Simba collapses in a desert and is rescued by Timon and Pumbaa, a meerkat and warthog, who are fellow outcasts. Finally, Scar tells the pride that both Mufasa and Simba were killed in the stampede and steps forward as the new king, allowing his three hyena minions and the rest of their large pack to live in the Pride Lands. He orders the hyenas to kill the cub, but Simba escapes. He then convinces Simba that the tragedy was Simba's fault and advises him to leave the kingdom and never return. Scar refuses to help Mufasa, instead sending him falling to his death. Mufasa saves Simba but ends up hanging perilously from the gorge's edge. He informs Mufasa of Simba's peril, knowing that the king will rush to save his son. He tells him he will find his 'Roar,' and he will never be called a cub again.

Scar sets a trap for his brother and nephew, luring Simba into a gorge and having the hyenas drive a large herd of wildebeest into a stampede that will trample him. Meanwhile, Scar visits the hyenas and manages to convince them to help him overthrow Mufasa in exchange for hunting rights in the Pride Lands. Though disappointed in Simba, Mufasa forgives him and explains that the great kings of the past watch over them from the night sky, from which he will one day watch over Simba.

Mufasa is alerted about the incident by his majordomo, the hornbill Zazu, and rescues the cubs. He tricks Simba and his best friend Nala (to whom Simba is betrothed) into exploring a forbidden elephants' graveyard, where they are attacked by spotted hyenas led by Shenzi, Kamari, and Azizi. Mufasa's younger brother, Scar, covets the throne and plots to eliminate Mufasa and Simba, so he may become king. Mufasa shows Simba the Pride Lands and explains to him the responsibilities of kingship and the 'circle of life', which connects all living things. King Mufasa's and Queen Sarabi's newborn son, Simba, is presented to the gathering animals by Rafiki the mandrill, the kingdom's shaman and advisor. In the Pride Lands of Africa, a pride of lions rule over the animal kingdom from Pride Rock. As a result, Simba has to make an alliance and rebuild himself fully to take what is rightfully his. However, Mufasa's brother, Scar, plots to betray Mufasa and take over the Pride Lands, forcing Simba into exile, where he meets Timon and Pumbaa. Simba, the son of Mufasa and the Prince of the Pride Lands, hopes to follow in his father's footsteps.

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