Simba and Nala formulate a plan and manage to lose Zazu, while Simba brags about his future position ("I Just Can't Wait to Be King"). Zazu catches up, but they are confronted by three hyenas: Shenzi, Banzai and Ed.The hyenas intend to eat the trespassers and gloat about their find ("Chow Down").Mufasa shows Simba the Pride Lands from the top of Pride Rock and explains that everything exists in a delicate balance known as the Circle of Life.
Mufasa leaps into the stampede and manages to save his son, but as he tries to escape, Scar throws him off the cliff back into the stampede, killing him.
Scar convinces Simba that his father's death was his fault and tells him to run away, but as he leaves, Scar orders the hyenas to kill him.
Simba escapes but the hyenas tell Scar that he is dead.
Rafiki and the lionesses mourn the deaths ("Rafiki Mourns").
Scar claims the throne and allows the hyenas into the Pride Lands ("Be Prepared (Reprise)").
Rafiki returns to her tree and smears the drawing of Simba, while Sarabi and Nala quietly grieve.
Simba arrives and asks his best friend, a female cub named Nala, to come with him to the elephant graveyard.
He lies to the lionesses about where they are going, and Sarafina (Nala's mother) and Sarabi allow the cubs to go, escorted by Zazu.
Back at her baobab tree, Rafiki paints an image of the cub and asks the spirits to conjure the new prince's name: Simba.
Time passes and Simba grows into a lively young cub ("Grasslands Chant").
On Scar's signal, the hyenas start a wildebeest stampede into the gorge ("The Stampede").