The son rises and shines upon the glorious Pride Rock: the home of pride. Inside the cavern exits the lioness Kiara, princess of the Pride Lands, followed by her father Simba. She runs to the edge of Pride Rock and takes in the warmth of the sunlight, then turns to her father.

NALA: You promised, father.

Simba smiles gently.

SIMBA: I know.

NALA: Okay, then I'm off.

With that, she runs off into the wild savannah in excitement. After she disappeared, Simba goes back into the cave where his two friends, Pumbaa and Timon, are waiting.

SIMBA: I'll leave her safety to you.

TIMON: Yeah! Yeah! As always. We've been babysitting her ever since she was born.

PUMBAA: All right, then! Let's get goin'!

They leave the cave together.

PUMBAA: Hey, Timon, up for a nice meal afterwards?

TIMON: Mmm… only if it involves Capacunnzas.

As they head toward Kiara's direction, Simba looks up from behind, worried for his daughter's safety.


Admist the ruins and bones of the Elephant Graveyard, Kiara is walking, disappointed by her hunting skills.

KIARA: Hm… I couldn't get a single prey. I guess it's not that easy after all.

Four beams of light appear from the sky and hit the ground one mile away from her. Being curious of what it might be, she runs towards the lights.

The lights have landed on a dead elephant's bones, as they fade away and form into Sarox, Marlene, Max and PJ, they are all in African animal forms: Sarox is a dark brown lion cub with a blue crowned necklace around his neck. His lion form is almost an exact duplicate of his father's lion form: Marlene is yellow lion cub with a red ribbon tied around her tail; PJ is in the form of a fat mandrill carrying his usual magic staff with him; Max is a yellow tortoise with the only recognizeable part being his head. They all take a moment to take in their new forms.

SAROX: Hey, check us out.

PJ: Hehe! We're animals.

MARLENE: Hey, Max! You look so funny when you're a turtle. Hi hi hi!

MAX: Oh, yeah? Well, you look like a mess when you're a lion cub.

MARLENE: Do not!

MAX: Do too!

SAROX: All right, guys! Cut it out! C'mon, let's go see what's outside!

He climbs on the skeleton to reach the upper side. The others climb after him, but when Max attempts to the climb the bones, he realizes the new size and paws of his animal form are hindering him from moving properly. In PJ's case, it's his weight that's most disturbing, as he cannot do acrobatics without exhausting himself after five seconds. Marlene climbs up after Sarox.

SAROX: Wow! C'mon, you gotta come and see this!

She catches up and looks over the devastating mountain rocks until she sees a beautiful gigantic rock mountain that lays miles away from their spot. The view is so beautiful that she almost cannot leave it from her sight.


SAROX: Yeah! Wow!

He turns his look to Marlene and admires her cute look as a lion.

SAROX: Y'know, you look very cute as a lion.

MARLENE: Thanks. And you look very handsome as a lion.

They each take a moment to admire each other. But then they hear a large cry from Max and PJ.


MAX: Help! Marlene, Sarox!

Sarox and Marlene rush back down to their friends. Right when they arrive, Kiara jumps to tackle their friends. Marlene instinctively summons her Keyblade into her mouth and directs at the defenseless Max and PJ.


A gust of wind appears around PJ and Max, protecting them and bounces off Kiara. Sarox then jumps down to the ground and summons up his own Keyblade and readies to attack.

KIARA: How did you do that?

MARLENE: (to PJ and Max) Are you guys okay?

PJ: Yeah, thanks to you.

The shield disappears.

From above, Zira, the wife of Simba's evil uncle is watching the fight in amusement.

MARLENE: Come on!

With that, PJ draws his staff while Max throws his shield onto his back. Then, they ready to attack Kiara.

SAROX: Get ready, guys!

From another view, Timon and Pumbaa are hiding behind a rock.

TIMON: Oh no! Pumbaa, you go and tell Simba. I will stay behind and help her out.

PUMBAA: Yeah! I like that plan! It was nice to have known you!

With that, Pumbaa runs back to Pride Rock.

TIMON: Hey, whaddaya mean by that?

Pumbaa continues to run as he disappears from sight. Timon turns his attention back to Sarox and Kiara's fight.

TIMON: Oh, what am I gonna do?

In an unexpected turn of events, a minimal number of Savage Animal Heartless (shaped like a mandrill with a snake's tail and has horns on their foreheards) appear around the team, thus interrupts their fight.

TIMON: Ah! What's going on?!

KIARA: What's happening? What are they?

PJ & MAX: Heartless!

SAROX: Come on, guys. Let's take them out! – And you. Run!

KIARA: Who do you think you are? I can handle them myself!

One Savage Animal makes a leap on Kiara just as she turns attention from Sarox, but is unable to see the attack coming and gets thrown a step back by the Heartless' tail. The quartet ready their weapons.

MAX: This fight is gonna be tougher now that we're on four legs… paws… whatever.

Sarox begins to swipe at the Heartless with his Keyblade. One Savage Animal attempts to tackle Sarox with its horns.

MARLENE: Sarox! Look out!

But Max jumps in the middle and bounces it off with his shield.

MAX: My shield is rather unbreakable, you know.

PJ: Let's try some fire magic! Fire!

A fireball shoots from his mage staff and destroys a Heartless. Admist the fight, Kiara helps out with a combination of claws and roar.

As they keep up the fight, Zira is watching carefully from above. Then comes her "son"; Kovu.

ZIRA: You know what to do. Get close to Simba's precious princess.

Back to the battle, the quartet and Kiara are having a hard time fighting with the constant reappearance of enemies and the unfamiliar forms they're still to be coped with.

KIARA: They just won't stop coming.

One of the Heartless attempts to make a jump on Kiara, but then Kovu jumps into the middle and knocks it to the ground. PJ, Max, Sarox, Marlene and Kiara help out with all that they are able to wipe out the Heartless. Within minutes, the enemies are all wiped out.

SAROX: Are you guys okay?

PJ: Yeah.

MAX: Glad it's over, they appeared so soon I didn't even have time to adjust to my turtle shell.

They burst into laughs at his comment.

KIARA: Uh, thanks. And you are…?

SAROX: I'm Sarox. These are my friends; Marlene, Max, and PJ.

KIARA: I'm Kiara, Princess of the Pride Lands.

Kovu comes to their side.

KIARA: And you would be…?

KOVU: I'm Kovu – son of Scar, and one of the Outsiders.

KIARA: Kovu?

SAROX: You know him?

KIARA: Yeah, I met him once when I was a cub. (to Kovu) What're you doing here then?

KOVU: Rescuing you from a herd of monsters, apparently. You just can't seem to fight on your own even with help from these punks.

MAX: (angered) Who're you calling punks?

KIARA: Hey, I had everything under control.

KOVU: Oh, yeah, I saw that. Completely defenseless when one of them made a jump on you.

KIARA: I could've handled that. Now if you'll excuse me, I have to go.

Kovu runs forth to block her path.

KOVU: With those skills of yours, you wouldn't even last three days by yourself.

KIARA: And I suppose you could teach me.

Both get cockier towards each other. Then, in a sudden turn of events, comes Simba jumping forward, roaring with all his scary might and defending his daughter. Kovu and Simba roar at each other in defense.

KIARA: Daddy?

Then comes Nala and Pumbaa running.

NALA: Kiara, are you okay?

KIARA: I'm fine. What're you doing here?

Timon comes running to Pumbaa.

TIMON: Oh, thank goodness. What took you so long? I was get nervous by the minute. If you had gotten here a second later, I don't know what would've happened.

KIARA: You followed me, didn't you? (to Simba) Daddy, I can't believe you broke your promise.

SIMBA: And it's a good thing I did.

KIARA: Oh, come on, daddy. If it hadn't been for Kovu…

SIMBA: (reacts strongly to the name) "Kovu"? What do you want from here?

KIARA: Daddy, don't be rude. If it hadn't been for Kovu, we would've been dead meat a long time ago.

SIMBA: You saved Kiara? Why?

KOVU: I have abandoned the Outsiders to join your pride and be a part of the Pride Lands.

SIMBA: Absurd, you belong where you belong. That is all there is to be.

KOVU: According to Mufasa's law, I have a right to ask for a request from the king for reward of my heroic deed. A debt which you know owe me. Scar is the one who caused your contry pain and suffering, why should I have to pay for a crime I did not commit?

SAROX: Um, sorry to interrupt, but I think he's right on this. You do owe him for saving your daughter.

Simba takes a moment to cope with the idea of letting Kovu join them.

SIMBA: (sighs) My father's laws must be followed. I will give you probation to prove your worth of my pride. – (turns to Sarox) And who might you be?

SAROX: I'm Sarox, this Marlene, Max and PJ.

Simba sees his Keyblade and wonders.

SIMBA: (sees the Keyblade) Where did you get that?

SAROX: What? (looks down on his Keyblade) Oh, this? I-It came to me a while ago.

SIMBA: Do you know of Sora?

SAROX: (surprised) You know my dad?

SIMBA: (equally surprised) Your dad?

TIMON: Wait a minute, did you just say Sora is your dad?

SAROX: (nods) M-hm…

KIARA: Mother, what is going on? Does daddy know them?

NALA: His father was one of the bravest we've seen. He helped your dad dethrone Scar and restore Pride Lands when he came to visit 20 years ago.

Zira's anger and hatred grows, but remains in control to not ruin her plan.

PUMBAA & TIMON: (take in the image of Sora's son) Wow! Can't believe it's been such a long time now. Sora even has a son to take over for him.

NALA: Say, why don't you join us too?

MARLENE: Are you… inviting us?

Nala responds with a nod. Simba turns his glance back to Kovu.

SIMBA: Let's go.

With that, they leave for Pride Rock; including Sarox, Marlene, Max, PJ, and Kovu. As they return to Pride Rock, Kiara smiles at Kovu.



Night has fallen. All the lionesses go into the cave of Pride Rock to sleep.

MARLENE: We're gonna sleep in there?

MAX: Looks very comfortable.

Marlene looks at him in disbelief.

SAROX: Come on, that looks cozy. And now that we're lions, we can get used to it in no time.

PJ: Yeah, Sarox is right. Let's give it a shot.

With that, PJ and Max go inside. But Marlene is still a little hesitant.

SAROX: Come on. If you like it, we'll find you another place to sleep on tomorrow night.

MARLENE: (sighs) Okay.

They go inside. Kovu, Simba, Nala and Kiara finally catch up to them. Kovu is about to enter the cave when Simba comes rushing to his side and forces him out. Simba then enters the cave with Nala. Sarox, Marlene and Kiara look at the poor Kovu walk to a rock that's big enough to shield him from the moonlight. As Sarox and Marlene enter the cave, Kiara walks closer towards him.


KOVU: What?

KIARA: Will you teach me how to hunt?

KOVU: Gimme a reason to do so.

KIARA: (begs) Please? I really want to learn how to hunt on my own.

KOVU: (sighs) Hm... fine. We'll start at dawn.

KIARA: All right then! Good night, Kovu.

KOVU: Good night.

They prepare to bed. From another side of Pride Rock, Zira and Vitani are watching Kovu from under a large tree.

VITANI: Everything looks perfect.

ZIRA: Yes, indeed. Soon, we will return to where we belong. And I will make be sure to take out Simba… and those who helped him defeat Scar.