The fight continues, with the Outlanders gaining the upper hand. But Nala and Simba are still fighting off the Outlanders.

ZIRA: You're dead, Simba!

They continue to fight.

From the other side of the river, Sarox, Kiara, Kovu, Marlene, Max and PJ come running.

KIARA: There they are!

KOVU: Hurry!

They run across large tree branches on the river that connect them to the other lions' battleground. Sarox, Marlene and Max make it to the other side safely. PJ, the fat ape, tries to climb the branches, but his heavy size causes unbalance, and PJ is forced to stay still until the branches stop shaking. The others continue to the lions without looking back.

PJ: Hey, guys! Wait for me!

He tries to climb slowly.

Back to the battle, Zira and Simba raise their palms, getting ready to strike each other without the most of their strengths. They are about to hit when Kiara and Kovu suddenly jump into the middle of the way and block their paths. Kiara faces her daddy and Kovu faces Zira.

ZIRA: Kovu! Move!

SIMBA: Kiara, step aside!

Sarox, Marlene and Max catch up.

KIARA: Daddy, this has got to stop!

ZIRA: Step aside, you useless rebel! You're one of us. You should fight beside us!

KOVU: (determined) No!

SIMBA: Kiara, this is a necessary battle.

SAROX: No! This is just a meaningless fight that leads to more pain and chaos to your kind.

He faces Sarox, who walks up to him followed by Max and Marlene. PJ finally catches up to them.

SAROX: My dad told me once that he met a great king who had the courage to face all the clouds that are blocking his better judgement and find the answer despite the thick darkness in his heart. If what my dad said was true, then I believe you know the answer to.

KIARA: A great king once told me that we are "one". I didn't understand it back then, but now I do.

SIMBA: Kiara, they…

KIARA: Just look at them, daddy. What difference do you see between us? They are us.

Simba slowly looks up and paces his sight between the lions in the battleground. Though they look different by color, they are really the same. The clouds dissipate and a small glimmer of light shines upon Simba's eyes as he comes to realization of what the circle of life is suggesting. Following his realization, a gentle glimmer appears on his chest and Sarox' Keyblade glows at the same time.

MAX: I think we found another one.

Sarox directs his Keyblade at Simba's chest using his tail.


Sacred key,

Unleash your untapped power.

Shine away the darkness

And preserve the world with your light.

Master of the Keyblade.


The weapon's tip shoots out a beam of light. As the two glowing orbs meet, Simba emits in a light that blinds the naked eye. When it disappears, Simba has a Circle of Life Keyblade floating in front of him.

PJ: The Circle of Life. Only a Proud Leader would be able to wield it.

Simba looks at his daughter with a gentle smile.

SIMBA: Yes! You're right, Kiara!

Kiara and Simba share equal smiles. Everyone around them becomes touched. Well, most of them at least. Zira seizes the moment to continue the fight.

ZIRA: This is it, Vitani! Attack!

Vitani looks at Simba and Kiara and Kovu. Their glare makes her realize that Kiara's point is in fact right.

VITANI: No, mother!

ZIRA: What?

VITANI: Kiara is right!

She walks over to Simba's side, and turns to face her mother again. Now, Nala, Pumbaa and Timon join them by their side.

VITANI: That's enough fighting!

ZIRA: If you will not fight, then you too will die!

Nuka walks up beside his mother.

NUKA: Come on, Vitani! Mother will kill us if we do what she says!

The Outlanders walk over to join Simba's clan. Zira feels upset upon seeing the shift of her clan.

ZIRA: Wha? Where are you all going?! Get back here!

They ignore her.

SAROX: It's no use. I think you know where they're standing now.

MARLENE: It's just a meaningless fight.

SIMBA: It's over, Zira. Let's put the past behind us and go home.

ZIRA: I will NEVER forget it! If I am going down, then you're all going down with me!

Dark energy emits from her heart and swallows her up.

PJ: Oh no! Her heart is being swallowed by the darkness.

The dark energy grows to the size of an elephant and releases gigantic claws covered by darkness and directs at everywhere, pulling in whatever it catches into its core. One of the claws attempts to make a move on Simba, but he defends himself with "Proud Roar". Nuka tries to run away, but a claw catches his tail and pulls him in.

NUKA: AH! Help! Whooo!!!!!!

The energy absorbs him into its core, along with trees and giant rocks that are caught by the energetic claws. The lionesses, along with Pumbaa and Timon, run for their lives.

SIMBA: Nala! Take care of the others!

NALA: Simba!


Nala nods, then runs with the survivors. Simba faces the energy with bravery. Behind him are Kiara, Kovu, Sarox, Marlene, Max and PJ.

SIMBA: Get outta here, Kiara!

KIARA: No, daddy! This is our kingdom. We will defend it together.

She picks up her Keyblade with her fangs. Kovu also picks up his. Sarox, Marlene, Max and PJ ready their weapons – they are all ready to fight beside the king of the Pride Lands. Simba takes in the rebellious behavior from his daughter with a light grin before facing the energy core. It strikes with claws again. Simba, Kiara, Kovu, Sarox and Marlene raise their Keyblades and create a large blue shield and bounce off the attack. Max and PJ watch on in impression.

MAX: Whoa!

PJ: The work of the five Keyblade Masters!

SAROX: (sees another attack) Here it comes!

They fend off the claw yet again.

KOVU: We have to get to the energy core!

Simba glares into the energy with full attention, trying to come up with an idea. Then, his Keyblade glows and a thought strikes him.

SIMBA: I have an idea! This energy core is made of Zira's darkness. If we could shine it away with light and attack with my Proud Roar, we will stand a chance!

SAROX: (sympathetically) All right! Then let's do it!

Kiara and Kovu are equally confident on the plan. They combine the powers of their weapons and emit in a bright and overwhelming glow that repels the dark energy. Simba then runs toward it. Not knowing what he is doing, Sarox can only run after him.

SAROX: Simba!

MAX: Sarox!

SIMBA: What're you doing following me?

SAROX: I don't know, but I'm not about to let you do things your way!

Simba smiles.

SIMBA: Hmm… you really are your father's son.

The energy releases a giant boulder and a sharp tree branch at Simba and Sarox, only to be blocked by Max' shield thrown from behind and then blown to pieces by PJ's lightning magic.

PJ: Don't worry! We'll handle the obstacles!

MAX: Be sure to get her!

Kiara and Kovu continue to back them up with their powers, in combination with Marlene's. Once Simba and Sarox come close enough to the energy core, they focus all of their strengths on their palms and jump high up in the air. Once they are above the energy core, Simba and Sarox share a brief moment of glaring into each other's eyes in confidence and equal thinking before throwing their Keyblades down on the energy source with their tails. A hole opens by the attack showing Zira deep down in the center. Her glare at the two lions are devilish as always. Without missing a second, Sarox and Simba combine their strengths and release a powerful roar of pride. The combined sound wave strike down on the defenseless Zira, instantly defeating her. The energy disappears as its source is defeated, leaving behind a lifeless Zira laying on the ground dead. Simba and Sarox land on the other side of the battleground. Kovu looks at his adoptive mother in sadness, Kiara notices his sorrow but doesn't know how to cheer him up, so she can only beside him. Max, Marlene and PJ focus their attentions on him in the same sympathy.

KIARA: I'm sorry.

KOVU: It's okay. I have you!

They smile at each other. Then, Simba comes up to them.

SIMBA: Kovu! I was wrong, you do belong here.

KOVU: Simba.

KIARA: Daddy, are you all right?

SIMBA: I'm okay!

He turns his head around to face Sarox.

SIMBA: Hey, you did good.

Instead of responding with words, he can only burst into an unstoppable laugh at his near-death experience. Simba later feels the experience catch up to him and burst him into laughs as well.

MARLENE: What're you laughing at? That's not funny!

SAROX: Sorry, I just can't help it.

Their laugh stops one minute later.

SIMBA: Let's go home. All of us.

With that, they all leave for Pride Rock.

Back at Pride Rock, Simba, Nala, Kiara and Kovu walk up to the edge of the cliff to roar in pride as a new beginning of the animal kingdom opens up. Sarox, Marlene, Max, PJ, Timon, Pumbaa, Rafiki, and Vitani are watching quietly from behind while all other lionesses look on from beneath the cliff. Without a second of doubt, Simba, Nala, Kiara and Kovu roar in pride. The other lionesses then roar with them like music to their ears. Then, a sharp light shines upon Simba and a gentle wind. For some reason, he can hear his father's voice loud and clearly.

MUFASA: "Well done, my son!"

He closes his eyes as he takes in the breeze of the passing wind.

From afar of Pride Rock, Sarox, Marlene, Max and PJ leave the happy kingdom without saying goodbye to anyone.

PJ: Are you sure we shouldn't say goodbye to them? It-It would be rude.

Sarox looks back at the cliff where Simba and the others are enjoying their moment.

SAROX: Nah! That would ruin their moment. Besides, I get the feeling it's not goodbye between us. (looks up at the sky and thinks to himself) "The stars are right there, even though we can't see them yet. And someday, they will bring us together again. Because we're all connected."