Pumbaa: {reverently} Pride Rock.

Timon: So majestic.

Pumbaa: So powerful.

Timon: So... bizarrely named. {pauses the movie; the silhouettes and the seatbacks appear again} Pumbaa, how can a rock be proud? It's a rock.

Pumbaa: Well, I think it's because a "pride" is what they call a group of lions.

Timon: Oh, sure, the lions get Pride Rock. And what about us meerkats? Where I come from we didn't have nothin' to be proud of. Why: {clears throat; singing} When I was a young meerkat...

Pumbaa: {singing} When he was a young meerkat...! {blows Timon off his seatback}

Timon: {peevishly} Very nice.

Pumbaa: Thanks!

Timon: But maybe it'd be safer if I just show 'em where I came from.

Pumbaa: Oh, boy! Do we get to see where you grew up?

Timon: Yeah, Pumbaa, but it ain't pretty... {clicks the remote; the view of Pride Rock switches to a full-screen shot} Please remain seated while the camera is in motion.

{The camera does a super-high-speed truck-out from Pride Rock, past zebras, grasslands, the Elephant Graveyard, the Gorge, marshlands, the desert, and finally stopping at a dry plain of low mounds of dirt, with a tumbleweed blowing across} Timon: Here we are: from Pride Rock to the pit of shame. We're so low on the food chain we're underground! But you don't have to take my word for it. I'll just let my fellow meerkats do the talking. {"Digga Tunnah" music begins.}

Background Chant: Semon pute.

Meerkats: {chanting, nervously} What was that?!

What was what?! Shh!

What was that?!

What was that?!

Where? What?

Where? Where? Shh!

What was that?! Shh!

Quick, before the hyena come!

Guard: CLEAR!

{Scenes of the colony of meerkats all busily digging a network of tunnels, singing as they work.} Meerkats: {singing} Digga tunnah,

Dig, digga tunnah

When you're done ya dig a bigga tunnah

Digga tunnah,

Dig, dig a tunnah

Quick, before the hyena come!

DIG!

Background chant: Semon pute.

Meerkats: Digga tunnah,

Dig, digga tunnah

You can dig and never get dunnah

Background chant: Semon pute.

Meerkats: Digga tunnah, (Dig a little faster)

Dig, digga tunnah

What was that?! {silence as they look from side to side, listening}

Quick, before the hyena come!

DIG!

Digga tunnah is what we do

Life's a tunnah we're diggin' through

Digga tunnah is what we sing

Digga tunnah is everything!

Mud and clay is a meerkat's friend

Always more around every bend

And when you get to your tunnah's end

Hallelujah! Let's dig again!

DIG!

Digga tunnah,

Dig, digga tunnah (Digga tunnah)

When you're done ya dig a bigga tunnah.

Digga tunnah, (Dig a little faster)

dig dig a tunnah.

What was that?! {pause to listen}

Quick, before the hyena come!

DIG!

Ma: Timon! Excuse me. Have you seen my son? Has he been through here? Timon!

Uncle Max: Digga tunnah, dig, digga tunnah... digga tunnah, dig, dig—Aaaah! {Ma pokes him, scaring him out of his chant}

Ma: Uncle Max?

Uncle Max: {spooked} Aaahh!

Ma: Uncle Max, relax. Have you seen Timon?

Uncle Max: {pleased with himself} No, I haven't—and what a day it's been! No fractures, no lacerations, no concussions, contusions or injuries of any sort. As a matter of fact, there's no sign of Timon's handiwork anywhere.

{The ceiling cracks and then comes crashing down around them, light streaming in all around; finally there's nothing left of the tunnel but a ring of dirt held up on a narrow protrusion, with Timon standing under it.}

Uncle Max: {fuming} That would be... TIMOOON!

Timon: {embarrassed} Heh heh heh! Hey, everybody.

Meerkat #1: (sarcastically) Ha ha. Nice work, Timon.

Meerkat #2: Way to go, tunnel klutz.

Meerkat #3: Who else could break a hole?

Meerkat #4: Four in a week—a new record!

Ma: {quietly despairing} Not again...

Timon: What? {defiantly} It's called a "skylight"!

{The "skylight" crumbles to nothing.}

Ma: {trying to salvage the situation} Ho ho. Wow! Isn't that creative. A skylight! Oh, ha ha. {seeking discretion as the better part of valor} I'll just have a word with him. {Ma leads Timon away from the scene of the collapse.}

Timon: I... I was just trying to shed a little light on our pathetic existence.

Ma: Timon, this can't go on. Just this month, you've pulled down four walls and collapsed two tunnel exits. {She combs Timon's hair} We have to look after each other. Our survival depends on it.

Timon: What's the point? All we do is dig so we can hide, and hide so we can dig. {Ma finishes combing his hair, which "poofs" up into a bunch of spikes} I wanna be where we don't have to dig tunnels and live with our heads stuck in the sand. {pushes some grass apart and gazes out over the horizon} What's so bad about dreaming of a better home?

Ma: {joins him at the gap in the grass} I wanna show you something. Look, Timon. Go on, look. {Camera pulls back to a panoramic view of the Pride Lands in all their golden-lit majesty, as the "This Land" theme plays} Look out to the horizon, past the trees, over the grasslands. Everything the light touches... {sharply} belongs to someone else!

{A record needle scratches; the grasses snap back together and block the view.}

Timon: Funny. I thought you were going a whole different direction with this.

Ma: What can I say? It's nature's design.

Uncle Max: {appears out of the grass suddenly} She's right! We're food for other animals—a moveable feast. Feared by no one and eaten by all!

Timon: But when they die, they become the grass. And we eat the grass... right?

Uncle Max: Not exactly; we can't digest grass. We're grass intolerant.

Ma: {snatches Timon away} Ok, Max. Thank you. You've been a big help. {To Timon} Honey, I—

Uncle Max: {appearing out of another stand of grass} Meerkat... it's what's for dinner!

Ma: {increasingly sarcastic; pointing meaningfully off into the distance} Thank you, Uncle Max.

Uncle Max: {groans at the camera} Uhh. {disappears}

Timon: I think Uncle Max dislodged one too many rocks with his skull.

Ma: But he's right, Timon. {She tries to comb his hair again; a bug flies by, and she snatches it and squishes it into hair gel} Oh, I just know there's a way for you to fit in here.

{Timon glowers from under his plastered-down hair; a single hair springs back up, and he sighs.}

Uncle Max: {off-screen, to other meerkats} All right, who's on sentry duty?

Ma: {perks up with inspiration; gasps} That's it! That's it—My son on sentry duty! Timon the sentry!

{cut to Uncle Max being told of this idea}

Uncle Max: {in horrified shock} Timon the sentry?! Why don't you save the hyenas the trouble and kill me now? Just kill me now!

Timon: He has a point.

Ma: All you have to do is watch for hyenas and yell if you see one. Look at Iron Joe.

Iron Joe: {in the middle of a nervous breakdown} Don't close your eyes! Don't look away! Somebody's gotta guard us! Somebody's gotta protect us! {Breaks up in sobs as a couple of meerkat orderlies carry him away, raving, from his post}

Timon: Well. Now I'm convinced.

Ma: Listen—it's outside, up in the breeze, under the wide open sky—isn't that what you want? {to Max} Or maybe you would rather have him go back on the digging crew.

Max and everyone: NO!

{Camera switches to the entire colony of meerkats, listening intently, and now pretending nonchalance and clearing their throats}

Ma: Good... then we all agree. Timon, listen to Uncle Max. He'll teach you everything you need to know. And honey, {earnestly} try to make this on

umbaa: {reverently} Pride Rock.

Timon: So majestic.

Pumbaa: So powerful.

Timon: So... bizarrely named. {pauses the movie; the silhouettes and the seatbacks appear again} Pumbaa, how can a rock be proud? It's a rock.

Pumbaa: Well, I think it's because a "pride" is what they call a group of lions.

Timon: Oh, sure, the lions get Pride Rock. And what about us meerkats? Where I come from we didn't have nothin' to be proud of. Why: {clears throat; singing} When I was a young meerkat...

Pumbaa: {singing} When he was a young meerkat...! {blows Timon off his seatback}

Timon: {peevishly} Very nice.

Pumbaa: Thanks!

Timon: But maybe it'd be safer if I just show 'em where I came from.

Pumbaa: Oh, boy! Do we get to see where you grew up?

Timon: Yeah, Pumbaa, but it ain't pretty... {clicks the remote; the view of Pride Rock switches to a full-screen shot} Please remain seated while the camera is in motion.

{The camera does a super-high-speed truck-out from Pride Rock, past zebras, grasslands, the Elephant Graveyard, the Gorge, marshlands, the desert, and finally stopping at a dry plain of low mounds of dirt, with a tumbleweed blowing across} Timon: Here we are: from Pride Rock to the pit of shame. We're so low on the food chain we're underground! But you don't have to take my word for it. I'll just let my fellow meerkats do the talking. {"Digga Tunnah" music begins.}

Background Chant: Semon pute.

Meerkats: {chanting, nervously} What was that?!

What was what?! Shh!

What was that?!

What was that?!

Where? What?

Where? Where? Shh!

What was that?! Shh!

Quick, before the hyena come!

Guard: CLEAR!

{Scenes of the colony of meerkats all busily digging a network of tunnels, singing as they work.} Meerkats: {singing} Digga tunnah,

Dig, digga tunnah

When you're done ya dig a bigga tunnah

Digga tunnah,

Dig, dig a tunnah

Quick, before the hyena come!

DIG!

Background chant: Semon pute.

Meerkats: Digga tunnah,

Dig, digga tunnah

You can dig and never get dunnah

Background chant: Semon pute.

Meerkats: Digga tunnah, (Dig a little faster)

Dig, digga tunnah

What was that?! {silence as they look from side to side, listening}

Quick, before the hyena come!

DIG!

Digga tunnah is what we do

Life's a tunnah we're diggin' through

Digga tunnah is what we sing

Digga tunnah is everything!

Mud and clay is a meerkat's friend

Always more around every bend

And when you get to your tunnah's end

Hallelujah! Let's dig again!

DIG!

Digga tunnah,

Dig, digga tunnah (Digga tunnah)

When you're done ya dig a bigga tunnah.

Digga tunnah, (Dig a little faster)

dig dig a tunnah.

What was that?! {pause to listen}

Quick, before the hyena come!

DIG!

Ma: Timon! Excuse me. Have you seen my son? Has he been through here? Timon!

Uncle Max: Digga tunnah, dig, digga tunnah... digga tunnah, dig, dig—Aaaah! {Ma pokes him, scaring him out of his chant}

Ma: Uncle Max?

Uncle Max: {spooked} Aaahh!

Ma: Uncle Max, relax. Have you seen Timon?

Uncle Max: {pleased with himself} No, I haven't—and what a day it's been! No fractures, no lacerations, no concussions, contusions or injuries of any sort. As a matter of fact, there's no sign of Timon's handiwork anywhere.

{The ceiling cracks and then comes crashing down around them, light streaming in all around; finally there's nothing left of the tunnel but a ring of dirt held up on a narrow protrusion, with Timon standing under it.}

Uncle Max: {fuming} That would be... TIMOOON!

Timon: {embarrassed} Heh heh heh! Hey, everybody.

Meerkat #1: (sarcastically) Ha ha. Nice work, Timon.

Meerkat #2: Way to go, tunnel klutz.

Meerkat #3: Who else could break a hole?

Meerkat #4: Four in a week—a new record!

Ma: {quietly despairing} Not again...

Timon: What? {defiantly} It's called a "skylight"!

{The "skylight" crumbles to nothing.}

Ma: {trying to salvage the situation} Ho ho. Wow! Isn't that creative. A skylight! Oh, ha ha. {seeking discretion as the better part of valor} I'll just have a word with him. {Ma leads Timon away from the scene of the collapse.}

Timon: I... I was just trying to shed a little light on our pathetic existence.

Ma: Timon, this can't go on. Just this month, you've pulled down four walls and collapsed two tunnel exits. {She combs Timon's hair} We have to look after each other. Our survival depends on it.

Timon: What's the point? All we do is dig so we can hide, and hide so we can dig. {Ma finishes combing his hair, which "poofs" up into a bunch of spikes} I wanna be where we don't have to dig tunnels and live with our heads stuck in the sand. {pushes some grass apart and gazes out over the horizon} What's so bad about dreaming of a better home?

Ma: {joins him at the gap in the grass} I wanna show you something. Look, Timon. Go on, look. {Camera pulls back to a panoramic view of the Pride Lands in all their golden-lit majesty, as the "This Land" theme plays} Look out to the horizon, past the trees, over the grasslands. Everything the light touches... {sharply} belongs to someone else!

{A record needle scratches; the grasses snap back together and block the view.}

Timon: Funny. I thought you were going a whole different direction with this.

Ma: What can I say? It's nature's design.

Uncle Max: {appears out of the grass suddenly} She's right! We're food for other animals—a moveable feast. Feared by no one and eaten by all!

Timon: But when they die, they become the grass. And we eat the grass... right?

Uncle Max: Not exactly; we can't digest grass. We're grass intolerant.

Ma: {snatches Timon away} Ok, Max. Thank you. You've been a big help. {To Timon} Honey, I—

Uncle Max: {appearing out of another stand of grass} Meerkat... it's what's for dinner!

Ma: {increasingly sarcastic; pointing meaningfully off into the distance} Thank you, Uncle Max.

Uncle Max: {groans at the camera} Uhh. {disappears}

Timon: I think Uncle Max dislodged one too many rocks with his skull.

Ma: But he's right, Timon. {She tries to comb his hair again; a bug flies by, and she snatches it and squishes it into hair gel} Oh, I just know there's a way for you to fit in here.

{Timon glowers from under his plastered-down hair; a single hair springs back up, and he sighs.}

Uncle Max: {off-screen, to other meerkats} All right, who's on sentry duty?

Ma: {perks up with inspiration; gasps} That's it! That's it—My son on sentry duty! Timon the sentry!

{cut to Uncle Max being told of this idea}

Uncle Max: {in horrified shock} Timon the sentry?! Why don't you save the hyenas the trouble and kill me now? Just kill me now!

Timon: He has a point.

Ma: All you have to do is watch for hyenas and yell if you see one. Look at Iron Joe.

Iron Joe: {in the middle of a nervous breakdown} Don't close your eyes! Don't look away! Somebody's gotta guard us! Somebody's gotta protect us! {Breaks up in sobs as a couple of meerkat orderlies carry him away, raving, from his post}

Timon: Well. Now I'm convinced.

Ma: Listen—it's outside, up in the breeze, under the wide open sky—isn't that what you want? {to Max} Or maybe you would rather have him go back on the digging crew.

Max and everyone: NO!

{Camera switches to the entire colony of meerkats, listening intently, and now pretending nonchalance and clearing their throats}

Ma: Good... then we all agree. Timon, listen to Uncle Max. He'll teach you everything you need to know. And honey, {earnestly} try to make this on work.

Cut to the lookout rock, under a small tree. Uncle Max is demonstrating the duties of the sentry.}

Uncle Max: {demonstrating} Scurry, sniff, flinch! Scurry, sniff, flinch! {Timon is unimpressed and rolling his eyes} Scurry, sniff, flinch! Good. Now... what do we do if we see a hyena?

Timon: Scream "Mommy!".

Uncle Max: That's right, mister! Because the world out there is fraught with danger. Fraught, I tell you!

Timon: {aside, to the camera, over Uncle Max; sarcastically} Oh, boy. It's the Fraught Fest.

Uncle Max: {furiously pantomiming} Even all bloodthirsty hyenas are waiting to rip us limb from limb!

Timon: {applauding sarcastically} Bra-vo, Uncle Max. Way to sell it to the cheap seats.

Uncle Max: {in his face} Applaud now, sonny boy. {quiet and severe} But try clapping when you don't have any hands! {turns and leaves}

{Timon gulps, looking at his hands. Then he takes up his position on the rock.}

Timon: Scurry, sniff, flinch. Scurry, sniff, flinch. {marimbas begin; Timon starts to get into it} Huh... I like the sound of that. Scurry, sniff, flinch. {He begins dancing more and more flamboyantly} Scurry, sniff, flinch. Scurry, sniff, flinch. Scurry, sniff, flinch!

{"That's All I Need", the sister song to "Warthog Rhapsody", begins.}

Timon: {singing} There's more to life than panic

And bein' some other guy's snack—euugh.

{The three hyenas pop up from behind a rock in the background, then disappear again}

Timon: I may be delicious, organic

But this little entree's fightin' back!

I'm gonna put diggin' tunnels behind me

And live at a new altitude

I'm gonna reach for the stars to remind me

That meerkats are not merely food!

For once I'll be... {steps onto a cloud and surfs into a fantasy waterfall setting}

Lookin' out for me... yeah!

I'll tell you what I want

This cat is movin' on

He's a bon vivant

Who's missin' out on bon

I'd be a bigger cheese

Far from the desert scene

A little cooling breeze

A little patch of green!

And I'll be snoozin' in my hammock by a rippling stream

Many miles from any tunnel and the digging team

Looking after number one will be my only creed

That's all I need {slurps up some bugs}

That's all I need!

{Dancing the "Shuffle Off to Buffalo"}

I've always been good at runnin' away

Well, now I'm gonna run the show-ow

I've always been seen as the ultimate prey

But now my status ain't so quo!

{The fantasy and the music dissolve as he improvises, unaware that the three hyenas have surrounded him.}

Timon: {improvising} A dream sublime...

It's hyena tiiime... oh!

Shenzi: {clapping} Oh, look it's dinner and a show!

Banzai: And I thought beans were the only musical food.

Ed: {incoherently} Ooh-oooh!

Timon: {frozen in fear} Hy... Hy... Hy...

Shenzi: Well, hi to you too! {smacks Timon, who goes rolling down the hill}

Timon: Ayy! Ohh! Ow! Okay...

Uncle Max: This is no time for horseplay, Timon. You're supposed to be up there lookin' out for... {sees them approaching, snickering} Hyenas!

Meerkats: {they all pop up in terror} Aaaaahhh!

{The meerkat colony runs around in a mad chaotic dash for cover}

Banzai: Whoa, look at 'em scramble.

Shenzi: And that's just how I like 'em...

{A group of meerkats, led by Uncle Max, crash in a line right into Shenzi's snout.}

Meerkats: Aah! Ooh! Uhh!

Shenzi: ...Scrambled. {She slurps them, lifting Uncle Max into the air}

Meerkats: Uhh!

Shenzi: {seeing the whole colony scrambling about} ...And a little bit runny.

{The group of meerkats goes running by, followed by the laughing hyenas, passing Timon who's standing there covering his head}

Meerkats: Hyenas! {A hand reaches up and grabs Timon; he strains to stay where he is, but gradually the hand manages to drag him head-first into a hole. It's Ma.}

Ma: Get in here! What are you, a meshugginah? {Ed guards a hole, and snaps at a bunch of meerkats who jump into it one at a time; he misses all of them, but blocks the hole before Uncle Max can get in}

Ma: Stumpy? (Here!) Flinchy? (Here!) Swifty? (Here!) Oh, what a relief. Everybody's... {gasps} Where's Uncle Max? {Uncle Max is outside, running for his life as the three hyenas pursue him}

Uncle Max: Aaaaahh! {Uncle Max makes desperately for a second tunnel entrance, where a bunch of meerkats appear and gasp at the sight.}

Meerkat #1: Max! Run for your life!

Meerkat #2: Play dead!

Meerkat #3: Ándale!

Meerkat #4: Almost there!

{The screen switches suddenly to the QVC channel, where the women are buying seudes.} Woman on TV: Seude is the look for this fall. {Timon and Pumbaa are back in the silhouetted theater seats.} Woman on TV: Of course there is what's happening in every magazine, why don't we think about it, other than you've got that longshot, clear your code...

Timon: Hey, what's goin' on? Pumbaa, you're sitting on the remote.

Pumbaa: Huh? Oh, sorry. I thought it was a brownie.

{He clicks the remote; we switch back to the scene of Uncle Max's impending demise.}

Meerkat #5: You've got it, Max!

{Max is overtaken by the hyenas; the meerkats all shield their eyes as we hear crunching sounds. Switch to the inside of the burrow, where the meerkats stand in shock; suddenly, Max drops from the ceiling, the fur bitten off his thing.

Uncle Max: I flinched when I should've scurried. {collapses}

{The hyenas, guffawing, are walking off.}

Banzai: Ha ha! Oh, man! It just never gets old, does it?

Shenzi: Ooh, the classics never do, honey.

{Camera pans down to where Timon is standing in the midst of all the angry meerkats.}

Timon: I, uh... I guess I owe everyone an apology. {pause} All right, so I made a teensy mistake. Like we all haven't broken into song on sentry duty before. Ha ha ha... come on. Let me have a show of hands. {The meerkats all wander off, disgusted; Timon tries to change tactics} Okay. ...Maybe it's a little too soon, but I'm sure we're all gonna laugh about this someday. Trust me.

{Uncle Max and the meerkats are all staring at him severely. Soft, emotional music plays.}

Uncle Max: I did trust you.

Timon: {pause} But...

{The meerkats all silently file out, except for Ma. Timon sighs. Scene switch to the rock outside, where Timon is hunched; Ma emerges from the hole and approaches him.}

Ma: Ohh. Aw, sweetie.

Timon: I'm never gonna fit in here. Nobody even likes me.

Ma: Sure they do, honey. Sure they do!

Timon: Besides you, Ma.

Ma: Uh, besides me? Um, there's, uh...

Timon: I have to find my place; but it isn't here.

Ma: Yes it is. We just haven't found it yet. But we will... {She combs his hair again} Oh, here's an idea. You can run a trail—

Timon: {impatient} Stop with the hair already. My place is out there, Ma. Oh, I may not know exactly where or how far, but I gotta go!

Ma: {desperate to try one last idea} No, wait, wait, wait. I know. If we just...

Timon: {pointed} Ma.

Ma: {pauses, then acquiesces} Well, I hope you find what you're looking for, honey.

{Music turns sweet as Timon comes back to embrace her.}

Ma: Ooh. Ooh, I love you. Mmm!

Timon: I love you, Ma.

{Ma keeps hugging him, tighter and tighter until we start to hear crunching sound effects.}

Ma: Oh, Timmy. My Timmy. Mmm-mmm...

Timon: {strained, muffled} Mom... choking... not breathing...

Ma: Ooh. Mmm. Mmm-mmm.

Timon: {aside} And people wonder why I have issues.

{The embrace finally ends.}

Timon: {reassuring} I'll be okay!

Ma: Oh, I know you will! {wistful} You will.

{Ma slowly lets go of Timon's hands. Timon turns away, then begins striding purposefully away into the sunset as traveling music ("Timon's Traveling Theme") begins.}

Ma: {calling after him} Be careful!

Timon: I will!

{Timon marches on a bit further.} Ma: Don't talk to strangers!

Timon: I know, Ma!

{Timon marches a bit more}

Ma: Remember, wash behind your ears!

{The music slows; Timon turns impatiently.}

Timon: Ma, I'm not a kid any more!

{He resumes marching.}

Ma: Never go swimming without a buddy!

Timon: Got it!

Ma: {almost inaudible} Send us a message— {indistinct}

Timon: {exasperated} Oy! {He turns back and shouts at the top of his lungs} What?!

Ma: I said, send us a message!

Timon: What?!

Ma: I said, send us a—

Timon: {turns back to his path, waves her off} Good-bye, Ma!

{Timon sets off in earnest as African music plays triumphantly. He reaches the open grasslands.}