- Scar orders Sarabi up to Pride Rock and chastises her for being unable to find food.
- Sarabi tells him that all of the food is gone and that if the lions are to survive, they've got to leave the Pride Lands. Scar refuses to leave.
- Just then, Simba leaps down into Scar's lair. At first, both Scar and Sarabi mistake him for his father. Then, they're surprised to see that Simba is still alive.
- Simba demands that Scar step down, but Scar demurs. He then forces Simba to tell the lionesses that he was the one responsible for Mufasa's death.
- Scar tries to chase Simba off the edge of Pride Rock.
- As Simba is dangling there, Scar grabs his paws—just as he grabbed Mufasa's all those years ago—and whispers to Simba that he's really the one who killed Mufasa.
- Spurred on by Scar's confession, Simba leaps up off the edge of the rock and forces Scar to confess to Mufasa's murder.
- A giant battle between the lions and the hyenas ensues.
- Simba corners Scar at the edge of a cliff. Scar tries to blame his evil on the hyenas, who are enraged.
- After a good, long fight, Simba throws Scar off the edge of the cliff. He falls into a briar pit, where the betrayed hyenas happily devour him.