It is sunrise on the savanna. All the animals gather at Pride Rock to see Mufasa, the Lion King, and his queen, Sarabi, introduce their newborn son, Simba (CIRCLE OF LIFE). Meanwhile, Mufasa's wicked brother, Scar, laments the unfairness of his life. He resents the new prince and the cub's status as next in line to be king - a job he covets for himself.

Time passes, and Simba grows into a cocky young cub (THE MORNING REPORT). Mufasa leads his son to the summit of Pride Rock where they look down upon the Pridelands - the kingdom that one day, when he is king, Simba will rule. Mufasa tells Simba that everything lives together in a delicate balance called the Circle of Life, and warns him never to go beyond the boundaries of the Pridelands and into the territories of the evil hyenas. Of course, one of the first things Simba does is disobey this instruction, taking lioness cub Nala on a dangerous adevnture (I JUST CAN'T WAIT TO BE KING). They are rescued from a trio hyenas that want to CHOW DOWN on the cubs by Mufasa, who then reminds Simba of the responsibilties that await him as king (THEY LIVE IN YOU).

Meanwhile, Scar has been plotting the deaths of Simba and Mufasa so that he, along with his evil henchmen, the hyenas, can rule the kingdom (BE PREPARED). Scar orchestrates a stampede and in the tumult, manages to kill Mufasa. He then convinces Simba that Mufasa's death was all Simba's fault. Scar tells him to leave the Pridelands and never return. Scar orders the hyenas to kill Simba, but the lazy beasts decide to let the cub go and not tell Scar.

The animals mourn the loss of their king , and believe that Simba has also been killed in the stampede. Scar, triumphant, climbs to the top of Pride Rock with the hyenas and assumes the throne.

Convinced he is responsible for his father's death, Simba leaves the Pridelands. He escapes into the jungle where he meets Timon, a wisecracking meerkat, and Pumbaa, a big-hearted warthog. Rather than ever return to face the other lions, Simba decides to stay with his new friends in the jungle, where he grows from a cub into a young lion (HAKUNA MATATA).

In the interim (ONE BY ONE), under Scar's cruel and careless rule, the Pridelands become dry and lifeless (THE MADNESS OF KING SCAR). Hyenas roam the territory picking clean whatever is left and terrorizing the lionesses. Nala decides that she needs to flee to the jungle in order to escape Scar's clutches and help find a new land where the lionesses can live in peace (SHADOWLAND).

Meanwhile, Simba spends some time philosophising with his new friends, remembering his father and his past (ENDLESS NIGHT). Later, in the jungle, Pumbaa finds himself being hunted by a hungry lioness. Simba comes between them to save his friend, and the two lions fight. The lioness flips Simba, and he realizes that she is not just any lioness, but his old friend - Nala. Nala is shocked to find Simba alive, and she tells Timon and Pumbaa that he is the true king. When Simba and Nala are alone, they start to realize the depth of their feelings for each other (CAN YOU FEEL THE LOVE TONIGHT?). Nala tells Simba of the Pridelands' devastation, and that he must return and reclaim the throne from Scar (HE LIVES IN YOU).

Simba returns to Pride Rock with his friends. Scar cannot believe his eyes when he sees the young lion alive. In a panic, Scar forces Simba to admit to the other lions that he had caused his father's death. Scar backs Simba to the edge of a cliff, and, in a moment of arrogance, whispers the truth: He killed Mufasa. Overcome with rage, Simba leaps up and catches Scar by the throat. He makes Scar tell the other lions the truth. A battle rages, with Nala, Rafiki, Timon, Pumbaa, and the lionesses fighting the hyenas. Finally, Simba confronts Scar on the summit of Pride Rock. Scar begs Simba for his life, blaming the hyenas for everything. Simba tells Scar to run away and never return. In a final moment of treachery, Scar attacks Simba again, but Simba manages to flip his uncle over the side of the cliff. Scar lands at the foot of Pride Rock, surrounded by the hungry hyenas.

As the dawn breaks, Simba's friends come forward, acknowledging him as the new King of Pride Rock. He climbs to the top of Pride Rock and lets loose with a mighty roar. Herds of animals come in answer to his call, rejoicing in his victory. Nala joins him. Rafiki holds up their newborn cub for all to see as the animals dance and rejoice as the CIRCLE OF LIFE continues.

SYNOPSIS Lyrics From The Musical Lion King

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