Rocky the Squirelle and Bullwinkle the Moose pack their bags and go on a boat trip out into the sea and enter africa and travel through the savannah where they see animals gathering together to witness the birth of a new born lion cub held high by a baboon named Rafiki and they all bow to him all expect Scar the brother of king Mufasa who is seen toying with a mouse but later tries to eat it but Zazu the hornbill interupts but Scar decides to eat Zazu instead but Mufasa stops him and comfronts him about not attending the ceremony and than Scar leaves next morning Mufasa gives Simba a tour of the kingdom and they meet Rocky and Bullwinkle who become their closet friends and Zazu shows up and Mufasa gives Simba a pouncing lesson Simba pounces Zazu for a start but the gopher shows up and warns Zazu about the prideland invaders and Zazu warns Mufasa that Hyenas are in the pridelands and Mufasa runs off to stop them and Rocky and Bullwinkle stay with Simba meanwhile they met Scar who tells them about an elephant graveyard and they promise not to go there and when they leave Scar has a wicked smile on his face meanwhile Simba takes Nayla to an amazing place saying its the waterhole but Zazu Rocky and Bullwinkle have to keep watch but Simba and Nayla ditch Zazu Rocky and Bullwinkle and they go to the elephant graveyard instead but Zazu Rocky and Bullwinkle show up and tell them that they should leave this terrioty but they are attacked by hungry hyenas the heynas tie Zazu Rocky and Bullwinkle up but they escape and the hyenas chase Simba and Nayla across the elephant graveyard but Mufasa shows up and fights the hyenas off and is very disappointed in Simba for disobeying him they leave the elephant graveyard and Scar watches as his plans failed later that night Zazu takes Nayla home and Rocky and Bullwinkle head for bed Mufasa has a talk with Simba and Simba explains that he was only trying to be brave like his father and he tells him that being brave does not mean that you should go looking for trouble and than he shows him the great kings in the sky that look down him at the elephant graveyard the hyenas are angry that they were defeated by Mufasa but Scar has another plan he suggest that they kill both Mufasa and Simba and rule the pridelands with Scar as king the next morning Scar leads Simba to a gorge and tells him that its a suprise than he signals the hyenas that chase the wildbeast starting a stampede chasing Simba and alerts Mufasa of it Mufasa runs towards the gorge and Zazu panics but Scar knocks Zazu down and Mufasa saves Simba and takes him to a near by cliff but Scar pushes Mufasa off the cliff and Mufasa is killed by a wildbeast stampede and Simba goes to the bottom of the george to see his father dead and is heart broken and starts crying and Scar shows up and tells Simba if it was not for him Mufasa should still be alive and he gives Simba advice to run away and never return and Simba flees and Scar sends the hyena pack to kill Simba they chase Simba out of the pridelands but Simba escapes the hyenas and gets lost in the desert and the hyenas imform Scar that Simba is dead and Scar has council telling the lions that Mufasa and Simba are dead and that he is now king of the pridelands and the hyenas enter the pridelands as subjects and Scar imprisons Zazu in a bone ribcage forcing him to entertain him and Rocky and Bullwinkle leave the pridelands to look for Simba and Nayla follows them out of the pridelands and Rafiki does not like the looks of it he than thinks Simbas dead and hides in his tree Rocky and Bullwinkle than enter a desert where they meet a meerkat named Timon and a warthog named Pumbaa and they scare the vultures away and take Simba somewhere safe and Simba Rocky and Bullwinkle become Timon and Pumbaas best friends they sing hakunimata and Simba grows up and likes his new carefree life back at priderock Scar is a terrible king he took all the food for himself and nobody gets any water either and Zazu id locked in the rib cage singing to Scar but when Zazu mentions Mufasa Scar gets angry telling him that the law is to never mention his brothers name and that he is now king and the hyenas come in starving telling Scar that the lioness will not go hunt with them and Scar sends them out meanwhile deep in the jungle Simba Timon Pumbaa Rocky and Bullwinkle look at the stars and Simba says that the kings are watching them and Timon and Pumbaa laugh and Rocky and Bullwinkle give Timon and Pumbaa an angry look meanwhile Rafiki finds out that Simba is still alive and is overjoyed but Timon and Pumbaa are attacked by Nayla and Simba fights Nayla but after neckonizing each other they stop fighting and Nayla tells Simba that he must go back to priderock but Simba says he cant later Simba meets Rafiki who encourages him to take his place as king in the great cyrcle of life and Simba does he heads back to priderock and Nayla Timon Pumbaa Rocky and Bullwinkle go with him Timon and Pumbba distract the hyenas and Simba comfronts Scar telling him to step down but Scar refuses and Simba admits that he is responsible for Mufasas death and Scar leads Simba to the cliff than starts remembing but then Scar whispers in Simbas revealing to him that he is Mufasas true killer after that Simba becomes angry he chokes Scar forcing him to tell the subjects of priderock the truth and he does and than Scar flees and the lioness fight the hyenas and Timon and Pumbaa join in and Rafiki hits the hyenas with his stick and Rocky and Bullwinkle free Zazu from the cage and Bullwinkle runs and headbutts the hyenas but Simba finds Scar and gets on to him but Scar begs for mercy saying that the hyenas were really responsible for Mufasas death unaware that the hyenas were listening and Simba gives Scar the same advice warning him to run away and never return but Scar refuses to admit defeat instead Scar attacks Simba and leaps at him but Simba flips Scar off the cliff and the hyenas find Scar and are really agnry with him for double crossing them Scar tries to explain but the hyenas refuse to listen to him for they have had it with Scars treachery and broken promises the hyenas leap on Scar and devour him and exit the pridelands and fire comes in but rain comes and washes away the fire and the bones and Simba is now king of the pridelands and is married to Nayla Timon and Pumbaa and Zazu watch as the new born cub is born and Rafiki rasies it high and all the animals bow to it and Rocky and Bullwinkle bid goodbye to Simba and Nayla knowing that they will meet them again someday and they head back to penyvanna the end

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