Camera switch from stars to Hyena cave. As we move into the cave, we first hear Banzai's voice and eventually see Banzai and Ed together with Shenzi to the side.}

Banzai: {Talking negatively} Man, that lousy Mufasa. I won't be able to sit for a week. {We notice numerous scratches on Banzai's rear}

Ed: {Inappropriate laughing}

Banzai: It's not funny, Ed.

Ed: {Tries to stop laughing, but bursts out worse}

Banzai: {Impolitely} Hey, shut up.

Ed: {Can't stop cackling}

{Banzai tackles Ed; they start fighting.}

Shenzi: Will you knock it off?

{Banzai stops. Ed continues, biting himself in the leg.}

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 runnin' the joint.

Banzai: {Negatively} Man, I hate lions.

Shenzi: So pushy.

Banzai: And hairy.

Shenzi: And stinky.

Banzai: And man, are they

Shenzi and Banzai: ugly? {laughter}

Scar: {From his perch we saw in the hyena chase} Oh, surely we lions are not all that bad.

Banzai: Oh. {relieved from the surprise} Oh, Scar, it's just you.

Shenzi: We were afraid it was somebody 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} Ooh, do it again.

Banzai: Mufasa.

Shenzi: Ooh.

Banzai: Mufasa, Mufasa, Mufasa.

Shenzi: {Builds up hysterical laughter} Ooh, it tingles me.

Scar: {Negatively} I'm surrounded by idiots.

Banzai: Not you, Scar; I mean, you're one of us. I mean, you're our pal.

Scar: {Sarcastically} Charmed.

Shenzi: Oh, I like that. He's not king, but he's still so proper.

Banzai: Yeah. 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 haunch and becomes most displeased with their failure to kill Simba and Nala.} I practically gift-wrapped those cubs for you. {Drops leg to Hyenas} And you couldn't even dispose of them. {Intro fade-in on Be Prepared}

Shenzi: {Impolitely chewing with full mouth} Well, ya know. It wasn't exactly like they was alone, Scar.

Banzai: {Also impolitely chewing with full mouth} Yeah. What are we supposed to do- {swallow} kill Mufasa?

Scar: Precisely.

{The three hyenas pause from eating and look up at Scar questioningly.}

{Three-top flutter to coincide with Scar's leaps down to the Hyenas.}

{Scar walks calmly through sheets of flame and gas into the camera over the opening bit of the song}

{Scar paces slowly around Ed, who is chewing on the remnants of the zebra leg}

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

{On 'Pay attention', Scar angrily swats the bone away; Ed comes to abrupt attention}

{Waving his paw in front of Ed's blank eyes to make his point; Ed's tongue lolls out}

Scar: But we're talking kings and successions,

Even you can't be caught unawares!

{Shenzi and Banzai are laughing on a ledge behind him; on "you," Scar turns and leaps at them, throwing them backward onto a pair of geysers, which then erupt, throwing the two hyenas into the air.}

{In the next verse, Scar is strutting theatrically along a ledge which runs around back to the floor.}

Scar: 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: {Grabbing Shenzi's cheek} Just listen to teacher

{Shenzi rubs her cheek, which is now bruised red}

Scar: I know it sounds sordid

But you'll be rewarded

When at last I am given my dues

And injustice deliciously squared

Be prepared

{Scar leaps up beside Ed, who is again chewing on the bone, and here kicks him off the ledge}

{The three hyenas land in a pile of bones and are submerged; they reappear, each with a different horned skull on his head.}

{Spoken}

Banzai: Yeah, Be prepared. Yeah-heh... we'll be prepared, heh. ...For what?

Scar: For the death of the king.

Banzai: Why? Is he sick?

{Scar grabs Banzai by the throat}

Scar: No, fool - we're going to kill him. Simba too and add Daniel Tiger to that.

{Dropping Banzai back onto the floor}

Shenzi: Great idea! Who needs a king?

Shenzi (and then Banzai): {Sing-song voices, dancing around Banzai} No king! No king! la-la-la-la-laa-laa!

Scar: Idiots! There will be a king!

Banzai: Hey, but you said, uh...

Scar: I will be king! ...Stick with me {triumphant, toothy grin}, and you'll never go hungry again!

Shenzi and Banzai: Yaay! All right! 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}

{Scar's army of hyenas is goose-stepping across the floor of the cave, now stylized into a Nazi-esque quadrangle}

Hyenas: {In tight, crisp phrasing and diction}

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}

Scar: The future is littered with prizes

And though I'm the main addressee

The point that I must emphasize is

You won't get a sniff without me!

{Leaps off his rock throne to single out one hapless hyena; that hyena slips and falls into a fiery crevice}

{Throughout the next verse, the entire horde of hyenas joins in dancing boisterously, leaping along the tops of rock pillars, shaking animal skeletons in the light, one playing a rib cage/xylophone.}

{The paranthetical parts are the hyenas' counterpoint singing}

Scar (& Hyenas): So prepare for the coup of the century

(Oooh!)

Be prepared for the murkiest scam

(Oooh... La! La! La!) {rear ends punctuating}

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

(Oo-oo-oo-oo-oo-oo-oo)

Be prepared!

All (Even Ed): Yes, our teeth and ambitions are bared -

Be prepaaaaaaaaaared!

{Close with a fill-in and a fade-out. Scar and the hyenas are laughing evilly. Drum roll rises to a crash coinciding with the panoramic opening of the next scene.}

Camera switch to a view of a large canyon. Cloud shadows scroll slowly over the landscape.}

Scar: Now you and Daniel Tiger wait here. Your father has a marvelous surprise for you both.

{Camera switch to bottom of the gully. Scar and Simba Daniel Tiger are near a rock, underneath a small tree.}

Simba: Oooh. What is it?

Daniel Tiger:Surprise i love surprise.

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

Simba: If you tell us we'll still act surprised.

Scar: Ho ho ho. 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.

Daniel Tiger: You right Scar i have relationship with my dad

{Through Simba's expression, we see that he resents Scar's dismissive attitude, but soon shrugs it off.}

Scar: Well! I'd better go get him.

Simba:We'll go with you.

Scar: {Rowdy, snapping tone} No. {regaining composure} Heh heh heh. No. Just stay on this rock. You and Daniel Tiger wouldn't want to end up in another mess like you did with the hyenas...

Simba: {Shocked} You know about that?

Daniel Tiger: How do you Know about that Scar?

Scar: Simba, Daniel Tiger,everybody knows about that.

Simba: {Meek and embarrassed} Really?

Scar: Oh, yes. Lucky daddy was there to save you and Daniel Tiger, eh? {clearly enjoying himself; he puts a paw on Simba's and Daniel Tiger's shoulder} Oh... and just between us, you might want to work on that little roar of yours. Hmm?

{Scar starts to pull away}

Simba: Oh, okay.

Daniel Tiger: If you say so Scar.

{Scar pats Simba and Daniel Tiger roughly on the head, then moves off.}

Simba: Hey, Uncle Scar, will I like the surprise?

Daniel Tiger:Yeah what kind of surprise it?

Scar: {Turning back over his shoulder} Simba,Daniel Tiger,it's to DIE for. (Literally.)

{The camera slowly pans up the side of the gorge away from Scar and Simba and Daniel Tiger. After a distance of rock, we reach the edge and view on the plain a very large herd of wildebeest; the size of the herd comes across with a striking computer-generated parallax pan. The camera then focuses in on the hyenas (Shenzi, Banzai, and Ed), who are waiting off of the edge of the herd, hidden under a rock arch.}

Banzai: {Stomach growls}

Shenzi: {Aggravated} Shut up.

Banzai: I can't help it. I'm so hungry... {jumping up} I gotta have a wildebeest!

Shenzi: Stay put.

Banzai: Well... 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... {making an evil, almost humorous face} Let's go.

{Camera switch back to Simba and Daniel Tiger}

Simba: "Little roar". Puh!

{A lizard walks past Simba. He growls at it.}

Simba: Merow!

{The lizard has no reaction to this first attempt. Simba then jumps down and tries again.}

Simba: Merrooow-h!

{For the third attempt, Simba moves closer again and inhales deeply.}

Simba: MEROOOW!

Daniel Tiger: Nice roar Simba.

{The lizard skitters off screen. Simba's roar echoes around the canyon. Shot of Simba lifting his ears to relish the echo. The echo is soon eclipsed, however, by a low rumble. Simba and Daniel Tiger looks down to where tiny stones are pattering at their paws. They looks up uncertainly. A herd of wildebeests stampedes into the gorge. Simba's expression turns to horror.]

Daniel Tiger:Run!

{Daniel Tiger and Simba runs away cut to the rim of the gorge, where the Hyenas are seen chasing the wildebeest herd, nipping at their heels to drive them over the edge Meanwhile, Simba and Daniel Tiger continues to run, with the herd steadily catching up. Camera switch to Mufasa and Zazu a short distance from the canyon.}

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. Daniel Tiger,and Simba's down there!

Mufasa: Simba?

(Camera switch to Simba and Daniel Tiger Daniel Tiger Found Safe place but Simba still run as He is running and climbs up a dead tree. Zazu flies ahead of Mufasa and Scar, down into the canyon. He spots Simba.)

Simba: {Clinging precariously to a tree} 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 flies back to Mufasa and points out where Simba is.}

Zazu: There! There! On that tree!

Mufasa: Hold on, Simba!

{In the gully, a wildebeest rams the tree Simba's on, nearly breaking it.}

Simba: Ahhhh!

{Mufasa runs out into the herd, joining the stampede.}

Zazu: Oh Scar, this is awful. What will we do? What will we do? Hah ... I'll go back for help, that's what I'll do, I'll go back for he-oomph!

{Scar backhands Zazu into a rock wall, knocking him unconscious. Scar then follows Mufasa's progress from the lip of the gorge, his shadow cast mysteriously from the bottom of the gully {!}. Mufasa runs with the herd till slightly past the tree. He whips around the front of some wildebeest and runs into the herd towards Simba's tree. He gets rammed head-first once, throwing him to the ground. A wildebeest hits 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, but is immediately struck by a wildebeest and carried off into the stampede.}

Simba: DAD!

[Mufasa falls among the wildebeests. Simba searches the stampede with increasing distress.]

Mufasa:

[Mufasa leaps out of the stampede and latches on to the edge of the gorge.] *roars* [Simba watches with relief. Mufasa begins to scale the side of the gorge, with Simba watching anxiously from his ledge. As Mufasa continues to climb, Simba turns and clambers up the side of the gorge. Mufasa clings to the edge of the gorge for dear life.] Scar! [Scar glares down at Mufasa from the top of the gorge. Mufasa slips and barely manages to hold on.] Brother, help me! [Mufasa's paws scrabble for purchase, kicking bits of rock into the stampede below. Scar glares a moment longer, then rears forward, digging his claws into Mufasa's paws.] *roars*

Scar:

[Scar leans in, grinning evilly.] Long live the king.

Mufasa:

[Mufasa's face darkens with horror. Scar heaves Mufasa into the stampede. Mufasa falls, flailing.] *screams*

Simba:

[From atop the gorge, Simba witnesses Mufasa's fall.] No! [Simba climbs down to the bottom of the gorge as the last of the wildebeests disappear into the dust.]

Daniel Tiger: that was close I hope Simba is ok let's see.

[Daniel Tiger climbs down to the bottom of the gorge make sure that Simba is all right]

(Meanwhile Simba bounds to the canyon floor. Mufasa is nowhere to be seen.)

Simba: {Cough} Dad!

[Simba searches the gorge. The sound of shifting rock catches his attention.]

Simba: (Quietly) Dad?

{We see a stray wildebeest run past. The wildebeest curves around a log further down the gully. Under the log is Mufasa, laying on his side. He's not moving or breathing. Simba approaches the body. Sad musical theme. Again we notice how small Simba really is.}

Simba: {Hopefully} Dad? ...Dad, come on. {He rubs up against Mufasa's cheek. The head merely rolls back in place after the rub} You gotta get up. {He places both forepaws on his father's cheek and pushes} 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 very scared.} HEEEEELP! Somebody! {His voice reverberates hollowly off the sides of the gorge.} Anybody... help.

{He cries. Simba turns back to the body. He nuzzles up under the limp paw so that his father is embracing him. Pause for effect.}

(Daniel Tiger Found Simba)

Daniel Tiger:Simba are you ok I was worried.

(Daniel Tiger see Simba lay his father body

Daniel Tiger:Simba what happened?

(Scar appear)

Simba: {Jumps back, crying} There were wildebeests and he tried to save me... it was an accident, I... I didn't mean for it to happen.

Daniel Tiger: Oh Simba, I am so sorry

Scar: {Embracing Simba, yet still distant} Of course, of course you didn't. No one... ever means {pulls Simba closer; Simba hides his face on Scar's foreleg} for these things to happen. ...But the king IS dead. {looking with mock regret at Simba) And if it weren't for you, he'd still be alive. {Simba is crushed, believing his guilt. Another thought "occurs" to Scar.} Oh! What will your mother think?

Simba: {Sniffing} What am I gonna do?

Scar: Run away, Simba and take Daniel Tiger with you Run. Run away, and never return.

{Simba runs off blindly, obviously broken and Daniel Tiger follows himSlight pause, for the audience to catch its emotional breath. Music ends. The three hyenas appear behind Scar.}

Scar: Kill them

{The hyenas take off after them Simba and Daniel Tiger pause at a dead-end in the gorge)

Daniel Tiger: Ah Simba.

[Simba and Daniel Tiger looks behind them to see that Shenzi, Banzai, and Ed are advancing on them]

Daniel Tiger: Run Simba Run!

(Simba and Daniel runs away Simba and Daniel Tiger slips through a crack in the walls)

[Banzai nearly claws Simba and Daniel Tiger from behind.]

(They reach the lip only to see a sheer drop on the other side. Having no choice they jumps and tumbles down into a patch of briars below. The hyenas pursue the entire way. When they are running down towards the briars, Banzai sees them and recoils.}

Banzai: Whoa!

{After skidding extensively, Banzai manages to stop just above the brambles. He heaves a sigh of relief. Then Shenzi and Ed run into him, propelling him into the bushes.}

Banzai: Yeow! {Jumping back out of the bushes}

{Shenzi and Ed are laughing}

Shenzi: {Seeing Simba and Daniel Tiger emerge from the far side of the briars into the desert} Hey- There they go! There they go!

Banzai: {Removing thorns} So go get them.

Shenzi: There ain't no way I'm going in there. What, you want me to come out there looking like you? Cactus Butt?

Banzai: {Spitting out thorns into Ed's laughing face; Ed lets out a small yelp of pain} We gotta finish the job.

Shenzi:Well, they're as good as dead out there anyway. And IF they come back, we'll kill them.

Banzai: (Shouting) Yeah! you hear that? If you ever come back, we'll kill ya!

("Kill ya" echoes off as we see Simba and Daniel Tiger still running into the desert. The Hyenas make their way off the cliffs back to the Pride Lands.)

Camera change to Scar addressing the lionesses Daniel Tiger's friends and family by the moon on Pride Rock.)

Scar: Mufasa's death was a terrible tragedy; but to lose Simba and Daniel Tiger, who had barely begun to live...

(Camera pans around the lionesses and Daniel Tiger's friends and family. Some of them, with Zazu, are comforting Sarabi, who bends her head in extreme pain. Nala is rubbing against her mother's paw, crying,Daniel Tiger's parent sister and friends 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 [Zazu gasps and looks up.] the dawning of a new era, [The lionesses and Daniel Tiger's friends and family gasp and look up. Scar bounds toward Pride Rock. Hyenas slink in among the lionesses.] in which lion and hyena come together [Scar begins to ascend Pride Rock.] in a great and glorious future!

[From all directions, hyenas stream toward Pride Rock.]

The scene transitions to Rafiki sitting sadly in his baobab tree. He sheds a tear and wipes it away. He swipes his hand across the painting of Simba and Daniel Tiger.