[The scene transitions to Pride Rock at night. Simba lies asleep in the den, twitching restlessly.]

Simba:*grunts*

[In Simba's dream, he is at the gorge.]

Mufasa:[from offscreen] Simba! Simba! [Simba runs to the edge of the gorge. Below him, Mufasa clings to the side of the cliff, with wildebeests stampeding far below him.] Help me!

Simba:Father!

Scar:[from offscreen] *cackles* [Simba reaches down to help Mufasa. He looks behind him to see Scar slinking toward him.]

Simba:No! [Simba turns back and stretches toward Mufasa.] Dad! [Mufasa reaches for Simba's paw.] Just a little farther! [Mufasa's and Simba's paws nearly touch.]

Scar:[from offscreen] Gotcha!

Simba:*cries out* [Simba turns to see that Scar is gripping him with unsheathed claws.]

Scar:Trust me.

Mufasa:[Mufasa slips down toward the stampede.] Simba!

Simba:[Mufasa falls into the stampede.] No! [Simba rounds on Scar angrily.] Scar...

Scar:*cackles* [Scar morphs into Kovu. The scar on his left eye remains.]

Kovu:*cackles*

Simba:*gasps* Kovu?

Kovu:[Kovu heaves Simba into the stampede.] Ha!

Simba:[Simba falls.] No! [Simba jerks awake.] *gasps* [Simba looks around in a panic.] *pants* [Simba calms as he sees the stars outside and Nala,and Daniel Tigersleeping peacefully beside him. He lowers his head and closes his eyes.]

[The scene transitions to Pride Rock in the morning. Simba emerges from the den, stretches, and shakes his mane. He leaves Pride Rock, crosses the savanna, and stops to drink from a watering hole. Behind him, Kovu hides in the shadow of a large rock.]

Kovu:[Kovu crouches and flexes his claws.] *growls* [Kiara steps in front of Kovu, who starts.] *gasps*

Kiara:Good morning! [Kovu backs away.] *laughs* [Kiara hops around Kovu playfully.] I'm ready for my first lesson! Surprised ya, huh? [Kovu looks back at the watering hole to see that Simba is gone.] Hey, come on! Let's go! [Kiara walks off.]

Kovu:[Kovu watches Kiara go. He glares back at the watering hole.] *growls* [Head bowed, Kovu follows Kiara.]

[The scene transitions to the open savanna in the afternoon. Kovu lies in an open patch of dirt. Behind him, something moves through the grass, making the stalks wave.]

Kiara:[from the grass] Ow! Ow!

Kovu:[Kovu rolls his eyes.] *sighs* Three...two...one.

Kiara:[Kiara pounces at Kovu, who ducks.] Gotcha! [Kiara rolls in the dirt and lands on her back.] *grunts* [Kovu walks until he is standing over Kiara. She grins up at him sheepishly.] You could hear me, huh?

Kovu:Only a lot. [Kovu moves off. Kiara stands.] You're still breathing too hard. [Kovu smiles.] Relax. [Kovu flexes his claws in the dirt.] Feel the earth under your paws, so it doesn't shift and make noise. [Kiara mimics Kovu.]

Birds:*caws*

Kovu:[Kovu looks up at a nearby hill, where birds are flocking.] *gasps* [Kovu crouches.] Shh. Watch the master...and learn. [Kovu stalks toward the hill, wiggles his haunches, and races up the hill. He leaps.] *roars*

Timon:[Timon, who is eating a grub, turns around in time to see Kovu lunging at him. He spits out the grub.] *screams* [Timon falls onto his back in-between Kovu's extended paws. He waves his arms appealingly.] Don't eat me! [Kovu stares down at Timon in confusion.] Please! I-I-I never really met your tyrant. I mean, uh, Scar. Scar. Oh, heck of a guy. [Timon scoots away from Kovu.] A little moody, but–

Daniel Tiger:Timon are you alright?

Kiara:from offscreen] Timon, [Kovu stands. Kiara approaches from behind him.] What are you and Daniel Tiger doing here?

Timon:Kiara! Thank goodness! Oh... Hey, for once, we're not followin' ya. [Timon gestures behind him.] This just happens to be the best smorgasbord in the Pride Lands! [Kovu and Kiara survey a grassy area, where birds are pulling worms out of the ground.] Bugs everywhere! But, you don't call for a reservation, and, [Timon throws up his arms.] yeesh! [Timon marches toward the birds.] Get outta here, ya scavengers! Go on! [Timon makes shooing motions at a nearby bird.] Shoo! Shoo! [The bird swallows its worm, then pecks Timon in the nose.] Ow! [Timon's nose pulses red.] *whimpers* [Timon covers his nose.] Oh…

Daniel Tiger: Aj and I are helped Timon and Pumhaa out.

Pumbaa:[Pumbaa charges through a cluster of birds. They briefly fly into the air to let him pass, then land again.] *yells* [Pumbaa switches directions and charges again. The birds briefly fly into the air to let him pass, then land again.] *yells*

Kiara:[Kovu looks at Kiara in confusion.] *chuckles*

Pumbaa:[from offscreen] Oh, Timon, [Many birds perch atop Pumbaa's back.] I'm gettin' tired. I gotta lose some pounds.

Timon:[Timon climbs onto Pumbaa's snout and shoos away the birds.] Shoo! Go on! Shoo! Shoo!

Kiara:[Kovu and Kiara stride toward Timon,Daniel Tiger,AJ,and Pumbaa.] *laughs*

Pumbaa:Hey, maybe [Pumbaa jerks his head at Kovu.] he could help! [Pumbaa looks expectantly at Timon, who is standing on his back.] D'ya think?

Timon:[Timon shoos away the last two birds, who are on Pumbaa's tail.] Shoo! [to Pumbaa] Oh, yeah, there's an idea. [Timon leans one elbow against Pumbaa's face.] Right. Let the vicious Outsider... [Timon straightens, grinning.] Hey, wait! [Timon points triumphantly at the sky.] I have an idea! [Timon hops to the ground and gestures to Kovu.] What if he helps?

Pumbaa:What?

Timon:[Timon gestures to the field behind him.] You wanna lend a voice? Huh? [Timon mimics roaring.] Grr. Grr. [Timon spreads his arms wide.] Roar! Work with me!

Kovu:[Kovu looks questioningly at Kiara.] Huh?

Kiara:Like this. *roars* [Several birds fly away.]

Timon:[Timon jumps into the air.] Woo-hoo! [Timon hops on Pumbaa's back, and the two race away.] Come on, do it again! Do it again!

Kovu:*roars* [More birds scatter.]

Timon:[Timon and Pumbaa run through the fleeing birds.] Yeehaw! *blows a raspberry*

Kovu:[Kovu,Daniel Tiger,Aj,and Kiara run after Timon and Pumbaa.] Why are we doing this? What's the point of this training?

Kiara:laughs* Training? This is just for fun! [Kovu,Daniel Tiger,Aj,and Kiara run across the field, causing more birds to take flight.] *laughs*

Kovu:Fun?

Kiara:*laughs*

Timon:Timon and Pumbaa run past Kovu,Daniel Tiger,Aj, and Kiara.] Yeesh. [Timon catches onto a bird's legs and gets lifted into the air.] Kid, ya gotta get out more often. Fun! Yeehaw!

Timon and Pumbaa:*laughs*

Kovu:

[hesitantly] Yeehaw! [more confidently] Yeehaw!

Kiara, Kovu,Daniel Tiger,AJ, Pumbaa, and Timon:[Kovu Daniel Tiger, Kiara catch up to Timon and Pumbaa. The six continue to run, scattering birds. They enter a small canyon.] *laughs*

Kiara:Whoa, whoa, whoa! [enthusiastically] Yeehaw!

Kiara, Kovu,Daniel Tiger,AJ, Pumbaa, and Timon:[Kiara, Kovu,Daniel Tiger,AJ,Timon, and Pumbaa continue to race through the canyon.] *laughs* [Kiara, Kovu, Timon, and Pumbaa look up and notice a herd of rhinoceroses in their path. The birds have alighted on the rhinoceroses' backs. The friends screech to a halt.] *screams* [As Pumbaa stops, the momentum flings Timon forward, and he slaps against a rhinoceros' horn.]

Pumbaa:Uh…

Kiara:Uh-oh.

Birds:*blows a raspberry*

Rhinoceroses:*snorts angrily*

Kiara, Kovu,Daniel Tiger,AJ, Pumbaa, and Timon:*screams*[Kiara, Kovu,Daniel Tiger,AJ,Timon, and Pumbaa turn and run away. The rhinoceroses stampede after them.]

AJ: Run!

Kiara:[Kiara rounds a corner.] Whoa!

Kovu:[Kovu rounds the corner.] Whoa!

Timon:

[Timon,Daniel Tiger,AJ,and Pumbaa round the corner.] Hey, rhino!

Rhinoceroses:[The rhinoceroses round the corner and thunder out of the canyon.] *grunts

Kovu and Kiara:After the rhinoceroses leave, Kiara, Kovu,Daniel Tiger,AJ,Timon, and Pumbaa are seen wedged in a crevice in the wall.] *laughs*

Kovu:What a blast!

Pumbaa:Oh. Sorry.

Kiara, Kovu,Daniel Tiger,Aj, and Timon:*laughs*

Timon:[Timon gives Kovu a noogie.] You're okay, kid.

Daniel Tiger: You are so bad after all.

Kovu:[annoyed] Hey!

Timon:You're okay.

Kovu:[Kovu smiles.] *sighs*

Timon:[Kiara, Kovu,Daniel Tiger,Aj,Timon, and Pumbaa struggle to get out of the crevice.] Excuse me. Pardon me. Pardon me. That's it, that's it, that's it!

Pumbaa:*grunts*

Kovu and Kiara:[In the struggle, Kovu and Kiara accidentally brush muzzles. They pull apart, smiling sheepishly.] *chuckles nervously*

Kiara:Um, s-sorry.

Kiara:[Kovu and Kiara squeeze out of the crevice after Timon,Daniel Tiger,AJ,and Pumbaa.] *giggles*

Kovu:*chuckles* [Kovu and Kiara stand next to each other.] *clears his throat*

Kiara:*giggles*

Timon:Timon and Pumbaa stand at the mouth of the canyon.] Hey! [Timon puts his hands on his hips.] Are you all comin' or what?

Daniel Tiger: We Come Timon.

Kiara:*giggles*

Kovu:*chuckles* [Kovu,Daniel Tiger,AJ and Kiara stride after Timon and Pumbaa.]

[The scene transitions to the open savanna at night. Kovu,Daniel Tiger,AJand Kiara lie on their backs, stargazing.]

Kovu:Didja see that? Didja see that?

Kiara:What?

Kovu:*chuckles* Oh, wow. [Kovu points at the sky.] Look at that!

Kiara:What?

Kiara:Oh, yeah! *laughs* You're right. [Kiara points at the sky.] Oh, look. There's one that looks like a baby rabbit. [The stars above form the shape of a rabbit.] See the fluffy tail?

Aj: I love rabbits, they are so cute.

Kovu:Yeah... Hey! [Kovu points at the sky.] There's one that looks like two lions killing each other for a scrap of meat! [The stars form the shape of two lions on their hind legs.] *laughs* [Kiara flashes Kovu a concerned look. He doesn't notice.] Ah, I've never done this before.

Kiara:Really? My father and I used to do this all the time. He says all the Great Kings of the Past are up there. Hm.

Daniel TIger: Hey Aj heve your parent told you the Great Kings of the Past?

AJ: Yes They Did Told me about them.

Kovu:o you think Scar's up there? [Kiara,and Daniel Tigerlooks pointedly at Kovu. After a moment, he stands and walks away. She sits up in concern. He sits at a distance from her, his shoulders hunched.] He wasn't my father, but he was still...part of me.

Kiara:[Kiara stands and strides toward Kovu.] My father said there was a...a darkness in Scar that he couldn't escape. [Kiara sits next to Kovu.]

Kovu:Maybe there's a darkness in me, too.

Kiara:[Kiara touches one of Kovu's forelegs, then nuzzles him.] *purrs* [After a moment, Kovu nuzzles Kiara back.]

Simba:On a nearby hill, Simba surveys Kovu,Daniel Tiger,Aj,and Kiara. He looks up at the stars.] Father, I am lost. Kovu is one of them. [Simba bows his head.] Scar's heir. [Simba looks up at the stars.] How can I accept him?

Nala:[from offscreen] Simba? [Nala, and Daniel Tiger's parents and Sister trides toward Simba, then sits next to him.]

Simba:I was seeking counsel from the Great Kings.

Mom Tiger:Did they help?

Simba:*sighs* [Simba looks up at the stars.] Silent as stars. My father would never–

[Nala nudges Simba.]

Dad Tiger:Oh, my Simba. You want so much to walk the path expected of you. Perhaps Kovu does not.

Simba:[Simba's eyes widen.] What? [Simba turns to Nala and Daniel Tiger's parents and Sister.]How do you know what–

Nala:*chuckles* I can see them down there just as easily as you can. Get to know him and see. [Nala,Daniel Tiger's parents and Sister turns and strides away. After a moment, Simba follows them.]

[Kovu and Kiara continue to nuzzle.]

Kovu:[Kovu pulls away from Kiara abruptly.] *clears his throat*

Daniel Tiger:What's wrong?

Kovu:[Kovu strides away, then sits at a distance from Kiara,Daniel Tiger, and Aj.] Nothing.

Kiara:[Kiara approaches.] Kovu…

Kovu:[Kovu looks back at Kiara,Daniel Tiger, and Aj. He starts to walk toward them.] It's just that, my whole life, I've been trained to– [Kovu bows his head.] *sighs* Nothing. [Kovu walks away.] I gotta go.

Kiara:[softly] Kovu, wait.

[Kovu hesitates, looking back at Kiara,Daniel Tiger, and Aj. They stares at him imploringly. After a moment, he keeps walking, only to be halted by a hand that emerges from the grass and pokes him in the nose.]

Rafiki:And where are you going?

Kovu:[confused] Nuh... Nowhere.

Rafiki:[Rafiki pops out of the grass.] Ha! That's what [Rafiki points at Kovu.] you think. [Rafiki ducks back into the grass. Kovu bends down to look for him.] *laughs* [The grass stalks wave behind Kovu as Rafiki races away. Kiara,Daniel Tiger, and Aj watches him go.]

Kovu:[Kovu looks over one shoulder.] Who was that?

Kiara:[apologetically] Uh... [Kiara sidles up to Kovu.] Friend of the family.

Daniel Tiger: Hey Aj Did you know Rafiki?

Aj:Of course I know him, Daniel Tiger.

Rafiki:*hums* [Kovu turns around to see Rafiki lounging on his back and playing with his tail. Rafiki points.] Come on! [Rafiki hops off Kovu's back.] You follow old Rafiki; [Rafiki tugs on Kovu's tail.] he knows the way! [Rafiki races away. Kovu glares after him.] *laughs*

Kovu:Way to where?

Rafiki:[Rafiki stands on a tall cliff above Kovu,Daniel Tiger,Aj, and Kiara, holding a vine.] *laughs* [shouting] You follow! You see! [Kovu,Daniel Tiger,Aj,Kiara exchange mystified glances. Rafiki swings away on the vine.] Hurry, now!

Kiara:[Kiara pelts after Rafiki.] Kovu, come on! [Kovu follows Kiara,Daniel Tiger, and Aj.

tare in confusion. Before them is a jungle with a waterfall.]

Rafiki:[from offscreen] Oh, to a special place in your heart [Kovu and Kiara look around.] called [Rafiki hangs down and angles Kovu's and Kiara's heads toward one another.] Upendi! [Rafiki nudges Kovu's and Kiara's noses together. They smile.] *cackles* [Rafiki stands atop a leaf chair that is floating down a river. Kovu and Kiara sit below him. The chair bobs toward a waterfall. In the sky, a crescent moon appears.] There's a place where the crazy moon [Several monkeys sing in trees.] makes the monkeys sing [Two baboons kiss, then hang on a vine from their tails.] and the baboons swoon [One of the baboons picks a flower and hands it to Rafiki as the chair floats by below him.] and the sultry scent of the lotus bloom [Rafiki gives the flower to Kiara, who holds it up for Kovu to sniff.] will carry you away. [Kovu sniffs the flower, then sneezes. Rafiki points to several hippos, who are hanging from jungle vines.] While the hippos swing from the jungle vines and [Several rhinos dance by in a conga line.] the rhinos rhumba in a conga line, [Several flamginos stand with their heads together, then fall to the ground. Stars appear over their heads.] all the pink flamingos are intertwined [Rafiki gathers the stars in his arms.] as the stars come out to play. [Rafiki tosses the stars into the sky.] Ooh!

Rafiki and Chorus: [Many animals dance together on a grassy plain.] In Upendi!

Rafiki: [Rafiki catches two fruits that fall into his hands.] Where the passion fruit grows sweet! [Rafiki hops onto Kovu,Kiara,Daniel Tiger,and Aj's chair. He feeds Kiara one of the fruits.] And it's so divine [Rafiki offers the other fruit to Kovu, who holds up a paw in refusal.] that you lose your mind [Rafiki tosses the fruit away.] as it sweeps you off your feet.

Rafiki and Chorus: [The chair floats down the river, coming upon more animals on the shore.] In Upendi!

Rafiki: [Rafiki grabs a nearby stick and uses it to guide the chair down the river. It slides down a small waterfall.] Without a worry or a care. [Rafiki tosses the stick away. He grabs a nearby pink leaf that is shaped like a heart.] It just takes two to make it true. [Rafiki forces the leaf over Kovu's head, like it's a heart-shaped mane.] Your heart will lead you there.

Kiara:*laughs* [Kovu tugs the leaf off his head. Kiara grins up at Rafiki.] Where is it?

Rafiki:[Rafiki covers Kiara's eyes with one hand. With his other hand, he cleans out her ear.] No place you don't take with you.

Kiara:*laughs*

Rafiki: [The chair falls over a waterfall, throwing Kovu,Daniel Tiger,Aj The chair falls over a waterfall, throwing Kovu,Daniel Tiger,Aj,and Kiara land in a bucket full of water.] Better hold your breath 'cause the water's deep. [Rafiki pulls a lever next to the bucket, which opens and deposits Kovu,Daniel Tiger,Ajand Kiara.] It's a long way down over lovers' leap, [Rafiki floats down on a leaf, holding an arrow. He tosses the leaf and arrow away as he falls.] but falling's half the fun!

Kovu and Kiara:[Kovu,Daniel Tiger,Aj and Kiara fall back onto the chair in the river.] *laughs*

Rafiki and Chorus: In Upendi!

Rafiki: [Rafiki kicks one of the fruits onto a field of butterflies, behind which several animals dance in a conga line. The butterflies flit into the air.] Without a worry or a care. It just takes two [Rafiki nudges Kovu's and Kiara's noses together. They smile.] to make it true. [Rafiki drifts downward on a leaf.] Your heart will take you there. [Rafiki leads a conga line of animals, each of which is holding a miniature bush.] You can beat the bush [The animals toss down their bushes and each put a hand to their eyes, as if looking at something from afar.] like there's no tomorrow, [Rafiki hops onto the top of Mount Kilimanjaro.] from Tanganyika to Kilimanjaro, but you'll find Upendi [Rafiki opens the peak of Mount Kilimanjaro like it's a hatch, and butterflies flood out.] wherever you are. [Rafiki pulls down an orange cloth that becomes a sunset.] Oh, underneath the sun.

Kiara:[Kovu,Daniel Tiger,Aj, and Kiara continue to drift downriver on the leaf.] Upendi. It means love, doesn't it?

Rafiki:[Rafiki spreads his arms wide. Behind him, hearts pulse from the setting sun.] Welcome to Upendi!

Rafiki and Chorus: [A waterspout lifts Kovu,Daniel Tiger,Aj, and Kiara's leaf. Below them, several animals dance by in a conga line.] In Upendi!

Rafiki: Where the passion fruit grows sweet. [Rafiki, who is standing in a tree, tosses fruits into the mouths of two rhinoceroses at the front of the conga line. They eat the fruits and jump into a nearby river.] And it's so divine that you lose your mind [Rafiki repeats the process with a zebra couple.] as it sweeps you off your feet.

Rafiki and Chorus: [Kovu,Daniel Tiger,Aj,and Kiara join the back of the conga line.] Without a worry or a care. [Kovu,Daniel Tiger,Aj,and Kiara eat the fruits Rafiki tosses them, then jump into the river.] It just takes two to make it true. [Kovu and Kiara float down the river on their backs.] Your heart [Kovu,Daniel,Aj and Kiara go over a cliff, but a heart-shaped parachute sprouts from their backs.] will take you there. [Kovu and Kiara drift together. Rafiki floats by on a cloud.]

Kiara: Upendi.

Chorus: [Other animal couples float by Kovu,Daniel Tiger,Aj, and Kiara.] Down in Upendi. Way down...

Kiara and Chorus: In Upendi.

Chorus: Down...

Kiara and Chorus: In Upendi.

Chorus: Way down...

Kiara and Chorus: In Upendi.

Chorus: [The animal couples, Kovu,Daniel Tiger,Aj, and Kiara, and Rafiki begin to float toward one another.] Down...

Kiara and Chorus: In Upendi.

Chorus: [The floating animals form a pattern in the sky that becomes stars.] Way down in Upendi. Down...

Kovu,Daniel Tiger,Aj,and Kiara:*laughs* [singing] In Upendi...

Kovu:*laughs* [singing] In Upendi... [Kovu Daniel Tiger,Aj, and Kiara walk side-by-side toward Pride Rock. Their haunches wriggle to the beat of the song.] In Upendi...

Kovu,Daniel Tiger,Aj,and Kiara:*chuckles*

Kovu:[Outside the den entrance, Kovu and Kiara pause. They nuzzle.] Good night.

Kiara:Good night. [Kovu,Daniel Tiger,Aj,and Kiara look at the den entrance, then at Kovu's rock on the promontory. Kiara walks into the den, while Kovu moves toward his rock. Before entering the den, Kiara looks over one shoulder at Kovu, clearly smitten.] *sighs*

[Simba watches Kiara,Daniel Tiger,and Ajenter the den. He turns and looks on as Kovu settles down beside his rock. With a perplexed look, he glances from Kovu to the den. Slowly, a smile spreads across his face. Kovu, who is lying down, looks up in concern as Simba approaches him.]

Simba:It's kinda cold tonight, huh? Come on in. [Simba walks toward the den. With a grateful smile, Kovu follows him.]

Vitani:[From below Pride Rock, Vitani watches Kovu follow Simba toward the den.] *pants excitedly* Get him! [Kovu continues to follow Simba.] What are you waiting for? Kovu, get him! [Vitani crouches low. Kovu follows Simba into the den.] *snarls* [Vitani turns and races away.]

[The scene transitions. Vitani stands before Zira.]

Zira:*roars* [Zira juts her head at Vitani.] You're sure?

Vitani:Affirmative. I saw it with my own eyes.

Zira:No... [Zira turns and strides away from Vitani.] Kovu cannot betray us.