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

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

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

What?

You wouldn't last three days on your own.

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

Heh... yeah.

Simba shouts from the cavern entrance.

(Y/N)!

Coming! {i turn back to Kovu.} All right-- impress me. We start at dawn.

{i walk back to the cavern; Kovu continues speaking to himself.

{chuckles} I look forward to it.

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

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

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

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

Simba! Simba! Help me

Father!

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

Dad... just... a little... farther...

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

Gotcha! ...Trust me.

Simba!

Mufasa slides down and into the gorge.

Noooo!

Simba turns on Scar, above him}

Scar!

Scar, laughing, slowly morphs into Kovu.

Kovu...?

Kovu suddenly lets go, throwing Simba down after Mufasa. He is still laughing. At the moment of impact, he wakes, panting. He looks around in fright, calms himself, and goes back to sleep next to Nala. The next morning. Simba stretches, and then descends to the valley floor, where he walks slowly toward the water hole. Kovu is above him, hiding behind a rock; his teeth and claws are bared, ready to strike. Suddenly, (Y/N ) jumps in front of him, from around the front of the rock.

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

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

I'm jumping around on my pawtips, very frisky

Surprised ya, huh?

Kovu looks back towards the water hole; and Simba is gone.

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

Kovu is still dumbstruck. After one last glance after his lost opportunity, he turns and follows (Y/N). We switch to. Kovu is attempting to teach stealth to (Y/N). We hear her saying "Ow" in the underbrush a few times; Kovu is smiling bemusedly to himself.

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

Gotcha!

I leap full over Kovu's evasion, and tumble over on the ground. Kovu steps over to my head, looking down at me.

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

Only... a lot. You're still breathing too hard. Relax... feel the earth under your paws... so it doesn't shift and make noise.

I follow his example. When a flock of birds interrupts us, alighting beyond a nearby hill

Ssshh. Watch the master... and learn.

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

Aaaahhhh!

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

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

Timon! What are you doing here?

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

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

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

Pumbaa rushes down the hill, and back up, scattering birds, who come back to land right where they were. (Y/N) watches with amusement, Kovu with bewilderment. We switche back to Pumbaa, who is standing with a dozen or so birds sitting on his back.

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

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

Me and Kovu trot back down the hill, And i'm laughing.

Hey! Maybe he can help. Ya think?

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

What?

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

Like this. {She roars, scattering the birds}

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

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

Yee-haa!

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

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

{laughing} Training? This is just for fun!

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

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

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

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

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

Yeeeee-haaa!

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

Uh-oh.

thhhpppbbt!

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

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

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

What a blast!

Oh... sorry.

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

{to Timon, caught off guard} Hey!

...You're okay.

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

Um... s-sorr-- uh...

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

Hey! Are you two comin' or what?

We'll be back you guys go on now.

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

We switch to; (Y/N) and Kovu are lying on their backs, watching the clouds and giggling.

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

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

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

Kovu laughs; this isn't (Y/N)'s cup of tea, and she grimaces.

Ah, I've never done this before.

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

You think Scar is up there?

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

He wasn't my father, but he was still... {he sighs gently} part of me.

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

Maybe there's a darkness in me too.

I put my paw on Kovu's, and we nuzzle. We truck back, and we see Simba watching from a hill some distance away. He addresses the sky.

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

Nala approaches from behind.

Simba?

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

Did they help?

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

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

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

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

{She turns and walks off; after a moment of hesitation, Simba follows. We move back down to (Y/N) and Kovu. She is nuzzling him, but he pulls away clearing his throat.

What's wrong?

Nothing.

Kovu...

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

Kovu-- wait.

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

And where are you going?

Nuhh... nowhere.

{springing up} That's what you think!

Rafiki slips under Kovu and vanishes in the grass.

{confused} Who was that?

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

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

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

{hesitating} The way where?

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

{giggling} Kovu, c'mon!

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

Where's he taking us?

Rafiki lowers himself from above their heads

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

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

There's a place where the crazy moon

Makes the monkeys sing and the baboons swoon

And the sultry scent of the lotus bloom

Will carry you away

Where the hippos swing from the jungle vines

And the rhino rhumba in a conga line

And the pink flamingos are intertwined

As the stars come out to play

In Upendi

Where the passionfruit grows sweet

And it's so divine

That you lose your mind

As it sweeps you off your feet

In Upendi

Without a worry or a care

It just takes two

To make it true

Your heart will lead you there

Where is it?

No place you don't take with you...

You better watch your step 'cause the path is steep

Better hold your breath cause the water's deep

It's a long way down over Lovers' Leap

But falling's half the fun!

In Upendi

Where the passionfruit grows sweet

And it's so divine

That you lose your mind

As it sweeps you off your feet

In Upendi

Without a worry or a care

It just takes two

To make it true

Your heart will take you there

You can beat the bush like there's no tomorrow

From Tanganyika to Kilimanjaro

But you'll find Upendi wherever you are

Oh underneath the sun

Upendi-- it means "love", doesn't it?

Welcome to Upendi!

In Upendi

Where the passionfruit grows sweet

And it's so divine

That you lose your mind

As it sweeps you off your feet

Rafiki and Kiara: In Upendi

Without a worry or a care

It just takes two

To make it true

Your heart will take you there

Upendi!

Down In Upendi

Way down

In Upendi!

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

Good night...

Good night.

I walk off to the main cavern, after looking back in Kovu's direction and sighing dreamily, and Kovu goes back to his standing stone on the promontory; my Father appears in the direction I whas walking, and he approaches Kovu.

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

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

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

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

{snarling} You're sure?

Affirmative. I saw it with my own eyes.

I knew that good for nothing termite didn't do it.

Kovu cannot betray us! My friends, We must implement our Plan B- the ambush!

If Kovu didn't attack, then I will!

Nuka calm down We have a back-up plan, remember? We must kill Simba ourselves.

At long last I'll have the honor of killing that despicable Simba.

Oh shut up.