THE LION KING

WORKING DRAFT OF:  August 20, 1993

Written by

Irene Mecchi & Jonathan Roberts

Music by Elton John

Lyrics by Tim Rice

IN DARKNESS:

A Native African VOICE calls out in SONG.

FADE IN:

Dawn. The sun slowly rises over an African plain -- full, brilliant.

Native African VOICES respond in SONG.  The SOLO VOICE
continues, joined by the group.

CLOSE ON

ANIMALS - alert to the sound:  a RHINO, TOPIS, MEERCATS, a
CHEETAH, several MARABOU STORKS. Another marabou stork
enters frame.  Intro SONG:  "THE CIRCLE OF LIFE"

The stork takes wing.

EXT. VICTORIA FALLS

The rising sun lights the cascading water.  The marabou
storks fly across frame.

EXT. PLAIN WITH KILIMANJARO IN B.G.

ELEPHANTS walk along through the morning mist.

AERIAL SHOT - A RIVER

Flocks of airborne FLAMINGOES cast shadows on the meandering
waterway, below.

GAZELLES

leap and run across a grassy plain.

EXT. A HILL

A MOTHER GIRAFFE crests the hill, followed by her baby, as
the song lyric begins:

			  VOICE
		   (singing)
	    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

The mother and child giraffes cross frame and reach a crest
that overlooks a huge migration of animals.  They lope down
the hill to join them.  We HOLD ON:

A TREE BRANCH

where ants carrying leaves march across.  RACK FOCUS to
reveal:

ZEBRAS

below -- trotting in the same direction as the rest of the
herds.

DOWN SHOT - GUINEA FOWL

waddle toward us... as dust reveals:

A HUGE ELEPHANT

who crests an incline and lumbers toward us... The guinea
fowl scamper ahead.  One is almost stepped on by the
elephant´s huge hoof.

EXT. A STREAM

reflecting the morning sun.  The reflection is shattered by
ZEBRA who leap into the water and cross - causing an
explosion of shimmering droplets.  In the b.g., AN ELEPHANT
with birds perched on its head and tusks gives them safe
passage across the stream.  PAN to see the animals getting
out of the stream and joining a SCREENFUL of animals, all
walking in the same direction.

			  VOICE (CONT´D)
	    THERE´S FAR TOO MUCH TO TAKE IN
		   HERE
	    MORE TO FIND THAN EVER BE FOUND
	    BUT THE SUN ROLLING HIGH
	    THROUGH THE SAPPHIRE SKY
	    KEEPS GREAT AND SMALL ON THE
		   ENDLESS ROUND

The light changes.  PAN to REVEAL:

EXT. PRIDE ROCK - CONTINUOUS

An impressive mountain:  with many plateaus, levels and
textures.  It stands castle-like in the center of the Pride
lands.

			  VOICE (CONT´D)
	    IT´S THE CIRCLE OF LIFE
	    AND IT MOVES US ALL
	    THROUGH DESPAIR AND HOPE
	    THROUGH FAITH AND LOVE
	    ON A PATH UNWINDING
	    TILL WE FIND OUR PLACE
	    IN THE CIRCLE
	    THE CIRCLE OF LIFE

AERIAL SHOT - CONTINUOUS

WE TRACK in with a hornbill (ZAZU) who flies over the
gathered animals and ANGELS up, up, up to the promontory.

He lands and bows regally to an O. S. character.  He
gestures with his wing, indicating that all is ready... and
reverently backs away.

ANGLE - MUFASA

The rising sun lights this regal, commanding lion (MUFASA)
-- who acknowledges Zazu with a warm nod.

REVERSE ANGLE

Below, the animals are collected in a natural amphitheater.

WITH MUFASA

Surveying the situation.

WITH THE ANIMALS

Gourds and on the top of a walking stick make their way
through the crowd.  An old baboon (RAFIKI)´-- who carries
the walking stick -- hobbles out from the crowd, toward
Pride Rock.  There is mystery and humor to this old fellow
as he ambles forward and scales the cliff.

EXT. EDGE OF PLATEAU, ABOVE

Rafiki´s head pops up.  He ambles to a standing position,
goes right to Mufasa and gives him a hug.  Mufasa beams.
These guys obviously go way back.  They turn and look at:

A LIONESS

(SARABI) who has her newborn cub (SIMBA) nestled at her
feet.

FULL SHOT

Mufasa lovingly nuzzles Sarabi.  Then he nuzzles the little cub.

MUSIC UNDER:

ANGLE - THE CUB

Rafiki looks at him.  He shakes a gourds on his walking
stick over Simba and they RATTLE.  He cracks a gourd open
and smears some goo on the little guy´s forehead.  He takes
a handful of dirt and sprinkles it over Simba.  Simba
SNEEZES.  Mufasa and Sarabi, doting parents, think this is
adorable.

RAFIKI

ever-so-carefully lifts Simba and carries him to the
promontory of Pride Rock.  He holds the cub up for all to
see.

The animals react with glee:  ELEPHANTS trumpet; MONKEYS
applaud and do somersaults;  ZEBRAS stomp.

THE SKY

A shaft of sunligt shines down through the clouds on the
future king.

THE ANIMALS

bow and genuflect grandly.

SUMMIT OF PRIDE ROCK

Rafiki holds the cub high.  Mufasa and Sarabi watch.

			  VOICE (CONT´D)
	    IT´S THE CIRCLE OF LIFE
	    AND IT MOVES US ALL
	    THROUGH DESPAIR AND HOPE
	    THROUGH FAITH AND LOVE
	    ON A PATH UNWINDING
	    TILL WE FIND OUR PLACE
	    IN THE CIRCLE
	    THE CIRCLE OF LIFE

MUSIC OUT.

FADE OUT

TITLE CREDIT:  "THE LION KING"

SEQ. 1.2 (SCAR, ZAZU, MUFASA)

FADE IN:

A ROCK SURFACE - A SHORT TIME LATER

A chameleon blends in with its terrain.  Its eyes shift.  It
walks away.  PAN DOWN the rock to reveal a shadow... then a
dark crevice.

DARKNESS

Two little eyes dart erratically across FRAME.  As b.g.
becomes lighter, we realize that the eyes belong to a FIELD
MOUSE.

EXT. SHADE TREE AREA - CONTINUOUS

As the field mouse scampers, a huge lion paw THUDS into
frame and traps the mouse in its jail-like claws.  PULL BACK
TO REVEAL:

SCAR, a thin, angular lion with an attitude problem.  He
gingerly lifts the mouse by its tail and dangles it over his
gaping mouth.  Rather than eating the mouse, Scar rolls it
through his paw the way a gambler rolls a coin.

			  SCAR
	    Life´s not fair.  Yes -- You see, I
	    shall never be king.  And you shall
	    never see another day. Adieu.

As Scar is about to eat the mouse, he HEARS:

			  ZAZU (O.S.)
	    Didn´t your mother ever tell you not
	    to play with your food?

			  SCAR
	    Oh, Zazu.  What do you want?

REVEAL Zazu, the hornbill we met in the opening scene.  Zazu
blends regal with ironic edge.  He reveres his boss (King
Mufasa) and disdains anyone he perceives to be a low-life
cretin -- which is pretty much everybody but the King.

			  ZAZU
	    I´m here to announce that King
	    Mufasa´s on his way.  And you´d
	    better have a good excuse for
	    missing the ceremony this morning.

The little mouse escapes to freedom.

			  SCAR
		   (mock sad)
	    Now look, Zazu.  You´ve made me lose
	    my lunch.

			  ZAZU
	    You´ll lose more than that when the
	    king gets through with you.  He´s as
	    mad as a hippo with a hernia.

Scar, licking his chops, advances on Zazu -- who backs away.

			  SCAR
	    Ooooo.  I quiver with fear.

			  ZAZU
	    Now, Scar -- Don´t look at me that
	    way.

Scar continues stalking.

			  ZAZU (CONT´D)
	    Help!

Scar catches Zazu in his mouth.  And CHOMPS his teeth shut.
Mufasa enters, having witnessed what Scar just did.

			  MUFASA
		   (admonishing)
	    Scar!

Scar, surprised, and with a bird bulge in his mouth:

			  SCAR
	    Hmmm?

With that, Zazu´s beak pokes out from Scar´s lips.  It looks
like the mouth-within-a-mouth in "Alien."

			  ZAZU´S BEAK
	    Impeccable timing, Your Majesty.

			  MUFASA
		   (to a disobedient
		    puppy)
	    Drop him!

			  SCAR
		   (releasing Zazu)
	    Plegh!

Zazu tumbles to the ground and shakes off.

			  SCAR
		   (to Mufasa)
	    Why if it isn´t my big brother,
	    descending from the high to mingle
	    among the commoners.

			  MUFASA
	    Sarabi and I didn´t see you at the
	    presentation of Simba.
		   (genuine)
	    Is anything wrong?

			  SCAR
		   (insincere)
	    That was today?  Oh, I feel simply
	    awful.  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 nips at Zazu -- who evades him.

			  SCAR
	    I was first in line until the little
	    hairball war born.

			  MUFASA
	    That hairball is my son and your
	    future king.

			  SCAR
	    I shall practice my curtsy.

Scar abruptly turns to walk away.  Mufasa calls after him:

			  MUFASA
	    Don´t turn your back on me, Scar!

Scar reels back around.

			  SCAR
	    Oh, no, Mufasa.  Perhaps you
	    shouldn´t turn your back on me.

			  MUFASA
	    Is that a challenge?

Zazu ducks behind a rock.

			  SCAR
		   (pointed)
	    Temper-temper.
		   (butter wouldn´t
		    melt)
	    A challenge?  Oh, I wouldn´t dream
	    of it.

Zazu hops forward.

			  ZAZU
	    Pity.
		   (a beat)
	    Why not?

			  SCAR
	    Well, as far as brains to, I got the
	    lion´s share.  But when it comes to
	    brute strength, I´m afraid I´m in
	    the shallow end of the gene pool.

Scar slinks away.  Zazu and Mufasa watch him leave.

			  ZAZU
	    There´s one in every family, Sire.
	    Two in mine, actually.  And they
	    always manage to ruin special
	    occasions.

As they walk off:

			  MUFASA
	    What am I going to do with him?

			  ZAZU
	    He´d make a very handsome throw rug.

			  MUFASA
		   (good idea)
	    Zazu!

			  ZAZU
	    And just think.  Whenever he gets
	    dirty, you can take him out and beat
	    him.

						    TIME DISSOLVE TO:

SEQ. 3:  (DAY WITH DAD)

TIME PASSAGE MONTAGE

AN ACACIA THREE - DAY

Glimmering in the sunlight... then darkening as the sky
clouds over.  It starts to rain.

A FLAT PLAIN

rain drenches the land.  LIGHTNING FLASHES.

DISTANT MOUNTAINS

the storm moves over the hills and plains, casting shadows.

						    DISSOLVE TO:

EXT. PRIDE ROCK - PRE-DAWN - MONTHS LATER

In the distance, Pride Rock in its pre-dawn splendor.
Simba, now a full-grown cub, trots into:

INT. ROYAL CAVE - CONTINUOUS

SFX:  SNORING

Simba, barely able to contain his excitement, bounds over to
his sleeping parents, bumping affectionately against his
father.

			  SIMBA
	    Hey, Dad.  Wake up! Dad!

Mufasa doesn´t respond.  Simba presses on, nuding his Dad.
He tugs on Mufasa´s ear -- and falls off, landing with an
"Ooff!"

			  Simba (CONT´D)
	    Dad-Dad-Dad-Dad-Dad-Dad-Dad...

			  SARABI
	    Your son is awake.

			  MUFASA
	    Before sunrise, he´s your son.

Simba pulls on Mufasa´s tail and gets gently swatted out of
frame.  He runs in and head butts Mufasa:

			  SIMBA
	    You promised!

Mufasa pops open one eye.

			  MUFASA
	    Okay, okay.  I´m up.  I´m up.

			  SIMBA
	    All-right!

Simba trots off.  Mufasa immediately EXHALES into sleep.
Sarabi CLEARS HER THROAT and nudges Mufasa.

			  SARABI
	    Hon-ey...

She nudges him HARD.  His eyes pop open.

			  MUFASA
	    Okay!  Okay!

PRIDE ROCK LONG SHOT - MINUTES LATER

Simba exits the cave, followed by his parents.  He trots
ahead... then runs back to his mother.  Sarabi gently
nuzzles him and gives him a little push on his way.

EXT. PRIDE ROCK - CONTINUOUS

Mufasa and Simba look out over the Pride lands as the sun
crests the far horizon, shooting yellow beams across the
vast expanse.

			  MUFASA
	    Simba, look:  Everything the light
	    touches is our kingdom.

Simba´s eyes follow the horizon and grow wide.

			  SIMBA
	    Wow.

As Simba moves around the plateau to survey his kingdom, we
see the vastas he sees.

			  MUFASA (V.O.)
	    A king´s time as ruler rises and
	    falls like the sun.  One day the sun
	    will set on my time here and will
	    rise with you as the new king.

			  SIMBA
	    And this will al be mine?

			  MUFASA
	    Everything.

			  SIMBA
		   (in awe)
	    Everything the light touches.
		   (scanning horizon)
	    What ebout that shady 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
	    There´s a lot more to being king
	    than getting your way all the time.

Mufasa exits the shot.  Simba follows.

			  SIMBA
		   (wide-eyed)
	    There´s more?

			  MUFASA
		   (cautionary)
	    Well, Simba...

PRIDE ROCK - VISTA SHOTS

Mufasa and Simba are dots on the horizon.  They look out at
the land in harmony.  Antelope leap and move along.

WITH SIMBA AND MUFASA

Simba is amazed and impressed by all that he sees around
him.

			  MUFASA (V.O.)
	    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.

			  MUFASA (CONT´D)
		   (then:)
	    When we die, our bodies become the
	    grass, and the antelope eat the
	    grass.  And so we´re all connected
	    in the great Circle of Life.

Simba considers this.  Zazu flaps in and lands on a nearby
rock.

SEQ. 3.1   (POUNCING)

			  ZAZU
	    Good morning, Sire!

			  MUFASA
	    Good morning, Zazu.

			  ZAZU
	    Checking in with the morning report.

			  MUFASA
	    Fire away!

Mufasa nods to Zazu to begin.  Simba couldn´t care less; he
eyes a passing butterfly and lopes after it.

			  ZAZU
	    The buzz from the bees is that, well
	    -- the leopards are in a bit of a
	    spot...

Simba pounces toward the butterfly -- and misses.  Mufasa
notices, but Zazu drones on.

			  MUFASA
		   (to Zazu)
	    Oh, really?

			  ZAZU (O.S.)
	    The baboons are going ape.  Of
	    course.

Mufasa notices Simba´s leap for the insect -- and miss.

			  MUFASA
		   (whispering)
	    What are you doing, Son?

			  SIMBA
	    Pouncing.

			  MUFASA
	    Let and old pro show you how it´s
	    done.

			  ZAZU (O.S.)
	    The tick birds were picking on the
	    elephants.  I told the elephants to
	    forget it, but they can´t.

			  MUFASA
	    Zazu, would you turn around?

			  ZAZU
		   (turning around)
	    Yes, Sire.
		   (pressing on)
	    The cheetahs are hard up, but as I
	    always say...

			  MUFASA
		   (whispering, to
		    Simba)
	    Stay low to the ground.

			  ZAZU
	    ...Cheetahs never prosper.

			  SIMBA
		   (to himself)
	    Okay, stay low to the ground.
	    Right, yeah.

			  ZAZU
	    Uh -- what´s going on?

			  MUFASA
	    A pouncing lesson.

			  ZAZU
		   (auto pilot)
	    Oh.  Very good.  Pouncing!
		   (realizing)
	    Pouncing?  Oh, no, Sire.  You can´t
	    be serious!

Mufasa gestures to Zazu to turn back around. While Zazu
prattles on, Mufasa instructs his son:

			  ZAZU (CONT´D)
		   (grumbling)
	    This is so humiliating.

			  MUFASA
		   (whispering to
		    Simba)
	    Try not to make a sound.

Simba makes his way stealthily toward Zazu.

			  ZAZU
	    What are you telling him, Mufasa?...
	    Mufasa?...  Simba?

Simba flies through the air and hits his target.

			  ZAZU
	    Aaaaaakkk!

Mufasa laughs.  Zazu dusts himself off.

			  MUFASA
	    Ha-ha-ha.  That´s very good!

A MOLE pops up from a hole in the ground.

			  MOLE
	    Zazu!

			  ZAZU
	    Yes?

			  MOLE
	    News from the underground!

He whispers "BZZZ-BZZZ-BZZZ..." in Zazu´s ear.

			  MUFASA
		   (to Simba)
	    Now next time...

			  ZAZU
		   (to Mufasa)
	    Sire -- Hyenas!  In the Pride lands!

			  MUFASA
		   (exiting)
	    Zazu, take Simba home.

			  SIMBA
	    Aq, Dad, can´t I come?

			  MUFASA
	    No, son.

Mufasa runs off.

WITH SIMBA AND ZAZU

			  SIMBA
	    I never get to go anywhere.

			  ZAZU
	    Oh, Young Master, one day you will
	    be king.  Then you can do whatever
	    you want.

			  SIMBA
	    That´s not what my dad told me.

			  ZAZU
	    Well, let old Zazu set you straight.
	    You´re going to have it all.  You´ll
	    be -- Head Honcho!... Top Banana!
	    ... The Grahhhhhnd Fromage

			  SIMBA
		   (pumped up)
	    All-right!

SEQ. 4 (SIMBA/SCAR)

EXT. SCAR´S SUNNING AREA - MINUTES LATER

Scar walks along a cliff´s edge.  He kicks a small rock off.

Simba, pumped up by Zazu´s speech, runs into frame.

			  SIMBA
	    Hey, Uncle Scar!  Guess what?

			  SCAR
	    I despise guessing games.

			  SIMBA
		   (undaunted)
	    I´m gonna be king of Pride Rock!

			  SCAR
		   (underwhelmed)
	    Oh goodie.

			  SIMBA
	    My Dad just showed me the whole
	    kingdom!  And I´m gonna rule it all!

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

Scar flops down and rolls away from Simba.  But the
undaunted cub comes back for more.

			  SIMBA
	    Hey, Uncle Scar, when I´m king,
	    what´ll that make you?

			  SCAR
	    A monkey´s uncle.

			  SIMBA
		   (laughing)
	    You´re so weird.

			  SCAR
	    You have no idea.
		   (a beat)
	    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
	    Well, no.
		   (miffed)
	    He said I can´t go there.

			  SCAR
	    And he´s absolutely right.  It´s far
	    too dangerous.  Only the bravest of
	    lions go there.

			  SIMBA
		   (defensive)
	    Well, I´m brave.  What´s out there?

			  SCAR
	    I´m sorry, Simba, I just can´t tell
	    you.

			  SIMBA
	    Why not?

Scar puts his massive paw gently on Simba´s head.

			  SCAR
	    Simba, Simba.  I´m only looking out
	    for the well-being of my favorite
	    nephew.

Simba squirms free.

			  SIMBA
	    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.
		   (a beat)
	    Oops.

			  SIMBA
	    An elephant what?
		   (awed)
	    Whoa!

			  SCAR
	    Oh dear, I´ve said too much.  I
	    suppose you´d have found out sooner
	    or later.  You being so clever and
	    all.  Just do me one favor?  Promise
	    me you´ll never visit that dreadful
	    place.

Scar hugs Simba tight.

			  SIMBA
	    No problem.

			  SCAR
	    There´s a good lad.  You run along
	    now and have fun.

Scar gives Simba a little boot to start him on his way.
Then he calls  to Simba:

			  SCAR (CONT´D)
	    And remember:  it´s our little
	    secret.

SEQ. 4.1  (SIMBA/NALA)

EXT. A SHELTERED AREA OF PRIDE ROCK - MINUTES LATER

Lionesses lounge in the shade.  Sarabi is nearby on a small
rock.  We find a cute little cub, NALA, being given a bath
(a cat kind of bath) by her mom, SARAFINA.  Nala is not
enjoying the experience - as her mother´s tongue more or
less rearranges her face.

Simba trots in.

			  SIMBA
	    Hey, Nala!

			  NALA
		   (flatly)
	    Hi, Simba.

			  SIMBA
	    Come on!  I just heard about this
	    great place!

			  NALA
	    I´m kind of in the middle of a bath.

			  SARABI (O.S.)
	    And it´s time for yours.

Sarabi picks up Simba by the scruff and lifts him up to the
ledge she is on.  She starts to lick/bathe him.  He
protests.

			  SIMBA
	    Mo-om!

He tries to wriggle free.

			  SARABI
	    Would you hold still?

			  SIMBA
	    Mom, you´re messing up my mane!

Sarabi continues to bathe him, cat-style.  He reacts.

			  SIMBA (CONT´D)
	    Wee... Yuck!

He wriggles free and falls off to the ground below.  He
stands up and gives himself a quick clean-up once-over,
finishing up with his armpits.

			  SIMBA
	    Okay, okay.  I´m clean.
		   (then)
	    Can we go now?

			  NALA
	    Where are we going, anyway?  It
	    better not be any place lame.

			  SIMBA
	    No, it´s really cool.

			  SARABI
	    So where is this "really cool"
	    place?

			  SIMBA
	    Oh...
		   (lying)
	    around the waterhole.

			  NALA
		   (unimpressed)
	    The waterhole?  What´s so great
	    about the waterhole...?

Trying to make her take the bait...

			  SIMBA
		   (thru teeth)
	    I´ll show you when we get there.

			  NALA
		   (getting it)
	    Ohhhh.
		   (to Sarafina)
	    Mom, can I go?

Sarafina looks to Sarabi for the verdict.

			  SARAFINA
	    I don´t know.  Sarai, what do you
	    think?

			  SARABI
	    Well...

			  SIMBA/NALA
		   (thru cheesy
		    grins)
	    Pleeeez?

			  SARABI
	    It´s alright with me...

Simba and Nala make a break for it.

			  SARABI (CONT´D)
	    As long as Zazu goes with you.

Simba and Nala freeze in their tracks, crestfallen.

			  SIMBA
	    Not Zazu.

						    DISSOLVE TO:

SEQ. 4.2  ("CAN´T WAIT TO BE KING")

EXT. A PLAIN - A SHORT TIME LATER

Zazu flaps on ahead of the two cubs, calling back:

			  ZAZU
	    Step lively!  The sooner we get to
	    the waterhole, the sooner we can
	    leave!

WITH SIMBA AND NALA

			  NALA
	    So where´re we really goin´?

			  SIMBA
		   (on the Q.T.)
	    An elephant graveyard.

			  NALA
	    Wow!

			  SIMBA
	    Shhhh..
		   (indicating)
	    Zazu...

			  NALA
	    Right.  How´re we gonna ditch the
	    dodo?

Simba raises an eyebrow, then grins and leans in to huddle.
We hear the sounds of their conspiratorial WHISPERING:

Zazu sees them tete-a-tete and flies to them.

			  ZAZU
	    Just look at you two!  Little seeds
	    of romance blossoming in the
	    savannah!  Your parents will be
	    thrilled.  What with your being
	    betrothed and all.

			  SIMBA
	    Be-what?

			  ZAZU
	    You and Nala are betrothed!
	    Intended!  Affianced!

Simba and Nala look at each other, shrugging a "Huh?"

			  Nala
	    Meaning...?

			  ZAZU
	    One day you two are going to be
	    married!

			  SIMBA
	    I´m gonna marry her?

			  ZAZU
	    No -- me.  Yes "her," you
	    chuckleheaded little oik.

			  SIMBA
	    Yuck!

			  NALA
	    Euwww!

			  SIMBA
	    I can´t marry her.  She´s my friend.

			  NALA
	    Yeah.  It´d be too weird.

			  SIMBA
	    Yeah.  Forget it.  We don´t have to
	    get married if we don´t want to.
		   (to Nala)
	    Deal?

			  NALA
	    Deal!

			  ZAZU
	    Sorry to bust your bubble, but you
	    two turtle doves have no choice.
	    It´s a tradition 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.

			  SIMBA
	    In that case, you´re fired.

			  ZAZU
	    Nice try.  But only the king can do
	    that.

			  NALA
	    Well, he´s the future king.

			  SIMBA
	    So you have to do what I tell you!

			  ZAZU
	    Not yet I don´t, you puny puff of
	    pre-pubescent fuzz.  And with an
	    attitude like that, I´m afraid you
	    will be a pretty pathetic king,
	    indeed!

			  SIMBA
	    Not the way I see it!

SONG:  "I JUST CAN´T WAIT TO BE KING"

Simba punces Zazu playfully:

			  SIMBA
I´M GONNA BE A MIGHTY KING SO ENEMIES BEWARE!

Zazu jumps backwards up onto a log and falls into a knot-
hole.

			  ZAZU
I´VE NEVER SEEN A KING OF BEAST WITH QUITE SO LITTLE HAIR

Zazu plucks a hair from Simba´s nonexistent mane.

			  SIMBA
I´M GONNA BE THE MANE EVENT LIKE NO KING WAS BEFORE
I´M BRUSHING UP ON LOOKING DOWN,  I´M WORKING ON MY ROAR

He ROARS in Zazu´s face -- in the process, blowing/spitting
in Zazu´s eye.  Zazu grabs for something to blow his nose
in, unaware he´s tugged an elephant´s ear:

			  ZAZU
THUS FAR A RATHER UNINSPIRING THING

The elephant uses his trunk like a golf club and knocks Zazu
out of frame.  He bounces across a stream -- like a skipping
stone.  A reflection of flamingoes shatters and the birds
burst into flight.

Simba and Nala race in.

			  SIMBA
OH I JUST CAN´T WAIT TO BE KING!

Zazu wades through, holding up his feathers like and old
aunt holding up her skirt at the beach.

			  ZAZU
		   (talking)
	    You´ve rather a long way to go,
	    young master, if you think I´m going
	    to stand by while you run around
	    like a snot-nosed...

Simba and Nala trafe off making faces behind Zazu´s back --
when Zazu turns to look at one, the other is making the rude
face.  He finally catches them in the act.  They run circles
around the old bird and leave him behind in a puddle.

     SIMBA (singing)			ZAZU  (speaking)
NO-ONE SAYING DO THIS -		   When I said that I -
NO-ONE SAYING BE THERE-		   What I meant was that the -
NO-ONE SAYING STOP THAT -	   What you don´t realise is
						  that sometimes -
NO-ONE SAYING SEE HERE -	   Now see here!
FREE TO RUN AROUND ALL DAY -	   That´s definitely out -
FREE TO DO IT ALL MY WAY

Zazu ducks to avoid an ostrich running through frame.  Simba
and Nala ride ostriches that run away from Zazu.

He flies off, reaching the ostrich-riding cubs, and while
flying backwards, talks in their face:

			  ZAZU
I THINK IT´S TIME THAT YOU AND I ARRANGED A HEART TO HEART

He CRASHES into a rhino rump and is flattened.  The kids
race by:

			  NALA
KINGD DON´T NEED ADVICE FROM LITTLE HORNBILLS FOR A START.

Zazu falls to the ground and sits on a little perch --
unaware that he is floating on a log down a stream... headed
for a waterfall:
			  ZAZU
IF THIS IS WHERE THE MONARCHY IS HEADED, COUNT ME OUT
OF SERVICE, OUT OF AFRICA, I WOULDN´T HANG ABOUT

Zazu disappears over the waterfall. He flies back up, irked:

			  ZAZU
THIS CHILD IS GETTING WILDLY OUT OF WING

Zebra stripes fill the screen.

			  SIMBA
OH I JUST CAN´T WAIT TO BE KING!

Simba and Nala are saluted by two lines of Zebras.  Zazu
comes flapping after them, and the Zebras and trap him
between their legs.

Simba and Nala zip in and out of animals´ legs.  Zazu tries
to catch them.  Their heads pop in and out from behind legs.

Simba stands on a giraffe´s head.  He orders the animals.
They obey.  Zazu gets caught underfoot.

     SIMBA (singing)			    ZAZU (screaming)
EVERYBODY LOOK LEFT -		     Aaaaaaa...eek
EVERYBODY LOOK RIGHT -		     Ooooo...Ow
EVERYWHERE YOU LOOK I´M...

Giraffes stand in a semi-circle.  Simba steps from head to
head -- like he´s moving across stepping stones.

Now it´s a cacophony of animal movement, all building
African "Bushy" Berkley style - until Zazu gets caught
between two animals´ rear ends.

     SIMBA (singing)			    ZAZU (screaming)
STANDING IN THE SPOTLIGHT	     Not yet!

Simba whispers to a hippo, who whispers to a giraffe, who
whispers to a monkey:

			  SIMBA
	    Ditch the Dodo.

Zazu gets nabbed by the monkeys, and take him up into a
tree.

Alligators open their mouths, revealing the birds inside are
singing.

			  ANIMAL 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

Giraffes toss Simba and Nala into the air "Beach Blanket
Bingo"-style.

Zazu is being held captive by a monkey family.

Simba and Nala are at the top of a ´40s-style sculptured
stack of animals.  Poor Zazu is supporting the whole mass.
He can´t balance any longer.  The sculpture starts to wabble
-- sending Simba and Nala flying.

			  SIMBA
OH I JUST CAN´T WAIT TO BE KING!

Finally free of Zazu, Simba and Nala make their break for
it... as the tower of animals tumbles.

			  SIMBA
OH I JUST CAN´T WAIT TO BE KING!

All that remains is one very plump thino.  From below it WE
HEAR:

			  ZAZU (V.O.)
	    I beg your pardon, Madam.  Get off!
		   (meekly)
	    Simba?...  Nala?

SEQ. 5  (HYENA CHASE)

EXT. TOP OF A RIDGE - DAY

Simba and Nala run in LAUGHING at their success.  They are
jubilant.

			  SIMBA
	    All-right!  It worked!

			  NALA
	    We lost him!

They "High Five" each other.

			  SIMBA
	    I am a genius!

			  NALA
	    Hey, genius -- it was my idea!

			  SIMBA
	    Yeah, but I pulled it off!

			  NALA
	    With me.

			  SIMBA
	    Oh yeah?!

Simba playfully leaps for Nala and they tussle.  She flips
him.  He lands with a THUD! on his back and tries to get up,
but Nala holds him there a beat...

			  NALA
	    Pinned ya!

			  SIMBA
	    Hey, let me up!

She does.  He tries to flip her.  She flips him again -- and
they tumble down the hill until...

EXT. ELEPHANT GRAVEYARD - CONTINUOUS

Nala lands on top of Simba.

			  NALA
	    Pinned ya again!

They are suddenly interrupted by GEOTHERMIC STEAM PLUMES.

			  BOTH
	    Gasp!

The steam clears, revealing:

AN ELEPHANT SKULL

huge, terrifying.  Simba and Nala both let out GASPS of joy.

			  BOTH
	    Whoooa!

			  SIMBA
	    This is it!  We made it!

			  NALA
		   (impressed)
	    Wow!  It´s really creepy.

			  SIMBA
	    Yeah.  Isn´t it great?!

			  NALA
		   (conspiratorial)
	    We could get in big trouble.

			  SIMBA
		   (gleeful)
	    I know.

			  NALA
	    I wonder if its brains are still in
	    there.

			  SIMBA
	    C´mon, let´s go check it out.

Simba is about to climb in one of the eye sockets.  Zazu
swoops in to chide:

			  ZAZU
	    Wrong, my little royal pain.  The
	    only checking-out you will do will
	    be to check out of here.

			  SIMBA
	    Oh, man...

			  ZAZU
	    We´re way beyond the boundary of the
	    Pride Lands.

			  SIMBA
	    Look.  Banana-Beak is scared!

			  ZAZU
	    It´s Mister Banana-Beak to you,
	    Fuzzy.
		   (sternly)
	    And right now we are all in very
	    real danger.

			  SIMBA
		   (bravado)
	    Danger?  Ha!  I walk on the wild
	    side.  I laugh in the face of
	    danger
		   (swagger)
	    Ha-ha-ha-ha-ha!

From inside the skull (and much louder), hideous HYENA
LAUGHING follows rapid-fire:

			  HYENA VOICES
	    HEE-HEE-HEE-HEE-HEE!!!

Simba, Nala and Zazu react to the sound... then the sight of
THREE HYENAS slinking oozily out of the skull´s eyes:
BANZAI, a male hyena; SHENZI, a female hyena; and a third
hyena, ED -- who doesn´t speak but just LAUGHS.  (He´s the
Harpo of hyenas)  They are three punks who get tripped up in
their own laughs.  They slink around the cubs.

			  SHENZI
	    Well, well, well, Banzai.  What have
	    we got here?

			  BANZAI
	    Hmmm... I don´t know, Shenzi.  What
	    do you think, Ed?

Ed LAUGHS his signature laugh.

			  Ed
	    Hee-hee-hee.

			  BANZAI
	    Just what I was thinkin´.  A trio of
	    trespassers.

			  ZAZU
	    And quite by accident, let me assure
	    you.  A simple navigational error.

Zazu starts to fly, to lead the cubs to safety, but Shenzi
slaps at Zazu´s tailfeathers, pinning him to the ground.

			  SHENZI
	    Whoa-whoa... Wait, wait, wait.  We
	    ain´t been properly introduced.

Freeing his tailfeathers:

			  ZAZU
		   (proudly)
	    I, madam, am the king´s majordomo.

			  SHENZI
	    Whoo-weee!  A Major Dumbo!

			  BANZAI
		   (circling Simba)
	    And that would make you...

			  SIMBA
		   (puffed up)
	    The future king.

Royally mocking him:

			  BANZAI/SHENZI
	    Oooooo...oooooo... king!

			  SHENZI
	    Then I guess we have to give you the
	    royal treatment!

			  SIMBA
	    Puh.  You can´t do anything to me.

			  ZAZU
	    Er... technically, they can. We are
	    on their land.

			  SIMBA
		   (to Zazu)
	    But they sneak onto our land all the
	    time!

			  SIMBA (CONT´D)
		   (to hyenas)
	    My dad told me about you.  You´re
	    nothing but slobbering, mangy,
	    stupid poachers!

			  ZAZU
		   (whispering)
	    Ix-nay on the oopid-stay.

			  BANZAI
	    Hey!  Who you callin´ "oopid-stay"?

			  ZAZU
	    Oh, my-my-my.  Look at the sun.
	    Time to go.

The hyenas block Zazu, Nala and Simba, then circle, licking
their chops.

			  SHENZI
		   (suddenly folksy)
	    What´s the hurry?  We´d love you to
	    stick around for dinner.

			  BANZAI
	    Yeah.  We could have whatever´s
	    "lion" around.
		   (amused)
	    Get it?  Lion around!
		   (laughing)
	    Heh-heh-heh.

			  ED
	    Heh-heh-heh-heh-heh-heh.

			  BANZAI
	    Oh, man!  I don´t know when the last
	    time was I had lion cubs!

Banzai grabs Simba´s tail.  Ed goes to bite it, but Simba
slaps him away.

			  SIMBA
	    Hey!

			  SHENZI
	    Wait-wait-wait!  I´m having the lion
	    cubs.

While the hyenas are wrapped up in their argument, Simba,
Nala and Zazu sneak away, unnoticed...

			  BANZAI
You will not.  You can have the bird.

Ed notices the exit and frantically tries to get Banzai and
Shenzi´s attention.

			  SHENZI
	    Don´t you give me the bird!

			  BANZAI
	    Alright-alright!  We´ll split the
	    bird.  But I get the wings.

			  SHENZI
	    Oh, sure.  And I get stuck with the
	    bill.

Ed is between them, acting out the exit of Simba et al,
vocalizing like a dog whimpering.

			  ED
	    Uh-uh-uh-uh-uh-

			  BANZAI
	    Okay -- we´ll split the bill.

He´s in Shenzi´s face, trying to get her attention:

			  ED
	    Uh-uh-uh-uh-uh-

			  SHENZI
		   (to Ed)
	    What???

Banzai sees the fleeing trio.

			  BANZAI
	    Hey!  Did we order this dinner to
	    go?

			  SHENZI
	    No.  Why?

			  BANZAI
	    ´Cause there it goes!

Sure enough, our three are some distance away, beating a
hasty retreat.

			  SHENZI
	    Get ´em!

The hyenas chase their dinner.

WITH THE CUBS

racing from their pursuers.  Simba notices Zazu isn´t with
them.

			  NALA
	    Did we lose ´em?

			  SIMBA
	    Where´s Zazu?

WITH THE HYENAS

LAUGHING, holding Zazu by his wings, like he´s a puppet
marching toward a thermal vent:

			  BANZAI
	    So the little majordomo bird
	    hippity-hopped all the way to the
	    birdie boiler.

			  ZAZU
		   (panicked)
	    Oh, no!  Not the birdie boiler!

ZOOM!  A plume of steam LAUNCHES Zazu out of frame.  He
screams:

			  ZAZU
	    Aaaaaaa!

			  SHENZI
	    Bye-bye, birdie!

			  HYENAS
	    Hee-hee-hee-hee-hee-hee-hee!

Simba calls to them:

			  SIMBA
	    Why don´t you pick on somebody your
	    own size!

			  SHENZI
	    Great idea!
	    [ALTS:
	    If you insist.
	    Dead on.
	    Yeah.  You!  ]

			  SIMBA
	    Oops!

WITH SIMBA AND NALA

Running.

A THERMAL VENT

shoots up like a curtain.  The cubs put on the brakes.  Then
the hyena trio appears.

			  SHENZI/BANZAI/ED (TOGETHER)
	    Boo!

The cubs scramble away, running toward:

A HUGE ELEPHANT SKULL

They scale it.  It is very slippery.  They can´t get
footing.  The cubs fall off and slide down in a long, long,
long spine that hangs down a steep incline.

			  SIMBA/NALA
		   (screaming)
	    Aaaaaaaa!

THE CUBS

land in a bone bile.  They dash up a hill covered in bones.

TOP OF HILL

Nala slips.  She can´t gain her footing.  She panics.

			  NALA
	    Simba!  Help me!

SIMBA

runs and SWIPES SHENZI.  She sees red and YOWLS:

			  SHENZI
	    Owww!

She chases after Simba.

THE CUBS

race along.  Their path is blocked:

ANGLE - A DEAD END

The cubs´ only option is to climb an elephant carcass.  As
they do, the dry bones give way.  Simba and Nala fall.  The
rib cage SNAPS DOWN, imprisoning them behind bone bars.

The Hyenas menace toward them, LAUGHING.  Simba and Nala
tremble in fear.

			  BANZAI
		   (wild laugh)
	    Ha-ha-ha-ha-ha-ha-
		   (when;coldly)
	    Here, kitty-kitty-kitty...

Simba musters all his courage and tries to roar.  All that
comes out is a pathetic squeak.

			  SIMBA
	    rr-rr...?

			  SHENZI
		   (mocking)
	    That was it?
		   (laughing)
	    Ah-ha-ha-ha.  Do it again!  Come on.

The hyenas LAUGH menacingly.  Simba tries desperately to
roar again, but all that come out is:

			  SIMBA
	    rrr...

His meek little "rrr" suddenly EXPLODES in an O.S.:

			  A LION´S VOICE (O.S.)
	    ROAR!

The Hyenas freeze.

			  SHENZI & BANZAI
	    Huh?

WHAM!  A huge lion paw sweeps INTO FRAME, sending the hyenas
flying.  Reveal Mufasa.  The hyenas cower.

			  SHENZI
	    Ow! Hey! Ouch!

			  BANZAI
	    Hey! Ow! oh! Ouch! Stop! Please!

			  MUFASA
	    Silence!
		   (a beat)
	    If you ever come near my son
	    again...

			  SHENZI
	    Son?  Son?  This is your son?  Oh,
	    man, we didn´t know.

			  SHENZI (CONT´D)
		   (to Banzai)
	    Did you know that?

			  BANZAI
	    Me?  No,  Did you?

			  SHENZI
		   (exasperated)
	    No.  Of cource not.

They both turn to Ed:

			  BANZAI/SHENZI (TOGETHER)
	    Ed?

Ed nods "yes" and WE HEAR:

SFX: THE RATTLE OF ED´S BRAINS.  He is interrupted by
Mufasa.

			  MUFASA
	    ROAR!

			  BANZAI
	    Tootles!

The Hyenas run off, YIP-YIP-YIP-YIPPING.

			  SIMBA
	    Dad... I...

			  MUFASA
	    You deliberately disobeyed me!

			  SIMBA
	    Dad, I´m... I´m sorry.

			  MUFASA
		   (fuming)
	    Let´s go home.

Mufasa leads the way, Zazu flapping behind him.  PAN TO
REVEAL:  Simba following, hangdog.  Nala is with him and
shoots him an "It´s okay" look, adding:

			  NALA
		   (whispered)
	    I thought you were very brave.

He just continues on, his head drooped.

ANGLE - A ROCKY LEDGE ABOVE THEM

Reveal Scar´s shadow.  He´s taking this all in.  It turns
away and slinks out of frame.

SEQ. 6 (SIMBA & DAD)

EXT. PRIDE LANDS - SUNSET

Mufasa walks ahead, leading Simba, Zazu and Nala home.
Simba has a dejected look as he tries to keep up.

			  MUFASA (O.S.)
		   (sternly)
	    Zazu!

Zazu flaps forward to the king.

			  ZAZU
	    Sire, I feel simply awful about
	    this...
		   (a beat)
	    Although I must point out that
	    babysitting...

			  MUFASA
		   (interrupting)
	    It wasn´t your fault.

			  ZAZU
	    ...is not part of my... I beg
	    pardon?

			  MUFASA
	    I said, it wasn´t your fault.

			  ZAZU
		   (then aback)
	    Oh.  Well.  Yes.  Of cource.

			  MUFASA
	    Zazu!  Take Nala home.  I have to
	    teach my son a lesson.

SIMBA

hears this and sinks into the grass.

WITH ZAZU AND MUFASA

			  ZAZU
	    Very good, Sire.

Zazu nods and flies to the cubs.

WITH ZAZU AND THE CUBS

			  ZAZU
	    Come, Nala.
		   (to Simba)
	    Simba...

Very stiff-upper-lip:

			  ZAZU (CONT´D)
		   (RAF Commander)
	    Good luck.

Zazu and Nala take off.  Simba doesn´t move.

			  MUFASA
		   (calling)
	    Simba!

SIMBA

edging closer to his father.  Hit little paw lands in one of
the enormous paw prints Mufasa left.  His is dwarfed by
Mufasa´s immense print.

WITH SIMBA AND MUFASA

Simba sits beside his dad.

			  MUFASA
	    Simba, I´m very disappointed in you.

			  SIMBA
	    I know.  I´m sorry.

			  MUFASA
		   (sternly)
	    You could have been killed!  And
	    what´s worse, you put Nala in
	    danger!

Mufasa turns to see the little cub cowering in fear.  Simba
starts to cry as he speaks:

			  SIMBA
	    I was just trying to be brave, like
	    you.

			  MUFASA
	    I´m only brave when I have to be.
	    Simba...
		   (softening)
	    being brave doesn´t mean you go
	    looking for trouble.

			  SIMBA
	    But you´re not scared of anything.

			  MUFASA
	    I was, today.

			  SIMBA
	    You were?

			  MUFASA
	    Yes.  I thought I might lose you.

			  SIMBA
	    Oh.  I guess even kings get scared,
	    huh?

Mufasa pulls Simba close.

			  MUFASA
	    C´mere, you.

Then he starts to tickle his cub.  Both romp, LAUGHING and
GROWLING playfully.

			  MUFASA/SIMBA
	    Ha-ha-ha... grfff... ha-ha...

They stop.  There is a moment:

			  SIMBA
	    Dad?

			  MUFASA
	    Hmm?

			  SIMBA
	    We´re pals, right.

			  MUFASA
	    Right.

			  SIMBA
	    And we´ll always be together.
	    Right?

			  MUFASA
	    Simba, let me tell you something my
	    father told me:  Look at the stars.

Simba looks up.

			  MUFASA (CONT´D)
	    The great kings of the past look
	    down on us from those stars.

			  SIMBA
	    Really?

			  MUFASA
	    Yes.  So whenever you feel alone,
	    just remember that those kings will
	    always be there to guide you.
		   (a beat)
	    And so will I.

They stare at the stars in silence, dwarfed by the infinity
that surrounds them.

SEQ. 7 ("BE PREPARED")

EST. SHOT - HYENA LAIR - NIGHT

			  BANZAI (O.S.)
	    Oh, man.  That lousy Mufasa.  I
	    won´t be able to sit for a week.

Ed LAUGHS wildly.

			  ED (O.S.)
	    Hee-hee-hee!

WITH SHENZI, BANZAI AND ED

still licking their wounds -- but Ed LAUGHS.  Banzai rubs
his butt.

			  BANZAI
	    It´s not funny, Ed.

Ed LAUGHS even harder.

			  ED
	    HEE-HEE-HEE...

			  BANZAI
	    Hey, shut up!

Ed is HYSTERICAL.

			  ED
	    HEE-HEE-HEE-HEE-HEE-HEE-HEE!

Banzai pounces on him, and they fight.

MISC. GRUMBLING, GROWLING, GNASHING OF TEETH.

			  SHENZI
	    Banzai, will you guys knock it off?

They stop fighting.  Ed idiotically chews his own leg.
Saliva hangs from Banzai´s jaw.

			  BANZAI
	    He started it.

			  SHENZI
	    Look at you guys!  No wonder we´re
	    dangling at the bottom of the food
	    chain.

			  BANZAI
	    Oh, man, I hate dangling.

			  SHENZI
	    Yeah.  If it weren´t for those
	    lions, we´d be running the joint.

			  BANZAI
	    Man, I hate lions.

			  SHENZI
	    They´re pushy.

			  BANZAI
	    And hairy.

			  SHENZI
	    And stinky.

			  BANZAI
	    And, man, are they...

			  SHENZI/BANZAI (TOGETHER)
	    uggg-lee!

All LAUGH and enjoy themselves.

ANGLE - SCAR

on the upper ride and calling down:

			  SCAR
	    Oh, surely we lions are not all that
	    bad.

FULL SHOT

All GASP... until they recognize Scar.  Then they HEAVE
SIGHS of relief.

			  BANZAI
		   (underwhelmed)
	    Oh, Scar.  It´s just you.

			  SHENZI
		   (whew)
	    Yeah, we were afraid it was somebody
	    important.

			  SCAR
		   (coldly)
	    I see.

			  BANZAI
	    You know -- Like Mufasa.

			  SCAR
	    Uh-huh.

			  BANZAI
	    Now that´s power.

			  SHENZI
	    Tell me about it.  I just hear that
	    name, I shudder.

			  BANZAI
		   (playing along)
	    "Mufasa."

			  SHENZI
		   (shuddering)
	    Brrrrr!
		   (then, rapidly)
	    Do it again!

			  BANZAI
	    "Mufasa!"

			  SHENZI
		   (shuddering)
	    Brrrrrr!

Ed laughs wildly.

			  ED
	    Hee-hee-hee-hee-hee...

			  BANZAI
	    "Mufasa-Mufasa-Mufasa!"

Shenzi goes wild, gleefully SHUDDERING and SHIVERING:

			  SHENZI
	    Burrrrr-burrrr-burrrr.  It just
	    tingles me!

Ed laughs louder.

			  SCAR
		   (under his breath)
	    I am surrounded by idiots.

			  BANZAI
	    Now you, Scar -- You´re one of us.
	    You´re our pal.

			  SCAR
		   (with loathing)
	    Charmed.

			  SHENZI
	    Ooh, I like that.  He´s not king,
	    but he´s still so proper.

			  BANZAI
	    Hey, did´ja bring us anything to
	    eat, Scar old buddy, old pal?
	    Did´ja-did´ja-did´ja?

Scar considers what to do with the scrap of carrion he´s
carryin´.

			  SCAR
	    I don´t think you really deserve
	    this.  I practically gift-wrapped
	    those cubs for you, and you couldn´t
	    even dispose of them.

He tosses them the hunk of meat.  They dive into it,
voraciously.  SOUNDS OF CHEWING, MUNCHING, SLURPING.  They
speak with their mouths full.

			  SHENZI
	    Well, ya know, it wasn´t like they
	    was exactly alone, Scar.

			  BANZAI
	    Yeah, what were we supposed to do,
	    kill Mufasa?

			  SCAR
		   (a beat)
	    Precisely.

The hyenas just keep on eating.  More SOUNDS OF their
CHEWING, MUNCHING, SLURPING.  As...

SONG:  "BE PREPARED"

Scar jumps down, scattering hyenas as he lands.  He walks
through the steam vents.

			  SCAR
	    I KNOW THAT YOUR POWERS OF
		   RETENTION

He circles Ed and whacks the bone out of his mouth.  Ed
stands at attention.  Scar continues circling Ed.

			  SCAR
	    ARE AS WET AS A WARTHOG´S BACKSIDE
	    BUT THICK AS YOU ARE, PAY ATTENTION
	    MY WORDS ARE A MATTER OF PRIDE

Scar waves his paw in front of Ed´s glazed-over eyes.

			  SCAR
	    IT´S CLEAR FROM YOUR VACANT
		   EXPRESSIONS
	    THE LIGHTS ARE NOT ALL ON UPSTAIRS

Two hyenas stare down from a ledge and share a joke.

			  SCAR
	    BUT WE´RE TALKING KINGS AND
		   SUCCESSIONS
	    EVEN YOU CAN´T BE CAUGHT UNAWARES

Scar startles the bejesus out of the two hyenas who fall
down and land on steam vents.  Scar exits and the steam
vents erupt, sending the gyenas into orbit.  Then back into
frame.

Scar appears in frame and dances up a ramp.

			  SCAR
	    SO PREPARE FOR THE CHANCE OF A
		   LIFETIME
	    BE PREPARED FOR SENSATIONAL NEWS
	    ITS TIPTOEING NEARER

He tiptoes to a higher level.  Shenzi asks:

			  SHENZI
	    And where do we feature?

He pinches her cheek.

			  SCAR
	    Just listen to teacher
	    I KNOW IT SOUNDS SORDID
	    BUT YOU´LL BE REWARDED
	    WHEN AT LAST I AM GIVEN MY DUES!
	    AND INJUSTICE DELICIOUSLY SQUARED
	    BE PREPARED!

He mounts to a higher level, kicking bone-chewing Ed -- who
tumbles down the rocks and crashes in a bone pile.

			  BANZAI
	    Yeah!  Be prepared.  We´ll be
	    prepared!
		   (confused)
	    For what?

Scar sits on a rock pinnacle.

			  SCAR
	    For the death of the King.

			  BANZAI
	    Is he sick?

			  SCAR
		   (throttling him)
	    No, fool!  We are going to kill him.
	    And Simba, too.

He drops Banzai -- who falls out of frame... and back into
frame between Shenzi and Ed.

			  SHENZI
	    Great idea!  Who needs a king?

			  ALL HYENAS
		   (chanting)
	    NO KING, NO KING!    LA LA LA LA LA!

The hyenas dance around and sing like idiotic children.
Scar is on a ledge above them.

			  SCAR
	    Idiots!  There will be a King!

			  BANZAI
	    But you said...

			  SCAR
	    I will be King!  Stick with me and
	    you´ll never go hungry again!

Scar towers over a gathering throng of hyenas.

			  BANZAI & SHENZI
	    Yay, all right!  Long live the
	    King!!

Hyena CHEERING.  Steam fills the screen.

			  ALL HYENAS
		   (laughing)
	    Ha-ha-ha-ha-ha-ha!

The steam evaporates, revealing rows of jackbooted, goose-
stepping storm trooper hyenas.

Scar observes from above.  Their shadows cross his face.

			  HYENAS
		   (singing)
	    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
		   (draws a murderous
		    claw across his
		    throat)
	    THE FUTURE IS LITTERED WITH PRIZES
	    AND THOUGH I´M THE MAIN ADDRESSEE
	    THE POINT THAT I MUST EMPHASIZE IS

Leaping into the midst of the hyenas.

			  SCAR
	    YOU WON´T GET A SNIFF WITHOUT ME!

The ground begins to crack open.

			  SCAR & SHENZI & BANZAI
	    SO PREPARE FOR THE COUP OF THE
		   CENTURY

More steam vents shoot up as the earth shakes and spits.
Scar leaps onto a pillar of rock, which begins to rise.

     SCAR					     HYENAS
BE PREPARED FOR THE MURKIEST SCAM	OOOOOO, LA-LA-LA!
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			AAAAAAAAH!
RESPECTED, SALUTED			AAAAAAAAH!
AND SEEN FOR THE WONDER I AM		AAAAAAAAH!

While Scar and his pillar of rock continues to thrust up out
of the surrounding ground, the hyenas dance demonically.

			  SCAR
	    YES MY TEETH AND AMBITIONS ARE
		   BARED
	    BE PREPARED!

			  SCAR & HYENAS
	    YES OUR TEETH AND AMBITIONS ARE
		   BARED
	    BE PREPARED!

Hyenas dance and dismember skeletons.  One hyena plays the
vibes on a rib cage.

On Scar´s evil laugh, we pull back, through the length of a
rib cage, and see him ranting atop his pillar, high above
the whole, lurid, Hieronymus Bosch carnival-in-hell.

SWQ. 10 (STAMPEDE/MUFASA´S DEATH)

EXT. PLATEAU - THE FOLLOWING DAY

Two dots are down below in a tremendous gore.

			  SCAR (O.S.)
	    Now you wait here.  Your father has
	    a marbelous surprise for you.

			  SIMBA (O.S.)
	    What is it?

EXT. FLOOR OF THE GORE - A SHORT TIME LATER

Scar is with Simba under a tree.  Simba sits on a rock.

			  SCAR
	    If I told you, it wouldn´t be a
	    surprise now, would it?

			  SIMBA
		   (sweetly shrewd)
	    If you tell me -- I´ll still act
	    surprised.

			  SCAR
		   (tsk-tsk-tsking)
	    You are such a naughty boy.

			  SIMBA
		   (man-to-man)
	    Come on, Uncle Scar...

			  SCAR
	    No-no-no.  This is just for you and
	    your dad.  You know, a sory of
	    father-son thing.

			  SCAR (CONT´D)
		   (a real pal)
	    Well, I´d better go get him.

			  SIMBA
	    I´ll go with you!

			  SCAR
	    NO!
		   (sweetly)
	    No, no.

Scar starts to go.

			  SCAR (CONT´D)
	    Just stay on this rock.  You
	    wouldn´t want to end up in another
	    mess like you did with the hyenas.

			  SIMBA
	    You know about that?

			  SCAR
	    Simba -- everyone knows about that.

Simba looks mortified.

			  SIMBA
	    Really?

			  SCAR
	    Mmm-mm.

			  SCAR (CONT´D)
		   (a beat)
	    Now be a good lad and prove you can
	    do one thing right:  Stay on this
	    rock and wait for your surprise.

			  SIMBA
	    Right!

Scar starts to leave.  Simba calls:

			  SIMBA (CONT´D)
	    Hey, Uncle Scar -- will I like the
	    surprise?

Scar turns back to Simba.

			  SCAR
	    Simba, it´s to die for.

Scar trots off.  Simba centers himself on the rock.  He
looks around for his father.  He waits.

EXT. A LEDGE ABOVE - CONTINUOUS

A herd of hundreds of WILDEBEEST grazes.  Thru their legs we
see Shenzi, Banzai and Ed.

We hear a stomach RUMBLE.

WITH THE HYENA TRIO

Shenzi glares at Banzai.

			  SHENZI
	    Shut up!

			  BANZAI
	    I can´t help ip.  I´m so hungry... I
	    gotta have a wildebeest.

			  SHENZI
	    Stay put.

			  BANZAI
	    Can´t I just pick off one of the
	    little sick ones?

			  SHENZI
	    No!  We wait for the signal from
	    Scar.

WITH SIMBA - CONTINUOUS

A chameleon enters frame left, crawling on a long branch.
The chameleon´s weird eye movement catches Simba´s
attention.  They eye each other.  As the chameleon climbs
from the branch onto the rock, Simba reaches for it.  He
misses the chameleon and gets hit with the branch.  The
chameleon moves across a black part of the rock and turns
black.  Simba steps off the rock.  He holds a leaf over the
funny creature... which makes it turn green.  Simba LAUGHS.

ANGLE - SCAR

giving the signal.

WITH THE HYENAS

			  SHENZI
	    Look!  There he is!  Let´s go.

They slink toward the grazing wildebeest.

WITH SIMBA

He holds his paw near the chameleon -- who changes color as
it crawls up Simba´s arm.  It nears Simba´s face and bites
him on the nose.  He recoils, YELPING:

			  SIMBA
	    Yeee-owwww!

SOUNDS:  Simba´s scream echoing off the canyon walls.  Then
the THUNDERING of houndreds of wildebeest approaching.

ANGLE - TOP  OF THE GORGE

WILDEBEEST cascade down into the gorge - running directly
toward Simba.

WITH SIMBA

Simba sees the WILDEBEEST flood down into the gorge - a
STAMPEDE that thunders directly toward him.

Simba runs for his life.

WITH THE STAMPEDE

The Hyena Trio nips at the hooves of the Wildebeest as the
final group approaches the edge of the ridge and slipps out
of sight over and down into the gorge.

WITH SIMBA

running deeper into the gorge.

EXT. TOP OF GORGE - ANOTHER VANTAGE POINT - CONTINUOUS

Zazu, riding along on Mufasa´s back, notices dust rising
from below in the gorge.

			  ZAZU
	    Look, Sire!  The herd is on the
	    move.

			  MUFASA
	    Odd...

Scar emerges from the bluff below, calling to his brother:

			  SCAR
	    Mufasa!  Quick!  Stampede!  In the
	    gorge!  Simba´s down there!

			  MUFASA
	    Simba?

WITH SIMBA

Running full out.  Barely ahead of the wildebeest.  Simba
scurries up to the branch of a dead tree.

WITH MUFASA, ZAZU AND SCAR

			  ZAZU
	    I´ll fly ahead, Sire!

ZAZU´S POV - FLYING

looking down, over the herd, he sees Simba clinging to a
branch.  Simba franatically calls:

			  SIMBA
	    Zazu!  Help me!

			  ZAZU
	    Your father is on the way!  Hold on!

			  SIMBA
	    Hurry!

WITH MUFASA AND SCAR

They leap down onto a lower ledge.  Zazu zooms in, directing
Mufasa´s attention toward Simba.

			  ZAZU
	    There!  On that tree.

			  MUFASA
		   (calling)
	    Hold on, Simba!

WITH SIMBA

The branch he´s clinging to starts to give way.  It dips.

			  SIMBA
	    Aaaaah!

Simba tries more desperately to hold on.

WITH MUFASA

WE TRUCK with Mufasa as he plunges into the gorge and
battles his way upstream through the oncoming wildebeest

WITH ZAZU AND SCAR

From their vantage above the gorge.  Zazu hovers.

			  ZAZU
	    Scar, this is awful!  I´ll go back
	    for help.

Scar BATS Zazu against a rock.  SPLAT! Zazu´s out cold.

			  ZAZU (CONT´D)
	    Uuumph!

ANGLE - SIMBA

as a wildebeest CRASHES into the branch he clingc to.  Simba
flips into the air.

MUFASA

leaps in and catches his son.  Mufasa carries Simba and
runs.  A wildebeest hits him, and Simba tumbles out of
Mufasa´s mouth -- into the midst of the herd.

SIMBA

dodges wildebeest.  Mufasa races in and pulls Simba out.

FULL SHOT

Mufasa runs and places Simba on a ledge above the trouble.

Simba is safe.  But a wildebeest knocks Mufasa back into the
flow.  Mufasa disappears under the army of galloping
wildebeest.

			  MUFASA
	    Ahhh!  Ohhh!

			  SIMBA
	    Dad!

Mufasa is out of Simba´s view, so he does not witness the
following:

WITH THE STAMPEDE

Mortally wounded, Mufasa makes a valiant leap up a steep
incline.  He climbs up loose rock that gives way.  He
struggles up the incline and climbs just beneath a rocky
overhang.  He digs his claws in and dangles.

ANGLE - SCAR

looking down at his brother, who clings for his life.

MUFASA

Calls to Scar:

			  MUFASA
	    Scar, help me!  Brother -- help me?

SCAR AND MUFASA

Unmoved, Scar glares at Mufasa.  Hold a beat.  Then Scar
DIGS his claws into Mufasa´s forearms, pulls him closer and
whispers:

			  SCAR
	    Long live the king.

Scar releases his grip.  Mufasa slides down the steep
incline to his death.

SIMBA

runs over the rise JUST IN TIME TO SEE Mufasa disappear into
the thundering wildebeest.  He does not see Scar.  He cries:

			  SIMBA
	    Noooooooo!

Simba runs down into the dust-filled gorge.

IN THE GORGE

Still choked with dust kicked up by the stampede.  Simba
searches for his father.

			  SIMBA (CONT´D)
	    Dad!?

He hears a SOUND and turns to look:

			  SIMBA (CONT´D)
	    Dad?...

But it is only a stray Wildebeest that runs off. Its
movement draws Simba´s gaze to the form of his lifeless
father.

ANGLE - MUFASA

Simba rushes to his father.

He nuzzles him.

			  SIMBA
		   (panic building)
	    Dad?...

Nothing.  Again.

			  SIMBA (CONT´D)
		   (more panic)
	    Dad?... Come on.

He tries to raise Mufasa´s powerful arm.  It flops to the
ground.  Panicked, Simba runs away a few paces.

			  SIMBA (CONT´D)
		   (calling)
	    Help!  Somebody!  Anybody?

Then he runs back to his dad.

			  SIMBA (CONT´D)
		   (more panic)
	    Dad, you gotta get up.  Come on,
	    Dad, stop playing.  Dad, we gotta go
	    home.  Please?

He isn´t sure what to do.  He starts to SOB, moves very
close to Mufasa and then nuzzles his father and lies down
beside the great lion.  We hold on SOBBING Simba.

ANGLE - SCAR

emerging through the settling dust.

WITH SIMBA

SOBBING into his father´s mane.  Scar looms over him and
takes advantage of the moment.

			  SCAR (O.S.)
	    Simba.

FULL SHOT

			  SCAR (CONT´D)
	    What have you done?

			  SIMBA
		   (sob/explaining)
	    There were wildebeests... He tried
	    to save me... It was an accident.  I
	    didn´t mean for it to...

			  SCAR
	    Of course you didn´t.  No one ever
	    means for these things to happen.
	    But the king is dead.  If it weren´t
	    for you, he´d still be alive.  Oh,
	    what will your mother think?

Simba sobs harder.

			  SIMBA
	    What am I gonna do?

			  SCAR
	    Run away, Simba.  Run!  Run away and
	    never return.

Simba tears off.  We FOLLOW HIM.

WITH SCAR

as Shenzi, Banzai and Ed emerge from the dust.

			  SCAR
	    Kill him.

Shenzi and Banzai take off.  Ed follows.

EXT. BOX CANYON - CONTINUOUS

Simba runs in -- and evades the hyenas.

TRACKING WITH THE HYENAS

Following Simba who runs to a cliff wall and climbs into a
crevasse.  They´re right on his tail.

WITH SIMBA

He realizes he´s being chased by the hyenas.

Reaching the edge.  It drops off to a flat plain that folds
out to the horizon.  Simba has to make a choice.  He leaps
over the edge and rolls uncontrollably down to the bottom.

WITH THE HYENA TRIO

Jumping over the same ledge.

WITH SIMBA

Landing in thorny brush.  Simba GASPS and GROANS.

WITH THE HYENAS

bouncing down the hill, slavering, YIPPING - realizing what
they´re headed for.  Their eyes bug.  SFX:  SLAMMING ON
BRAKES sound as the Hyenas SCREECH to a stop.

			  HYENAS
	    Whoa...whoa...WHOA!

SFX:  CRUNCH! of thorns digging into flesh as Banzai lands
in the thorny brush with an OOFF!  He bounces back up,
HOWLING.  He´s covered with thorns.

			  BANZAI
	    Eeeeyiiike!!  Yike-yike-yike!  Ow-
	    oooo-eeee!

Shenzi and Ed think this is hysterical and LAUGH.

			  SHENZI AND ED
		   (laughing)
	    Hee, hee, hee!

ANGLE - SIMBA RUNNING OFF

running flat out.

WITH THE HYENAS

They´re separated from Simba by the heavy, painful thicket.
Shenzi orders Banzai:

			  SHENZI
	    Hey!  There he goes!

As Banzai pulls out a thorn:

			  BANZAI
	    So go get him.

			  SHENZI
	    No way I´m going in there.
		   (muttering)
	    What you want me to come out looking
	    like you -- cactus-butt?

			  BANZAI
	    But we gotta finish the job.

			  SHENZI
	    Well, he´s as good as dead out
	    there, anyway.  And if he does come
	    back, we´ll kill him.

			  BANZAI
	    Yeah.
		   (yelling to Simba)
	    You hear that?  If you ever come
	    back -- we´ll kill you!

			  BANZAI´S ECHO
	    Kill you! Kill you! Kill you! Kill
	    you!

ANGLE - THE FLATLANDS

WE HEAR the hyenas WICKED LAUGHS ECHO across the wasteland.
In the far distance, WE SEE young prince Simba run for his
life.

SEQ. 8  (SCAR LIES TO THE PRIDE)

EXT. PRIDE ROCK - SUNDOWN

Scar wipes a tear from his eye.

			  SCAR
	    All that I have I would gladly give
	    not to be here today.  Mufasa´s
	    death is a terrible tragedy.  But to
	    lose Simba -- who had barely begun
	    to live?  For me, it is a deep,
	    personal loss.

The lionesses grieve.  Zazu wipes a tear from his eye.  Nala
buries her face against her mem.

			  SCAR (CONT´D)
	    So it is with a heavy heart that I
	    assume the throne.
		   (a beat)
	    We must never forget the great
	    Mufasa and our beloved Simba, and
	    the brave deed that was done this
	    day... Yet out of the ashes of this
	    tragedy, we shall rise to greet the
	    dawning of a new era -- A new order
	    of peace and prosperity...

Shadows of hyenas appear on Pride Rock.  A dazed Zazu
squawks:

			  ZAZU
	    Oh my -- Hyenas!

The lionesses mourning turns to fear, murmuring "hyenas!"

			  SARABI
	    Scar!  Do something!

			  SCAR
		   (ignoring it)
	    ...A new order of peace and
	    prosperity in which lion and hyena
	    come together in a great and
	    glorious future!

From all corners of the Pride lands, an serpentine invasion
of hyenas creeps onto the land.  The lionesses are silent.

						    FADE TO BLACK

SEQ. 9  (SIMBA´S EXILE/TIMON & PUMBAA)

Simba crosses the parched sand.  He slips down a sand dune.

						    TIME DISSOLVE TO:

EXT. FARTHER INTO DESSERT - LATER

A sand storm fills the screen.  Simba emerges, fighting
against the strong winds.

						    TIME DISSOLVE TO:

EXT. EDGE OF SAVANNAH - DAY

Simba, looking near death, trudges across the hot, dry
inhospitable wastes.  Heat waves distort what we see.  A
shadow passes over Simba.  He looks up TO SEE:

ANGLE - SKY

A half dozen BUZZARDS fly high in the heat-white sky.

WITH SIMBA

The effort was too much.  His knees buckle and he falls to
the ground in a faint.

BUZZARDS´ POV - CIRCLING

Looking down at Simba.

WITH SIMBA

Coming to, then slowly continuing his march on.

The buzzards encircle the cub.  He puts up a valiant fight,
but it´s too much for his weakened condition.  He faints.
The buzzards are about to dine when WE HEAR:

			  TIMON
	    Eeeee-yaaaaa!

In gallops a lumpy, big-hearted, perceptive but slow-witted
warthog (PUMBAA).  Riding on his back, his trusty, hyper
pal, a meerkat (TIMON).  They charge the buzzards - who
scatter.

			  BUZZARDS
		   (chaotic
		    squawking)
	    Ack-ack-ack-ack-ack-ack.

Simba is still out cold.  Pumbaa trots over to him.

			  TIMON
		   (yelling)
	    Get out-get out-get out of here!

			  PUMBAA
	    I love this!  Bowli´n for Buzzards!

			  TIMON
		   (laughing)
	    Ha-ha-ha!  Gets ´em every time.
	    Okay, let´s go!

Pumbaa checks out Simba.  He´s a little shaken up.

			  PUMBAA
		   (re cub)
	    Uh-oh.
		   (calling)
	    Hey, Timon, ya better come look.

As Timon dashes over...

			  PUMBAA (CONT´D)
	    I think it´s still alive.

Then Timon approaches very gingerly.

			  TIMON
	    Ooooo.
		   (then:)
	    Alrightie... What do we have here?
		   (lifting a paw)
	    Jeeze, it´s a lion!  Run, Pumbaa!
	    Move it!

Timon scrambles up Pumbaa for safety.

			  PUMBAA
	    Aw, Timon -- It´s just a little
	    lion.  Look at him.  He´s so cute
	    and all alone.  Can we keep him?

			  TIMON
	    Pumbaa, are you nuts?  You´re
	    talking about a lion!  Lions eat
	    guys like us!

			  PUMBAA
	    Aw, we can´t turn back on him.

			  TIMON
	    Wanna bet?  Who´s the brains in this
	    outfit?

			  PUMBAA
		   (stumped)
	    Uhhhhhhhh...

			  TIMON
	    My point exactly!

Timon zips over to the unconscious Simba to demonstrate:

			  TIMON (CONT´D)
	    Look at him:
		   (lifts an eyelid)
	    Shifty little eyes...
		   (lifts Simba´s lip
		    to reveal teeth)
	    Sharp fangs...  He´s a carnivore!

			  PUMBAA
	    Oh, come on, Timon.

			  TIMON
	    Read my lips:  car-nee-vorrr!

			  PUMBAA
	    But he´s so little.

			  TIMON
	    He´s gonna get bigger!

			  PUMBAA
	    Maybe he´ll be on our side.

			  TIMON
	    That´s the stupidest thing I ever
	    heard.  The things that come out of
	    your mouth!
		   (light bulb)
	    Hey!  I´ve got it!  What if he´s on
	    our side?
		   (resolved)
	    Ya know, havin´ a lion around might
	    not be such a bad idea!

			  PUMBAA
	    So we´re keepin´ him?

Pumbaa scoops Simba up and carries him toward the jungle.

			  TIMON
	    Pffft!  Of course!  Keep up with the
	    program.  Phew!  I´m burnin´ up.
	    Let´s go hit the waterhole, Pumbaa.
	    I need a drink.

						    DISSOLVE TO:

EXT. EDGE OF JUNGLE

Timon and Pumbaa watch:

UNCONSCIOUS SIMBA - CLOSE

His eyelids flutter open.

FULL SHOT

			  TIMON
	    You okay, kid?

			  SIMBA
		   (disoriented)
	    I... guess so.

			  PUMBAA
	    You nearly died.

			  TIMON
	    I saved you.

Pumbaa snorts at him.

			  TIMON (CONT´D)
		    (adding)
	    Well, Pumbaa helped.  A little.

			  SIMBA
	    Thanks for your help.

Simba gets up and starts to leave.  Timon calls after him:

			  TIMON
	    Hey, where ya goin´?

			  SIMBA
	    Nowhere.

Simba looks forlorn as he walks away.

			  TIMON
	    Gee.  He looks blue.

			  PUMBAA
	    I´d say brownish-gold.

			  TIMON
	    No-no-no.  I mean he´s depressed.

			  PUMBAA
	    Oh.
		   (to Simba)
	    Kid, what´s eatin´ ya?

			  TIMON
		   (to Pumbaa)
	    Nothin´.  He´s as the top of the
	    food chain.
		   (no response)
	    Ha-ha-ha...
		   (fading)
	    Ha-ha-food chain...
		   (fading)
	    Ha-ha... Yeah...
		   (then:)
	    So!  Where ya from?

			  SIMBA
	    Doesn´t matter.

			  TIMON
		   (elated)
	    Ah, you´re an outcast!

			  SIMBA
	    What?

			  TIMON
	    An outcast.  That´s great!  So´re
	    we!

			  PUMBAA
	    Whad´ja do, kid?

			  SIMBA
	    Something terrible.  But I don´t
	    want to talk about it.

			  TIMON
	    Good!  We don´t want to hear about
	    it.

			  PUMBAA
		   (going to Simba)
	    Ya know, kid, in times like this my
	    buddy Timon here says:  You gotta
	    put your behind in your past.
			  PUMBAA (CONT´D)
		   (confused)
	    Uhhh... I mean...

			  TIMON
		   (interrupting)
	    No-no-no!  Amateur!  Lie down before
	    you hurt yourself.
		   (so Simba)
	    It´s:  You gotta put your past
	    behind you.  Ya know: take life one
	    day at a time.  No past, no future.
	    Hakuna Matata!

			  SIMBA
	    What?

			  PUMBAA
		   (slowly)
	    Ha-ku-na  Ma-ta-ta.
		   (explaining)
	    It means "no worries."

			  TIMON
		   (testimonial)
	    Yup.  Two little words that´ll
	    change your life.

			  SIMBA
	    Really?

			  TIMON
	    Uh-huh.  They changed mine...

SEQ. 9.1  (SONG:  "HAKUNA MATATA")

Out of nowhere, a bright spotlight shines on Timon.  Very
dramatically Timon talks his testimonial.  Then segues into
song -- where he demonstrates how he didn´t conform with the
meercat colony he lived in.

			  TIMON
	    WHEN I WAS A YOUNG MEERCAT
			  PUMBAA
	    (WHEN HE WAS A YOUNG MEERCAT)
			  TIMON
	    I WAS WORKIN´ IN THE COLONY PAYIN´
		   MY DUES
	    ACCEPTIN´ WITHOUT QUESTION THE
		   PREVAILING VIEWS
	    THAT A MEERCAT´S LIFE WAS ONE LONG
		   GRIND
			  PUMNAA
	    THAT SOUNDS ROUGH
			  TIMON
	    DIGGIN HOLES, STANDIN´ GUARD TIL IT
		   CROSSED MY MIND

    TIMON		     PUMBAA
I WAS WRONG		  (HE WAS WRONG)
AND ALL ALONG	  (ALL ALONG)
ALL THAT I NEEDED	  (WHAT DID´JA NEED?)
WAS TO HAVE HEEDED  (SING IT, TIMON)

			  CHORUS
HAKUNA MATATA!  WHAT A WONDERFUL PHRASE
HAKUNA MATATA!  AIN´T NO PASSING CRAZE
			  PUMBAA
DITTO!
			  CHORUS
IT MEANS NO WORRIES AND THE REST OF YOUR DAYS
TAKE OUT PROBLEM-FREE PHILOSOPHY
HAKUNA MATATA!

			  SIMBA
	    Hakuna Ma... Does that really work?

			  TIMON
	    Ha-ha-ha. Oh does it work?  Oh
	    that´s rich.  Oh, Pumbaa, tell him.

			  PUMBAA
	    Listen to me, kid. Listen.  Sit down
	    there.  I got a story, too!

Pumbaa launches into his tail of woe -- showing how his
special aroma made him an outcast.

			  PUMBAA
		   (singing)
	    WHEN I WAS A YOUNG WARTHOG...
			  TIMON
	    (WHEN HE WAS A YOUNG WARTHOG)
			  PUMBAA
	    I FOUND MY AROMA LACKED CERTAIN
		   APPEAL
	    I COULD CLEAR THE SAVANNAH AFTER
		   EVERY MEAL
	    I´M A SENSITIVE SOUL THOUGH I SEEM
		   THINK-SKINNED
	    AND IT HURT THAT MY FRIENDS NEVER
		   STOOD DOWNWIND

   PUMBAA				  TIMON
AND OH THE SHAME		  (OH HE WAS ASHAMED)
TRIED CHANGIN´ MY NAME	  (YOU CAN´T REMEMBER THE ONE YOU´VE
					GOT)
AND I GOT DOWNHEARTED EVERYTIME THAT I...

Timon "shushes" Pumbaa.

			  TIMON
	    Hey! Pumbaa!  Not in front of the
	    kids!

			  PUMBAA
	    Oh.  Sorry.

[ALT:
IT WAS ALL TOO CLEAR
THERE WAS AN ATMOSPHERE	    ]

			  CHORUS
HAKUNA MATATA!  WHAT A WONDERFUL PHRASE
HAKUNA MATATA!  AIN´T NO PASSING CRAZE
IT MEANS NO WORRIES FOR THE REST OF YOUR DAYS
TAKE OUR PROBLEM-FREE PHILOSOPHY
HAKUNA MATATA!

While MUSIC noodles:

EXT. JUNGLE - A SHORT TIME LATER

Timon and Pumbaa leads Simba through the lush surroundings.

			  TIMON
	    Well, kid, are you with us?

			  SIMBA
	    I guess so.

			  TIMON
	    Then right this way!

Timon pulls back a huge leaf, revealing Timon and Pumbaa´s
bachelor pad.  It is a jungle paradise.

			  TIMON (CONT´D)
	    Welcome to our humble home.

			  SIMBA
	    You live here?

			  TIMON
	    We live wherever we want.

			  PUMBAA
	    Yup!  Home is where your rump rests.

EXT. ANOTHER PART OF THE JUNGLE - MOMENTS LATER

Timon stands next to a log.  Pumbaa BURPS.

			  PUMBAA (CONT´D)
		   (burping)
	    Urrrrp... Gee, I´m starved!

			  SIMBA
	    I´m so hungry, I could eat a whole
	    zebra!

			  TIMON
	    We´re fresh out of zebra.

			  SIMBA
	    Any antelope?

			  TIMON
	    Nuh-uh.

			  SIMBA
	    Hippo?

			  TIMON
	    No, no.  Listen kid, if you´re gonna
	    live with us, you´re gonna have ta
	    eat like us.

Timon gestures to the log:

			  TIMON (CONT´D)
	    This looks like a good spot to
	    rustle up some grub.

They lift a log, revealing millions of insects.  Timon
scoops up some.

			  SIMBA
	    What´s that?

			  TIMON
	    A grub.  What´s it look like?

Timon pops the grub in his mouth.  Simba recoils in disgust.

			  TIMON (CONT´D)
	    Mmmm!  Tastes like chicken.

Pumbaa slurps a big wormy thing, commenting:

			  PUMBAA
	    Slimy, yet satisfyin´.
		   (a beat)
	    You´re gonna love it here.

While Timon collects a sampler of bugs which he eats and
places on a leaf he uses as an attractive serving tray:

			  TIMON
	    This is the great life -- No rules,
	    no responsibilities...

			  TIMON (CONT´D)
		   (re a bug)
	    Oooo...The little cream-filled king.
		   (to Simba)
	    And best of all, no worries!
		   (to Simba)
	    Well, kid?...

Timon offers Simba the platter of bugs.  He thinks a moment.
Then caves:

			  SIMBA
	    Oh well...  Hakuna Matata!

Simba eats a bug.  Not bad.

			  TIMON
	    That´s it!  Hakuna Matata.

			  ALL THREE
	    Hakuna Matata.

During the final chorus, the trio dances and plays through
various landscapes.  In each one we see Simba has grown --
until he is a mane-toting adolescent.

			  CHORUS
 (speaking)
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
IT MEANS NO WORRIES FOR THE REST OF YOUR DAYS
TAKE OUR PROBLEM-FREE PHILOSOPHY
  (Pumbaa scats while Timon sings)
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA MATATA!
HAKUNA ...

SEQ. 9.2  (UNDER THE STARS)

EXT. JUNGLE - NIGHT

At the close of the song, we find Timon, Pumbaa and
adolescent Simba lying on their backs under the night sky,
looking up at the stars.  It´s like a campfire scene with
campfire buddies.

They are silent for a moment.  Then out of the blue:

			  PUMBAA
		   (wondrous)
	    Timon?

			  TIMON
	    Yeah?

			  PUMBAA
	    Ever wonder what those sparkly dots
	    up there are?

			  TIMON
	    Pumbaa, I don´t wonder.  I know.

			  PUMBAA
	    Oh.  What are they?

			  TIMON
	    They´re fireflies.  Fireflies that
	    got stuck up on that big bluish
	    black thing.

			  PUMBAA
	    Oh, gee -- I always thought they
	    were balls of gas, burning billions
	    of miles away.

			  TIMON
	    Pumbaa, with you everything´s gas.

			  PUMBAA
	    Simba, what do you think?

			  SIMBA
	    Well... uh... Nah!

			  PUMBAA
	    Aw, c´mon, Simba.  We told you ours.

			  SIMBA
	    Na...

			  TIMON
	    C´mon.  Give.  Give.

			  PUMBAA
	    Come on.  We told ´ja ours.  Please?

			  SIMBA
	    Well... somebody once told me the
	    great kings of the past are up there
	    -- watching over us.

			  PUMBAA
	    Really?

			  TIMON
	    Ya mean a bunch of royal dead guys
	    are watchin´ us?

Timon laughs it off.

			  TIMON (CONT´D)
	    Ha-ha-ha-ha... That´s the craziest
	    thing I ever heard!

Everybody LAUGHS uproariously.

			  TIMON (CONT´D)
	    Who told you something like that?

			  SIMBA
		   (laughing)
	    Ya.  Pretty dumb, huh?

FULL SCREEN - STARRY SKY

pan down to:

SIMBA

Atop a nearby hill, he gazes up at the starry sky, a distant
look in his eye.  Then he asks:

			  SIMBA
	    Are you really there?

There is no response.  He SIGHS and then tries to block it
all out of his "mantra:"

			  SIMBA (CONT´D)
	    Hakuna Matata.

He flops down.  The force of the impact sends milkweed
airborne across the night sky.

THE JUNGLE CANOPY - CONTINUOUS

The airborne pieces of milkweed travel through the air...

SEQ. 12 (RAFIKI GETS SIMBA)

POLLEN

moves across the landscape... finally approaching a tree.

EXT. JUNGLE - CONTINUOUS

An baboon HAND POPS into frame.  It collects the wind-borne
objects and snaps shut.  REVEAL

RAFIKI

the wose old baboon we met at Simba´s Presentation sits in
the branch of a tree.  He clutches what he´s just caught and
dives down into the tree.

RAFIKI´S CAVE - CONTINUOUS

Rafiki takes a hollow tortoise shell and tosses in what he
just collected.  He cracks open a gourd.  As he "reads" the
contents, he idly takes a bite out of one half of the gourd.
MUMBLES and then LAUGHS

			  RAFIKI
	    Simba!...

He goes to a painting of a lion cub - that has the same
marking on his forehead that Rafiki placed on Simba at his
Presentation.

			  RAFIKI (CONT´D)
	    Simba...

He scurries to get his walking stick.  Then he returns to
the wall painting ans smears something from one of his
gourds around the head of the cub.  Now the cub has a mane.
Rafiki laughs joyfully.

			  RAFIKI (CONT´D)
	    It´s time.

He grabs his walking stick and runs out.

SEQ. 15 (SIMBA AND NALA REUNITE)

EXT. EDGE OF THE JUNGLE - DAY

Timon and Pumbaa walk toward us, singing:  (SONG:  "THE LION
SLEEPS TONIGHT")

			  PUMBAA
	    A WEEM A WEP
	    A WEEM A WEP

			  TIMON
	    IN THE JUNGLE, THE MIGHTY JUNGLE,
	    THE LION SLEEPS TONIGHT.

			  PUMBAA
	    A WEEM A WEP
	    A WEEM A WEP

Pumbaa notices a fat, juicy bug and follows it out of frame.

			  TIMON
	    IN THE JUNGLE, THE MIGHTY JUNGLE,
	    THE LION SLEEPS TONIGHT.

Timon doesn´t hear Pumbaa´s bass line.  But he´s lost in his
own groove.

			  TIMON (CONT´D)
	    I can´t hear ya, buddy.
		   (a beat)
	    Back me up.
		   (singing)
	    AH WHEEE-EEE-EEE-EEE-EEE
	    AH PUMBAAH HUH WAY
	    AH WHEEE-EEE-EEE-EEE-EEE
	    AH PUMBAAH MUH...
		   (realizing he´s
		    gone)
	    Pumbaa?...Pumbaa?

EXT. A TREE TRUNK - CONTINUOUS

Still HUMMING the "Ah-Whee-Muh-Way" tune, Pumbaa stalks the
bug.

			  PUMBAA
		   (humming)
	    MM-MM-MM-MM-MM-MM.

It lands on a tree stump.  Pumbaa quickly hides behind a
tree.  Then he cautiously stalks the bug... and gets stuck
over the stump.  He hears a CRACK in the distance.  He
listens, then calls:

			  PUMBAA
	    Timon?

There is no response, so he resumes his bug hunt.  He comes
eye to eye with the bug.

PUMBAA´S POV

Rack Focus to reveal:

A YOUNG LIONESS IN THE BRUSH

REVERSE ANGLE - ON PUMBAA

Scared to death.  The lioness leaps into frame.  A chase
ensues, Pumbaa SQUEALING in fear. They run toward the
jungle.

EXT. JUNGLE - CONTINUOUS

The lioness chases Pumbaa around a tree.

			  PUMBAA
	    Squeeeeeal!

WITH TIMON

who heard the squeal.

			  TIMON
		   (calling)
	    Pumbaa?  Pumbaa?

THE CHASE

Pumbaa runs inder an arched root.  His butt is too big to
get through, so he gets stick.  Timon runs into frame.

			  TIMON
		   (to Pumbaa)
	    Hey, what´s goin´ on?

			  PUMBAA
	    She´s gonna eat me!

			  TIMON
	    Huh?
		   (trying to free
		    him)
	    Urfff!  Why do I always have to save
	    your...

Timon SEES the Lioness leaping for them.  He freezes,
screaming:

			  TIMON (CONT´D)
	    Aaaaa.

As the Lioness leaps, Simba (now in adolescent) jumps into
frame and knocks her down.  Timon takes a peek and sees the
lions face off.

			  TIMON
		   (to Pumbaa)
	    Don´t worry, buddy.  I´m here for
	    you.  Everything´s gonna be okay.

			  PUMBAA
	    Hey, what´s happenin´?

Timon calls out:

			  TIMON
	    He´s got her.  Oh no!  She´s got
	    him.  Wow!  Check out that move.
	    He´s movin´ like a champ.  Get her!
	    Bite her head!
		   (a beat)
	    Oh, ow!  That´s gotta hurt.  Go for
	    the jugular...The jugular!
		   (to Pumbaa)
	    See, I told ya he´d come in handy.

With that, Nala flips Simba on his back and pins him to the
ground -- the same way she did as a cub.  She holds Simba
there a beat.  Simba thinks he recognizes her.

			  SIMBA
	    Nala?

Nala backs away in fear/shock.

			  TIMBA (CONT´D)
	    It´s me -- Simba.

She steps back, unsure.

			  NALA
	    ... Simba?

Simba gives her a reassuring smile.  Nala realizes it is
Simba and screams with amazement/glee:

			  NALA (CONT´D)
	    Aaaaaa!

Timon and Pumbaa witness this in disbelief.   Dialogue
overlaps.

			  NALA (CONT´D)
	    How did you...?  Where did you...?
		   (a beat)
	    WOW!!!!

			  NALA
	    Where did you come from?

Simba gets tongue-tied, falters, finally saying:

			  SIMBA
	    It´s great to see ya!

			  NALA
	    Oh, it´s great to see you.

			  TIMON
	    Hey!  What´s goin´ on here?

			  SIMBA
	    What are you doing here?

			  NALA
	    What do you mean what am I doing
	    here?  What are you doing here?

			  SIMBA
	    I live here!

Timon tries again.

			  TIMON
	    HEY! -- WHAT´S GOIN´ ON HERE?

			  SIMBA
	    Timon, this is Nala.  She´s my best
	    friend.

			  TIMON
	    Friend?  Friend??!

			  SIMBA
	    Yeah.
		   (calling)
	    Hey, Pumbaa!

Pumbaa extricates himself from the root with a POP!

			  SIMBA (CONT´D)
	    Come over here.
		   (introducing)
	    Nala, this is Pumbaa.  Pumbaa --
	    Nala.

			  PUMBAA
	    Pleased to make your acquaintance!

			  NALA
	    The pleasure´s all mine.

			  TIMON
	    Yeah, it´s nice to m...

			  TIMON (CONT´D)
		   (stopping himself)
	    Whoa, whoa, whoa!  Time out!  Let me
	    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.

There is a moment.

			  NALA
	    Wait ´til everyone finds out you´ve
	    been here all this time!... And your
	    mother!  What will she think?

Simba looks panic-stricken.

			  SIMBA
	    She doesn´t have to know.  Nobody
	    has to know.

			  NALA
	    Of course they do!  Everyone thinks
	    you´re dead.

			  SIMBA
	    They do?

			  NALA
	    Yes. Scar told us about the
	    stampede.

			  SIMBA
		   (cagey/suspicious)
	    What else did he tell you?

			  NALA
	    What else matters?  You´re alive!
	    And that means...
		   (oh, my God)
	    You´re the king!

Simba is taken aback.  Timon leaps up:

			  TIMON
	    "King?"
		   ("oh, go on")
	    Pfffff!  Lady, have you got your
	    lions crossed!

			  NALA
	    No, he is the rightful king.

Pumbaa believes and is in awe.  He moves respectfully toward
Simba.

			  PUMBAA
	    The king!  Your Majesty...

Pumbaa bows reverently and kisses Simba´s paw.

			  SIMBA
	    Stop ip...

			  PUMBAA
	    I gravel at your feet.

			  TIMON
	    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.
		   (upbeat)
	    Look.  Things change.  I´m finished
	    with all that.  I don´t think about
	    it any more.

			  TIMON
	    Let me get this straight.  You´re
	    the king... and you never told us?

			  SIMBA
	    Remember, Timon, "Put your past
	    behing you?"

			  TIMON
	    Well this is different!

			  SIMBA
	    Look, Timon.  I´m still the same
	    guy.

			  TIMON
	    But with power!

			  SIMBA
	    Stop it.  I´m not a king.

			  PUMBAA
		   (atta boy)
	    Yes you are!

			  TIMON
	    And we´re all in this together.

			  NALA
		   (to Timon/Pumbaa)
	    Could you guys excuse us for few
	    minutes?

			  TIMON
	    Hey, whatever she has to say, she
	    can say it in front of us.  Right,
	    Simba?

Simba gestures for them to leave.

			  SIMBA
	    Maybe you better go.

Timon throws up his arms and stomps off with Pumbaa.

			  TIMON
		   (fuming to Pumbaa)
	    Ya think ya know a guy...

			  PUMBAA
	    Come on, Timon.  After all, he is
	    the king.

			  TIMON
	    And what are we? The short subjects!

WITH SIMBA AND NALA - CONTINUOUS

Simba looks at the duo exiting, commenting:

			  SIMBA
	    Timon and Pumbaa -- You´ll learn to
	    love ´em.

The reality of the situation finally hits Nala.  She looks
at Simba, and her eyes well up with tears.  Simba has never
dealt with anything like this; so he isn´t sure of what to
do.

			  SIMBA (CONT´D)
	    What?... What is it?

			  NALA
	    It´s like you´re back from the dead.
	    You don´t know how much this could
	    mean to everyone... what it means to
	    me.

Overcome with emotion, Nala turns away, embarrassed by her
tears.  Now Simba is at even more of a loss.

			  SIMBA
	    Hey, it´s okay.

			  NALA
		   (then:)
	    I´ve really missed you.

			  SIMBA
	    I´ve missed you, too.

There is a moment between them.

SEQ. 15.1  (COMIC LOVE SONG)

ANGLE - TIMON & PUMBAA

Spying on Simba and Nala from behind a fern.

			  TIMON
	    I tell ya, Pumbaa, this stinks.

			  PUMBAA
	    Oh.  Sorry.

			  TIMON
	    Not you.  Them.  Him; her; alone.

			  PUMBAA
	    What´s wrong with that?

While Simba shows Nala around -- in a series of lush,
romantic settings, Timon and Pumbaa comment:

			    TIMON (to PUMBAA)
IF I SAID I LOVED YOU	 (PUMBAA: Huh?)
HAD YOU ON MY BRAIN	 (PUMBAA: Hey!)

Timon pinches Pumbaa´s cheeks.  Pumbaa pulls away.  Timon
climbs on Pumbaa´s back and perches on his head.

			  TIMON (TO PUMBAA)
IT WOULD MEAN A ROMANTIC ATMOSPHERE
HAD RENDERED ME INSANE   (PUMBAA: Yup)

Timon jumps off Pumbaa´s nose -- to clarify

			  TIMON (TO PUMBAA)
THAT´S ONLY AN EXAMPLE
IT DON´T APPLY TO US	 (PUMBAA: Phew!)

LONG SHOT - NALA AND SIMBA

			  PUMBAA
BUT OVER THERE IT´S A DIFFERENT STORY
			  TIMON
AND ONE WE MUST DISCUSS

ANGLE - TIMON AND PUMBAA

singing their lament.

			  BOTH
OH CAN YOU FEEL THE LOVE TONIGHT?
ALL THE SIGNS ARE THERE
			  PUMBAA
SOME FIREFLIES AND TONS OF TENDERNESS
			  TIMON
DISASTER IN THE AIR

LONG SHOT - SIMBA AND NALA AT THE WATERFALL

			  TIMON
AND IF HE FALLS IN LOVE TONIGHT  (PUMBAA: Oh no!)
IT CAN BE ASSUMED			   (PUMBAA: What)

Timon hides behind a tree on the bank.  Pumbaa slides down
the tree into frame.  Nala and Simba weave in and out of the
waterfall.

			  TIMON
HIS CAREFREE DAYS WITH US ARE HISTORY
			  BOTH
IN SHORT OUR PAL IS DOOMED

They hug and burst into tears.

			  TIMON/PUMBAA
	    Waaaaaaa....

SEQ. 15.3 (SIMBA & NALA ARGUE)

EXT. JUNGLE WITH SIMBA AND NALA - CONTINUOUS

			  SIMBA
		   (very "up")
	    Isn´t this a great place?  Nala,
	    you´re gonna love it here.

			  NALA
	    It is beautiful...

			  NALA (CONT´D)
		   (a beat)
	    But I don´t understand something --
	    You´ve been alive all this time.
	    Why didn´t you come back to Pride
	    Rock?

			  SIMBA
		   (very casual)
	    Well, I just needed to get out on my
	    own... live my own life.  And I did!
	    And it´s great!

			  NALA
	    We´ve really needed you at home.

			  SIMBA
	    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
		   (genuine)
	    What?

			  NALA
	    I didn´t know how to tell you.
	    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.

Simba starts to exit.  Nala goes with him.

			  NALA
	    Why?

			  SIMBA
	    You wouldn´t understand.

			  NALA
	    What wouldn´t I understand?

			  SIMBA
	    No, no, no... It doesn´t matter.
	    Hakuna Matata.

			  NALA
	    What?

			  SIMBA
	    Hakuna Matata.  It´s what I learned
	    out here.  Sometimes bad things
	    happen,

			  NALA
		   (interrupting)
	    Simba...

			  SIMBA
		   (driving on)
	    and there´s nothing you can do about
	    it.  So why worry?

Simba turns away from Nala.

			  NALA
	    Because it´s your responsibility!
		   (a beat)
	    Simba, doesn´t the Pride mean
	    anything to you?  Doesn´t your
	    mother mean anything to you?

He turns to her:

			  SIMBA
	    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.

			  NALA
	    Good.  At least one of us does.

			  SIMBA
	    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.

Simba turns and leaves.  Infuriated, Nala calls:

			  NALA
	    Then tell me!

SEQ. 16  ("TO BE OR NOT TO BE"/REFLECTING POOL/MUFASA´S
GHOST)

EXT.  JUNGLE - NIGHT - A SHORT TIME LATER

Lost in though, Simba sits on a rock and stares up at the
twinkling sky.

			  SIMBA
	    I don´t care what anybody says.  I
	    won´t go back.  What would it prove,
	    anyway?  It won´t change anything --
	    You can´t change the past.
		   (re stars)
	    You told me you´d always be there
	    for me -- but you´re not.  There´s
	    nothing out there.  There´s nothing
	    to believe in anymore.  Nothing.
	    Nothing.

He sits quietly.  He is interrupted by an odd little tune.

			  RAFIKI´S VOICE
		   (singing)
	    ASANTE SANA.  SQUASH BANANA.
	    WE WE NUGU.  MI MI APANA.

Up in the nearby tree, he sees the silhouette of a figure -
whose angles match those of the gnarled branches.  Simba
moves away in search of solitude.

EXT. FALLEN TREE TRUNK - MOMENTS LATER

Simba rests on a fallen tree trunk that bridges a stream -
which reflects the stars and Simba´s melancholy look.

			  SIMBA
	    Sigh...

PLOP!  a stone lands in the water below.  Then:

			RAFIKI´S VOICE
		   (singing)
	    ASANTE SANA.  SQUASH BANANA.
	    WE WE NUGU.  MI MI APANA.

Simba calls up.

			  SIMBA
	    Come on!  Will ya cut it out?

Simba walks away again.  Rafiki follows.

			  RAFIKI
	    Can´t cut it out.  It´ll grow right
	    back!

			  SIMBA
	    Would you stop following me?

Rafiki continues to shadow him.

			  SIMBA (CONT´D)
	    Who are you?

Rafiki comes right up to Simba.

			  RAFIKI
	    The question is:  who are you?

Simba thinks a moment.

			  SIMBA
		   (a sigh, then:)
	    I thought I knew.  Now I´m not so
	    sure.

			  RAFIKI
	    I know who you are.  Shhh.. Come
	    here.  It´s a secret.

Simba leans his ear toward Rafiki.

			  RAFIKI (CONT´D)
		   (singing)
	    ASANTE SANA.  SQUASH BANANA.
	    WE WE NUGU.  MI MI APANA.

While Rafiki continues singing:

			  SIMBA
	    Enough already!
		   (a beat)
	    What is that supposed to mean,
	    anyway?

			  RAFIKI
	    It means you´re a baboon, and I´m
	    not!
		   (laughing)
	    Hee-hee-hee.

			  SIMBA
	    I think you´re a little confused.

Simba begins to exit.  Rafiki´s finger pokes Simba in the
nose.

			  RAFIKI
	    Wrong!  I´m not the one who´s
	    confused.  You don´t even know who
	    you are.

			  SIMBA
	    And I suppose you know?

			  RAFIKI
	    Sure do.  You´re Mufasa´s boy.  Bye.

Simba is in shock.  Rafiki scoots away.  Simba chases after
him.

			  SIMBA
	    Hey!  Wait!

LONG SHOT - PLAINS

Simba´s silhouetted form races up the hill.

EXT. HILL TOP - LATER

Rafiki sits calmly, guru-style on the top of a hill.
Huffing and puffing, Simba finishes his climb up to Rafiki.

			  SIMBA
	    You knew my father?

			  RAFIKI
	    Correction.  I know your father.

			  SIMBA
	    I hate to tell you this, but my
	    father died a long time ago.

			  RAFIKI
	    Nope.  Wrong again.

Rafiki walks toward thick jungle underbrush, calling back to
Simba.

			  RAFIKI (CONT´D)
	    He´s alive!  I´ll show him to you.
	    You follow old Rafiki.  He knows the
	    way.

Rafiki disappears through a small opening of a bower.  Simba
goes over and looks in.  He considers a moment, then
disappears inside.

INT. JUNGLE - NIGHT

Dark, dense foliage.  Simba tries to keep up with agile,
fast-moving Rafiki who calls back:

			  RAFIKI
	    Hurry up!  Don´t dawdle!  Mufasa´s
	    waiting!

Rafiki dashes through the trees, hanging branches and vines.
Simba has a hard time following.

			  SIMBA
	    Hey!  Whoa!  Wait!... Wait a
	    second!... Would you slow down!

			  RAFIKI
	    Come on-come on!
	    ASANTE SANA.  SQUASH BANANA.
	    WE WE NUGU.  MI MI APANA.

			  SIMBA
	    Wait.  Will you wait?  Wait a
	    second.

Rafiki seems to be gone.  Simba presses on through the thick
underbrush.  He looks up and sees Rafiki in a tree.  Then
Rafiki is gone.  Baffled, Simba continues on.  Until:

Rafiki´s hand pushes up in Simba´s face.

			  RAFIKI
	    Stop!

Rafiki approaches a curtain of tall reeds.  He parts them,
directing Simba:

			  RAFIKI (CONT´D)
	    Shhhh... Look down there.

EXT. REFLECTING POOL - NIGHT

Simba anxiously, cautiously looks in a pool of water.  He
sees the REFLECTION OF A LION.

			  SIMBA
	    That´s not my father.  It´s just my
	    reflection.

			  RAFIKI
	    No...

Rafiki directs Simba´s line of vision.

			  RAFIKI (CONT´D)
	    Look harder...

ANGLE - REFLECTING POOL

The lion reflection changes to a reflection of Mufasa´s
image.  Simba gasps.

			  RAFIKI (CONT´D)
	    You see -- He lives in you.

			  MUFASA
	    Simba...

Simba looks up to see where the Voice is coming from.  He
knows it belongs to his dad.  Something magical starts to
happen:  The image of Mufasa begins to build itself.  At
first it is frightening.

			  SIMBA
	    Father?

			  MUFASA
	    Simba, have you forgotten me?

			  SIMBA
	    No!   How could I?

The ghost´s presence starts to become the atmosphere - big,
colorful, full of magic light.

			  MUFASA
	    You have forgotten who you are, and
	    so, have forgotten me.

The vision becomes more warm and loving.

			  MUFASA (CONT´D)
	    Look inside yourself, Simba.  You
	    are more than what you have become.
	    You must take your place in the
	    Circle of Life.

We are now comfortable with the image.

			  SIMBA
	    How can I go back.  I´m not who I
	    used to be.

			  MUFASA
	    Remember who you are... You are my
	    son and the one true king.

The vision starts to fade...

			  MUFASA (CONT´D)
	    Remember who you are...

and fade...

			  SIMBA
	    No!  Please!  Don´t leave me!

and fade...

			  MUFASA
	    Remember...

and fade...

			  SIMBA
	    Father...

			  MUFASA
	    Remember... Remember...

The vision is gone.

PULL BACK to show Simba under a huge field of stars.

SEQ. 17  (WHO´S THE MONKEY?)

EXT. JUNGLE GLADE - LATER THAT NIGHT

We hear:  SNORLING.

ANGLE - TIMON AND PUMBAA

SNORLING continues.  Timon rises and falls from frame.  WIDEN
TO REVEAL:  Timon is curled up on Pumbaa´s tummy and rises
and falls with each of Pumbaa´s SNORES.

FULL SHOT

Nala enters frame and nudges Timon.  Timon smiles.

			  NALA
	    Psst... Wake up.

Timon opens his eyes drowsily and sees:

A HUGE LIONESS FACE

looming over him.

FULL SHOT

Timon leaps out of frame.  He SCREAMS in fear:

			  TIMON
	    Aaaaa!

Pumbaa awakens and catches Timon´s panic and SCREAMS with
Timon:

			  PUMBAA & TIMON (TOGETHER)
	    Aaaaaa!

Nala tries to calm them.

			  NALA
	    It´s okay.  It´s okay.  It´s me.

They stop screaming.

			  TIMON
	    Don´t ever do that again.
		   (under breath)
	    Carnivores.  Oy!

			  NALA
	    Have you guys seen Simba?

			  TIMON
	    I though he was with you.

			  NALA
	    He was.  But now I can´t find him.
	    Where is he?

			  PUMBAA
	    I don´t know.

			  TIMON
	    He´s gotta be someplace.

From up in a nearby tree, comes Rafiki´s LAUGH.

			  RAFIKI
	    Ha, ha.  Ha, ha.
		   (then)
	    You won´t find him here.  The king
	    has returned.

			  NALA
		   (amazed/excited)
	    I can´t believe it.  He´s really
	    gone back.

			  TIMON
	    Gone back?   What do you mean?
		   (to Rafiki)
	    Hey!

But Rafiki is gone.

			  TIMON (CONT´D)
	    What´s goin´ on here?  Who´s the
	    monkey?

			  NALA
	    Simba´s gone back to challenge Scar.

			  TIMON
	    Who?

			  NALA
	    Scar.

			  PUMBAA
	    Who´s got a scar?

			  NALA
	    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 & PUMBAA/ TOGETHER
		   (dawning)
	    Ohh-hhh...

			  TIMON
		   (panicked)
	    You mean Simba´s marchin´ off into
	    the jaws of death?
		   (sobbing)
	    Oh, simba... My pal... My buddy...

			  TIMON (CONT´D)
		   (angry)
	    That idiot!

			  NALA
	    You don´t understand, Timon.

			  TIMON
	    I don´t understand?  I don´t
	    understand?  Youuu don´t understand.

Nala starts to leave.

			  TIMON (CONT´D)
	    Hey!  Where are you goin´?

			  NALA
	    I´m going with him.

			  PUMBAA
	    I´m goin´, too.

			  TIMON
	    Not you, too!

			  PUMBAA
	    Yup!  It´s about responsibility.

			  TIMON
		   (world crashing)
	    But what about Hakuna Matata?

			  PUMBAA
	    Timon, there comes a time in life
	    when one must take fate into one´s
	    own hands.  And like Simba, who
	    marches off into the face of death,
	    I too, go to meet my destiny...as
	    his faithful friend.

Pumbaa exits.  Timon thinks a beat, then rants:

			  TIMON
	    Fine!  Good!  Who needs ya!
		   (kid-like)
	    Now I´m king of the jungle!
		   (looks around)
	    Where´s my scepter?

SEQ. 17.1 (PRE-BATTLE BONDING)

CLOSE-UP - SIMBA´S FEET

running across desert.

LONG SHIT - SAND DUNE

As Simba crosses, a breeze erases his tracks.

FULL SHOT - SUN

DOWN ANGLE - SIMBA

running across cracked earth.  His shadow is huge.

SIMBA

crests a rise, races downhill and exits -- Large storm
clouds roll in behind him.

CLOSE-UP - GROUND

Simba´s paw enters frame.  TRUCK OUT to see Simba walk
through the desolate land.

EXT. CLIFF

Simba enters to see:

EXT. SAVANNAH - DUSK

Parched earth.  The horizon filled with a sea of dried
bones.  No plant life.  In the distance -- Pride Rock.

REVERSE ANGLE - SIMBA

horrified at the devastation.

			  SIMBA
	    What has he done?  What have I done?

Nala enters frame and stops near Simba.

			  SIMBA (CONT´D)
	    Nala...

			  NALA
	    Simba...

They nuzzle.  The enormity of Simba´s task hits him.

			  SIMBA
	    This isn´t going to be easy.

			  NALA
	    We´ll see it through to the end.
	    Together.

There is a moment.

			  SIMBA
		   (from their youth)
	    Deal?

			  NALA
	    Deal.

Pumbaa trots in.

			  PUMBAA
	    Deal me in, too!

			  SIMBA
	    Pumbaa ?!

			  PUMBAA
	    At your service, Your Kingship!
		   (speech time)
	    I don´t know what´s gonna happen out
	    there -- All I know is we´re goin´
	    into this thing together!

Timon trots in.

			  TIMON
	    Not without me, ya won´t.

			  SIMBA/NALA/PUMBAA (TOGETHER)
	    Timon?!!

			  TIMON
	    What?  You think I´m gonna let you
	    get killed without my help?
		   (then:)
	    Okay, Your Worship.
		   (saluting)
	    What´ll it be?

			  SIMBA
	    I´m thinkin´... I´m thinkin´.

And they all head toward Pride Rock.

			  SCAR
		   (exasperated)
	    Oh -- must I do everything?!

Scar exits.

ANGLE - A ROCK

Two hyenas in f.g. fight over a bone.  One of them flies
against the rock.  Simba, Nala, Timon and Pumbaa peek out,
surveying the area.  Timon is having second thoughts.

			  TIMON
	    Jeeze, look at all those... teeth.
	    Are you sure this is such a good
	    idea?

The hyena gets up.  Everybody ducks behind the rock but
Timon.  Simba´s paw POPS UP into frame and pushes Timon down
behind the rock, just as the hyena looks up.  The hyena
exits.

The quartet´s heads pop up.

			  TIMON
	    Maybe we should try tomorrow.

			  PUMBAA
	    Timon!

There is a beat.  Simba assesses the situation.  He nods:

			  SIMBA
	    Now.

			  TIMON
	    Oh well, Hakuna Ma...
		   (throwing arms up)
	    Forget-about-it!

LONG SHOT

Hyenas everywhere.

ANGLE - A ROCK

Timon and Pumbaa soft-shoe into frame.  They "play"
vaudeville-style to a sea of hyenas... whom they pretend
aren´t there.  Timon tries his best to mask his jitters.

			  TIMON
	    Say, Pumbaa -- havn´t you put on a
	    few pounds?

SEQ. 18  (SIMBA ARRIVES AT PRIDE ROCK)

WIDE SHOT - PRIDE ROCK (LATE AFTERNOON)

Truck in past a hoard of hyenas.

INT. SCAR´S CAVE - DAY (CONTINUOUS)

Scar reclines, gnawing on a bone.  A bedraggled Zazu,
imprisoned under an animal rib cage, PATHETICALLY SINGS.

			  ZAZU
		   (singing)
	    NOBODY KNOWS THE TROUBLE I´VE SEEN
	    NOBODY KNOWS MY SORROW...

			  SCAR
	    Oh, Zazu -- lighten up.  Sing
	    something with a little bounce in
	    it!

Zazu looks miffed, then finally gives it the old college try
-- but without much conviction.

			  ZAZU
		   (singing)
	    IT´S A SMALL WORLD AFTER ALL
	    IT´S A SMALL...

			  SCAR
	    No!  Anything but that!

Zazu starts again, deadpan.

			  ZAZU
		   (singing)
	    I´VE GOT A LOVERLY BUNCH OF
		   COCONUTS (DEEDLE-DEE)
	    THERE THEY ARE A STANDING IN A ROW,
		   (BUMB-DA-BUMP)
	    BIG ONES, SMALL ONES
			  SCAR/ZAZU (TOGETHER)
	    SOME AS BIG AS YOUR HEAD ...
	    GIVE EM A TWIST
	    A FLICK OF THE WRIST...

			  ZAZU
		   (under breath)
	    I would never have had to do this
	    for Mufasa.

Scar leaps off his pedestal.

			  SCAR
		   (exploding)
	    What?

			  ZAZU
		   (meekly)
	    Nothing.

			  SCAR
		   (livid)
	    You know the law!  Never, ever
	    mention that name in my presence. I
	    am the king!

			  ZAZU
		   (back pedaling)
	    Yes, Sire.  You are the king.
		   (vamping)
	    I... uh... only mention it to...
	    illustrate the differences in your
	    royal managerial approaches.

			  SCAR
	    Oh... Go on.

			  ZAZU
	    Wel...
		   ("Mu-fa-sa")
	    "Mm-mm-mm"
		   (ironic butter-up)
	    was a great king.  But you, Sire --
	    you re-define the word "king."

			  SCAR
		   (savoring it)
	    ...Continue...

			  ZAZU
	    Only you could rule the Pride as...
	    only... you... do.

Shenzi, Banzai and Ed run in.

			  SHENZI
	    Hey, Boss!

			  BANZAI
	    We got a bone to pick with you.

			  SCAR
	    Oh.
		   (to Zazu)
	    Just when you were warming up.
		   (aloof, to hyenas)
	    What is it?

			  SHENZI
		   (chummy)
	    Scar, you know we love you, and
	    you´re the kingliest of kings, but
	    there is one teensie problem.
		   (urgent)
	    It´s dinner time, and we done run
	    outta entrees.

			  BANZAI
	    Yeah.  And there´s no food, eather.

			  SHENZI
	    Well, how about it, Scar?

			  SCAR
	    I´m the king, not the cook!

			  BANZAI
		   (under his breath)
	    And I thought things were bad under
	    Mufasa.

			  SCAR
		   (exploding)
	    What did you say?

			  BANZAI
	    I said "Mu-"...

Shenzi shoves him.

			  BANZAI (CONT´D)
	    ... -urf.  I said "Que pasa!"

			  SCAR
	    Good.

			  SHENZI
	    Yeah.  But we´re still hungry.

			  SCAR
	    It´s the lionesses job to do the
	    hunting!

			  BANZAI
	    Yeah.  But they won´t go hunt.

			  SHENZI
	    Make ´em. You´re the big cheese.

			  BANZAI
	    Whose got some cheese?

			  PUMBAA
	    You noticed!

			  TIMON
	    Why, I bet you could feed a family
	    of four!

			  PUMBAA
	    At least!
		   (a beat)
	    Picture me rollin´ in butter.
	    Roley-poley, roley-poley, roley-
	    poley.

WITH SIMBA AND NALA - CONTINUOUS

As the hyenas´ attention is diverted by Timon and Pumbaa,
they pass behind them.

WITH TIMON AND PUMBAA - CONTINUOUS

			  TIMON
	    Okay, my roley-poley buddy, I say
	    it´s time we turn into FAST FOOD!

And they run off, pursued by the hyenas.

WITH SIMBA

as he heard:

			  SCAR (O.S.)
		   (calling)
	    SA-RAAA-BIIII!!!!!!!!!!!!!

			  SCAR´S ECHO
	    Sarabi-Sarabi-Sarabi!!!

SIMBA´S POV

Of Sarabi walking the gauntlet from the back of the crowd to
the front -- head held high.  Nobody moves.  The hyenas
stare at her ominously.  An eerie wind SHOOOSHES across the
plain.

WITH SCAR AND SARABI

The wind whips Scar´s mane.  Lightning strikes in the
distance.

			  SARABI
	    Yes, Scar?

			  SCAR
	    Where is your hunting party?
	    They´re not doing their job.

			  SARABI
	    Scar, there is no food.  The herds
	    have moved on.

			  SCAR
	    No!  They´re just not looking hard
	    enough.

			  SARABI
	    It´s over, Scar.  There is nothing
	    left.  We have only one choice.  We
	    must leave Pride Rock.

			  SCAR
	    We´re not going anywhere.

			  SARABI
	    Then you are sentencing us to death.

			  SCAR
	    Then so be it.

			  SARABI
	    You can´t do that.

			  SCAR
	    I am the king, and I can do whatever
	    I want!

			  SARABI
	    If you were half the king Mufasa
	    was, you would never do...

			  SCAR
	    I AM TEN TIMES THE KING MUFASA WAS!

Scar strikes Sarabi, and she falls.

			  SCAR´S ECHO
	    Mufasa-Mufasa-Mufasa...

Heat lightning flashes.  The thunder becomes a ROAR.

SEQ. 19  (THE FIGHT)

EXT. PRIDE ROCK - DUSK

The ROAR continues.  Heat lightning illuminates the shadowy
FIGURE of a LION.  It is Simba -- who has witnessed Scar´s
treachery.  Simba charges down the rock.

SCAR

skitters away in fear:

			  SCAR
	    Mufasa? -- No! -- It can´t be.
	    You´re dead!  Go away.  Go!  Leave
	    me alone!

Simba stands near his mother.  Sarabi lifts her head...
unsure of who the stranger is.

			  SARABI
		   (groggy)
	    Mufasa?

			  SIMBA
	    No.  It´s me.

			  SARABI
		   (weakly)
	    Simba... You´re alive.

			  SIMBA
	    I´m home.

Scar regains his confidence.

			  SCAR
	    Simba!
		   (nervois laugh)
	    Simba.  I´m a little surprised to
	    see you --
		   (glares at hyenas)
	    alive.

ANGLE - SHENZI, BANZAI & ED

			  HYENA TRIO
	    Gulp!

And they duck behind a rock.

WITH SIMBA AND SCAR

Simba silently stalks Scar -- who backs away.  Scar tries to
hold him off:

			  SCAR
	    Stroke of bad timing your showing up
	    when you did.

			  SIMBA
	    I´d say I´m right on time.

Simba lunges at Scar.  They tussle.  Scar gets away.

			  SCAR
	    Oh, Simba -- You must understand.
	    The pressure of ruling a kingdom...

			  SIMBA
		   (interrupting)
	    Are no longer yours.

Simba leaps for him again.

			  SIMBA (CONT´D)
	    Step down, Scar.

			  SCAR
		   (patronizing)
	    Oh.  Well, I would, of course.  But
	    there is one little problem.

WE HEAR eerie laughter of the hyenas.

			  HYENAS (O.S.)
	    Hee-hee-hee-hee...

						    ZIP PAN:
TONS OF HYENAS

rush in, LAUGHING violently.  They are all over Simba -- who
desperately treis to fight them off.

ANGLE - SARABI

			  SARABI
	    Simba!

SURROUNDING FLATLANDS - CONTINUOUS

Lightning strikes closer to Pride Rock, igniting the land.

WITH SCAR AND SIMBA

The hyenas pulverize Simba.  Scar finally shouts an order:

			  SCAR
	    Enough!

The hyenas immediately stop and part down the center.

Scar cooly walks through the parted crowd -- toward Simba --
who is weakened by his injuries and dangerously near the
edge of the promontory.  Simba struggles to keep from
sliding off the rock to his death.  Loose stones give way,
causing him more trouble.  Scar looms in for the kill.

			  SCAR
	    Poor pathetic Simba. Ever since you
	    were a cub, wherever you went,
	    disaster followed.

			  SIMBA
	    Step down, Scar.

			  SCAR
	    Always rushing headlong into trouble
	    -- But "Daddy" was always there to
	    save you.  As I recall, "Daddy" died
	    trying to save you.

			  SIMBA
	    It was an accident.

			  SCAR
	    And that´s why you run away?
		   (to Sarabi)
	    Not very kingly, eh, Sarabi?

			  SIMBA
	    I was wrong.

			  SCAR
	    You were always wrong.  And look
	    where you are now.  But this time...
	    "Daddy" isn´t here to save you.

Simba slips back off the promontory and SCREAMS:

			  SIMBA
	    Aaaaaa!

He dangles off the edge of the rock, his claws losing their
hold with each passing second.

Simba doesn´t know it, but he is in the exact same position
his father was before his death.  Scar savors the moment.

			  SCAR
	    Now this looks familiar.  Where have
	    I seen this before?  Let me think...
		   (brightening)
	    Oh, Yes -- I remember!  That´s just
	    the way your father looked before I
	    killed him.

Simba ROARS and leaps for Scar, hitting him like a freight
train.  They fight.  Simba flips Scar.  The hyenas freeze
while Simba holds Scar down:

			  SIMBA
	    You killed him!  All this time, I
	    hated myself -- when you´re the one
	    who did it!

Scar calls to his army:

			  SCAR
	    Help me, you idiots!

Scar´s legions rally around him.  Scar and Simba fight
through the crush of hyenas.

WE HEAR:  the lionesses ROAR.

						    ZIP PAN TO:

NALA AND THE LIONESSES

ready to leap into the fight.

ANGLE - THE HYENAS

bug-eyed, as the lionesses run in and start driving them
off.  One hyena gets tossed airborne.  It is Banzai.

WITH BANZAI

airborne -- He flies in:

INT. SCAR´S CAVE - CONTINUOUS

He crashes into Zazu´s ribcage prison, smashing it, freeing
Zazu.

EXT. CAVE - MOMENTS LATER

Banzai runs out -- with Zazu WILDLY PECKING him.  Banzai
screams in pain:

			  BANZAI
	    Ow! Oo! Ow! Oo! Ow! Oo! Ow! Oo!

Ed runs to help Banzai.

WITH BANZAI AND ED

They´ve got Zazu.  Banzai leers:

			  BANZAI (CONT´D)
	    Hasta la vista, Birdie!

REVERSE ANGLE

Timon, aboard a charging Pumbaa, runs in, war whooping:

			  TIMON
	    Eeeee-yaaaaa!

TOP OF HILL

Pumbaa and Timon butt the hyenas off the cliff.

BANZAI AND ED - LONG SHOT

catapulting through the smokey sky.  As they tumble:

			  ED
	    Hee-hee-hee-hee-hee!

			  BANZAI
	    It´s not funny, Ed.

WITH TIMON, PUMBAA AND ED

Watching the hyenas fly toward a flaming tree.

BANZAI AND ED

hit the burning tree.

WITH SIMBA

Breaking free of the fighting hyenas.

Simba looks around the area.  There is no sign of Scar.

LIGHTNING FLASH

reveals Scar, sneaking up Pride Rock.

SIMBA

runs after Scar -- through flames and smoke up the steep
incline.

EXT. TOP OF PRIDE ROCK - MOMENTS LATER

Simba emerges from a wall of flame -- his mane smoking.

			  SIMBA
	    Murderer!

EXT. TOP OF PRIDE ROCK - DUSK

Scar cowers at the edge of the promontory.  Simba stalks
him.

ANGLE - SHENZI

Unseen by both Scar and Simba, she creeps up behind them.

ANGLE - SIMBA AND SCAR

Scar tries to calm Simba by being his same old, in-control,
manipulative self.

			  SCAR
	    Simba, you don´t understand.  It
	    wasn´t me.  I didn´t kill your
	    father.  It was the hyenas.  They´re
	    evil.  They´ll stop at nothing.  I
	    was outnumbered.  I had to say that.

ANGLE - SHENZI

Reacting to the betrayal.  That´s it.  She´s gone.

WITH SIMBA AND SCAR

Simba is neutral.  We aren´t sure what he thinks about
Scar´s new information.

			  SCAR (CONT´D)
	    Simba-Simba, they are the enemy-  I
	    am your family.  Now that you´re
	    back... Together, we can defeat
	    them!  We´ll start right now!  Come,
	    come -- Tell me -- What shall I
	    do?

Old advice resonates:

			  SIMBA
	    Run away, Scar.  Run.  Run away and
	    never return.

Simba lets Scar up.  Scar starts to slink off.

			  SCAR
	    Yes.  Of course.  As you with...
	    Your... Majesty.

Scar LUNGES for Simba.  Simba moves quickly and flaps him
with the  signature "Nala flop" -- sending Scar over the
edge of Pride Rock.

ANGLE - BASE OF PRIDE ROCK

Scar lands in the smoldering embers.  He sees:

ANGLE - PACK OF HYENAS

emerging from the flames, walking toward Scar, YIPING:

			  HYENAS
	    Hee-hee-hee-hee-hee-hee-hee!

SCAR

smiles...

			  SCAR
	    My friends.

The number of hyenas increases. Their LAUGHTER becomes an
eerie/menacing choir.

			  HYENAS
	    Hee-hee-hee-hee-hee-hee-hee-hee-hee-
	    hee-hee-hee-hee-hee-hee-hee!

THE HYENAS

eyes glaring, advance on Scar.

SCAR

his eyes widen; his smile melts into a look of horror.

			  SCAR (CONT´D)
	    No! ... No! ... No!

			  HYENAS
	    Hee-hee-hee-hee-hee-hee-hee-hee-hee-
	    hee-hee-hee-hee-hee-hee-hee-hee...

ANGLE - SHADOW ON THE WALL

The hyenas leap on Scar.  He SCREAMS.

			  SCAR (CONT´D)
	    Aaaaaaaa!

			  HYENAS
	    Hee-hee-hee-hee-hee-hee-hee-hee-hee-
	    hee-hee-hee-hee-hee...

FULL SHOT

Flames spread closer and closer and fill the screen... until
the laughter is extinguished.

SEQ. 20  (EPILOGUE/CIRCLE OF LIFE REPRISE)

(MUSIC:  "CIRCLE OF LIFE")

LONG SHOT - PRIDE ROCK - MOMENTS LATER

Rain falls, drenching the flames.

NALA

helps Sarabi up.

TIMON, PUMBAA AND ZAZU

stand with the lionesses.  Nala and Sarabi reunite.  All
look up to see:

SIMBA

Limping, slowly making his way through the rain up Pride
Rock.

SIMBA - CLOSE

looks out over his kingdom.

SUMMIT OF PRIDE ROCK - CONTINUOUS

Simba lets out a magnificent ROAD.

LIONESSES

look up from below and answer back with JOYOUS ROARS.

PRIDE ROCK - LONG SHOT

rainy, grey.  In the foreground, an acacia tree blackened
and damaged by the fire...

						    MATCH DISSOLVE TO:

PRIDE ROCK - LONG SHOT

brilliant, flourishing.  In the foreground, the acacia tree
in full bloom.

Herds of animals have gathered.

SUMMIT OF PRIDE ROCK - CONTINUOUS

Simba looks out over his kingdom.  He turns and looks at:

FULL SHOT

Rafiki, Sarabi and Nala -- who cradles their newborn CUB.
Nala and Simba nuzzle.

ZAZU

presents Timon and Pumbaa -- who approach the newborn cub
and bow reverently.

FULL SHOT

Timon presents a banana leaf-wrapped gift to the newborn.
It is a bug -- that promptly flies away.  Darn.

Simba laughs.

RAFIKI

anoints the newborn cub with goop from his gourds.

FULL SHOT

Rafiki sprinkles dust over the cub.  The cub SNEEZES.  So
does Simba.  Nala gives Simba an affectionate look and a
kiss.

Rafiki ever so carefully picks up the newborn cub.  Rafiki
and Simba share a glance.   Then Simba and Nala.

SUMMIT OF PRIDE ROCK

Rafiki carries the cub to the edge of Pride Rock.

Rafiki holds the cub up for all to see.

FADE TO BLACK

				THE END