continues panning at a low angle to where the cub Simba
 would fit. Instead we see the adult Simba's paw come down.
 An immediate back up for a full view of a big Simba.}

 Pumbaa and Timon: {Chanting to music} Hakuna matata,
     hakuna matata, hakuna matata.

 Simba: {Adult voice now.}
     It means no worries
     For the rest of your days.

 All three:
     It's our problem-free
     Philosophy

 Simba:
     Hakuna Matata

 {All three dive off of the log into a pond. First, Timon
 jumps in doing a cannonball, and makes a small splash.
 Then Pumbaa, doing a swan dive, makes a small splash too.
 Finally Simba swings out on a vine (gripped in his teeth).
 Before he can dive, the vine breaks under his weight. The
 resulting splash is big enough to wash Pumbaa and Timon
 ashore.}

     Hakuna Matata

 {Simba joins Timon and Pumbaa on shore. The song breaks
 into gentle jazz voice improvisations on the words "Hakuna
 Matata." We see a rear view of Timon, Pumbaa, and Simba
 boogeying off into the forest to the beat of "Hakuna Matata."}

 [Zazu Sings Scene]


 {The camera switches to a far view of Pride Rock. Almost
 all of the coloring is in gray. Most of the plants and
 trees appear to be dead. We can hear Zazu's first line and
 then the scene switches to a view of Zazu and Scar. Zazu
 is in a cage made of some animal's ribcage, singing.
 Scar is laying out on a rock picking his teeth with a
 bone.}

 Zazu:
     Nobody knows
     The trouble I've seen
     Nobody knows
     My sorrow...

 Scar: Oh Zazu, do lighten up. {He tosses the bone at Zazu
     and it clatters against the cage} Sing something with
     a little... bounce in it.

 Zazu: {Thinks a moment}
     It's a small world after all...

 Scar: {Interrupting, almost shouting} No! No. Anything but
     that!

 Zazu: {Thinks, then holds up a feather as a tune comes to him.}
     I've got a lovely bunch of coconuts
     (diddely-dee-dee)
     There they are a-standing in a row...

 {Scar is enjoying this and starts to join in}

 Zazu and Scar: Big ones, small ones, some as big as your
     head...

 Zazu: {While Scar continues} Oh... I would never have had to do
     this for Mufasa.

 Scar: {Quick and angry} What? What did you say?

 Zazu: Oh, nothing!

 Scar: You know the law: Never, ever mention THAT name in
     my presence. I... am... the KING!

 {Scar shoves his muzzle between the ribs of Zazu's cage on the
 last line.  His breath blows Zazu up against the wall.}

 Zazu: Yes, sire. You ARE the king. I... I...  Well, I only
     mentioned it to illustrate the differences in your
     royal managerial approaches. {Nervous laugh}

 Banzai: {Offstage} Hey Boss!

 Scar: Oh, what is it this time?

 Banzai: We got a bone to pick with you.

 Shenzi: {To Banzai} I'll handle this. {To Scar} Scar,
     there's no food, no water...

 Banzai: Yeah, it's dinner time, and we ain't got no
     stinkin' entrees.

 Scar: {Exasperated} It's the lionesses' job to do the hunting...
     {makes helpless gesture}

 Banzai: Yeah, but they won't go hunt.

 Scar: Oh... eat Zazu.

 Zazu: Oh, you wouldn't want me. I'd be so tough and gamey
     and... eeww...

 Scar: Oh, Zazu, don't be ridiculous. All you need is a
     little garnish.

 Banzai: {To Shenzi} I thought things were bad under
     Mufasa.

 Scar: {Quick and angry again} What did you say?

 Banzai: I said Muf...

 {Shenzi is smiling at Scar and thwaps Banzai to remind him.}

 Banzai: I said, uh... "Qué pasa?"

 Scar: Good. Now get out.

 {The hyenas start out but then pause}

 Banzai: Mm... yeah, but-- we're still hungry.

 Scar: Out!

 {They run off; Ed lets loose a crazy laugh}

 [Second Star Scene]
 {The camera switches to a view of the jungle. We hear a
 monstrous belch reverberate across the landscape. The
 camera switches to Timon, Pumbaa, and Simba lying on their
 backs looking at the stars.}

 Timon: Whoah. Nice one, Simba.

 Simba: Thanks. Man, I'm stuffed.

 Pumbaa: Me too. I ate like a pig.

 Simba: Pumbaa-- you are a pig.

 Pumbaa: Oh. Right.

 {All three sigh deeply, in unison. Gentle music fades in.}

 Pumbaa: Timon?

 Timon: Yeah?

 Pumbaa: Ever wonder what those sparkly dots are up
     there?

 Timon: Pumbaa. I don't wonder; I know.

 Pumbaa: Oh. What are they?

 Timon: They're fireflies. Fireflies that uh... got stuck up
     in that big... bluish-black... thing.

 Pumbaa: Oh. Gee. I always thought that they were balls of
     gas burning billions of miles away.

 Timon: Pumbaa, wit' you, everything's gas.

 Pumbaa: Simba, what do you think?

 Simba: Well, I don't know...

 Pumbaa: Aw come on. Give, give, give .. Well, come
         on, Simba, we told you ours... pleeeease?
 Timon: Come on, come on... give, give..

 {Cue "Lea Halalela" theme.}

 Simba: {Reluctantly} Well, somebody once told me that the great
        kings of the past are up there, watching over us.

 Pumbaa: {Awed, either genuinely or mockingly} Really?

 Timon: You mean a bunch of royal dead guys are watching
     us? {tries to keep composure, then...} Pbbb.

 {Timon breaks out laughing. Pumbaa joins in. Simba does
 half-heartedly.}

 Timon: Who told you something like that? What mook made
     that up?

 Simba: Yeah. Pretty dumb, huh?

 Timon: Aw, you're killing me, Simba.

 {The music rises again. Simba looks back up at the stars.
 He quietly gets up and leaves.}

 Timon: Was it something I said?

 [Discovery Scene]


 {The music continues.  Simba walks out on a ledge and
 looks up at the stars. He then collapses to lay on the
 edge of the ledge. Milkweed floss is stirred into the air
 by his flop. The camera follows its path. It crosses the
 desert. Next we see Rafiki's hand snatch some it out of
 the air. He sniffs it, grunts, and bounds down into his
 tree. He pours the milkweed into a turtle shell, sifts 
 it around, and then eats from the same kind of fruit he 
 anointed Simba with. Examining the milkweed floss again,
 realization dawns on his face.}

 Rafiki: Simba? He's- he's alive? He he- he's alive! {He laughs}

 {Rafiki grabs his staff. Laughing in delight, he picks up some
 paint and puts a mane on the smeared lion image on the wall.}

 Rafiki: It is time!

 [In The Jungle Scene]
 {The camera switches to a jungle scene. We hear Pumbaa
 singing the familiar bass to "The Lion Sleeps Tonight".
 Timon joins in as they walk towards the camera. A Capella.}

 Pumbaa: {Singing}
     Ohi'mbube
     Ohi'mbube
     {etc.....}

 Timon: {Singing}
     In the jungle
     The mighty jungle
     The lion sleeps tonight.

     In the jungle
     The mighty jungle

 {Pumbaa turns to follow a bug; he fades out.}

     The lion sleeps...
     {Speaking} I can't hear you, buddy, back me up!

 {Pumbaa has faded out, having followed the bug stage left. The
 following line is in full and good falsetto.}

     A-WEEEE-ee-EE-ee ba-Pum-ba-bum-ba-way

 {Realizing Pumbaa is not there}

     A-Pumbaa?
     Pumbaa?

 {Camera switch to Pumbaa following the bug. He is still
 humming the bass. He stalks the bug up to a log, theatrically
 hiding behind a tree. When he tries to jump over the log he gets
 stuck momentarily and looks back.}

 Pumbaa: {Spooked} Timon? {Looks around, then shrugs}

 {He jumps over the log. As he views the bug at close range,
 the camera (at his viewpoint) switches focus from it to a
 pair of green eyes out in the grass. The camera closes up
 on a lioness getting ready to jump.}

 Pumbaa: YEEEEAAAHHH!

 {He runs, with the lioness in hot pursuit. The lioness,
 with teeth and claws bared, chases Pumbaa around at high
 speed. Camera switch to Timon.}

 Timon: {Hearing the noise of the chase} Pumbaa?

 {Pumbaa runs near Timon and gets stuck under the root of a
 tree by trying to squeeze through.}

 Timon: Pumbaa! Pumbaa! Hey, what's goin' on?

 Pumbaa: SHE'S GONNA EAT ME!

 Timon: Huh?

 {Timon gets up on the branch and sees the lioness charging
 at full speed towards them. He gets down and tries to help
 push Pumbaa out from under the root.}

 Timon: {Seeing the lioness} Woah! ... Jeez! Why do I always have
        to save your AAAAAA!

 {On the AAAAAA!, Timon sees the lioness was about to
 close on Pumbaa and he is in the line of attack. At the
 last minute, Simba bounds over Pumbaa and catches the
 lioness head on at full force. They start fighting
 savagely.}

 Timon: {To Pumbaa} Don't worry, buddy. I'm here for ya.
     Everything's gonna be okay. {To Simba} Get her! Bite
     her head! Go for the jugular. The jugular! {to Pumbaa}
     See, I told you he'd come in handy.

 {The lions tangle for a bit more. The fight becomes a
 wrestling. The lioness flips Simba and pins him with a
 loud thump. Simba is startled by this. The lioness is still
 baring her teeth. Simba, however, is very surprised and
 no longer threatening.}

 Simba: Nala?

 {She immediately backs off and looks at Simba, examining him.}

 Simba: Is it really you?

 Nala: Who are you?

 Simba: It's me. Simba.

 Nala: Simba? {Pause for realization} Whoah!

 {Simba and Nala run together and greet each other. The
 greetings are enthused and run over each other.}

 Nala: Well how did you.. where did you come from... it's
     great to see YOU...
 Simba: Aaah! How did you... who... wow... this is cool... it's
     great to see you...

 {Camera view of Timon who is completely baffled by this
 sudden change}

 Timon: Hey, what's goin' on here?

 Simba: {Still to Nala} What are you doing here?

 Nala: What do you mean, "What am I doing here?" What are
     you doing here?

 Timon: HEY! WHAT'S GOIN' ON HERE!?!?!

 Simba: Timon, this is Nala. She's my best friend.

 Timon: {Thoroughly confused} Friend?!?

 Simba: Yeah. Hey, Pumbaa, come over here.

 {Pumbaa gets himself unstuck.}

 Simba: Nala, this is Pumbaa. Pumbaa, Nala.

 Pumbaa: Pleased to make your acquaintance.

 Nala: The pleasure's all mine.

 Timon: How do you do.. Whoa! Whoa. Time out.. Lemme get
     this straight. You know her. She knows you. But she
     wants to eat him. And everybody's... okay with this?
     DID I MISS SOMETHING?!?

 Simba: Relax, Timon.

 Nala: Wait till everybody finds out you've been here all
     this time! And your mother... what will she think?

 Simba: {Misunderstanding} She doesn't have to know. Nobody has to know.

 Nala: Well, of course they do. Everyone thinks you're dead.

 Simba: They do?

 Nala: Yeah. Scar told us about the stampede.

 Simba: He did? Well... {beginning to see something} what else
     did he tell you?

 Nala: What else matters? You're alive. and that means...
     you're the king.

 Timon: King? Pbbb. Lady, have you got your lions crossed.

 Pumbaa: King? Your Majesty! I gravel at your feet. {Noisily
     kisses Simba's paw}

 Simba: Stop it.

 Timon: {To Pumbaa} It's not "gravel." It's "grovel." And
     DON'T-- he's not the king. {to Simba} Are ya?

 Simba: No.

 Nala: Simba?

 Simba: No, I'm not the king. Maybe I was gonna be, but...
     that was a long time ago.

 Timon: Let me get this straight. You're the king? And you
     never told us?

 Simba: Look, I'm still the same guy.

 Timon: {Enthusiastic} But with power!

 Nala: {Apologetic} Could you guys... excuse us for a few minutes?

 Timon: Hey, {taps Pumbaa} whatever she has to say, she can
     say in front of us. Right, Simba?

 Simba: Hmm. Maybe you'd better go.

 Timon: {Aghast, then resigned} It starts. You think you know a guy...

 {Pumbaa and Timon pad off. Pumbaa sighs.}

 Simba: Timon and Pumbaa. You learn to love 'em.

 {Nala has her head bowed down sadly.}

 Simba: What? ...What is it?

 Nala: {Quietly} It's like you're back from the dead. You
     don't know how much this will mean to everyone. {Pained
     expression} ...What it means to me.

 Simba: Hey, it's okay.

 Nala: {Rubbing under Simba's chin, purring} I've really
     missed you.

 Simba: {Startled by Nala's boldness for an instant, then
     reciprocating} I've missed you too.

 ["Can You Feel The Love Tonight" Scene]


 {They are rubbing heads. We hear Timon sigh; camera
 switch to show them watching from the bushes.}

 Timon: {Heavy sigh} I tell you, Pumbaa, this stinks.

 Pumbaa: Oh. Sorry.

 Timon: Not you. Them! Him. Her. Alone.

 Pumbaa: What's wrong with that?

 {Singing}

 {Parenthetical part is spoken by Pumbaa.}

 Timon:
     I can see what's happening
     (What?)
     And they don't have a clue
     (Who?)
     They'll fall in love and here's the bottom line
     Our trio's down to two.
     (Oh.)

 {In a sarcastic mock-French accent}

     Ze sweet caress of twilight

 {Back to normal, but still sarcastic}

     There's magic everywhere
     And with all this romantic atmosphere
     Disaster's in the air

 {The scene passes from Timon and Pumbaa to Simba and Nala
 in front of a waterfall.}

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

 {After walking around each other, taking in each other's movements,
 they stop to drink at the water.}

 Simba:
     So many things to tell 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?

 {During the Chorus the following occurs: Simba looks at
 Nala, smiles, and runs off stage. He runs back on stage,
 grabs a vine in his mouth and splashes into the middle of
 the pond. Nala looks out over the still water. Suddenly
 Simba lunges up under her and pulls her in the pond
 playfully. She immediately comes out dripping and miffed.
 When Simba comes out, she pushes him back in. The scene
 switches to them tussling. They end up play fighting.
 After tumbling down a hillside, Simba ends up pinning
 Nala for a first. She gives him a tiny lick, resembling a
 kiss.  Simba looks startled and stares at Nala. Close-up
 of Nala, as she stares back with a seductive smile. Close-up
 of Simba, whose expression changes from a surprised one to
 a comprehending one.. The two rub heads (a cat-style kiss)
 as the last lyrics are sung.}

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

     Can you feel the love tonight?
     You needn't look too far
     Stealing through the night's uncertainties
     Love is where they are

 {Camera switches back to a tearful Timon and Pumbaa.}

 Timon:
     And if he falls in love tonight {Pumbaa sniffs}
     It can be assumed

 {Timon hugs Pumbaa, tearfully.}

 Pumbaa:
     His carefree days with us are history

 Timon and Pumbaa:
     In short, our pal is doomed

 {They let loose crying full force.}

 [Hammock Scene]

 Simba: Isn't this a great place?

 Nala: It is beautiful. But I don't understand something.
     You've been alive all this time. Why didn't you come
     back to Pride Rock?

 Simba: {Climbing into a "hammock" of hanging vines} Well,
     I just needed to... get out on my own. Live my own
     life. And I did. And it's great. {He sounds almost as
     if trying to convince himself as well as Nala.}

 Nala: {Voice catching, as though barely under control} We've 
     really needed you at home.

 Simba: {Quieter} No one needs me.

 Nala: Yes, we do! You're the king.

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

 Nala: Simba, he let the hyenas take over the Pride Lands.

 Simba: What?

 Nala: Everything's destroyed. There's no food. No water.
     Simba, if you don't do something soon, everyone will
     starve.

 Simba: I can't go back.

 Nala: {Louder} Why?

 Simba: You wouldn't understand.

 Nala: What wouldn't I understand?

 Simba: {Hastily} No, no, no. It doesn't matter. Hakuna Matata.

 Nala: {Confused} What?

 Simba: Hakuna Matata. It's something I learned out here.
     Look, sometimes bad things happen...

 Nala: Simba!

 Simba: (Continuing, irritated) ...And there's nothing you can do
     about it. So why worry?

 {Simba starts away from Nala, walking on a fallen tree.  Nala
 trots back up to him.}

 Nala: Because it's your responsibility!

 Simba: Well, what about you? YOU left.

 Nala: I left to find help! And I found YOU. Don't you
     understand? You're our only hope.

 Simba: Sorry.

 Nala: What's happened to you? You're not the Simba I
     remember.

 Simba: You're right. I'm not. Now are you satisfied?

 Nala: No, just disappointed.

 Simba: You know, you're starting to sound like my father.
     {Walking away again}

 Nala: Good. At least one of us does.

 {Simba is obviously cut by the comment about his father;
 he tears into Nala with his words.}

 Simba: {Angry} Listen, you think you can just show up and
     tell me how to live my life? You don't even know what
     I've been through!

 Nala: I would if you would just tell me!

 Simba: Forget it!

 Nala: Fine!

 {Simba walks off. Camera switch to Simba pacing in a field.}

 Simba: She's wrong. I can't go back.  What would it prove,
     anyway? It won't change anything. You can't change the 
     past.

 {He looks up at the stars.}

     You said you'd always be there for me! But you're not.
     And it's because of me. It's my fault. It's my fault.

 {He bows his head, choking back tears. The camera backs to
 a far view and then zooms over to Rafiki in a nearby tree.
 We hear his chant. Just for fun, I've included its translation.}

         Rafiki's Chant:         Translation:

         Asante sana!            [Thank you very much!]
         Squash banana!          [Squash banana!]
         We we nugu!             [You're a BABOON,]
         Mi mi apana!            [And I'm not!]


 {Simba seems slightly annoyed by the chant. He moves away.
 Rafiki, elated by the sight of Simba, follows him.
 Simba lies down on a log over a pond. A rock disturbs the
 water; Rafiki, now in a nearby tree, starts his chant again.}

 Simba: Come on, will you cut it out?

 {Rafiki, laughing, is doing random acrobatics in the trees nearby.}

 Rafiki: Can't cut it out. It'll grow right back! {laughs}

 {Simba starts walking away. Rafiki follows.}

 Simba: Creepy little monkey. Will you stop following me?
     Who are you?

 Rafiki: {In front of Simba, then right in his face.} The
     question is: Whooo... are you?

 Simba: {Startled, then sighing} I thought I knew. Now I'm not so sure.

 Rafiki: Well, I know who you are. Shh. Come here. It's a
     secret.

 {He pulls Simba's head over to whisper into his ear. He
 starts his chant into Simba's ear and laughs.}

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

 Simba: Enough already. what's that supposed to mean,
     anyway?

 Rafiki: It means you are a baboon-- and I'm not. {laughs}

 Simba: {Moving away} I think... you're a little confused.

 Rafiki: {Magically in front of Simba again} Wrong. I'm not the
     one who's confused; you don't even know who you are.

 Simba: {Irritated, sarcastic} Oh, and I suppose you know?

 Rafiki: Sure do; you're Mufasa's boy.

 {Simba is surprised by this revelation. Rafiki disappears
 off stage right.}

     Bye!

 {Cue music: "Lala" theme.}

 BS: We sangoma ngi velelwe  [Oh, spiritual healer, I'm troubled]
     We baba ngivelelwe      [Oh, my father, I'm in pain]
     We baba ngivelelwe      [Oh, my father, I'm in pain]

 Simba: Hey, wait!

 {Simba chases after him. When we catch up. Rafiki is in a
 meditative lotus position on a rock.}

        You knew my father?

 Rafiki: {Monotone} Correction-- I know your father.

 Simba: I hate to tell you this, but... he died. A long time
     ago.

 {Rafiki leaps off the rock over to a dense jungle-like area.}

 Rafiki: Nope. Wrong again! Ha ha hah! He's alive! And
     I'll show him to you. You follow old Rafiki, he knows
     the way. Come on!

 {Rafiki leads Simba through the brush. Simba has trouble
 keeping up due to his size. The music slips into African
 chant.}

 Rafiki: Don't dawdle. Hurry up!

 Simba: Hey, whoa. Wait, wait.

 Rafiki: Come on, come on.

 Simba: Would you slow down?

 {Rafiki is seen flitting through the canopy ahead of Simba,
 laughing hollowly and whooping.  Simba struggles to keep up.
 Suddenly, Rafiki appears with his hand held up right into
 Simba's face.}

 Rafiki: STOP!

 {Rafiki motions to Simba near some reeds.}

     Shhh.

 {He parts the reeds and points past them with his staff.}

     Look down there.

 {Simba quietly and carefully works his way out. He looks
 over the edge and sees his reflection in a pool of water
 He first seems a bit startled, perhaps at his own mature
 appearance, but then realizes what he's looking at.}

 [Mufasa's Ghost Scene]
 Simba: {Disappointed sigh} That's not my father. That's just
     my reflection.

 Rafiki: Noo. Look harder.

 {Rafiki motions over the pool. Ripples form, distorting Simba's
 reflection; they resolve into Mufasa's face. A deep rumbling noise
 is heard.

     You see, he lives in you.

 {Simba is awestruck. The wind picks up. In the air the
 huge image of Mufasa is forming from the clouds. He
 appears to be walking from the stars. The image is ghostly
 at first, but steadily gains color and coherence.}

 Mufasa: {Quietly at first} Simba . . .

 Simba: Father?

 Mufasa: Simba, you have forgotten me.

 Simba: No. How could I?

 Mufasa: You have forgotten who you are, and so have forgotten
     me. Look inside yourself, Simba. You are more than what
     you have become. You must take your place in the
     Circle of Life.

 Simba: How can I go back? I'm not who I used to be.

 {Shot of cloud-Mufasa, with glowing yellow eyes.  He is framed
 in swirling clouds, radiating golden light.}

 Mufasa: Remember who you are. You are my son, and the one
     true king.

 {Close up of Simba's face, bathed in the golden light, showing
 a mixture of awe, fear, and sadness.  The image of Mufasa starts
 to fade.}

     Remember who you are.

 {Mufasa is disappearing rapidly into clouds. Simba runs into
 the fields trying to keep up with the image.}

 Simba: No. Please! Don't leave me.
 Mufasa: Remember...
 Simba: Father!
 Mufasa: Remember...
 Simba: Don't leave me.
 Mufasa: Remember . . .

 {Simba is left out in the fields. There is just a cloud
 left where his father's image was. The wind tosses the grass
 restlessly. Rafiki approaches.}

 Rafiki: What was THAT? {laughs} The weather-- Pbbbah!
     Very peculiar. Don't you think?

 Simba: Yeah. Looks like the winds are changing.

 Rafiki: Ahhh. Change is good.

 Simba: Yeah, but it's not easy. I know what I have to do.
     But, going back means I'll have to face my past. I've
     been running from it for so long.

 {Rafiki whacks Simba on the head with his staff.}

     Oww! Jeez-- What was that for?

 Rafiki: It doesn't matter; it's in the past! {laughs}

 Simba: {Rubbing head} Yeah, but it still hurts.

 Rafiki: Oh yes, the past can hurt. But the way I see it,
     you can either run from it, or... learn from it.

 {He swings at Simba with his staff again. This time Simba
 ducks.}

     Hah, you see! So what are you going to do?

 Simba: First, I'm gonna take your stick.

 {Simba tosses Rafiki's staff to the side.}

 Rafiki: No, no, no, no! Not the stick!

 {As Rafiki picks up his staff, Simba starts running off.}

     Hey, where are you going?

 Simba: {Shouting back} I'm going back!

 Rafiki: Good! Go on! Get out of here! {laughs, hoots, n'
     hollers. As he holds his staff above his head, a few
     shooting stars zing across the sky.  Music rises into
     celebratory "Busa" theme:}

 BS: Busa le lizwe   {I actually hear this line as "This land, invincible."}
     Busa le lizwe          [Rule this land]
     Busa le lizwe          [Rule this land]
     Busa lomhlaba          [Rule this land]

     Sabusa le lizwe        [You shall rule this land]
     Sabusa le lizwe        [You shall rule this land]
     Sabusa le lizwe        [You shall rule this land]
     Busa lomhlaba          [Rule this land]

 [Timon And Nala Scene]


 {Camera switch to Timon and Pumbaa sleeping. Timon is
 curled up on Pumbaa; Pumbaa is lying on his back. Both are
 snoring. In his snore, Pumbaa occasionally mumbles
 "Grubs, grubs." Nala approaches and taps Timon with a paw.}

 Nala: Hey. Hey, wake up.

 {Timon wakes up and see a huge lion face in his view. He
 starts screaming and Pumbaa joins in.}

 Nala: It's OK. Whoa, whoa. It's OK. It's ME.

 Timon: Don't ever do that again! Carnivores, oy!

 Nala: Have you guys seen Simba?

 Timon: {Holding a hand to his head} I thought he was with you.

 Nala: He was, but now I can't find him. Where is he?

 {We hear Rafiki's laugh; he's sitting in a tree above them.}

 Rafiki: Ho, ho, ho, ho. You won't find him here. Ha ha.
     The king... has returned.

 Nala: {Quietly} I can't believe it. {louder, amazed} He's
     gone back.

 Timon: Gone back? What do you mean? {Looks where Rafiki
     was; Rafiki is now gone} Hey! What's goin' on here?
     Who's the monkey?

 Nala: Simba's gone to challenge Scar.

 Timon: Who?

 Nala: Scar.

 Pumbaa: Who's got a scar?

 Nala: {Shaking head} No, no, no. It's his uncle.

 Timon: The monkey's his uncle?

 Nala: No! Simba's gone back to challenge his uncle to take
     his place as king.

 Timon and Pumbaa: Ohhh.

 [Running Scene]


 {With accompanying music (a restatement of the "Busa" theme),
 we see a far shot of Simba charging full speed across the
 desert. A layover is faded in of Simba's feet pounding the sand.}

 [Ledge Scene]
 {Simba slowly crosses the desolated land. He reaches
 the lip of a cliff and looks out over his former home. Mostly
 lacking in life, it is painted in grays. Seeing the desolation,
 a look of determination, even fury, appears on Simba's face.}

 Nala: Simba, wait up! {She trots up next to him on the ledge}
     ...It's awful, isn't it?

 Simba: I didn't want to believe you.

 Nala: What made you come back?

 Simba: I finally got some sense knocked into me. And I've
     got the bump to prove it. Besides, this is my kingdom.
     If I don't fight for it, who will?

 Nala: I will.

 Simba: It's gonna be dangerous.

 Nala: {Quoting young Simba} Danger? Ha! I laugh in the
     face of danger. Ha ha ha ha.

 Timon: I see nothing funny about this.

 Simba: Timon? Pumbaa? What are you doing here?

 Pumbaa: {Bowing on one foreleg} At your service, my liege.

 Timon: Uh. We're going to fight your uncle... for this?

 Simba: Yes, Timon; this is my home.

 Timon: Ffh. Talk about your fixer-upper. Well, Simba, if
     it's important to you, {bows} we're with you to the end.

 {Simba smiles appreciatively. Nice scene with the four
 of them on the ledge viewing the work ahead of them.}

 [Hula Scene] 
{Camera switches to Simba. Nala, Timon, and Pumbaa
 sneaking up to the edge of Pride Rock. From behind a log,
 they observe close up the hordes of hyenas.}

 Timon: Hyenas. I hate hyenas. {To Simba, whispering} So
     what's your plan for gettin' past those guys?

 Simba: Live bait.

 Timon: Good idea. {Realizing} Heeey.

 Simba: Come on, Timon-- you guys have to create a diversion.

 Timon: {Incredulous} What do you want me to do? Dress in drag
     and do the hula?

 {Camera switch to Timon in a hula outfit. The music sung
 is The Hawaiian War Chant much like the Spike Jones
 arrangement. Pumbaa is set up like a roast pig, even with
 an apple in his mouth. Jungle drum riff.}

     Luau!

     If you're hungry for a hunk of fat and juicy meat
     Eat my buddy Pumbaa here because he is a treat

     Come on down and dine
     On this tasty swine
     All you have to do is get in line

 {Parenthetical parts are Pumbaa singing; the apple is at his feet.}

     Aaaare you achin'
     (Yup, yup, yup)
     Foooor some bacon?
     (Yup, yup, yup)
     Heeee's a big pig
     (Yup, yup)
     You could be a big pig too.

     Oy!

 {The run off screaming to lead some of the hyenas away.
 Simba and Nala make it by.}

 Simba: Nala, you find my mother and rally the lionesses.
     {determinedly} I'll look for Scar.

 [Confrontation Scene] 
{Simba is making his way up Pride Rock. Scar calling his
 mother causes him to pause and watch.}

 Scar: SARABI!

 {Sarabi ascends Pride Rock. The hyenas snap at her heels.
 She only glares disdainfully at them.}

 Sarabi: Yes, Scar?

 Scar: Where is your hunting party? They're not doing their
     job.

 Sarabi: {Calmly} Scar, there is no food. The herds have moved on.

 Scar: No. You're just not looking hard enough.

 Sarabi: It's over. There is nothing left. We have only one
     choice. We must leave Pride Rock.

 Scar: We're not going anywhere.

 Sarabi: Then you have sentenced us to death.

 Scar: Then so be it.

 Sarabi: {Disgusted, amazed} You can't do that.

 Scar: I'm the king. I can do whatever I want.

 Sarabi: If you were half the king Mufasa was you would nev--

 {Scar hits Sarabi, knocking her to the ground.}

 Scar: I'm ten times the king Mufasa was!

 {Simba appears on the ledge, growling loudly. He leaps out
 and runs to his mother. Scar mistakes Simba as Mufasa
 and is understandably frightened.}

     Mufasa? No. You're dead.

 {Sarabi awakens at her son's nudge, but mistakes him as
 Mufasa as Scar did.}

 Sarabi: Mufasa?

 Simba: No. It's me.

 Sarabi: {Delighted} Simba? You're alive? {Confused} How
     can that be?

 Simba: It doesn't matter; I'm home.

 Scar: {Confused} Simba...? {back in form} Simba! I'm a
     little surprised to see you, {giving the hyenas above
     him an angry look} alive...

 {On the word "alive," Shenzi, Banzai, and Ed gulp audibly
 and slink into the shadows.}

 Simba: {As Sarabi looks on with some pride} Give me one good
     reason why I shouldn't rip you apart.

 Scar: {Backing into a wall, apologetic} Oh, Simba, you must
     understand. The pressures of ruling a kingdom...

 Simba: ...Are no longer yours. Step down, Scar.

 Scar: Oh, oh, ye-- Well, I would, heh, naturally, heh--
     however, there is one little problem. You see them?
     {pointing to the horde of hyenas on the rocks above}
     They think I'M king.

 {Nala appears with the rest of the lionesses.}

 Nala: Well, we don't. Simba is the rightful king.

 Simba: The choice is yours, Scar. Either step down or
     fight.

 Scar: Oh, must it all end in violence? I'd hate to be
     responsible for the death of a family member. Wouldn't
     you agree, Simba?

 Simba: That's not gonna work, Scar. I've put it behind me.

 Scar: Eh, but what about your faithful subjects? Have they put
     it behind them?

 Nala: Simba, what is he talking about?

 Scar: {Delighted} Ahh, so you haven't told them your little secret.
     Well, Simba, now's your chance to tell them. Tell them
     who is responsible for Mufasa's death!

 {Scar's last line causes the lionesses to start. All are
 concentrating on Simba.}

 Simba: {Steeling himself, then taking a step forward} I am.

 {Sarabi approaches her son.}

 Sarabi: {With much grief} It's not true. Tell me it's not true.

 Simba: {Regretfully} It's true.

 Scar: You see! He admits it! Murderer!

 {Lightning crashes behind Scar's head to punctuate the line.}

 Simba: No. It was an accident.

 {Scar walks around and around Simba as he accuses him; very nicely
 done animated rotation.}

 Scar: If it weren't for you, Mufasa would still be alive.
     It's your fault he's dead; do you deny it?

 Simba: No.

 Scar: {Severely} Then... you're... guilty.

 Simba: No. I'm not a murderer.

 Scar: Oh, Simba, you're in trouble again. But this time,
     Daddy isn't here to save you. And now EVERYONE.. KNOWS...
     WHY!

 {Scar has been backing Simba up the length of Pride Rock.
 After his last sentence, Simba slips over the edge and is
 clinging to the ledge by his forepaws. Lightning strikes
 below, igniting a fire.}

 Nala: Simba!

 {Scar sits back and pretends to think.}

 Scar: Now this looks familiar. Hmm.  Where have I seen
     this before? Let me think. Hmmm... hmmm. Oh yes,
     I remember. This is just the way your father looked
     before he died.

 {Scar grabs Simba with his claws as he did Mufasa. He
 whispers into Simba's ear.}

     And here's MY little secret: I killed Mufasa.

 {Simba has a quick memory flash back to that fateful
 instant. His voice blends with his younger voice in the
 scream of when his father died. In one giant leap he
 lunges up and pins Scar on his back. Scar is caught completely
 by surprise and is understandably very nervous and shaken.}

 Simba: NoooooOOOO! ...Murderer!

 Scar: No, Simba, please.

 Simba: Tell them the truth.

 Scar: Truth? But truth is in the eye of the beholdllgkkk!

 {Simba starts to choke Scar.}

     All right. All right. {quietly, venomously} I did it.

 Simba: So they can hear you.

 Scar: {Grudgingly, but clear} I killed Mufasa!

 {Nala starts towards Scar, the hyenas attack Simba in a
 wall of teeth. The lionesses join in. We see Pumbaa and
 Timon come in. Pumbaa is charging with Timon riding him.
 Hyenas are flying everywhere.}

 Pumbaa: Heeeyyyy-yaaaaah!
 Timon: 'Scuse me. Pardon me. Comin' through. Hot stuff. Whoo!

 {Bowling strike sound effect as hyenas fly. Rafiki whacks a
 hyena off Simba. Camera switch to him; with a battle scream,
 he joins the fray. As a bit of comic relief, Rafiki is fighting
 in kung-fu "B-movie" style, complete with cheesy sound effects.}

 Rafiki: {As he hits various hyenas} WwwA!  Hozah!  Hazoww!
     Yaa! Yah!  hhyEEOOWww!

 {Camera switch to Timon running from Shenzi. He runs into
 the cave. Zazu spots him. Timon runs into his cage for
 safety from the hyenas.}

 Zazu: Let me out! Let me out!

 Timon: Let me in! Let me in! {To the hyenas, pleading}
     ...Ple-he-hease don't eat me.

 {Pumbaa appears at the cave's entrance.}

 Pumbaa: Problem?

 Banzai: Hey, who's the pig?

 Pumbaa: Are you talking to me?

 Timon: Uh oh. They called him a pig.

 Pumbaa: Are you talking to me?!

 Timon: Shouldn't 'a done that.

 Pumbaa: ARE YOU TALKING TO ME?!?

 Timon: Now they're in for it.

 Pumbaa: They CALL me... MIIISTER PIG! AAAAAHHH...

 {Pumbaa charges and drives the hyenas off.}

 Timon: Take that! And that! {etc.}
 Banzai: Ow ow ow ow ow ow ow ...
 Pumbaa: Take that! And that! {etc.} You yellow belly...
 Zazu: Take that, you stupid...  {etc.}

 {They start the Arsenio Hall "Ooh, ooh" chant. The scene
 switches to Simba chasing Scar up to the high point of
 Pride Rock. Scar runs up to the edge and sees the sheer
 drop. Simba leaps up to confront him at the cliff-like
 edge. Scar is very apprehensive, seeing he is cornered and
 at Simba's mercy.}

 Simba: {Quietly, severely} Murderer.

 Scar: Simba, Simba. Please. Please have mercy. I beg you.

 Simba: You don't deserve to live.

 Scar: But, Simba, I am... ah... {unsure of his tactic} family.
     It's the hyenas {regaining composure} who are the real enemy.
     It was their fault-- it was their idea!

 {Shenzi, Banzai, and Ed are in the background. They
 overhear and back away growling at Scar's betrayal.}

 Simba: Why should I believe you? Everything you ever told
     me was a lie.

 Scar: What are you going to do? You wouldn't kill your old
     Uncle...? {ingratiating grin}

 Simba: No, Scar. I'm not like you.

 Scar: {Greatly relieved} Oh, Simba, thank you. You are truly
     noble. I'll make it up to you, I promise. How can I, ah,
     prove myself to you? Tell me; I mean, anything.

 Simba: {Gravely, with deep anger} Run. Run away, Scar. And
     never return.

 Scar: Yes. Of course. As you wish... {looking down and seeing
     a pile of hot coals} ...your Majesty! {Scar swipes the coals
     into Simba's face.  With a cry of surprise and pain, Simba
     paws the coals away as Scar leaps and attacks.}

 {There is a fight in slow motion. Both Scar and Simba land heavy
 blows. Simba gets knocked on his back. Scar leaps through the
 flames at him. Simba gathers courage and uses Scar's momentum in a
 "throw" similar to Nala's fighting tactics to send him flying over the
 edge. Scar tumbles to the bottom. He weakly gets up. He sees Banzai,
 Shenzi, and Ed approaching and smiles. Ed has a very angry look on his
 face.}

 Scar: Ahh, my friends.

 Shenzi: Frie-he-hends? I thought he said we were the enemy!

 Banzai: Yeah, that's what I heard.

 Banzai and Shenzi: Ed?

 Ed: {Laughs evilly}

 Scar: {Very nervous} No. L-L-L-Le-Le-Le-Le-Let me explain. No.
     You don't understand. No! I didn't mean for... No, No!
     Look, I m sorry I called you...  No! NOO!

 {The camera moves away and we can only see the shadows as
 the horde of hyenas closes on and devours Scar. Rain opens
 up and douses the fire. Simba comes down and greets his
 mother and Nala. Rafiki motions for Simba to ascend Pride
 Rock as king. Simba starts up and pauses to hug Rafiki as
 his father did.}

 Rafiki: It is time.

 {Very majestically, he ascends through the rain. Music is strong.
 Through a hole in the clouds we can see a patch of stars. One bright
 star shines out briefly.}

 Mufasa: Remember . . .

 {Simba's expression gains confidence and strength. He roars.
 The lionesses roar in reply. Time switch to the savannah in
 full bloom again. Cue "Busa" theme:}

 BS: Busa le lizwe           [Rule this land]
     Busa le lizwe           [Rule this land]
     Busa le lizwe           [Rule this land]
     Bus-busa ngo xolo       [Rule, rule with peace]

     {Obscured verse}
 MS: Se-fi-le
     Baba ti-tabo
     Maye babo
     Busa lomhlaba           [Rule this land]

 BS: {Obscured verse}
 MS: He!
     Se-fi-le
     Busa Simba! Busa Simba! [Rule Simba! Rule Simba!]

     Ubuse ngo xolo          [You must rule with peace]
     Ubuse ngo thando        [You must rule with love]
     Ubuse ngo xolo          [You must rule with peace]
     Ubuse ngo thando        [You must rule with love]

     Ubuse ngo xolo          [Rule with peace]

 {Simba, Timon, Pumbaa, and Nala are on Pride Rock. Zazu flies
 up to the point. Timon, of course, is shaking his arms in the
 classic victory sign. All the groups of herds are there and
 making noise as in the presentation of Simba.}

 BS: Ingonyama nengw' enamabala
     Ingonyama nengw' enamabala
 MS: (ngw' enamabala-wa)

 Full Chorus:
     Till we find our place
     On the path unwinding
     In the Circle
     The Circle of Life

     Circle of... Liiife


 {Rafiki appears, holding Kiara. He lifts her to present
 her to the crowd. Bass drum hit and black out to title in
 red lettering as in the beginning. The Circle is completed.}



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