In the Pridelands, all of the animals gather around Pride Rock to celebrate the birth of the new prince, Simba. After annointing his head, Rafiki hold the newborn up for all to see.
Meanwhile, a jealous Scar bemoans the birth of his nephew. He is no longer next in line for the throne. Mufasa then fights with him because he didn't show up to the ceremony.
As time goes by, Simba grows up and is beginning to be trained in the ways of a king. He is shown his future kingdom and its boundaries. Scar, setting a trap for Simba, cunningly sends him off to an elephant graveyard, a place beyond the Prideland's boundaries.
Simba, and his friend, Nala, go off to the elephant graveyard to play after escaping Zazu's watchful eye. When Zazu finally finds then and warns them of the danger, it is too late. The hyena's are there ready to kill the young lion cub. Simba and Nala escape thanks to the intervention of Simba's dad, Mufasa. He sends Nala home while he has a talk with his son.
Meanwhile Scar plans a new way to gain power of the Pridelands: killing both Simba and Mufasa. The hyenas are only too happy to help after Scar's promise of a place in the kingdom.
Scar brings Simba to a ravine while the hyenas ready the wildebeasts for a stampede. As they come charging down the hill, Scar goes to his brother to tell him that Simba's in trouble. Mufasa, seeing his son in danger, jumps into the stampede and pulls his son to safety. He then attemps to get himself to safety, but gets pushed off the cliff by Scar. Simba finds his dad dead in the ravine. Scar convinces his nephew that it was it was his own fault for having to be rescued in the first place. He advises Simba to leave the Pridelands. He then sends the hyenas out after him to finish off the job. The hyenas, thwarted by prickly bushes, lose Simba. Scar tells the lions that Simba was killed also and takes place as King.
Timon and Pumbaa come across Simba passed out. They decide having a lion around might be useful, so they revive him. Learning a very depressed Simba ran away, they teach him their "no worries" philosophy, Hukuna Matata. Years pass with the three of them becoming best friends.
Years later, Timon, Pumbaa, and Simba are wandering about when Pumbaa is attacked by a female lion. Simba rushes on the scene to fight her off, only to find it is his childhood friend, Nala. The two lions reminisce and fall in love. Simba storms off when she suggests that he should return to Pride Rock and claim the throne.
As he's wandering alone thinking, Simba encounters Rafiki. The wise monkey helps him see that he must claim his birthright. Simba heads for the pridelands.
Nala meets up with Simba, and he sees the ruin that has come to the once beautiful Pridelands. He sets off to get the throne from Scar. Timon and Pumbaa distract the hyenas while Simba goes to confront his uncle. He arrives just in time to see Scar knock down his mother. Thinking it's the ghost of Mufasa, both Sarabi and Scar draw back. After learning Simba is alive, mother and son reunite. Scar, trying to keep his throne, pushes Simba into "confessing" that he was responsible for his father's death. While fighting with Scar, Simba finds himself in the same position his father was once in: hanging over a cliff with Scar hovering over him. Scar whispers that it was he, and not Simba, who killed Mufasa. In a rage, Simba leaps back up the ledge, pins Scar down, and makes him confess. They fight, and Scar after blaming the hyenas, is thrown off the edge of the cliff.
Simba takes his place on Pride rock, symbolizing his taking back the throne. Meanwhile, Scar is confronted by a group of angry hyenas who overheard him blaming them.
Some time later, the animals once more gather around to celebrate the birth of Simba and Nala's new baby. She is risen high for all to see.
