At the beginning of the film, Varian and his friends travel to Pride Rock and witness Rafiki a mandrill shaman, anoints Simba, the newborn cub of King Mufasa and Queen Sarabi (Madge Sinclair), and presents him to a gathering of animals at Pride Rock. Meanwhile, Jumba and Pleakley travel to Timon's meerkat colony far away from Pride Rock, where they meet and join Timon who take jobs as a digger and sentry, but despite Timon's mother's encouragement, they can't seem to find good jobs for them. After Timon's uncle Max is nearly eaten by Shenzi, Banzai and Ed on their watch, Timon, Jumba and Pleakley decide to leave the meerkat colony and find a place that is right for them. They are encouraged by Rafiki to seek Hakuna Matata and to look beyond what they see, and have the intuition to head for Pride Rock. Along the way, they wander into some long grass and bumped into a lonely warthog named Pumbaa. they quickly form a bond and set off to find a "dream home." For the first time together, They arrive at Pride Rock, but to their dismay a herd of animals is already there to see the future king of the Pride Lands. While Timon, Pumbaa and their two new friends are walking through the herd of animals witnessing the presentation of the newborn Simba, Pumbaa becomes a victim of his demophobia-triggered flatulence problem and the terrible smell makes a few animals collapse. The animals at the front see this and believe that the fallen animals are bowing, and soon, they all bow together, too. King Mufasa sees this and becomes very puzzled. Timon, Pumbaa and their two friends continue their journey and soon settle down in a small cave by a watering hole beyond Pride Rock.
Months later, Mufasa takes Simba, Varian, and his friends around the Pride Lands, teaching them about the "Circle of Life", the delicate balance affecting all living things. Later, Scar tells Simba, Varian and his friends about the elephant graveyard, a place where Mufasa has warned him not to go. Simba and the others asks his mother if he can go to the water-hole with his best friend, Nala. Varian and the others promises that they'll keep an eye on them Sarabi and Nala's mother Sarafina agree, but only if Mufasa's majordomo, the hornbill Zazu goes with them. Simba and Nala elude Zazu's supervision and go to the graveyard instead. There, the cubs and stuffed animals are chased by Shenzi, Banzai, and Ed, Scar's spotted hyena henchmen who try to kill them, but Simba, Nala, Varian and his friends are rescued by Mufasa, who was summoned by Zazu. At the same time, Timon, Pumbaa, Jumba and Pleakley travel to the Elephant Graveyard and witness Mufasa saving Simba, Nala, Varian and his friends from the hyenas. After sending Nala and Zazu ahead back to Pride Rock, Mufasa scolds Simba for putting himself and his friends in danger, and scolds at Varian and the others for not watching Simba, they apologize to the king for losing sight of him but Mufasa glads that they learn their lesson before teaching Simba about the Great Kings of the Past, who look down on the living from the stars.
Later that night, Scar gains the loyalty of the hyenas by claiming that if he becomes king, they will "never go hungry again." Plotting further, Scar gathers more hyenas forming an army. At the same time, Timon, Pumbaa, Jumba and Pleakley go further into the graveyard, they witness an army of hyenas marching to "Be Prepared," and the gang run away. Sometime later, Scar lures Simba, Varian and the others into a gorge for a "surprise from his father" then signals the hyenas create a wildebeest stampede down into the gorge where Simba and the others were. At the same time, Timon, Pumbaa, Jumba and Pleakley are in the same gorge looking for a new place to stay (since their cave by the watering hole had been smashed in by a falling stage act) when a stampede of wildebeests charges down at everyone -- including Simba and the others. Alerted by an insincerely dramatic Scar, Mufasa races to rescue Simba along with Varian and his friends from the stampede. Varian and the others manage to escape the stampede but soon realizes they forgot Simba so rushes back to find them. Mufasa saves his son, but is left clinging to the edge of a cliff, which results in Scar flinging him into the stampede below to his death. Simultaneously, Timon, Pumbaa, Jumba and Pleakley go over a waterfall at the far end of the gorge. Scar convinces Simba that he was responsible for his own father's death, Varian asks where Scar has been but scolds at them that he is aware of the situation. Simba, Varian and the others recommends that he flees the Pride Lands, never to return. To compound this, Scar once again sends the hyenas to kill Simba, Varian, and their friends but as they reached a thorny embankment, they let them escape, hurling threats that they will be killed if ever seen again. That night back at Pride Rock, Scar informs the pride that both Mufasa and Simba along with Varian and their friends were killed in the stampede, and that he is assuming the throne as the closest of king. After becoming king, Scar fulfills his promise to the hyenas and allows them to come into the Pride Lands. He then informs the pride that they will be hunting to feed both them and the hyenas.
Later that night, Timon, Pumbaa, Jumba and Pleakley emerge from the water alive and terrified. Timon is about ready to call it quits until Pumbaa discovers the dream home they were searching for: a beautiful jungle with a dramatic view, porch swing and much more which they decide to make their home. Timon then learns of Pumbaa's own philosophy of Hakuna Matata, embracing it to his fullest. However, one day they see a flock of buzzards crowded in one spot and decide to charge at them for the fun of it and they find Simba and the others who collapse in a distant desert and decided to take them in despite the negative effects of Hakuna Matata. After rescuing them, the gang teaches Simba about Hakuna Matata, meaning "no worries.", and the film shows some of their life in the jungle throughout the years. When Simba has grown into a young adult, he saves them from a hungry lioness who is revealed to be Nala. Simba shows Nala around his home and the two begin to fall in love (Only to be watched by Varian and the others). Afraid of losing Simba and/or Hakuna Matata, Timon, Pumbaa, Jumba and Pleakley try everything to stop Simba and Nala from falling in love. Although they fail, they are happy to see Simba arguing with Nala and running off to the grasslands. They mistake Mufasa's ghost appearing in the clouds as a bad thunderstorm coming. In the morning, however, they realize that Simba has and the others returned home to challenge Scar. Pumbaa and Timon disagree about whether to go after Simba, but ultimately both decide to return to Pride Rock with the help of Jumba and Pleakley.
There, Timon re-encounters Ma and Uncle Max for the first time since he left the colony. Ma and Uncle Max make a system of tunnels to trap the hyenas while Timon, Pumbaa, Jumba and Pleakley create a diversion, from spinning plates, to doing the Can-Can, to breakdancing, and finally, to everybody's amazement, proposing to Shenzi. This diverts the hyenas long enough for the meerkats to complete and collapse the tunnel trap.
Simba eventually triumphs over his uncle by flipping him and kicks him over a low cliff. Scar survives the fall, but finds himself surrounded by the now resentful hyenas. The hyenas surround their traitorous fallen leader. Scar frantically tries to absolve himself, but the hyenas have had enough of his lies, derogatory treatment, and broken promises so they ignore his life plea, attack him, and maul him to death, as flames rise around them.
Simba and Nala become the new king and queen of the Pride Lands, as Varian and friends look on proudly for their new friends. The film concludes with the Pride Lands turning with life again and Rafiki presenting Simba and Nala's newborn cub as "The Circle of Life" continues.
- Digga Tunnah
- Meerkat Rhapsody/That's All I Need
- Circle of Life - performed by Carmen Twillie ft. Lebo M.
- The Morning Report
- I Just Can't Wait to Be King
- Be Prepared
- Hakuna Matata
- Can You Feel the Love Tonight
- Circle of Life (reprise)
- Can You Feel the Love Tonight (Pop version) - performed by Elton John
- Varian and his friends will be with Simba throughout the entire film.
- Jumba and Pleakley will be with Timon and Pumbaa throughout the entire film and even sing Hakuna Matata with them.