Ed: *Stupidly nods*

( Mufasa roars )

Banzai: " Toodles! "

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

Simba: " Dad, I... '

Mufasa: "You deliberately disobeyed me."

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

Mufasa: (in a stern voice) "Let's go home."

(They all start walking out of the Burial Grounds, the cubs bent down in shame)

Nala: (Whispering) "I thought you were very brave."

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

As they all make there way home,Mufasa is furious and you can tell by the way he's walking.

Mufasa "Zazu!"

Zazu "yes...sire"

Mufasa "take Nala home! I've got to teach my son a lesson."

Zazu "come Nala..."

Zazu:....simba*sigh*good luck!

Mufasa:SIMBA!

(Simba steps into a depression. Looking down he sees that his forepaw fits inside just the palmprint of his father's paw. Mufasa thinks silently for a few moments, not looking at his son. Then, finally, he turns to him.)

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

Simba: (Very quietly and sadly) "I know."

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

Simba: (Bordering on crying, voice cracks) "I was just trying to be brave like you."

Mufasa:......

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

Simba: " But you're not scared of anything."

Mufasa: " I was today."

Simba: " You were?"

Mufasa: " Yes...

Mufasa: "I thought I might lose you."

Simba: "Oh, I guess even kings get scared, huh?"

Mufasa: "Mm...hmm."

Simba: "But, you know what?"

Mufasa: "What?"

Simba : "I think those hyenas were even scareder."

Mufasa: (laughs) "Cuz, nobody messes with your dad. come here, you."

Simba: "No, no, no, no!" (growling sounds)

(Simba and Mufasa both laughing)

Simba: "Gotcha! Dad?"

Mufasa: "Mmm?"

Simba: "We're pals, right?"

Mufasa: ...

Mufasa: (chuckles)"right."

Simba: "And we will always be together, right?"

Mufasa: "Simba, let me tell you something that my father told me. look at the stars. the great kings of the past looking down to us from those stars."

Simba: "Really?"

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

(Scene changes to hyenas at the elephant graveyard)

Banzai: "lousy Mufasa, I won't be able to sit for week!"

Ed: laughs hysterically

Banzai: (a little annoyed) "it's not funny Ed."

Ed: laughs even harder than before

Banzai: "hey! Shut up!"

(Ed continues laughing, Banzai attacks Ed and fights him)

Shenzi: "Will you knock it off?"

(Banzai stops. Ed continues, biting himself in the leg)

Banzai: "Well, he started it."

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

Banzai: "Man, I hate dangling."

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

Banzai: " Yeah. Man, I hate lions!"

Shenzi: "So pushy."

Banzai: "And hairy."

Shenzi: "And stinky."

Banzai: "And man, are they..."

Both Banzi and Shenzi: "UuuugLY!" (both laugh)

Scar: "............

Scar: " ohhh surely us lions aren't that bad."

(Scar startles the hyenas)

Banzai: "oh scar! It's just you!"

Shenzi: "yeah,we were afraid it was someone important."

Banzai: "yeah,like Mufasa."

Shenzi: "now that's power! I just hear that name and I shutter."

Banzai: "Mufasa!"

Shenzi: ".....

Shenzi: "Ohhh, Do it again."

Banzai: "Mufasa!"

(Shenzi shudders)

Banzai: "Mufasa! Mufasa! Mufasa!!"

Shenzi: "Oh, that tangles me."

Scar: "I'm surrounded by idiots."

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

Scar: " Charmed."

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

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

Scar: " I don't think you really deserve this. (Holds out a zebra haunch.) I practically gift-wrapped those cubs for you. (Drops the leg to Hyenas) And you couldn't even dispose of them."

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

Banzai: "Yeah. What are we supposed to do-- (swallow) kill Mufasa?"

Scar: "Precisely."

Hyenas: "Huh?"

(Three-top flutter to coincide with Scar's leaps down to the Hyenas. Scar walks calmly through sheets of flame and gas into the camera over the opening bit of the song, Scar paces slowly around Ed, who is chewing on the remnants of the zebra leg.)

Scar: (Full song) ♪ I know that your powers of retention
Are as wet as a warthog's backside
But thick as you are, pay attention
My words are a matter of pride
It's clear from your vacant expressions
The lights are not all on upstairs ♪

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

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

Shenzi: ♪ And where do we feature? ♪

Scar: (Grabbing Shenzi's cheek) ♪ Just listen to teacher ♪
(Shenzi rubs her cheek, which is now bruised red)

Scar: ♪ I know it sounds sordid
But you'll be rewarded
When at last I am given my dues
And injustice deliciously squared
Be prepared! ♪

(The three hyenas land in a pile of bones and are submerged; they reappear, each with a different horned skulls on their heads.)

Banzai: ♪ Yeah, Be prepared. Yeah-heh... we'll be prepared, heh. ...For what? ♪
Scar: ♪ For the death of the king ♪
Banzai: ♪ Why? Is he sick? ♪

(Scar grabs Banzai by the throat)

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

Shenzi: "great idea! Who needs a king?"

The hyenas start chanting "no king,no king la la la la la la."

Scar: "IDIOTS! There will be a king!"

Banzai: "but you said uh....'

Scar: "I will be king! Stick with me and you will never go hungry and again!!"

Shenzi: "Oh I love the king!"

All Hyenas shout: "LONG LIVE THE KING! LONG LIVE THE KING!"

Hyenas sing: "it's great that we"ll soon be connected'by a king who"ll be all time adored."

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

(Leaps off his rock throne to single out one hapless hyena; that hyena slips and falls into a fiery crevice,
Throughout the next verse, the entire horde of hyenas joins in dancing boisterously, leaping along the tops of rock pillars, shaking animal skeletons in the light, one playing a rib cage/xylophone.)


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

All (Even Ed): ♪ Yes, our teeth and ambitions are bared -
Be prepared! ♪

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

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

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

Simba: Ooh what is it?

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

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

Scar: No no no no, this is just between you & your daddy. A sorta father-son...thing.

Scar: "Well.. I better go get him."

Simba: "I'll go with you."

Scar: "NO! (chuckles) No. Just stay on this rock. You wouldn't want to end up in another mess like you did with the hyenas..."

Simba: (Shocked) "You know about that?"

Scar: "Simba, everybody knows about that."

Simba: "Really?"

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

Simba: "Oh... Okay...Hey, Uncle Scar, will I like the surprise?"

Scar: (Turning back over his shoulder) "Simba, it's to DIE for."

*camera zooms out as Scars walks away & scrolls up the side of the canyon wall. Then shows a large number of wilderbeasts grazing. Scene then changes to Shenzi, Banzai, & Ed waiting under a rock*

*Banzai's stomach growls*

Banzai: Aw man I'm so hungry.. I gotta have a wilderbeast.

Shenzi: Stay put.

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

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


*Scar appears from atop of a rock*

Shenzi: There he is. Let's go.

Simba : " Little roar. Puh! "

(A lizard walks past Simba. He growls at it.)

Simba : " Rarrr! "

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

Simba : " Rrrraowr-h! "

(For the third attempt, Simba moves closer again and inhales deeply.)

Simba : " RAOWR! "

(The lizard skitters off screen. Simba's roar echoes around the canyon. Shot of Simba lifting his ears to relish the echo.)

Zazu : " Oh look, sire,.....

(Simba looks confused, he looks down and sees pebbles jumping, Simba looks up and sees a huge herd of wildebeests running down the gorge. the camera zooms in on Simba's terrified face. Simba runs for his life. As the hyenas nip at the heels of the rushing wildebeests)

Zazu: (looking at the rushing herd down the gorge) "Oh, look Sir, the herd is on the move."

Mufasa: "Odd."

Scar: "Mufasa! quick! stampede, in the gorge. Simba's down there!"

Mufasa: "Simba?!"

*Simba's terrifyingly running from the stampeding wilderbeasts & looks behind him to see them getting closer. He climbs up a tree branch. Scar & Mufasa come running while Zazu flies down into the canyon to look for Simba. He quickly finds him on the branch.*

Simba: Zazu, help me!

Zazu: Your father's on the way, hold on!

Simba: Hurry!

(Mufasa and Scar got to the edge and searched for Simba, Zazu flew back to Mufasa.)

Zazu: "There down that tree!"

Mufasa: (sees Simba struggling to hang on the tree) "Hold on, Simba!"

(a wildebeest rams in the tree almost knocking Simba off)

Simba: "Ahhhhhh!!!!!"

(Mufasa jumps down to the gorge to save Simba)

Zazu: "Oh, Scar this is awful! What are we gonna do, what are we gonna do?..."

Zazu: " Oh I'll go back for help that's I'll do get he-"

*Scar smacks him making hit a wall knocking him out*

*Mufasa gets in line with the tree but gets hit by Wildebeest*

*Wildebeest hits and breaks the.....*

*Simba goes flying in the air as Mufasa catches him while Scar searches for them. A wildebeest hits Mufasa and drops Simba as Simba was scared, Mufasa picks up Simba and places him on a nearest edge where it's safe. A wildebeest knocks Mufasa to the ground*

Simba: "DAD!!"

*Simba looks in the stampede for his father as Mufasa jumps up on the wall of the gorge and climbs up where he spots Scar above him*

Mufasa: "Scar! brother, help me!"

*Mufasa struggles to stay as his feet slipping from the gorge. Scar slams his paws on Mufasa's as his claws dig in. Mufasa roars in pain. Scar hangs on Mufasa as he whispers to him*

Scar: "Long live the king."

*Scar throws Mufasa off the edge as Mufasa falls to his death.*

Mufasa: "Aaaaahhhhhhhhh!!!!!!!!"

Simba: "Nooooooooooooooooo!!!!!!!!" (echoing)

*Simba searches for his father.*
Simba: dad!!!!!
*A rogue wildebeest runs by*
simba: dad?
*The wildebeest kicks up dust to reveal where Mufasa lays*
*Simba approaches cautiously*
Simba: dad? dad,get up. dad,come on...we gotta go home.dad. Help!!! Somebody! anybody.help.
*knowing what has happened Simba snuggles with is deceased father and sobs.*

*nudges his fathers arm and moves it over his head and lays next to him and closes his eyes*
*scar appears* Scar:" Simba..." *simba looks up "what have you done?" *Simba gets out from his father's arm and looks from him to Scar* Simba:" the wilderbeests... and he tried to save me.. I-I-I didn't want this happen" *more tears flows from his eyes as Scar uses a paw and pulls him in to sorta comfort him*

Scar: "Of course, of course you didn't. No one ever means for these things to happen. But the king is dead." Simba looks up at him. "if it weren't for you, he'd still be alive."
Simba pulls his head down in grief as tears runs down.
"Oh, what would your mother think?"

Simba: "What am I going to do?"

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

Simba turns away and runs off as Scar looks with a smile spread across.
Hyenas approched behind him.

Scar: "Kill him."

*Hyenas start to run after him as Simba runs until seeing a steep cliff* *Simba looks behind him to see the hyenas gaining on him as he begins to quickly climb the cliff...*

Banzai tries to grab Simba as Simba got to the edge of the cliff. there were thorn bushes below he looks back as the hyenas continue chasing him. Simba jumps down the steep hill leading to the thorns. the hyenas also jump over the hill til Banzai notices the thorn bushes, he tries to stop til he got to the edge then Shenzi and Ed pushed him in the bushes making him jump in pain. Shenzi and Ed laugh hysterically.
Shenzi: "hey! there he goes, there he goes!"

Banzai: "So go get him!" (pulling the thorns off him)

Shenzi: "There's no way. I'm going down there. Why? do you want me coming out looking like you? cactus butt."

(Banzai sees Ed smiling at him and spits the thorns at him) Banzai: "But we got to finish the job."

Shenzi: "Well, he's good as dead out there anyways and if he comes back. we'll kill him."

Banzai: (yelling out to Simba) "YEAH! YOU HEAR THAT? IF YOU EVER COME BACK. WE"LL KILL YA!!!!" (echoing)