At the behest of Scar, the hyenas panic a large pack of wildebeest in a gorge where Simba is. Mufasa saves Simba, Mufasa, but as she attempts to escape by climbing the walls of the gorge, Scar throws his brother back in the stampede, killing him. After Simba finds Mufasa's body in the throat tricks, Scar himself into thinking that the death of Mufasa is his fault, and should then run away and never return. As the leaves, Simba Scar orders the hyenas after Simba to go, but the puppy is able to escape. Scar then proudly announces that both Mufasa and Simba were killed and a step forward as the new king.
Simba, now away from home, collapsing from exhaustion in the desert, but is found by Timon and Pumbaa, a meerkat and a warthog that the nurse back to health. Timon and Pumba then take Simba, the lion and growing on a carefree life under the motto "Hakuna Matata". Years later, Simba Timon and Pumbaa save a hungry lioness, who turns out to be Nala. The two reconcile and begin falling in love. Nala Simba tries to go back home saying that because of the scar allowing the hyenas live in the Pride Lands, has become a wasteland with not enough food and water. Yet a sense of guilt for the death of his father, Simba refuses to come back and walks away.
Wise mandrill Rafiki Simba track down, saying that Mufasa is still "alive" and then takes Simba to a pond and tells him to look into the water. Just seeing her reflection in a first moment, Simba looks harder and sees an image of Mufasa. Mufasa tells Rafiki that lives in him as a great storm cloud appears in the head and a ghost of Mufasa speaks to Simba, saying that he has forgotten who he is and who should take his rightful place as the true king of Pride Rock. Simba realizes then that can no longer run from his past and returns home. Nala, Timon and Pumbaa follow him, and decide to help him fight.
In the Pride Lands, Simba confronts Scar on Pride Rock. Scar Simba supports until the end of the rock of pride to the point where Simba slips over the edge, hanging by its legs. Scar taunts and then whispers that killed Mufasa. The enraged Simba leaps back up and pins Scar, forcing his uncle to reveal the truth to other lions. A fight ensues between hyenas and lions, while chasing Simba confronts Scar alone at the top of Pride Rock. Simba Scar begs for mercy, saying it is the family and blaming the hyenas to plan everything. Simba tells Scar that does not believe anymore, but spares his life and tells him to run away and never come back. Scar walk humbly before him, but then attacks his nephew. After a fierce battle, Scar and Simba triumphs throw off Pride Rock. Scar survives the fall, but is attacked and killed by the hyenas, who felt his attempt to betray them.
With Scar and the hyenas past, Simba falls from the top of Pride Rock where the pride is recognized as the rain falls again. Some time later, Pride Rock is restored to its former splendor and Simba looks happily to his kingdom with Nala, Timon and Pumbaa at his side, Rafiki shows Simba and Nala newborn baby for the inhabitants of the Pride Lands, and the circle of life continues.
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