And now hear the honeyed voice of our most lovely yet still tough seductress! Don't take her lightly... you might find yourself looking up at her from your back.

SCENE: The Outlands

{Outlands. Vitani is tugging on a root, growling. Nuka approaches from behind.}
NUKA: {muttering to himself} Kovu, Kovu, Kovu. Scar wasn't even his father. he just took him in. {he turns his attention to Vitani} Oh hey, Vitani. Where's the little termite, Kovu? {sarcastically} The "chosen one".
{Nuka touches the root with a claw; it snaps, and Vitani tumbles backward. Nuka guffaws.}
VITANI: Nuka! where's Kovu? Did you leave him out there on his own again?
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NUKA: Hey-- it's every lion for himself out here. That little termite's gotta learn to be on his own.
{Nuka is ridden with vermin and termites. He is continually scratching himself.}
VITANI: Mother's gonna be mad. She told you to watch him!
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NUKA: Oh, who cares? I should've been the chosen one. {he begins scratching his back against the tree trunk} I'm the oldest, I'm the strongest, I'm the smartest-- ooogh! these termites! {he starts rolling around, scratching every place he can find on his body}
{Vitani looks self-satisfied at Nuka's condition.}
NUKA: {scooting along on his rear} I could be a leader, if she'd just give me a chance!
VITANI: Pfft, yeah right. Why don't you tell that to her?
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NUKA: Yeah? don't think I won't!
VITANI: Oh yeah? {chuckles} Here's your chance.
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{Zira walks slowly by Nuka, carrying Kovu in her mouth. She ignores Nuka entirely.}
NUKA: What? oh... Mother! Mother, hi! {laughs nervously} Mother, I caught some field mice for your dinner, I left 'em by the, um... by the... okay.
{Zira drops Kovu. Vitani pounces next to him.}
VITANI: Hey, Kovu. you wanna... fight? {she mock-snarls; he looks earnest.}
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SCENE: My Lullaby

ZIRA: Sleep, my little Kovu
Let your dreams take wing
One day when you're big and strong
You will be a king
{Zira tucks Kovu in.}
KOVU: Good night...
ZIRA: Good night, my little prince. Tomorrow, your training intensifies.
{Zira's dancing in this scene is very reminiscent of Scar's in "Be Prepared". She leaps up onto rocks to emphasize lines, and punctuates her graphic points by beating up on Nuka. Lionesses leap as she musters her forces.}
ZIRA: I've been exiled, persucuted
Left alone with no defense
When I think of what that brute did
I get a little tense
But I dream a dream so pretty
That I don't feel so depressed
'Cause it soothes my inner kitty
And it helps me get some rest
The sound of Simba's dying gasp
His daughter squealing in my grasp
His lionesses' mournful cry
That's my lullaby
Now the past I've tried forgetting
And my foes I could forgive
Trouble is, I knows it's petty
But I hate to let them live
NUKA: So you found yourself somebody who'd chase Simba up a tree
ZIRA: Oh, the battle may be bloody, but that kind of works for me
The melody of angry growls
A counterpoint of painful howls
A symphony of death, oh my!
That's my lullaby
Scar is gone... but Zira's still around
To love this little lad
Till he learns to be a killer
With a lust for being bad!
NUKA: Sleep, ya little termite!
Uh-- I mean, precious little thing!
VITANI: One day when you're big and strong
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ZIRA: You will be a king!
The pounding of the drums of war
The thrill of Kovu's mighty roar
NUKA: The joy of vengeance
VITANI: Testify!
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ZIRA: I can hear the cheering
NUKA and VITANI: Kovu! What a guy!
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ZIRA: Payback time is nearing
And then our flag will fly
Against a blood-red sky
That's my lullaby!
{Fade to black.}

SCENE: Rumbled

{Scene switches to a burst of steam; we are back in the Elephant Graveyard. Nuka and Vitani are standing on a ledge.}
NUKA: Yeecch. This place is even creepier since the hyenas ran off.
VITANI: {mouth full of kindling} Mmmh. Sheesh.
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NUKA: {annoyed} I'm not scared, okay?
{They jump down next to one of the spouts; Vitani drops the kindling against the edge.}
NUKA: I just don't know why we have to be here, that's all. If Kovu was so special, why does he need us?... I never even had a CHANCE! Yaaah! {he gets his butt burned by a jet of hot gas from the ground}
{Vitani watches him with amusement, then her face lights up as the near spout bursts, lighting the sticks ablaze.}
VITANI: That's it! Now come on... Kiara has started her hunt. We have to move quickly.
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{Nuka grabs his burning stick, and leans his head over the vent's edge; it goes off, scorching his face.}
NUKA: Oooh! Fire! {he laughs crazily and bounds off after Vitani.}

SCENE: Fire!

{Scene switches to where Kiara has run, toward the edge of the Pride Lands. Nuka and Vitani are standing above, with their flaming sticks.}
NUKA: Let's light fire!
{They run down the slope, Vitani laughing madly.}
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NUKA: Roasty toasty princess... roasty toasty princess... {he lights the grass in several places, hopping around in circles. Soon he is standing in the center of the circle of flames} Hey, is it hot in here, or is that just me? {realizes} Fire! Yowww!
{Nuka rockets into the air and lands a good distance away, where he resumes laughing maniacally.}
VITANI: {growls at him from off-screen} Grr... come on! {she drags him off}
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SCENE: Upendi

{Kiara walks off to the main cavern, after looking back in Kovu's direction and sighing dreamily, and Kovu goes back to his standing stone on the promontory; Simba appears in the direction Kiara is walking, and he approaches Kovu.}
SIMBA: It's... kinda cold tonight, huh? Come on.
{Vitani watches from a distance as the two lions make their way back into the cavern.}
VITANI: {hushed, to herself} Get him! What are you waiting for? Kovu, get him!
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{She lies down and stares with despair as she realizes Kovu is not going to attack Simba. She hisses and jumps up, rushing back to report to Zira. Scene changes back to Zira's location.}
ZIRA: {snarling} You're sure?
VITANI: Affirmative. I saw it with my own eyes.
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ZIRA: Kovu cannot betray us!

SCENE: Ambushed!

{Nuka chases Simba up a slope with several broken logs strewn across it. Just as Simba reaches the top, Nuka grabs his ankle.}
NUKA: This is my moment of glory!
{The log on which Nuka has his rear paw breaks, causing Nuka to lose his grip on Simba's ankle and begin to fall. Simba reaches the top, but the pile of logs rolls down the slope with Nuka among them; they all land in a heap at the bottom of the ravine. Nuka lies trapped under a large log. He looks up to the top of the slope to see one final log rapidly falling in his direction. He grimaces, terrified, as the log hits him. Kovu rushes down to help free Nuka, but he is swatted aside by Zira, who pulls enough logs aside to see Nuka's face.}
ZIRA: Nuka...
NUKA: {gasping for air and coughing} I'm sorry, Mother... I tried...
ZIRA: Ssshh.
NUKA: Well... I finally got your attention, didn't I...
{Zira smiles tenderly at him and cradles his face in her paw.}
NUKA: Didn't I...
{Nuka dies. Vitani appears next to Zira on the edge of the logs.}
VITANI: Nuka...
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SCENE: The Battle

{Vitani appears on a ledge above Nala.}
VITANI: Where's your pretty daughter, Nala?
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NALA: Vitani!
{Vitani leaps down onto Nala; the two roll down the hill, fighting fiercely.}
{Timon and Pumbaa are being chased by a number of lionesses. They get backed up against a wall, surrounded; Pumbaa puts his face to the wall and covers his eyes. Timon looks around, panicking, and finally sees a way out; he jumps up on Pumbaa's back, bends Pumbaa's tail, cocks it, and holds it like a gun.}
TIMON: Don't anybody move! This thing's loaded. I'll let you have it!
{The enemy lionesses all shriek and turn tail, fleeing over the horizon.}
TIMON: Yeah! Yeah... talk about your winds of war!
{Back on the battlefield, Zira is laughing as she views the battle turning in her favor.}
ZIRA: Simba... {jumps down} you're mine!
{She and her two backup lionesses approach Simba, who is fighting off several enemies at once. The lionesses part, making way for Zira and Simba to fight one-on-one. Just as they are about to land the first blows, Kiara and Kovu leap into the scene, and stand between the two enemies.}
SIMBA: Kiara?
ZIRA: Kovu! {he stares at her, his eyes narrowing at her mention of his name} ...Move.
SIMBA: Stand aside.
KIARA: Daddy, this has to stop.
ZIRA: {to Kovu} You're even weaker than I thought. Get out of the way!
KOVU: You'll never hurt Kiara... or Simba. Not while I'm here.
ZIRA: {gasp}
SIMBA: Stay out of this!
KIARA: A wise King once told me, "We are one." I didn't understand what he meant... now I do.
SIMBA: But... they...
KIARA: Them... us. Look at them... they are us. What differences do you see? Aren't we all part of the Circle of Life?
{Simba pauses; the battle has stopped. As Simba and Kiara look at one another, the clouds part and the rain stops. Finally, Simba and his daughter nuzzle.}
ZIRA: Vitani... now!
VITANI: No, Mother! Kiara's right. {she walks over to Simba's side, turning around to face Zira} Enough.
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