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"Yeeeee-haaa!" Kovu yelped.

They notice the rhinos and come skidding to a halt; they notice the birds all sitting on top of the rhinos' heads.

"Uh-oh." Kiara said.

The lions, Timon, and Pumbaa turn tail and run back the way they came; the rhinos are in hot pursuit.

to Pumbaa, as Pumbaa turns a corner using the edge of a small overhang "Hang rhino!" The lions turn sideways into a crevice in the rocks, where they hide while the rhinos pass by. They're laughing with delight

Te lions turn sideways into a crevice in the rocks, where they hide while the rhinos pass by. They're laughing with delight.

"Wha a blact!" Kovu sia.d

"Oops...Sorry," Pumbaa says

Timon then gives Kovu a noggie to the head, "Your alirght kid...your alright,"

Kovu said, "Hey." Catching Timon off gyuard.

"...You're okay." Timon said once moreThey now try to squeeze out of the crevice. Amid "'Scuse me, pardon me" from Timon, Kiara's muzzle brushes up against Kovu's. They look at each other, both quite embarrassed.

"Um... s-sorr-- uh..." Kiara muttered.

Timon and Pumbaa have extricated themselves and are some way up the pathway "Hey! Are you two comin' or what?" Timon shouts The lions walk off, side by side and laughing. Purrs soon mix with their laughter

Scene switch; Kiara and Kovu are lying on their backs, watching the clouds and giggling.

"See that? See that? Look at that! It's really pretty." Kovu admired.

"What? Oh yeah! Um-- look... there's one that looks like a baby rabbit. See the fluffy tail?" Kiara says fakly.

"Yeah... hey! There's one that looks like two lions killing each other for a scrap of meat!" Kovu said, laughing.

This isn't Kiara's cup of tea, and she grimaces.

"Ah, I've never played this before." Kovu pointed out.

"Really? My father and I used to do this all the time. He says all the great Kings of the past are up there." Kiara said.

"You think Scar is up there?" Kovu asked.

They look at each other; Kovu gets up and moves off.

"No one here thinks he's very great... do they? He wasn't my father, but he was still..." He sighs gently. "part of me."

"My father said there was a... a darkness in Scar that he couldn't escape." Kiara sighed.

"Maybe there's a darkness in me too." Kovu said sadly.

Kiara puts her paw on Kovu's, and they nuzzle. The camera trucks back, and we see Simba watching from a hill some distance away. He addresses the sky.

"Father... I am lost. Kovu is one of them. Scar's heir. How can I accept him?" Nala approaches from behind "Simba?" "I was... seeking counsel from the Great Kings." he says "Did they help?" Nala says, "Silent as stars. My father would never--" Simba began, "Oh, Simba... you want so much to walk the path expected of you. Perhaps Kovu does not." "What? How do you know what--" Simba asks surprised, "I can see them down there just as easily as you can. Get to know them and see." Nala chuckles
She turns and walks off; after a moment of hesitation, Simba follows.

"What's wrong?" KIara asked

"Nothing." Kovu replied.

"Kovu..."

"It's just that... my whole life I've been trained to..." He stops} "Nothing. I gotta go." turns and walks off

"Kovu-- wait."

Kovu pauses a moment, and looks back at Kiara's face, staring back at him; he looks away and moves to continue, but is topped by Rafiki's finger pointing up from the grass.

"And where are you going?" Rafiki asked.

"Nuhh... nowhere."

Rafiki springed up. "That's what you think!" Rafiki slips under Kovu and vanishes in the grass.

Kovu said confusedly, "Who was that?"

"Uh... " KIara was amused, slightly apologetic. "friend of the family."

Kovu looks back and finds Rafiki lying on his back. Rafiki slips off and darts away, tugging Kovu's tail and laughing.

"Come on! You follow old Rafiki; he knows the way!"

"The way where?" Kovu asked, hesitating.

"You follow-- you'll see! Hurry now!"

Kiara giigled. "Kovu, c'mon!"

The lions run after Rafiki, who is swinging Tarzan-like from tree to ree and laughing eerily.

"Where's he taking us?" Kovu asked with intrest.

Rafiki lowers himself from above their heads. "To a special place in your heart... called Upendi!"

He pushes their muzzles together. As he narrates the song, monkeys of various types dance to illustrate it. Hundreds of animals of all kinds surround them, sweeping the lions up in the spirit. The scene takes on the appearance of a Tunnel of Love, with the two lions being swept down a jungle stream with the matchmaking Rafiki orchestrating the atmosphere.

Rafiki started to sing,
"There's a place where the crazy moon
Makes the monkeys sing and the baboons swoon
And the sultry scent of the lotus bloom
Will carry you away"

"Where the hippos swing from the jungle vines
And the rhino rhumba in a conga line
And the pink flamingoes are intertwined
As the stars come out to play"

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will lead you there"

"Where is it?" Kiara asked.


"No place you don't take with you..." Rafiki started to sing onc emore.

"You better watch your step 'cause the path is steep
Better hold your breath cause the water's deep
It's a long way down over Lovers' Leap
But falling's half the fun!"

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will take you there."

"You can beat the bush like there's no tomorrow
From Tanganyika to Kilimanjaro
But you'll find Upendi wherever you are
Oh underneath the sun!"


"Upendi-- it means "love", doesn't it?" Kiara inquiered.


Rafiki laughed. "Welcome to Upendi!" Rafiki once again started to sing.

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will take you there."


"pendi!" Kiara yelped.

"D
own in Upendi
Way down In Upendi"

The last few lines repeat and fade away. The song ends with Kiara and Kovu still singing the words "In Upendi". They are alone out on the savannah again.

"ood night..."

"Good night..."

Kiara walks off to the main cavern, and Kovu goes back to his standing stone on the promontory; Simba appears in thedirection Kiara is walking, and he approaches Kovu.

"What's wrong?" KIara asked

"Nothing." Kovu replied.

"Kovu..."

"It's just that... my whole life I've been trained to..." He stops} "Nothing. I gotta go." turns and walks off

"Kovu-- wait."

Kovu pauses a moment, and looks back at Kiara's face, staring back at him; he looks away and moves to continue, but is topped by Rafiki's finger pointing up from the grass.

"And where are you going?" Rafiki asked.

"Nuhh... nowhere."

Rafiki springed up. "That's what you think!" Rafiki slips under Kovu and vanishes in the grass.

Kovu said confusedly, "Who was that?"

"Uh... " KIara was amused, slightly apologetic. "friend of the family."

Kovu looks back and finds Rafiki lying on his back. Rafiki slips off and darts away, tugging Kovu's tail and laughing.

"Come on! You follow old Rafiki; he knows the way!"

"The way where?" Kovu asked, hesitating.

"You follow-- you'll see! Hurry now!"

Kiara giigled. "Kovu, c'mon!"

The lions run after Rafiki, who is swinging Tarzan-like from tree to ree and laughing eerily.

"Where's he taking us?" Kovu asked with intrest.

Rafiki lowers himself from above their heads. "To a special place in your heart... called Upendi!"

He pushes their muzzles together. As he narrates the song, monkeys of various types dance to illustrate it. Hundreds of animals of all kinds surround them, sweeping the lions up in the spirit. The scene takes on the appearance of a Tunnel of Love, with the two lions being swept down a jungle stream with the matchmaking Rafiki orchestrating the atmosphere.

Rafiki started to sing,
"There's a place where the crazy moon
Makes the monkeys sing and the baboons swoon
And the sultry scent of the lotus bloom
Will carry you away"

"Where the hippos swing from the jungle vines
And the rhino rhumba in a conga line
And the pink flamingoes are intertwined
As the stars come out to play"

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will lead you there"

"Where is it?" Kiara asked.


"No place you don't take with you..." Rafiki started to sing onc emore.

"You better watch your step 'cause the path is steep
Better hold your breath cause the water's deep
It's a long way down over Lovers' Leap
But falling's half the fun!"

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will take you there."

"You can beat the bush like there's no tomorrow
From Tanganyika to Kilimanjaro
But you'll find Upendi wherever you are
Oh underneath the sun!"


"Upendi-- it means "love", doesn't it?" Kiara inquiered.


Rafiki laughed. "Welcome to Upendi!" Rafiki once again started to sing.

"In Upendi
Where the passionfruit grows sweet
And it's so divine
That you lose your mind
As it sweeps you off your feet
In Upendi
Without a worry or a care
It just takes two
To make it true
Your heart will take you there."


"pendi!" Kiara yelped.

"D
own in Upendi
Way down In Upendi"

The last few lines repeat and fade away. The song ends with Kiara and Kovu still singing the words "In Upendi". They are alone out on the savannah again.

"ood night..."

"Good night..."

Kiara walks off to the main cavern, and Kovu goes back to his standing stone on the promontory; Simba appears in thedirection Kiara is walking, and he approaches Kovu.

"It's... kinda cold tonight, huh? Come on" Simba says as he leads Kovu into Pride Rock

Vitani watches from a distance as the two lions make their way back into the cavern. "Get him! What are you waiting for? Kovu, get him!" She said, hushed to herself. She lies down and stares with despair as she realizes Kovu is not going to attack Simba. She hisses and jumps up, rushing back to report to Zira. Scene changes back to Zira's location.

Zira snarls in anger "You're sure?"