The next morning (Y/n) emerges from the den, and stretches. She leaves Pride Rock, crosses the savanna, and stops to drink from a watering hole. Behind her, Kovu hides in the shadow of a large rock. He crouches and flexes his claws and growls at her. Kiara steps in front of Kovu, and he gasps. "Good morning!" Kovu backs away and Kiara laughs and hops around Kovu playfully. "I'm ready for my first lesson! Surprised ya, huh?" Kovu looks back at the watering hole to see that (Y/n) is gone. "Hey, come on! Let's go!" Kiara said. Kiara walks off. Kovu watches her go. He glares back at the watering hole and growls. Head bowed, Kovu follows Kiara. At the open savanna, Kovu lies in an open patch of dirt. Behind him, something moves through the grass, making the stalks wave. "Ow! Ow!" Kiara said. Kovu rolls his eyes and sighs. "Three...two...one." Kiara pounces at Kovu, who ducks. "Gotcha!" Kiara rolls in the dirt and lands on her back. Kovu walks until he is standing over Kiara. 

She grins up at him sheepishly. "You could hear me, huh?" Kiara asked. "Only a lot." Kovu moves off. Kiara stands. "You're still breathing too hard." Kovu smiles. "Relax." Kovu flexes his claws in the dirt. "Feel the earth under your paws, so it doesn't shift and make noise." He said. Kiara mimics Kovu. Kovu looks up at a nearby hill, where birds are flocking. Kovu gasps and crouches. "Shh. Watch the master...and learn." Kovu stalks toward the hill, wiggles his haunches, and races up the hill. He leaps. Timon, who is eating a grub, turns around in time to see Kovu lunging at him. He spits out the grub and he screams. 

Timon falls onto his back in-between Kovu's extended paws. He waves his arms appealingly. "Don't eat me!" Kovu stares down at Timon in confusion. "Please! I-I-I never really met your tyrant. I mean, uh, Scar. Scar. Oh, heck of a lady." Timon scoots away from Kovu. "A little moody, but–" he continued. "Timon," Kovu stands. Kiara approaches from behind him. "What are you doing here?" Kiara asked angrily. "Kiara! Thank goodness! Oh... Hey, for once, we're not followin' ya." Timon gestures behind him. "This just happens to be the best smorgasbord in the Pride Lands!" Kovu and Kiara survey a grassy area, where birds are pulling worms out of the ground. "Bugs everywhere! But, you don't call for a reservation, and," Timon throws up his arms. "Yeesh!" Timon marches toward the birds. "Get outta here, ya scavengers! Go on!" Timon makes shooing motions at a nearby bird.

"Shoo! Shoo!" The bird swallows its worm, then pecks Timon in the nose. "Ow!" Timon's nose pulses red and he whimpers. Timon covers his nose. "Oh..." Pumbaa charges through a cluster of birds. They briefly fly into the air to let him pass, then land again. He yells and switches directions and charges again. The birds briefly fly into the air to let him pass, then land again and he yells again. Kovu looks at Kiara in confusion and she chuckles. "Oh, Timon," Many birds perch atop Pumbaa's back. "I'm gettin' tired. I gotta lose some pounds." He said. Timon climbs onto Pumbaa's snout and shoos away the birds. "Shoo! Go on! Shoo! Shoo!" Kovu and Kiara stride toward Timon and Pumbaa and Kiara laughs. "Hey, maybe" Pumbaa jerks his head at Kovu. "He could help!" Pumbaa looks expectantly at Timon, who is standing on his back. "D'ya think?" He asked. Timon shoos away the last two birds, who are on Pumbaa's tail. "Shoo! Oh, yeah, there's an idea." Timon leans one elbow against Pumbaa's face. "Right. Let the vicious Outsider..." Timon straightens, grinning.

"Hey, wait!" Timon points triumphantly at the sky. "I have an idea!" Timon hops to the ground and gestures to Kovu. "What if he helps?" Timon asked. "What?" Pumbaa asked angrily. Timon gestures to the field behind him. "You wanna lend a voice? Huh?" Timon mimics roaring. "Grr. Grr." Timon spreads his arms wide. "Roar! Work with me!" He said. Kovu looks questioningly at Kiara. "Huh?" He asked. "Like this." Kiara roars, and several birds fly away. Timon jumps into the air. "Woo-hoo!" Timon hops on Pumbaa's back, and the two race away. "Come on, do it again! Do it again!" He said. This time Kovu roars. More birds scatter. Timon and Pumbaa run through the fleeing birds. "Yeehaw!" 

Timon sticks his tongue out. Kovu and Kiara run after Timon and Pumbaa. "Why are we doing this? What's the point of this training?" Kovu asked. Kiara laughs. "Training? This is just for fun!" Kovu and Kiara run across the field, causing more birds to take flight. "Fun?" Kovu asked, and Kiara laughs. Timon and Pumbaa run past Kovu and Kiara. "Yeesh." Timon catches onto a bird's legs and gets lifted into the air. "Kid, ya gotta get out more often. Fun! Yeehaw!" He said. Timon and Pumbaa laugh. "Woo-hoo!" Timon falls, landing on Pumbaa's back. "Yeehaw!" He said. "Yeehaw! Yeehaw!" Kovu said. Kovu and Kiara catch up to Timon and Pumbaa. The four continue to run, scattering birds. They enter a small canyon and all of them laugh. "Whoa, whoa, whoa! Yeehaw!" Kovu said. Kovu, Kiara, Timon, and Pumbaa continue to race through the canyon.

Kovu, Kiara, Timon, and Pumbaa look up and notice a herd of rhinoceroses in their path. The birds have alighted on the rhinoceroses' backs. The friends screech to a halt then scream. As Pumbaa stops, the momentum flings Timon forward, and he slaps against a rhinoceros' horn. "Uh..." Pumbaa said. "Uh-oh." Kiara said. The birds stick out their tongues and the rhinoceroses snort angrily. The four scream. Kovu, Kiara, Timon, and Pumbaa turn and run away. The rhinoceroses stampede after them. Kiara rounds a corner. "Whoa!" Kiara said. Kovu rounds the corner. "Whoa!" Timon and Pumbaa round the corner. "Hey, rhino!" Timon said.     The rhinoceroses round the corner and thunder out of the canyon. After the rhinoceroses leave, Kovu, Kiara, Timon, and Pumbaa are seen wedged in a crevice in the wall. Kovu and Kiara laugh. "What a blast!" Kovu said. "Oh. Sorry." Pumbaa said, and they all laugh. Timon gives Kovu a noogie. "You're okay, kid." He said. "Hey!" Kovu said in annoyance. 

"You're okay." Timon said, and Kovu smiles. Kovu, Kiara, Timon, and Pumbaa struggle to get out of the crevice. "Excuse me. Pardon me. Pardon me. That's it, that's it, that's it!" Timon said. In the struggle, Kovu and Kiara accidentally brush muzzles. They pull apart, smiling sheepishly and chuckle nervously. "Um, s-sorry." Kiara said. Kovu and Kiara squeeze out of the crevice after Timon and Pumbaa and Kiara giggles. Kovu and Kiara stand next to each other. Kovu clears his throat. Timon and Pumbaa stand at the mouth of the canyon. "Hey!" Timon puts his hands on his hips. "Are you two comin' or what?" He asked. 

Kovu and Kiara stride after Timon and Pumbaa. Later at the open savanna at night, Kovu and Kiara lie on their backs, stargazing. "Didja see that? Didja see that?" Kovu asked. "What?" Kiara asked, and he chuckles. "It's really pretty." He said. "Oh, yeah!" Kiara laughs "You're right." Kiara points at the sky. "Oh, look. There's one that looks like a baby rabbit." The stars above form the shape of a rabbit. "See the fluffy tail?" She asked. "Yeah... Hey!" Kovu points at the sky. "There's one that looks like two lions killing each other for a scrap of meat!" The stars form the shape of two lions on their hind legs. He laughs. Kiara flashes Kovu a concerned look. He doesn't notice. "Ah, I've never done this before." Kovu said. "Really? My mother and I used to do this all the time. She says all the Great Queens of the Past are up there. Hm." She laughs. "Do you think Scar's up there?" Kiara looks pointedly at Kovu.

After a moment, he stands and walks away. She sits up in concern. He sits at a distance from her, his shoulders hunched. "She wasn't my mother, but she was still...part of me." He said. Kiara stands and strides toward Kovu. "My mother said there was a...a darkness in Scar that she couldn't escape." Kiara said. Kiara sits next to Kovu. "Maybe there's a darkness in me too." He said. Kiara touches one of Kovu's forelegs, then nuzzles him and she purrs. After a moment, Kovu nuzzles Kiara back. On a nearby hill, (Y/n) surveys Kovu and Kiara. She looks up at the stars. "Mother, I am lost. Kovu is one of them." (Y/n) bows her head. "Scar's heir." She looks up at the stars. "How can I accept him?" She asked. "(Y/n)?" Simba asked, he strides toward her, then sits next to her. "I was seeking counsel from the Great Queens." She said. "What did they say?" Simba asked, a tad bit jokingly. (Y/n) turns to him with a playful glare. "They said that maybe King Simba should stop being so nosy all the time."

She said, playing along, and he snorts before chuckling . "Ha ha. Very funny, (Y/n)." He said, and she shakes her head. "Nope. They're as Silent as stars. My mother would never–" (Y/n) began. Simba nudges her softly. "Oh, (Y/n). You want so much to walk the path expected of you. Perhaps Kovu does not." He said, and her eyes widened. "What?" She asked. She turns to Simba. "How do you know what–" she asked. Simba chuckles. "I can see them down there just as easily as you can. Get to know him and see." Simba turns and strides away. After a moment, (Y/n) follows him. Kovu and Kiara continue to nuzzle. Suddenly, Kovu pulls away from Kiara. Kovu clears his throat. "What's wrong?" Kiara asked. Kovu strides away, 

then sits at a distance from Kiara. "Nothing." He said. Kiara approaches. "Kovu..." Kovu looks back at Kiara who frowns. He starts to walk toward her. "It's just that, my whole life, I've been trained to–" Kovu bows his head and sighs. "Nothing." Kovu walks away. "I gotta go." He said. "Kovu, wait." Kovu hesitates, looking back at Kiara. She stares at him imploringly. After a moment, he keeps walking, only to be halted by a hand that emerges from the grass and pokes him in the nose. "And where are you going?" Rafiki asked. "Nuh... Nowhere." Kovu said. Rafiki pops out of the grass. "Ha! That's what you think." Rafiki points at Kovu, then ducks back into the grass. Kovu bends down to look for him and laughs.

The grass stalks wave behind Kovu as Rafiki races away. Kiara watches him go. Kovu looks over one shoulder. "Who was that?" Kovu asked. " Uh..." Kiara sidles up to Kovu. "Friend of the family." She said. Kovu turns around to see Rafiki lounging on his back and playing with his tail. Rafiki points. "Come on!" Rafiki hops off Kovu's back. "You follow old Rafiki." Rafiki tugs on Kovu's tail. "He knows the way!" Rafiki races away. Kovu glares after him. "Way to where?" He asked. Rafiki stands on a tall cliff above Kovu and Kiara, holding a vine. "You follow! You see!" Kovu and Kiara exchange mystified glances. Rafiki swings away on the vine. "Hurry, now!" Kiara pelts after Rafiki. "Kovu, come on!" Kovu follows Kiara. Rafiki swings overhead. Kovu and Kiara skid to a halt. "Where's he taking us?" Kovu asked. Kovu and Kiara stare in confusion. Before them is a jungle with a waterfall. "Oh, to a special place in your heart." Kovu and Kiara look around. "Called" Rafiki hangs down and angles Kovu's and Kiara's heads toward one another. "Upendi!" Rafiki nudges Kovu's and Kiara's noses together.

They smile. Rafiki stands atop a leaf chair that is floating down a river. Kovu and Kiara sit below him. The chair bobs toward a waterfall. In the sky, a crescent moon appears.. "There's a place where the crazy moon." Several monkeys sing in trees. "Makes the monkeys sing" Two baboons kiss, then hang on a vine from their tails. "And the baboons swoon " One of the baboons picks a flower and hands it to Rafiki as the chair floats by below him. "And the sultry scent of the lotus bloom" Rafiki gives the flower to Kiara, who holds it up for Kovu to sniff. "Will carry you away." Kovu sniffs the flower, then sneezes. Rafiki points to several hippos, who are hanging from jungle vines. "While the hippos swing from the jungle vines and" several rhinos dance by in a conga line. The rhinos rhumba in a conga line," several flamginos stand with their heads together, then fall to the ground. 

Stars appear over their heads. "All the pink flamingos are intertwined" Rafiki gathers the stars in his arms. "As the stars come out to play." Rafiki tosses the stars into the sky. "Ooh!" Many animals dance together on a grassy plain. "In Upendi!" Rafiki catches two fruits that fall into his hands. "Where the passion fruit grows sweet!" Rafiki hops onto Kovu and Kiara's chair. He feeds Kiara one of the fruits "And it's so divine" Rafiki offers the other fruit to Kovu, who holds up a paw in refusal. "That you lose your mind" Rafiki tosses the fruit away. As it sweeps you off your feet." The chair floats down the river, coming upon more animals on the shore. "In Upendi!" Rafiki grabs a nearby stick and uses it to guide the chair down the river. It slides down a small waterfall. Without a worry or a care." Rafiki tosses the stick away. He grabs a nearby pink leaf that is shaped like a heart. "It just takes two to make it true." Rafiki forces the leaf over Kovu's head, like it's a heart-shaped mane. "Your heart will lead you there." Kiara laughs.

Kovu tugs the leaf off his head. Kiara grins up at Rafiki. "Where is it?" She asked. Rafiki covers Kiara's eyes with one hand. With his other hand, he cleans out her ear. "No place you don't take with you." Kiara laughs. The chair falls over a waterfall, throwing Kovu and Kiara free. Rafiki leaps away as they fall. "You better watch your step 'cause the path is steep." Kovu and Kiara land in a bucket full of water. "Better hold your breath 'cause the water's deep." Rafiki pulls a lever next to the bucket, which opens and deposits Kovu and Kiara. "It's a long way down over lovers' leap," Rafiki floats down on a leaf, holding an arrow. He tosses the leaf and arrow away as he falls. "But falling's half the fun!" Kovu and Kiara fall back onto the chair in the river and laugh. "In Upendi!" Kovu smiles up at Rafiki, who is standing on the chair. Fruits begin to fall around them. "Where the passion fruit grows sweet!" Kovu swallows a fruit,

but it gets lodged in his throat. "And it's so divine" Kiara catches fruits happily. She notices Kovu struggling to swallow. "That you lose your mind" Kiara kisses Kovu's cheek "As it sweeps you off your feet!" Kovu swallows the fruit and smiles with his tongue hanging out, clearly smitten. Rafiki balances several fruits on his fingers and nose. "In Upendi!" Rafiki kicks one of the fruits onto a field of butterflies, behind which several animals dance in a conga line. The butterflies flit into the air. "Without a worry or a care. It just takes two." Rafiki nudges Kovu's and Kiara's noses together. They smile. "To make it true." 

Rafiki drifts downward on a leaf. "Your heart will take you there." Rafiki leads a conga line of animals, each of which is holding a miniature bush. "You can beat the bush" The animals toss down their bushes and each put a hand to their eyes, as if looking at something from afar. "Like there's no tomorrow," Rafiki hops onto the top of Mount Kilimanjaro. "From Tanganyika to Kilimanjaro, but you'll find Upendi" Rafiki opens the peak of Mount Kilimanjaro like it's a hatch, and butterflies flood out. "Wherever you are." Rafiki pulls down an orange cloth that becomes a sunset. "Oh, underneath the sun." "Upendi. It means love, doesn't it?" Kiara asked. Rafiki spreads his arms wide. Behind him, hearts pulse from the setting sun. "Welcome to Upendi!" A waterspout lifts Kovu and Kiara's leaf. Below them, several animals dance by in a conga line. "In Upendi!" "Where the passion fruit grows sweet.

Rafiki, who is standing in a tree, tosses fruits into the mouths of two rhinoceroses at the front of the conga line. They eat the fruits and jump into a nearby river. "And it's so divine that you lose your mind" Rafiki repeats the process with a zebra couple. "As it sweeps you off your feet" Kovu and Kiara exchange grins, then jump off the waterspout into the pool below. "In Upendi!" Kovu and Kiara join the back of the conga line. "Without a worry or a care." Kovu and Kiara eat the fruits Rafiki tosses them, then jump into the river. "It just takes two to make it true." Kovu and Kiara float down the river on their backs. "Your heart" Kovu and Kiara go over a cliff, but a heart-shaped parachute sprouts from their backs. "Will take you there." The animal couples, Kovu and Kiara, and Rafiki begin to float toward one another. The floating animals form a pattern in the sky that becomes stars. Outside the den entrance, Kovu and Kiara pause. 

They nuzzle. "Good night." Kovu said. "Good night." Kovu and Kiara look at the den entrance, then at Kovu's rock on the promontory. Kiara walks into the den, while Kovu moves toward his rock. Before entering the den, Kiara looks over one shoulder at Kovu, clearly smitten. (Y/n) watches Kiara enter the den. She turns and looks on as Kovu settles down beside his rock. With a perplexed look, she glances from Kovu to the den. Slowly, a smile spreads across her face. Kovu, who is lying down, looks up in concern as (Y/n) approaches him. "It's kinda cold tonight, huh? Come on in." She said. Kovu looks at her in surprise and she gives him a sweet smile. (Y/n) then walks toward the den. With a grateful smile, Kovu follows her. From below Pride Rock, Vitani watches Kovu follow her toward the den. She pants excitedly. "Get her!" Kovu continues to follow (Y/n). "What are you waiting for? Kovu, get her!" Vitani crouches low. Kovu follows the female lion into the den. Vitani snarls and turns and races away. Vitani stands before Zira. Zira juts her head at Vitani. "You're sure?" She asked. "Affirmative. I saw it with my own eyes." She said. "No..." Zira turns and strides away from Vitani. "Kovu cannot betray us."