At the beginning of the film, Mufasa, the King of the Pride Lands, and his wife Queen Sarabi, have just given birth to their child Simba. In a large-scale ceremony at the lion's residence Pride Rock, Simba is presented to the animals of the Pride Lands by Rafiki, the wise witch doctor mandrill , from atop the Rock. Later that day, Mufasa confronts his younger brother, Scar, and questions his absence from the ceremony. Although claiming he forgot, Scar is actually jealous of his new-born nephew being heir to the throne; he believes he should be king.
Time passes and Simba has grown into an extremely playful and active cub. One day, Scar lures him to the Elephant Graveyard, the forbidden land that Mufasa had warned Simba not to go to. Unable to overcome his curiosity, the young cub goes there with his best friend, Nala (a female lion cub), and the majordomo hornbill Zazu, but they encounter three hyenas, Shenzi, Banzai and Ed, who try to kill them. Luckily, Mufasa comes to the rescue and scares off the hyenas.
From that point it is revealed that Scar had been plotting with the hyenas to kill Simba. After this failed attempt, however, Scar decides to get rid of both Mufasa and his son once and for all. Together with his hyenas, he engineers a wildebeest stampede in which Mufasa rescues Simba from, but he himself is lost in the stampede. In the midst of the stampede, Mufasa makes one last great leap to cling to the rock face. As he climbs higher, he looks up to see Scar standing on the ledge above him. Mufasa pleads to Scar for help, who gazes down on his brother and then suddenly latches his sharp claws into Mufasa's paws. Scar throws Mufasa from the ledge after saying the mocking words, 'Long live the king.' Mufasa is crushed under the hooves of the wildebeest. Scar tricks Simba into thinking he is responsible for his father's death by causing the stampede (just prior to the event, Scar had advised Simba to 'work on that little roar' of his, and one particularly loud noise Simba made actually seemed to trigger the stampede) and advises him to 'run away and never return.' As a sobbing, devastated Simba runs off, Scar orders his hyena henchmen to kill Simba. In the chase that follows, Simba escapes the hyenas into the desert and his pursuers, fearing Scar's wrath while confident that the cub cannot survive in that wilderness, plan to lie to him and say they killed the young prince. Scar accepts the story, and assumes the throne, becoming the King.Exhausted, Simba collapses in the desert and almost dies. However, the cub is saved and befriended by Timon and Pumbaa (a meerkat and warthog respectively), who teach Simba their philosophy of 'hakuna matata' (no worries). After growing up with the pair, the adult Simba encounters his childhood friend, Nala, who has also reached adulthood, and has fled Scar's dictatorial rule to seek help. She urges Simba to return to the Pride Lands and take his rightful place as King, but Simba refuses, happy with his new 'no worries' lifestyle -- and still traumatized by the false belief that he caused his father's death. Although the pair have fallen in love, they part: Nala angry with what she sees as Simba's irresponsibility, and Simba angry with Nala for scorning him while still in fear of revealing his true reasons.
Alone, Simba broods about his guilt-ridden loneliness that boils up into a despairing wail to the silent stars. However, help for Simba comes in the form of Rafiki, who claims that Mufasa is still alive. The shaman leads Simba to a pond that reveals that Mufasa's spirit still lives on inside Simba. At that revelation, the spirit of Mufasa appears in towering storm clouds. He demands Simba to look inside himself and understand that he is the rightful King, that 'you are more than what you have become.' After Mufasa departs, Rafiki advises Simba in a particularly memorable moment. Hitting the young lion on the head with his stick, the mandrill says that while the past does hurt, one can either run from or learn from it. Inspired, Simba decides to go back home to Rafiki's triumphant delight.
When he arrives, Simba is incensed to find that his once joyful and prosperous kingdom has crumbled into a barren wasteland under King Scar's rule. With the support of Nala who rallies the lionesses while Timon and Pumbaa lure the hyenas away, Simba confronts his uncle. Scar remains confident and with his hyenas he forces Simba to confess to his (perceived) responsibility for the death of Mufasa. Then Scar backs Simba to the edge of the cliff as lightning strikes a dead tree and sets the Pride Lands ablaze. Simba slips and hangs onto the edge of Pride Rock, similar to Mufasa's situation before his death. Scar recalls this scene, and latches into Simba's paws with his claws. He then sadistically whispers the awful truth to Simba: that it was he, Scar, who killed Mufasa. Simba, enraged at the truth of the murder and how he was played a fool in it, leaps upon Scar and forces the tyrant to publicly confess to his crime.
The battle begins, and as the lionesses (along with Timon, Pumbaa, Rafiki and Zazu) and hyenas fight, Simba chases Scar up to the summit. Scar attempts to blame everything on the hyenas (who hear this to their outrage); Simba shows mercy and tells Scar to run away from the kingdom and never return. Scar remembers those words; they were the exact words that he used to manipulate Simba after Mufasa died. Scar begins to slink off, only to scatter some burning embers into Simba's face, distracting him. Scar takes advantage of this and attacks Simba once again.There is a climactic battle and Simba is thrown to the edge of the cliff. Scar jumps through the flames to finish Simba off, but it is Simba who throws his uncle over the cliff edge (making use of a move which Nala had used on him previously). Scar survives the fall, but encounters the hyenas, who are enraged that he called them 'the enemy'. They surround a pleading Scar and kill him. The hyenas are never seen later on; they either ran away from the Pride Lands or were engulfed by the fire.
Shortly thereafter, rain begins to fall, extinguishing the fire and cleansing the earth. In the movie's denouement, Simba ascends Pride Rock, becoming the true King, and leads the Pride Lands back into times of prosperity and glory. In the ending moments of the film, Simba and Nala's cub Kopa is presented by Rafiki in a triumphant ceremony mirroring the film's beginning.
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