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- Simba, Timon, and Pumbaa lie in the grass, contemplating the night sky.
- Simba tells Timon and Pumbaa what his father once told him: that the great kings of the past are up in the stars, watching over them.
- Timon and Pumbaa think the idea is hilarious, and Simba tries to laugh with them, but he gets sad. He flops down on the edge of a cliff, kicking up some grass and flower petals.