Outlands. Vatini is tugging on a root, growling. approaches from behind.muttering to himself

Kovu, Kovu, Kovu. Scar wasn't even his father. He just took him in.

he turns his attention to Vitani

Oh hey, Vitani. Where's the little termite, Kovu? {sarcastically} The "chosen one".

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

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

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

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

Mother's going to be so mad. She told you to watch him!

Oh, who cares? I should've been the chosen one.

he begins scratching his back against the tree trunk

I'm the oldest, I'm the strongest, I'm the smartest-- Ooogh! These termites!

he starts rolling around, scratching every place he can find on his body Vitani looks self-satisfied at Nuka's condition.Nuka is scooting along on his rear

I could be a leader, if she'd just give me a chance!

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

Yeah? Don't think I won't!

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

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

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

Zira drops Kovu. Vitani pounces next to him.

Hey, Kovu. You wanna... fight?

She mock-snarls; he looks earnest.

Zira turning to Nuka, who becomes visibly frightened

You were supposed to be watching him!

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

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

What were you doing?

N-nothing!

Who has made us Outsiders?

Simba!

Who killed Scar?

Simba!

And what have I told you about them?

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

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

Yecch.

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

Nuka disgustedly

Ugh. The "chosen one".

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

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

But I don't want--

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

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

Zira tucks Kovu in.

Good night...

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

Zira eaps up onto rocks to emphasize lines, and punctuates her graphic points by beating up on Nuka. Lionesses leap as she musters her forces.

I've been exiled, persecuted

Left alone with no defense

When I think of what that brute did

I get a little tense

But I dream a dream so pretty

That I don't feel so depressed

'Cause it soothes my inner kitty

And it helps me get some rest

The sound of Simba's dying gasp

His daughter squealing in my grasp

His lionesses' mournful cry

That's my lullaby

Now the past I've tried forgetting

And my foes I could forgive

Trouble is, I knows it's petty

But I hate to let them live

So you found yourself somebody who'd chase Simba up a tree

Oh, the battle may be bloody, but that kind of works for me

The melody of angry growls

A counterpoint of painful howls

A symphony of death, oh my!

That's my lullaby

Scar is gone... but Zira's still around

To love this little lad

Till he learns to be a killer

With a lust for being bad!

Sleep, ya little termite!

Uh-- I mean, precious little thing!

One day when you're big and strong

You will be a king!

The pounding of the drums of war

The thrill of Kovu's mighty roar

The joy of vengeance

Testify!

I can hear the cheering

Kovu! What a guy!

Payback time is nearing

And then our flag will fly

Against a blood-red sky

That's my lullaby!

We open on Rafiki's tree. He is doing a new picture of (Y/N) as she grows into adulthood.

Oh, Mufasa... every day (Y/N) grows more beautiful, into a Queen that will someday make us all very proud.

He paints a mane on Kovu, next to (Y/N).

But this cub Kovu grows stronger. And Zira fills his heart with hate. I am very worried, Mufasa. Things are not going well.

Wind blows, rattling Rafiki's gourds.

Hmm? You have a plan?

One gourd falls, splitting in half. Rafiki holds up the two halves against the painting of (Y/N) and Kovu, and brings them together until they join.

What? Kovu... (Y/N)... together? This is the plan? {yells} Are you crazy? This will never work! Oh, Mufasa, you been up there too long. Your head is in the clouds!

Wind blows hard at Rafiki

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

We back, upwards, away from Rafiki. We shift to Zira's rocky home, where the grown Kovu is sitting on a rock while Zira slinks around him.

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

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

Yes! What have I taught you?

Simba is the enemy.

And what must you do?

I must kill him!

Lionesses roar in reply. We switch back to Pride Rock, where (Y/N) is emerging to take part in her first hunt. Nala is walking towards Simba, who is sitting at the end of the assembled lionesses. He looks quite worried and sad, but he sighs gently and forces a smile when Nala reaches him.

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

I emerge from over a hill on the trail. I look at Rafiki, who is standing next to the path. I look worried until Rafiki speaks to me.

(Y/N).

Zazu alights nearby. Timon and Pumbaa embrace goofily.

Good luck, (Y/N)! She'll be great. Her first hunt! You can do it! It's your day, (Y/N). Good luck, (Y/N)!

My, how you've grown!

My Mom and me nuzzle. My Dad is looking vaguely glum.

You'll do just fine.

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

My dad glances at Mom, who raises her eyebrows at him. He rolls his eyes upward acquiescently.

All right... I promise.

We rub heads. And Timon and Pumbaa break into tears. I look back, and then run off into the fields. Simba moves surreptitiously over to Timon and Pumbaa.

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

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

I'm hunting. Trying to be quiet, I steps on a branch, which cracks and sends a herd of antelope running. I run frustratedly after them. We switch to a burst of steam; we are back in the elephant graveyard. Nuka and Vitani are standing on a ledge.

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

Vitani mouth full of kindling

Mmmh. Sheesh.

Nuka annoyed

I'm not scared, okay?

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

I just don't know why we have to be here, that's all. If Kovu was so special, why does he need us?... I never even had a CHANCE! Yaaah!

he gets his butt burned by a jet of hot gas from the ground

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

That's it! Now come on... (Y/N) has started her hunt. We have to move quickly.

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

Oooh! Fire!

he laughs crazily and bounds off after Vitani. We switch to the open fields, where Timon and Pumbaa are following after (Y/N). We see Pumbaa's tail sticking up above the grass. Timon rises up next to it, sees the tail, yelps in surprise, and ducks back down. The two cross a clearing military-fashion, sniffing the air, and they dart from tree to tree with SWAT-team-style "Hup! Hup! Hup!" noises. Timon leaps into a hollow log and gestures as though with a two-way radio.

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

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

Why do I bother?

he scans the horizon, framing (Y/N) in his fingers

Ah hah.

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

This must be where the deer and the antelope play!

The antelope pass; Timon and Pumbaa shriek again when they turn and see(Y/N) standing there, panting. Timon recovers and chuckles guiltily as (Y/N) recovers her breath, panting.

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

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

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

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

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

I run past them, still breathing hard.

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

Hey! Wait! Come back! Oh... who can keep track of her? (Y/N)-- come back!

He hops up on Pumbaa, and they run after her-- but she's far ahead already.

Oh... she's gone again! Somebody's gotta tie a boomerang around her neck!

We switch to where (Y/N) has run, toward the edge of the Pride Lands. Nuka and Vitani are standing above, with their flaming sticks.

Let's light fire!

they run down the slope, Vitani laughing madly

Roasty toasty princess... roasty toasty princess...

he lights the grass in several places, hopping around in circles. Soon he is standing in the center of the circle of flames

Hey, is it hot in here, or is that just me? {realizes} Fire! Yowww!

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

Vitani growls at him from off-screen

Grr... come on! {she drags him off}

We switch to the antelope grazing in the valley, along with various birds. The antelope spook at something near (Y/N), and they turn and begin to gallop off. I give chase. Soon, though, I notices the fire burning on the horizon, and the antelope turn and run back in my direction. I panic, I turn, and begin to run back the way I came; antelope and birds follow me. We change to a high knoll above the flames, where Zira and Kovu sit watching.

The plan is in motion. {pauses} Go!

Kovu runs down the slope, toward Pride Rock. We switch to Pride Rock, where Simba is pacing with Zazu several steps away.

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

Uh Zazu I think you spoke too soon.

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

No... no! (Y/N)! {he turns to Zazu} Zazu! Fly ahead. Find her!

Right away sire!

I'm following a pair of zebras away from the flames, but i find myself trapped and hemmed in on all sides, choking on the thick smoke. I sees a high stone overhang above the flames; I leap up and i trie to climb up the side, but i fall unconscious upon reaching the top. Kovu appears from the smoke and looms over her; she wakes for a moment and sees him baring his teeth down at her, then loses consciousness again. Kovu grabs the nape of her neck and throws her body on top of his, and begins to carry her away from the fire. He leaps across chasms with flames roaring, and then tumbles with (Y/N) down a slope into a pool of water, where (Y/N) begins to sink. Kovu dives for her and drags her to shore. Zazu, flying overhead, watches the event.

{gasps} I must tell Simba!

Zazu flies back to Pride Rock. Kovu drags (Y/N) to shore, and she wakes up, gasping for breath.

Where am I?

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

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

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

Look! I had everything under control!

Not from where I'm standing.

Then move downwind.

We confront each other. I begins jumping from side to side, (as she had done in their earlier encounter as cubs.) Soon Kovu's interest is piqued.

What are you doing?

{recognizing him} Kovu?

{off-screen} (Y/N)!

Simba and the lionesses from Pride Rock arrive. Simba jumps in front of (Y/N), snarling and growling.}

(Y/N)! You're all right.

Daddy... how could you break your promise?

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

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

Kovu? {he roars at Kovu again}

surprised at his ferocity

Simba?

Simba glares at Nala, who is now off-screen. Rafiki has arrived, and is standing on the hillside behind Simba.

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

You saved her? Why?

I humbly ask to join your pride.

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

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

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

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

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

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

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

Kovu smiles inwardly and looks sidelong at (Y/N), who smiles back at him. Zazu turns his back on Kovu.

Hmph! Riffraff.

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