{Open, Black screen}

{Start nature sound effects}

{cue Castle screen}

{fade to black}

[THE CIRCLE OF LIFE]

[ MS: Male Singer

BS: Background Singer

FS: Female Singer (lead) ]

{Sunrise on African savannah, in time with

opening chant to The Circle of Life}

MS: DA!

Sa-ven-ya!

Ba-ba-ti ti-la-ba

BS: Se-toom, wen-ya-a-na-o

(wen-ya-ma!)

MS: DA!

Sa-ven-ya!

Ba-bi-ta Gee-te-bo-bo

BS: Se-toom, wen-ya-a-na-o

MS: Wen-en-ya-ma

Ha-ga-ba

BS: Wen-en-ya-ma

MS: Se-ya-kok-o-va

BS: Hemwinyana Hemwibanabanah

(repeats 5)

Hemwinyana Hemwibanabanah (se-to-kwa!)

Hemwinyana Hemwibanabanah (asana)

(repeats 1)

{The Circle of life ground forms in the BS's and holds its

pattern for eight bars. It is a non chordal BS part. The

progressions are in the medium ranges of the strings.

Various pans and camera views of African animals. All

moving. Coinciding with the FS pickup in the eighth bar,

we first view the Giraffes, panning to a long shot of all

the animals in their procession}

[The Circle of life text]

FS: 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

{Camera is panning and jumping to elephants, zebras, ants,

birds, storks, etc, etc ...}

There's far too much to take in here

More to find than can ever be found

But the sun rolling high

Through the sapphire sky

Keeps great and small on the endless round

{when the "The Circle of Life" is mentioned the long

distance pan centers on Pride rock where all the animals

are gathering. Mufasa is on Pride rock. Long camera arc

to Mufasa and Zazu.}

It's the Circle of Life

And it moves us all

Through despair and hope

Through faith and love

{Appearance of Rafiki, the baboon}

'Till we find our place

On the path unwinding

{Rafiki and Mufasa embrace.}

In the Circle

The Circle of life

{Decrescendo in BS. FS drops out. Pan flute takes simple

lead.}

{Mufasa leads Rafiki over to Sarabi who is holding Simba}

{Rafiki puts the juice and sand he collects on Simba's

brow. A ceremonial crown. He then picks Simba up and

ascends to the point of Pride rock. Mufasa and Sarabi

follow. With a crescendo in the music and a restatement

of the Refrain, Rafiki holds Simba up for the crowd to

view. The clouds part and a sumbeam highlights Rafiki and

Simba on Pride Rock.}

FS: (It's) The Circle of life

{The crowd starts howling, stamping, etc, etc ... }

And it moves us all

Through despair and hope

Through out faith and love

{The crowd bows down in rolling wave}

'Till we find our place

In the path unwinding

In the Circle

The Circle of life

{Bass hit (fff) and immediate switch to black screen with

title "The Lion King" in blood/magenta red caps.}

[Mouse / Challenge Scene]

{Cue mouse sounds}

{Visual fade into mouse in cave}

{Mouse comes out and starts preening in the light. Begin

sniffing. Becomes frightened. Suddenly a large lion paw

swoops down and catches him.}

{The music rises with a dissonant, slow, reed theme. Fade

in slowly and up full during speech}

{Camera switch to Scar holding the squeaking and

struggling mouse in his paw. He talks to it while playing

with it}

Scar: Life's not fair; is it? You see I... Well, I shall

never be king. (exhale light) And you shall never

see the light of another day. (closed mouth laughter.

starts to places mouse on his extended tongue)

Adieu.

Zazu : (Interrupting) Didn't your mother ever tell you not

to play with your food?

Scar: (light sigh) What do you want?

Zazu: I'm here to announce that King Mufasa is on his way.

So you'd better have a good excuse for missing the

ceremony this morning.

{To a flute flutter in the background, the mouse runs

away from Scar}

Scar: Oh now look Zazu, you made me lose my lunch.

Zazu: Hah! You'll lose more than that when the king gets

through with you. He's as mad as a Hippo with a

Hernia.

Scar: Ohhh...I quiver with FEAR!

{On "FEAR" Scar crouches down and is baring his teeth at

Zazu.}

Zazu: (very concerned) Now Scar, don't look at me that

way...HELP!!!!

{Scar quickly pounces on the bird.}

Mufasa: (almost immediately and off-camera) Scar! ...

Drop him.

Scar: (mouth closed) Mmm-Mmm-Hmmm?

Zazu: (Speaking from Scar's mouth) Impeccable timing your

majesty.

{Scar spits the Bird out, covered with saliva}

Zazu: (slimed) errrah.

Scar: (sarcastically overjoyed) Why! if it isn't my big

brother descending from on high to mingle with the

commoners.

Mufasa: Sarabi and I didn't see you at the presentation of

Simba.

Scar: (feigning astonishment) That was today? Oh, I feel

simply awful.

{He turns and start scraping his claws on the rock wall

forming the sound of fingernails on a chalkboard, setting

Zazu's teeth [sic] on edge}

Scar: (admiring his claws) 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 clicks his teeth at Zazu who had flown near his

face. Zazu takes cover behind Mufasa's foreleg. Scar

bends down to speak to him.}

Scar: Well, I was first in line...until the little

hairball was born.

Mufasa: (Lowering his head and meeting Scar eye to eye)

That hairball is my son...and your future king.

Scar: Ohh, I shall practice my curtsy.

{Scar turns away and starts to exit}

Mufasa: Don't turn your back on me, Scar.

Scar: (looking back) On, no, Mufasa. Perhaps you

shouldn't turn your back on me.

Mufasa: (Roars and literally jumps in front of Scar baring

his teeth for the first time) Is that a challenge?

Scar: Temper, temper. I wouldn't dream of challenging

you.

Zazu: Pity! Why not?

Scar: (Looking at Zazu) Well, as far as brains go, I got

the lion's share. But, when it comes to brute

strength (looking at Mufasa) I'm afraid I'm at the

shallow end of the gene pool.

{exit Scar}

Zazu: (deep sigh) There's one in every family, sire...two

in mine, actually. (perches on Mufasa's shoulder) And

they always manage to ruin special occasions.

Mufasa: What am I going to do with him?

Zazu: He'd make a very handsome throw rug.

Mufasa: (Chiding) Zazu!

Zazu: And just think! Whenever he gets dirty, you could

take him out and beat him.

{They exit chuckling. Pan out into open Savannah.}

[Painting Scene]

{Rise in music with theme stated in African Flute, it

broadens eventually with chorus and full orchestra. We

see a rainstorm gently crossing the Savannah. Slow

multiplane [sic] approach to Rafiki's tree. Camera switch

to inside. Rafiki is doing hand paintings on the wall.

It is noticeable he is completing a lion cub.}

Rafiki: (completing the ceremonial crown in the painting)

Hmmm...heh heh heh...Simba.

{Horns and brass close theme in a stately manner with a

decrescendo, fade to black keeping the painting of the cub

as a crossover to the fade in of Pride Rock in early

morning}

[The Sunrise / Pouncing Scene]

{Simba is seen coming out on the rock. He runs back into

he cave. Leaps over several of the lioness, accidentally

jumping on a few.}

Random Lioness: Oomph!

{Simba starts to wake Mufasa}

Simba: (Running into cave) Dad! Dad! come on Dad, we

gotta go. Wake up!. (Jumps over some lionesses,

pawing them in the stomach) Oops! Sorry. (Jumps up

next to Mufasa) Dad? Dad. Dad, Dad, Dad, Dad, Dad,

etc...

Sarabi: (Over Simba's endless noise of "Dad"s, sleepily)

Your son ...is awake...

Mufasa: (also sleepily) Before sunrise, he's your son.

Simba: Dad. Come on Dad. Rrrr

{Simba pulls at Mufasa's ear. He then slips and falls

off-screen into a pile of bones. Simba comes running back

on screen and butts Mufasa. Mufasa sleepily eyes his son.}

Simba: You Promised!

Mufasa: (Seeing his son's impatience) Okay, okay. I'm up.

I'm up.

Simba: Yeah!

{Mufasa yawns a well recorded lion yawn, Mufasa and Sarabi

follow simba up to the top of pride rock. Simba rubs up

against Sarabi, she nudges him ahead and stays behind.

The sunrise illuminates the top of pride rock

impressively. Both Simba and Mufasa are on the point.

Cue music.}

Mufasa: Look Simba. Everything the light touches is our

kingdom.

Simba: Wow.

{The camera pans from a reverse view to a frontal shot}

Mufasa: A king's time as ruler rises and falls like the

sun. One day, Simba, the sun will set on my time here

and will rise with you as the new king.

Simba: And this will all be mine?

Mufasa: Everything.

Simba: Everything the light touches. (Simba looks all

around. He views the rip-rap canyon to the north

[sic]) What about that shadowy place?

Mufasa: That's beyond our borders. You must never go

there, Simba.

Simba: But I thought a king could do whatever he wants.

Mufasa: Oh, there's more to being king than getting your

way all the time.

{Mufasa starts back down the rock}

Simba: (Awed) There's more?

Mufasa: Haha. Simba.

{Camera switch, Mufasa and Simba are out walking on the

Savannah}

Mufasa: 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. When we die, our

bodies become the grass. And the antelope eat the

grass. And so we are all connected in the great

circle of life.

Zazu: (Lights on a nearby rock) Good morning sire!

Mufasa: Good morning Zazu.

Zazu: Checking in with the morning report.

Mufasa: Fire away.

Zazu: Well, the buzz from the bees is that the leopards

are in a bit of a spot...

{Zazu's speech will continue through without stop. Simba

and Mufasa's conversation is the focus.}

Mufasa: (uninterested) Oh, really?

{Simba, uninterested in Zazu, pounces at a grasshopper and

misses.}

Zazu: (continuing, not noticing Mufasa's lack of

enthusiasm) ... And the baboons are going ape over

this. Of course, the giraffes are acting like they're

above it all....

Mufasa: (to Simba) What are you doing, son?

Simba: Pouncing.

Mufasa: Let an old pro show you how its done.

Zazu: ... The tick birds are preening on the elephants. I

told the elephants to forget it, but they can't...

Mufasa: Zazu, would you turn around?

Zazu: Yes, sire. (continuing immediately) The Cheetahs are

hard up but I always say--

Mufasa: (Whispering) Stay low to the ground.

Simba: (whispering) Okay

Zazu: --cheetahs never prosper.

Simba: Okay, stay low to the ground, right yeah...

Zazu: (realizing something is amiss) What's going on?

Mufasa: A pouncing lesson.

Zazu: Oh very good. Pouncing. (Realizing) Pouncing !?!

Oh, no, sire-- you can't be serious...

{Mufasa motions for Zazu to turn back around.}

Zazu: Oh, this is so humiliating.

Mufasa: (still whispering) Try not to make a sound.

Zazu: What are you telling him, Mufasa? (Looking around

uneasily. Simba and Mufasa have seemingly

disappeared) Mufasa? Simba?

{Simba does a full pounce, leaving Zazu stunned on the

ground}

Mufasa: Hahaha. That's very good. Hahah...

{A gopher emerges under Zazu.}

Gopher: Zazu.

Zazu: Yes?

Gopher: (Saluting) Sir. News from the underground.

Mufasa: (to Simba) Now, this time(interrupted)

Zazu: (interrupting and with urgency) Sire! Hyenas! In

the pride lands!

Mufasa: (serious now) Zazu! Take Simba home.

Simba: Aw dad, can't I come?

Mufasa: (curtly) No, son.

{Mufasa heads off at a full gallop}

Simba: I never get to go anywhere.

Zazu: Oh, young master, one day you will be king; then you

can chase those slobbering, mangy, stupid poachers

from dawn until dusk.

{They head off. Camera pulls back to wide view of

Savannah}

[Scar tricks Simba Scene]

{Camera change to Scar on the south ledge at Pride Rock.

We see Scar pace once and kick a old bone off the edge.}

{Enter Simba}

Simba: Hey Uncle Scar! Guess what!

Scar: I despise guessing games.

Simba: I'm gonna be king of Pride Rock.

Scar: (sarcastically) Oh, goody.

Simba: (looking out over the edge of the rock) My Dad just

showed me the whole kingdom. (greedily) And I'm gonna

rule it all. Heh heh.

Scar: Yes. Well, forgive me for not leaping for joy--

bad back, you know.

{Scar flops down on his side.}

Simba: Hey Uncle Scar. When I'm king, what'll that make

you?

Scar: A monkey's uncle.

Simba: Heheh. You're so weird.

Scar: You have no idea. So, your father showed you the

whole kingdom, did he?

Simba: Everything.

Scar: He didn't show you what's beyond that rise on the

northern [sic] border.

Simba: (disappointed) Well no. He said I can't go there.

Scar: And he's absolutely right! It's far too dangerous--

only the bravest lions go there.

Simba: Well I'm brave. What's out there?(interuppted)

Scar: (interrupting) I'm sorry Simba, I just can't tell

you.

Simba: Why not?

Scar: Simba, Simba-- I'm only looking out for the

well-being of my favorite nephew.

{Scar rubs and pats Simba's head}

Simba: (snorts) 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...

(faking surprise) Oops!

Simba: (enthusiastic) An elephant what?!? Whoa...

Scar: (in mock anguish) Oh, dear! I've said too much ...

Well, I suppose you'd have found out sooner or later,

you being so clever and all... (pulling Simba near)

Oh, just do me one favor. Promise me you'll never

visit that dreadful place.

Simba: (thinks) No problem.

Scar: There's a good lad. You run along now and have

fun. And remember-- it's our little secret.

{Simba leaves the rock; Scar walks away. Menacing music.}

[Bath Scene - Water Hole Scene]

{Simba is running down the slope of the bottom part of

Pride Rock. He runs down towards two lionesses. (Sarabi

and Sarafina) Sarafina is giving Nala a bath. Music is

light; almost jazzy. Pan flute lead.}

Simba: Hey Nala.

Nala: Hi Simba.

Simba: Come on. I just heard about this great place.

Nala: Simba, I'm kind of in the middle of a Bath.

{Sarabi bends down and grabs Simba}

Sarabi: And it's time for yours.

Simba: Mom! Mom, you're messing up my mane.

{Sarabi smiles}

Simba: Okay, okay. I'm clean. Can we go now?

Nala: So where are we going? It better not be anyplace

dumb.

Simba: No, it's really cool.

Sarabi: So where is this really cool place?

Simba: (realizing he has overlooked this difficulty) Oh...

around the water hole.

Nala: The water hole?!? What's so great about the water

hole?

Simba: (Through gritted smile) I'll show you when we get

there.

Nala: (softly) Oh! (normal) Uh... mom, can I go with

Simba?

Sarafina: Hmm... what do you think, Sarabi?

Sarabi: Well...

Nala and Simba: Pleeeease. (Through broad, forced smiles)

Sarabi: It's all right with me--

{Sarabi and Simba are overjoyed}

Simba: Yeah!!

Nala: All right.

Sarabi: --as long as Zazu goes with you.

{Simba and Nala stop dead in their celebration}

Simba: No! Not Zazu!

[Water Hole Scene]

{Camera is at a ground angle slightly behind the cubs

walking towards the water hole. Zazu is visible in the

sky overhead}

Zazu: Step Lively. The sooner we get to the water hole,

the sooner we can leave.

{Camera angle changes to the cubs from an immediate real

view}

Nala: (low) So where we really going?

Simba: (low) An Elephant graveyard.

Nala: Wow!

Simba: (low) Shhh! (motioning towards Zazu) Zazu.

Nala: (low) Right. So how we going to ditch the Dodo?

(Into whispers...) Oh. I know... (inaudible)

{Camera switch to just above Zazu. We hear the cubs

whispering back and fourth below}

Zazu: (Flying down) Oh, just look at you two. Little

seeds of romance blossoming in the savannah. Your

parents will be thrilled, (He lands in front of them)

what, with your being betrothed and all.

Simba: Be-what?

Zazu: Betrothed. Intended. Affianced.

Nala: Meaning?

Zazu: One day you two are going to be married.

Simba: Yuck.

Nala: Ewww.

Simba: I can't marry her. She's my friend.

Nala: Yeah. It'd be so weird.

Zazu: Well sorry to bust your bubble, but you two turtle

doves have no choice. It's a tradition going back

generations.

{Simba mimics Zazu durig this speech.}

Simba: Well when I'm king, that'll be the first thing to

go.

{Start fading in intro to "I Just Can't Wait to Be King"}

Zazu: Not so long as I'm around.

Simba: Well in that case, you're fired.

Zazu: Hmmm... nice try, but only the king can do that.

Nala: Well, he's the future king.

Simba: Yeah. (Thumping Zazu's chest) So you have to do

what I tell you.

Zazu: Not yet I don't. And with an attitude like that,

I'm afraid you shaping up to be a pretty pathetic king

indeed.

Simba: Hummph. Not the way I see it.

{Full song, colors change to wild pop-African. Background

becomes more pop style.}

Simba: I'm gonna be a mighty king

So enemies beware!

Zazu: Well, I've never seen a king of beasts

With quite so little hair.

{Plucks hair where mane would be}

{Simba Gets a leaf-mane}

Simba: I'm gonna be the mane event

Like no king was before

{Climbs log}

I'm brushing up on looking down

I'm working on my ROAR!

{On "ROAR" he shouts at Zazu, startling him back into a

puddle}

Zazu: (Drying on what appears to be a hanging towel)

Thus far, a rather uninspiring thing.

{Camera pull back. Reveals towel as elephant ear. Hits

Zazu with trunk like a golf club}

(Zazu: Yeeeooooowwww)

Simba: Oh, I just can't WAIT to be king!

Zazu: (speaking) You've rather a long way to go, young

master, if you think--

{For this verse Zazu is making quick spoken part replies

to each line. Simba and Nala are on each side of Zazu; as

he turns to talk to one, the other makes faces.}

Simba: No one saying do this

(Zazu: Now when I said that, I--)

Nala: No one saying be there

(Zazu: What I meant was--)

Simba: No one saying stop that

(Zazu: Look, what you don't realize--)

Simba and Nala: No one saying see here

(Zazu: Now SEE HERE!)

Simba: Free to run around all day

{Simba and Nala are now riding Ostriches}

(Zazu: Well that's definitely out of the question.)

Simba: Free to do it all my way

Zazu: (Singing) I think it's time that you and I

Arranged a heart to heart.

{Zazu flies into a rhino.}

Simba: Kings don't need advice

From little hornbills for a start!

{Lights on a branch}

Zazu: If this is where the monarchy is headed

Count me out!

Out of service, out of Africa

I wouldn't hang about!

{The camera pulls back to reveal Zazu has lighted on a log

being washed towards a waterfall. It disappears over the

edge, with a scream from Zazu. Zazu quickly reappears

flying towards and through the camera.}

This child is getting wildly out of wing.

Simba: Oh I just can't WAIT to be king.

{Simba and Nala run between two double files of Zebras. As

Zazu comes throug, the Zebras turn around and present their

behinds to Zazu. As the music interlude continues, Simba

and Nala are playing underfoot of a herd of Elephants.

As Simba starts to sing again the camera clicks to him

standing on a Giraffe's head}

Everybody look left (Zazu: WHERE?!)

(crowd of animals run over Zazu from right to left)

Everybody look right

(crowd runs back over Zazu from left to right)

Everywhere you look I'm

Standing in the spotlight!

Zazu: (speaking but in strict time) Not Yet!

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

{The Chorus of hippos, giant anteaters, antelopes,

giraffes, etc. form a pyramid with the cubs on top}

Simba & Chorus: Oh, I just can't wait to be king!

Oh, I just can't wait to be king!

Oh, I just can't waaaaaait... to be king!

{The pyramid topples, leaving the rhino sitting on Zazu}

Zazu: (Muffled) I beg your pardon, madam, but...GET OFF!

Simba? Nala?

[Elephant Graveyard - Hyena Scene]

{Camera change to Simba and Nala making their way away

from Zazu}

{They are laughing}

Simba: All right, it worked!

Nala: We lost 'em.

Simba: (smug) I ... am a genius.

Nala: Hey Genius-- it was my idea.

Simba: Yeah, but I pulled it off.

Nala: With me!

Simba: Oh yeah? Rrarr!!

{Simba jumps at Nala, they tussle quickly. Nala ends on

top and pins Simba with her forepaws, creating a

resounding thump.}

Nala: Ha. Pinned ya.

Simba: Hey, let me up!

{Simba looks at Nala and jumps at her again. They tussle,

rolling down a short hill. She pins him again in the same

position with another resounding thump.}

Nala: Pinned ya again!

{A gas vent makes a loud noise near by, ejecting steam.

The camera pulls back to a view of the surroundings that

the cubs have just noticed. Mostly in grays, we see a

dark craggy vale filled with skeletons of elephants. Erie

music.}

Simba: This is it-- we made it.

{They look over the edge of the ledge they are on. A

large bull skull is nearby. The camera follows to survey

the entire bleak view.}

Simba and Nala: Whoa.

Nala: It's really creepy.

Simba: Yeah... isn't it great?

Nala: (enjoying her naughtiness) We could get in big

trouble.

Simba: (enjoying it also) I know, huh.

Nala: (Looking at the skull) I wonder if it's brains are

still in there.

Simba: (Walking towards the skull) There's only one way to

know. Come on. Let's go check it out.

{Simba walks towards the mouth of the skull. Zazu flaps

suddenly in front of them.}

Zazu: The only checking out you will do, will be to check

out of here.

Simba: Aw, man.

Zazu: We're way beyond the boundary of the pride lands.

Simba: The little banana beak is scared!

Zazu: It's Mr. Banana Beak to you, fuzzy. And right now

we are all in very real danger.

{Simba has moved nearer to the entrance of the skull}

Simba: Danger? Hah! I walk on the wild side. I laugh in

the face of danger. Ha ha ha ha!

{Following simba's confidant laughter we hear more

laughing for inside the Skull. Three hyenas emerge.}

Shenzi: Well, well, well, Banzai. What have we got here?

Banzai: Hmm. I don't know, Shenzi. What do you think,

Ed?

Ed: (Crazy Laughter)

{The circle around the cubs and Zazu.}

Banzai: Yeah, just what I was thinking. A trio of

trespassers!!

Zazu: And quite by accident, let me assure you. A simple

navigational error.

Shenzi: Whoa, whoa whoa, wait wait wait... I know you.

(peering close into the camera) You're Mufasa's

little stooge.

Zazu: I, madam, am the king's Majordomo.

Shenzi: (looking at Simba) and that would make you ...

Simba: The future king!

Shenzi: Do you know what we do to kings who step out of

their kingdom?

Simba: Puh. You can't do anything me.

Zazu: A-ha-ha, technically, they can. We are on their

land--

Simba: But Zazu, you told me they're nothing but

slobbering, mangy, stupid poachers.

Zazu: (to the side) Ix-nay on the oopid-stay.

Banzai: Hey! Who you calling oopid-stay?!?

Zazu: (Harried) My, my, my. Look at the sun. (starts to

try to move away) It's time to go.

Shenzi: What's the hurry? We'd love you to stick around

for dinner.

Banzai: Yeeaah! We could have whatever's "lion" around.

Shenzi: Oh wait, wait, wait. I got one, I got one. Make

mine a "cub" sandwich. Whatcha think?

{They start laughing. Ed starts motioning}

Shenzi: What? Ed? What is it?

Banzai: (Looking where Ed is pointing) Hey, did we order

this dinner to go?

Shenzi: No. Why?

Banzai: 'Cause There It Goes!!!!

{Camera view to the cubs running off, they stop after a

bit. Quick camera jump showing Zazu being caught in

mid-flight}

Nala: Did we lose 'em?

Simba: I think so. Where's Zazu?

{Camera switch. The hyenas have Zazu near a steam vent.

Banzai is holding the bird.}

Banzai: So, the little Majordomo bird hippity-hopped all

the way to the birdie-boiler. (He walks Zazu to the

vent and stuffs him on it, plugging it up.)

Zazu: Oh no. Not the birdie boiler. (It shoots him off in

a puff of steam) Ahhhhhh!

{The hyenas start laughing hysterically}

Simba: (Now near the hyenas) Hey! Why don't you pick on

someone your own size?

Shenzi: Like... you?!?

Simba: Oops.

{The Hyenas start chasing the cubs.}

Nala: Simba!

{The hyenas chase the cubs up and over the skull and the

cubs slip away by sliding down the spine. On the next

pile of bones, Nala can't make it up in time and Simba

runs back and claws Shenzi across the cheek. She becomes

enraged and they pursue the cubs quickly and corner them

in a cave.}

============== CUT LINES ===============8<================

{For a reason unknown to me, the following line was cut.

It appeared on story boards and even in the promotional

pamphlet for the movie. It must have been cut fairly late

in production.}

Shenzi: Look Boys! A king fit for a meal!

=========================================8<===============

Banzai: (Entering the cave, taunting) Here kitty, kitty.

{Simba tries to roar. He produces a nice medium yowl.}

Shenzi: Huh. That was it?! Hah. Do it again... come on.

{Simba opens his mouth to roar again, but we hear a full

grown lion roar.}

Shenzi and Banzai: Huh?

{Mufasa charges the hyenas from camera left and abuses

them thoroughly till they are cringing under him.}

Shenzi: Oh, Please, please. Uncle. Uncle.

Banzai: Ow-ow-ow.

Mufasa: (half roar) Silence!

Banzai: O.K., we're gonna shut up right now.

Shenzi: Calm down. We're really sorry.

Mufasa: If you ever come near my son again...

Shenzi: This is? This is YOUR son?!?

Banzai: Oh, your son?

Shenzi: Did you know that?

Banzai: No... Me? I...I didn't know it. No. Did you?

Shenzi: No! Of course not.

Banzai: No.

Shenzi and Banzai: Ed?

Ed: (Stupidly nods yes)

{Mufasa roars}

Banzai: Toodles.

{With a gunshot sound they disappear. Zazu lights in

front of Mufasa, sycophantically smug. But then looks

away when he sees how angry Mufasa is, and cowers down.}

Simba: Dad I...

Mufasa: You deliberately disobeyed me.

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

Mufasa: (Stern) Let's go home.

{They all start walking out of the graveyard, the

cubs bent down in shame.}

Nala: (softly) 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, where he was

watching the cubs' near-demise.}

[Disciplinary - Stars Scene]

{Camera to out on the Savannah. The cubs are still

walking in a shamed manner behind Mufasa. Zazu is flying

between.}

Mufasa: (Still Stern) Zazu.

Zazu: (Flying forward and lighting in front of Mufasa)

Yes, sire?

Mufasa: (Stern) Take Nala home. I've got to teach my son

a lesson.

{The camera views the cubs. Simba hunkers lower in the

grass as if to hide. Zazu flies back to the cubs.}

Zazu: Come, Nala. Simba-- (patting him on the shoulder

and sighing) Good luck.

{Zazu and Nala leave. The camera view is of Simba in the

foreground with Mufasa facing away from the camera in the

background.}

Mufasa: (Calling, still very stern) Simba.

{Simba slowly turns and walks towards his father. The

camera follows him forward. Ominous yet sad music. Simba

steps into a depression. Looking down he sees that his

forepaw fits inside just the palmprint of his father's

paw. A very tense moment for Simba. It comes across to

the audience that his father could easily do much, much

more than discipline Simba. Simba realizes this too and,

quite courageously, continues to come forward.}

Mufasa: (Without looking at Simba) 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... I thought I might lose you.

Simba: Oh. (Lightening slightly) I guess even kings get

scared, huh?

Mufasa: Mm-hmm.

Simba: (Conspiritorially) But you know what?

Mufasa: (Whispering back) What?

Simba: I think those hyenas were even scareder.

Mufasa: (gentle laugh) Cause nobody messes with your dad.

Come here, you.

{Mufasa has bent down. He picks Simba up and starts

rubbing his head, giving a 'noogie'}

Simba: Oh no! no ... Errrgg ...

{Music rises as Simba and Mufasa tussle playfully for a

brief while.}

Simba: Oh, come here...(as Mufasa runs away) HAH! Gotcha!

{They end up with Mufasa laid down and Simba

on his head and mane.}

Simba: Dad?

Mufasa: Hmm?

Simba: We're pals, right?

Mufasa: (Gentle laugh) Right.

Simba: And we'll always be together, right?

Mufasa: (sitting up, Simba now on shoulder) Simba... let

me tell you something that my father told me. Look

at the stars. The great kings of the past look down

on us from those stars.

Simba: (awed) Really?

Mufasa: Yes, Simba. So whenever you feel alone, just

remember that those kings will always be there to

guide you. And so will I.

[Be Prepared Scene]

{Camera switch from stars to Hyena cave. As we move in

the cave, we first hear Banzai's voice and eventually see

Banzai and Ed together with Shenzi to the side.}

Banzai: Man, that lousy Mufasa! I won't be able to sit

for a week. (we notice numerous scratches on Banzai's

rear)

Ed: (Laughs)

Banzai: It's not funny, Ed.

Ed: (Tries to stop laughing, but bursts out worse)

Banzai: Shut up!

Ed: (cannot stop laughing)

{Banzai tackles Ed and they start fighting.}

Shenzi: Will you knock it off!

{Banzai stops. Ed continues gnawing his own left hind-leg

thinking it Banzai's.}

Banzai: Well he started it.

Shenzi: Look at you guys. No wonder we're dangling at the

bottom of the food chain.

Banzai: (with drool dangling from his mouth) Man, I hate

dangling.

Shenzi: Yeah... You know, if it weren't for those lions,

we'd be running the joint.

Banzai: Man, I hate lions.

Shenzi: So pushy.

Banzai: And hairy.

Shenzi: - stinky-

Banzai: And man are they

Shenzi and Banzai: Uuuuggg-ly!

{They laugh.}

Scar: (From his perch we saw in the Hyena chase) Oh,

surely we lions are not all -that- bad.

Shenzi: Oh...

Banzai: (relieved from the surprise) Oh, Scar; it's

just you.

Shenzi: We were afraid it was someone important.

Banzai: Yeah, you know, like Mufasa.

Shenzi: Yeah.

Scar: I see.

Banzai: Now that's power.

Shenzi: Tell me about it. I just hear that name and

I shudder.

Banzai: Mufasa.

Shenzi: (Shivering) Ooooo... Do it again.

Banzai: Mufasa!

Shenzi: Ooooo!

Banzai: Mufasa, Mufasa, Mufasa!

Shenzi: (Builds up hysterical laughter) ... Oooo! It

tingles me.

Scar: I'm surrounded by idiots.

Banzai: Now 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 ham.) I practically gift wrapped those cubs for

you. (Drops ham to Hyenas) And you couldn't even

dispose of them. (Intro fade in on Be Prepared)

Shenzi: (chewing with full mouth) Well, ya know, it wasn't

exactly like they was alone, Scar.

Banzai: Yeah. What were we supposed to do, (swallow) kill

Mufasa?

Scar: Precisely. (Three top flutter to coincide with scars

leaps down to the Hyenas. Start full song.)

============== CUT LINES ===============8<================

{Due to plot adjustment, the intro lines to the music

track Be Prepared were cut. They were originally a

monologue of Scar trying to decide on using the Hyenas or

not. These were cut presumably to allow for the earlier

entrapment of the cubs being credited to Scar.}

Scar: (Spoken over what is now faded intro)

I never thought Hyenas essential.

They're crude and unspeakably plain.

But, maybe there's a glimmer of potential

If allied to my vision and brain.

========================================8<================

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

But we're talking kings and successions

Even you can't be caught unawares

{On unawares he scares Banzai and Shenzi back onto some

steamvents, They are fired into the background.}

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:

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!

(Spoken)

Banzai: Yeah, Be prepared. Yeah... we'll be prepared. For

what?

Scar: For the death of the king.

Banzai: Why? Is he sick?

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

Shenzi: Great idea! Who needs a king?

Shenzi, Banzai, and Ed: No king. No king.

la lala lala la

Scar: IDIOTS! There will be a king!

Banzai: Hey, but you said, uh--

Scar: I WILL BE KING!!! Stick with me, and you'll never

go hungry again!!!

Banzai, Shenzi, and ED: Yaah!!! Alright!! Long live the

king!!!

{Camera reveals hundreds of more hyenas in the shadows.}

All Hyenas: Long live the king! Long live the King!

(full song again)

Hyenas: (In tight, crisp phrasing and annunciation)

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

{motions a slice across the neck}

The future is littered with prizes

And although I'm the main addressee

The point that I must emphasize is

You won't get a sniff without me

{ The () parts are the Hyenas counterpoint singing}

So prepare for the coup of the century!

Be prepared for the murkiest scam!

(Oooh! lah! lah! lah!)

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

(Ah-Ah-Ah-Ah-Ah-Ah-Ah!)

Be Prepared!

All:

Yes, our teeth and ambitions are bared

Be Prepared!

[Stampede Scene]

{Camera switch to bottom of the gully. Scar and Simba are

near a rock in the center of the gully.}

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

surprise for you.

Simba: Whoa. What is it?

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

it?

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

Scar: Hohoho... you are such a naughty boy.

Simba: Come on, Uncle Scar.

Scar: No-no-no-no-no-no-no. This is just for you and your

daddy. You know, a sort of father-son ... thing.

Well. I better go get him.

Simba: I'll go with you.

Scar: No! (regaining composure) Heheheh. No. 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... everybody knows about that.

Simba: (meek and embarassed) Really?

Scar: Oh, yes. Lucky daddy was there to save you. Oh,

and just between us, you might want to work on that

little roar of yours. Hmm?

{Scar pats Simba on the head and starts to head off}

Simba: Oh. Okay.... Hey Uncle Scar! Will I like the

surprise?

Scar: Simba, it's to DIE for.

{The camera slowly pans up the side of the gorge away from

Scar and Simba. After a distance of rock, wee reach the

edge and view on the plain a very large herd of

wildebeest. The camera that focuses in on the hyenas

(Shenzi, Banzai, and Ed) who are waiting near the edge

of the herd}

Banzai: (Stomach growls)

Shenzi: Shut up.

Banzai: I can't help it. I'm so hungry... (jumping up) 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.

{Camera switch to Scar mounting a rock in view of the

hyenas}

Shenzi: There he is. Let's go.

{Camera switch back to Simba}

Simba: Little roar. Puh!

{A lizard walks past Simba. He tries to roar at it.}

Simba: Raowr.... Raowr.

{The lizard has no reaction to the first two. On the

third Simba leaps and inhales deeply.}

Simba: RAOWR!!

{The lizard skitters off screen. Simba's roar echoes

around the rocky ravine. Soon we hear a low rumble.

Simba looks down and sees pebbles jumping. Very sinister

music. We see the entire heard coming over the lip of the

ravine. Dramatic camera pull up to the face of Simba.

Simba takes off in front of the herd. Camera switch to

Mufasa and Zazu a short distance from the cavern.}

Zazu: Oh look sire. The herd is on the move.

Mufasa: Odd.

{Scar runs up, out of breath}

Scar: Mufasa! Quick! Stampede! In the gorge. Simba's

down there!

Mufasa: Simba?!

{Camera switch to Simba. He is running and climbs up a

dead tree. Zazu flies ahead of Mufasa and Scar, down into

the cavern. He spots Simba}

Simba: (Clinging on to a tree barely) Zazu! Help me!!

Zazu: Your father is on the way! Hold on!!

Simba: (Losing grip) Hurry!

{Mufasa and Scar are on the lower ledges of the gorge.

Zazu flaps back to Mufasa and points out where Simba is.}

Zazu: There! There!! On that tree!!!

Mufasa: Hold on, Simba!!

{In the gorge, a wildebeest rams the tree Simba is on,

nearly breaking it.}

Simba: Ahhhh!!!

{Mufasa runs out into the herd, running with the

stampede.}

Zazu: Oh Scar, this is awful. What'll we do? What'll

we do? Hah! I'll go back for help! that's what I'll

do! I'll go back fo(gets hit) -oooomph.

{Scar backhands Zazu into a rock wall, knocking him out.

Scar then follows Mufasa's progress from the lip of the

gorge. Mufasa runs with the herd till slightly past the

tree. He whips around the front of some wildebeest and

runs into the heard towards Simba's tree. He gets rammed

head first once, throwing him to the ground. A wildebeest

rams Simba's tree, throwing Simba into the air. Mufasa

gets up in time to catch Simba in the air with his mouth.

He gets hit again and accidentally throws Simba. Simba

dodges a few oncoming wildebeest. Mufasa runs by with the

herd and grabs Simba. He jumps up to a near rock ledge

and sets Simba down just in time before getting knocked

back in by a wildebeest.}

Simba: DAD!!!!!!!!

{Simba watches in horror as he cannot find his father in

the swirling mass of wildebeest below him. At the last

second, Mufasa leaps out of the heard and starts to climb,

with great difficulty, up the loose gravel slope. Simba

turns and starts to climb up to the top of the gorge. Out

of Simba's sight, Mufasa reaches a point right below a

ledge where he can't climb due to steepness. His claws

are scraping and his back paws have no traction. Above

him on the ledge is Scar.}

Mufasa: Scar! Brother. Help me!

{Scar looks disdainfully down, and then suddenly latches

onto Mufasa's forepaws with claws extended. Mufasa has a

horrified look.}

Scar: (Slowly and evilly) Long live the king.

{Scar throws his brother backwards. Mufasa falls,

back first. The camera follows Mufasa down from above,

then suddenly focuses in on Simba who is watching his

father hit the ground. No sound effects of the hit. No

view of it either. Mufasa and Simba's screams mingle.}

Mufasa: Aaaaaaahh!

Simba: NOOOOOOOO!

{The herd finishes. Everything is clouded by dust. Simba

bounds to the cavern floor. Mufasa is nowhere to be

seen. The music decreshendos to nothing.}

Simba: (cough) Dad!!

{We hear a sound.}

Simba: (Quietly) Dad?

{We see a stray wildebeest run past, the source of the

sound. The wildebeest clatters around a log further down

the gully. Under the log is Mufasa, laying on his side.

He is not moving or breathing. Simba approaches the body.

Sad music much akin to a requium. Again, we notice how

small Simba really is.}

Simba: (Quietly) Dad? ... Dad, c'mon. You've gotta get

up. (He rubs up against Mufasa's cheek. The head

merely rolls back in place after the rub) Dad? We

gotta go home. (He tugs at Mufasa's ear. Again the

head limply moves back in place. Simba runs off a

bit, obviously distraught.) HEEEEELP!!!! Somebody!!

Anybody. Help. (He cries. Simba turns back to the

body. He nuzzles up under the limp paw so that his

father is embracing him.)

{Where the music would resolve, we hit a minor chord as

the image of Scar advancing appears through the dust.}

Scar: Simba... what have you done?

Simba: (Jumps back, crying) There were wildebeest and he

tried to save me... it was an accident. I... I didn't

mean for it to happen.

Scar: (embracing Simba, yet still distant) Of course, of

course you didn't. No one ever means for these

things to happen.... But the king is dead, and if it

weren't for you, he'd still be alive. (Simba is

crushed, believing his guilt) Oh! What will your

mother think?

Simba: (sniffing) what am I gonna do?

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

{Simba runs off blindly. The three hyenas appear behind

Scar. A slight smile a ppears on Scar's face.}

Scar: Kill him.

{Simba is chased up the entire length of the gully. He

reaches the lip only to see a shear drop on the other

side. Having no choice, he jumps and tumbles down into a

patch of biers below. The hyenas pursue the entire way.

When the are running down towards the briars, Banzai sees

the bushes and skids to a stop on a ledge just above the

briar patch.}.

Banzai: Whoa!! (sighs as stops)

{Shenzi and Ed run into him, throwing him into the

bushes.}

Banzai: Yeow!!!! (Jumping back out of the bushes) Ow! Oh!

Ee! Ow!

{Banzai is covered in thorns. Shenzi and Ed are laughing.}

Shenzi: (Seeing Simba emerge from the far side of the

briars into the desert) There he goes! There he goes!

Banzai: (Removing prickles) So go get 'im.

Shenzi: There ain't no way I'm goin' in there. What, you

want me to come out there looking like you?! Cactus

Butt?

Banzai: (Spitting out prickles into Ed's laughing face)

But, we gotta finish the job.

Shenzi: Well, he's as good as dead out there, anyway. And

-if- he comes back, we'll kill him.

Banzai: (Shouting) Yeah! you hear that? If you ever come

back, we'll kill you!!!

{"Kill you" echoes off as we Simba still running into the

desert. The Hyenas make their way off the cliffs back to

the pride lands.}

[Address and depaint Scene]

{Camera change to Scar addressing the lionesses by

moonlight Pride Rock.}

Scar: Mufasa's death is a terrible tragedy. But to lose

Simba who had barely begun to live...

{Camera pans around the lionesses. Some are comforting

Sarabi. Nala is rubbing against her mother, crying.}

Scar: For me it is a deep, personal loss. So, it is with a

heavy heart that I assume the throne. Yet, out of the

ashes of this tragedy, we shall rise to greet the

dawning of a new era, (The hyenas start emerging) in

which lion and hyena come together, in a great and

glorious future.

{The camera pans to Rafiki who is shaking his head in the

distance. The scene changes with Rafiki in the same

point. He is in his tree house. After wiping away a

tear, he reaches up and rubs his hand across the cub

painting, smearing it. The camera changes. The painting,

smeared, is overlaid on simba lying out in the hot desert

sun.}

[Buzzard - intro to Hakuna Matata Scene]

{Buzzards are circling the cub's body. One descends, then

all. They circle around it. With a blast of music, Timon

riding Pumbaa appears and drives into the midst of the

Buzzards. They slap and hit the buzzards away from Simba.}

Timon: Yeeeeeeeeeeeeeeeeeeeeaaaahh!! Get out! Get out of

here!!!!

Pumbaa: I love it! Bowling for buzzards.

Timon: (Laughing) Gets 'em ev'ry time.

Pumbaa: (Looking at Simba) Uh oh. Hey Timon. You better

come look. I think it's still alive.

Timon: Ewww...

{Timon walks to the front of Simba. He is lying with his

paw over his face.}

Timon: All righty, what have we got here? (he smells

Simba)

{He tries to lift Simba's paw. He can't. He gets under

it and with a great push gets it above his head. He sees

Simba's face.}

Timon: Jeez, its a lion!!! (Jumping up on Pumbaa) Run

Pumbaa! Move it!

Pumbaa: Hey, Timon. It's just a little lion. Look at

him. He's so cute and all alone. Can we keep him?

Timon: (Timon shouts into Pumbaa's ear creating a mild

reverberation effect.) Pumbaa, are you nuts?

(Speaking normal) We're talking about a lion. Lions

eat guys like us.

Pumbaa: But he's so little.

Timon: He's gonna get bigger.

Pumbaa: Maybe he'll be on our side.

Timon: Hah!... that's the stupidest thing I ever heard.

Maybe he'll be ... hey, I got it! What if he's on our

side? You know, having a lion around might not be

such a bad idea.

Pumbaa: So we're keeping 'im?

Timon: Of course. Who's the brains in this outfit?

{Pumbaa scoops Simba up on his tusks}

Pumbaa: Uhhh...

Timon: My point exactly. Jeez, I'm fried. Let's get out

of here and find some shade.

[Hakuna Matata Scene]

{Camera switch to Pumbaa, Timon, and Simba near a pool of

water in an oasis. Simba has been laid near the water.

Timon splashes some water in Simba's face. Simba stirs.}

Timon: You okay, kid?

Simba: I guess so.

Pumbaa: You nearly died.

Timon: I saved you.

Pumbaa: (snorts at Timon)

Timon: Well, Pumbaa helped.

{Pumbaa stands a little taller}

Timon: A little.

Simba: (sadly) Thanks for your help.

{Simba heads off quietly back out towards the desert.}

Timon: Hey, where you going?

Simba: No where.

Timon: (watching Simba, talking to Pumbaa) Gee. He looks

blue.

Pumbaa: I'd say brownish-gold.

Timon: No, no, no. I mean he's depressed.

Pumbaa: Oh.

{Pumbaa trots up to Simba}

Pumbaa: Kid, what's eatin' you?

Timon: Nothing he's at the top of the food chain. Ahhhhh-

ha ha ha ha. The food cha-haain. Heh heh.

(Realizing his joke flopped) Ah- ahem. So... where

you from?

Simba: Who cares? I can't go back.

Timon: Ahh. You're an outcast. That's great; so are we.

Pumbaa: Whatcha 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: (to Timon) Come on, Timon. (to Simba) Anything we

can do?

Simba: Not unless you can change the past.

Pumbaa: You know kid, in times like this my buddy Timon

here says "You gotta put your behind in your past."

Timon: No, no, no.

Pumbaa: I mean...

Timon: Amateur. Lie down before you hurt yourself. It's

"You got to put your past behind you." Look kid. Bad

things happen, and you can't do anything about it,

right?

Simba: Right.

Timon: Wrong! When the world turns its back on you, you

turn your back on the world!

Simba: Well that's not what I was taught.

Timon: Then maybe you need a new lesson. Repeat after me.

(clears throat) Hakuna Matata.

Simba: What?

Pumbaa: Ha-ku-na Ma-ta-ta. It means "no worries".

(Full Song, no fade in except in Marimba chords)

Timon:

Hakuna Matata!

What a wonderful phrase!

Pumbaa:

Hakuna Matata!

Ain't no passing craze!

Timon:

It means no worries

For the rest of your days!

Timon and Pumbaa:

It's out problem-free

Philosophy

Timon:

Hakuna Matata!

(Spoken section over background)

Simba: Hakuna Matata?

Pumbaa: Yeah; it's our motto.

Simba: What's a motto?

Timon: Nothing! What's a motto with you? Hahahah...

Pumbaa: You know what kid? These two words will solve all

your problems.

Timon: That's right! Take Pumbaa for example.

(back into song)

Timon:

Why, when he was a young warthog.

Pumbaa: (Italian counter-tenor range)

When I was a young wartHOG!

Timon: (Speaking, cleaning ear) Very nice.

Pumbaa: Thanks.

Timon: (Singing)

He found his aroma lacked a certain appeal

He could clear the Savannah after ev'ry meal!

Pumbaa:

I'm a sensitive soul

Though I seem thick-skinned

And it hurt that my friends never stood

Downwind!

And oh! the shame

(He was ashamed)

Thoughta changin' my name!

(Oh, what's in a name)

And I got downhearted

(How did you feel?)

Ev'rytime that I--

Timon: (Interrupting) Pumbaa! Not in front of the kids.

Pumbaa: (Speaking) Oh. Sorry.

{String pizzicato. Simba gives a quick 3/4+ angled wry

smile into the camera. Yep, these two are an odd duo.}

Pumbaa and Timon:

Hakuna Matata!

What a wonderful phrase

Hakuna Matata!

Ain't no passing craze

Simba:

It means no worries

For the rest of your days!

Timon: (Speaking while doing an old dance knee-slide

towards Simba) Yeah, sing it kid.

{Back to singing.}

Simba and Timon:

It's our problem-free ..........

Pumbaa: \

..................... Philosophy

All three:

Hakuna Matata!

{Timon pulls back a fern leaf, revealing a beautiful view

of a rift-jungle. Waterfalls and rugged terrain make a

splendid backdrop.}

Timon: Welcome! to our humble home.

Simba: You live here?

Timon: We live wherever we want.

Pumbaa: Yup. Home is where your rump rests.

Simba: It's beautiful.

Pumbaa: (loud raunchy belch) I'm starved.

Simba: I'm so hungry, I could eat a whole zebra.

{Timon is slightly disturbed by Simba's want for meat. A

little bit nervous and a little bit

I-knew-this-would-happen.}

Timon: Aha. We're fresh out of zebra.

Simba: Any antelope?

Timon: Nah-ah.

Simba: Hippo?

Timon: Nope. Listen, kid. If you live with us, you have

to eat like us. Hey, this looks like a good spot to

rustle up some grub.

{Timon has stopped in front of a log. Pumbaa forces it up

with his snout, revealing many insects. Timon picks one

up.}

Simba: Eeew. What's that?

Timon: A grub. What's it look like?

Simba: Eeew. Gross.

Timon: (eating, mouth is full) Mmmm. Tastes like chicken.

{Pumbaa slurps up a worm-like critter. Both Timon and

Pumbaa are feasting on bugs now.}

Pumbaa: (*SLURP*) Slimy, yet satisfying.

Timon: (grabbing a bug) These are rare delicacies. Mmmm.

Mmmm... (crunches) Pecan, with a very pleasant

crunch.

Pumbaa: You'll learn to love 'em.

Timon: I'm telling you, kid-- this is the great life. No

rules, no responsibilities. (picks a bug) Oooh! The

little cream-filled kind. And best of all, no

worries.

{Timon has been collecting bugs on a leaf. He offers it

to Simba. Simba picks up a worm.}

Timon: Well kid?

Simba: Oh well, Hakuna Matata. (He sucks it down)

{Sick music}

Simba: (Surprised at liking it) Slimy, yet satisfying.

Timon: That's it.

{The bugs fly off the leaf in a colorful flutter.}

{The scene switches to all three crossing a log, walking

to the music. With a steady build in the music, a change

occurs. We see the image of young Simba become a teen-age

Simba. And then again, Simba becomes a full grown adult.

While the chanting is happening, the camera is panning at

the low level (6" off ground) where all the interaction

between Pumbaa, Timon, and Simba as a cub had been

occurring. First we see Timon, and then Pumbaa. The

camera continues panning at a low angle to where the cub

Simba would fit. Instead we see the adult Simba's paw

come down. An immediate back up for a full view of a big

Simba.}

Pumbaa and Timon: (chanting to music) Hakuna. Matata.

Hakuna. Matata. Hakuna. Matata. Hakuna.

{Adult Simba voice now.}

Simba:

It means no worries

For the rest of your days.

All three:

It's our problem-free

Philosophy!

Simba:

Hakuna Matata

{All three dive into a pond off of the log. First, Timon

jumps in doing a cannon ball, and makes a small splash.

Then Pumbaa, doing a swan dive, makes a small splash also.

Finally Simba swings out on a vine (gripped in his teeth).

Before he can dive, the vine breaks under his weight. The

resulting splash is big enough to wash Pumbaa and Timon

ashore.}

Hakuna Matata

{Simba joining Timon and Pumbaa on shore. The song breaks

into gentle jazz voice improvisations on the word Hakuna

Matata. We see a rear view of Timon, Pumbaa, and Simba

walking off into the forest to the beat of Hakuna Matata.}

[Nobody knows scene]

{The camera switches to a far view of pride rock. Almost

all of the coloring is in gray. Most of the plants and

trees appear to be dead. We can hear Zazu's first line

and then the scene switches to a view of Zazu and Scar in

the cave. Zazu is in a cage made of some animal's

ribcage. He's singing. Scar is lying out on a rock,

picking his teeth with a bone.}

Zazu:

Nobody knows

The trouble I've seen

Nobody knows

My sorrow...

Scar: Oh, Zazu-- do lighten up! (he tosses the bone at

Zazu and it clatters against the cage) Sing something

with a little bounce in it.

Zazu: (Thinking)

It's a small world after all--

Scar: (interrupting, almost shouting) No! No. Anything

but that!

Zazu: (Thinking)

I've got a lovely bunch of Coconuts

(diddely-dee-dee)

There they are a standing in the row.

{Scar is enjoying this and starts to join in}

Zazu and Scar: Great ones. Small ones. Some as big as

your head.

Zazu: (While Scar continues) Oooh, I would never have had

to do this for Mufasa.

Scar: (quick and angry) What? What did you say?

Zazu: Oh, nothing!

Scar: You know the law: Never, ever mention that name in

my presence. I am the king.

Zazu: Yes, sire. You are the king. I... I... Well, I

only mentioned it to illustrate the differences of

your... royal managerial approaches. (nervous laugh)

Banzai: (offstage) Hey Boss!

Scar: Oh, what is it this time.

Banzai: We got a bone to pick with you.

Shenzi: (to Banzai) I'll handle this. (to Scar) Scar,

there's no food, no water.

Banzai: Yeah, it's dinner time, and we ain't got no

stinking entree.

Scar: It's the lioness' job to do the hunting... eeeergh

Banzai: Yeah, but they won't go hunt.

Scar: Ohhh, eat Zazu.

Zazu: Oh, you wouldn't want me. I'd be so tough and gamy

and-- eewwgh

Scar: Oh, Zazu, don't be ridiculous. All you need is a

little garnish.

Banzai: (to Shenzi) I thought things were bad under

Mufasa.

Scar: (quick and angry again) What did you say?

{Shenzi is smiling at Scar and thwaps Banzai to remind

him.}

Banzai: I said Muf... I said, uh.. "Que pasa?"

Scar: Good. Now get out.

{the hyenas start out but then pause}

Banzai: Yeah, but we're still hungry.

Scar: Out!

{they run off, Ed lets lose a crazy laugh}

[Second Star Scene]

{The camera switches to a view of the jungle. We hear a

loud raunchy burp. The camera switches to Timon, Pumbaa,

and Simba lying on their backs looking at the stars.}

Timon: Ooh. Nice one, Simba.

Simba: Thanks. Man, I'm stuffed.

Pumbaa: Me too. I ate like a pig.

Simba: Pumbaa-- you are a pig.

Pumbaa: Oh. Right.

{All three deep sigh in unison. Gentle music fades in.}

Pumbaa: Timon?

Timon: Yeah?

Pumbaa: Ever wonder what those sparkly dots are up there?

Timon: Pumbaa, I don't wonder. I know.

Pumbaa: Oh. What are they?

Timon: They're fireflies. Fireflies that, uh... got stuck

up on that big bluish-black thing.

Pumbaa: Oh. Gee.... I always thought that 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... I don't know.

Pumbaa: Aw come on. Give, Give, Give.... Pleease. Well

come on Simba, we told you ours.

Timon: Come on...giiiive, giVE.

Simba: Well... somebody once told me that the great kings

of the past are up there, watching over us.

Pumbaa: (awed) Really?

Timon: You mean a bunch of royal dead guys are watching

us?

{Timon breaks out laughing. Pumbaa joins in. Simba does

half-heartedly.}

Timon: Who told you something like that? (laughs) What

mook made that up? (laughs more)

Simba: Yeah. Pretty dumb, huh?

Timon: Ah, you're killing me.

{The music rises again. Simba looks back up at the stars.

He quietly gets up and leaves.}

Timon: Was it something I said?

[Discovery Scene]

{The music continues. Simba walks out on a ledge. He

looks up at the stars. He then collapses to lie on the

edge of the ledge. Milkweed floss is stirred into the air

by his flop. The camera follows its path. It crosses the

desert. Next we see Rafiki's hand snatch some it out of

the air. He sniffs it, grunts, and bounds down into his

tree. He po