The film centers around Simba and Nala's daughter, Kiara, who falls in love with Kovu, a male lion who was raised in a pride of Scar's followers and Simba's enemies, the Outsiders. Desperate to be together, they must overcome the two obstacles that are keeping them apart: Kovu's mother, Zira, and Simba's prejudices against the Outsiders.
Discussion began about the possibility of a sequel to The Lion King before the first film even hit theaters. Most of the original cast reprised their roles from the first film, with the knownable exceptions of Rowan Atlkinson, who was replaced by Edward Hibbert as the voice of Zazu in this film and its follow-up/predecessor The Lion King 1 1/2 and Jeremy Irons, who was replaced by Scar's singing voice actor from the first film Jim Cummings as the voice of Scar in this film. Also, Madge Sinclair, who was the voice of Simba's mother Sarabi, died before this film was released, therefore her character was written out.
The film opens where the first film ended where Rafiki gathers the animals of the Pride Lands together for the presentation of King Simba and Queen Nala's new daughter Kiara. Mufasa's spirit watches over the ceremony.
Later in the morning, Simba becomes very over-protective of young Kiara, assigning Timon and Pumbaa to be her babysitters. One day while they are arguing over their lunchtime, Kiara sneaks into the "Outlands" where she meets a young cub named Kovu. After escaping a river filled with crocodiles, the two become friendly, but Simba and Kovu's mother, Zira, quickly end their playtime. Zira reminds Simba that he banished the outlanders, and notes that if he wants to punish them, Kovu is Scar's hand-chosen successor. Unwilling to harm the cub, Simba orders them to leave and later scolds Kiara for endangering herself and wants her to be careful when she is the future queen. In the Outlands, Zira's eldest son, Nuka, complains to his younger sister Vitani about Kovu's status as "the Chosen One". At that moment, Zira returns and scolds both of her sons, but then decides that she can use Kovu's new friendship with Kiara to get her revenge against Simba.
Now a young adult, Kiara heads out from home to do her first solo hunt. However, Simba is worried and fearful of his daughter unprotected and sends Timon and Pumbaa to watch her again, after promising not to. Furious to find out her father has lied, Kiara goes further from home to hunt away from the Pridelands, though is still unsuccessful in her efforts. Nuka and Vitani set fire to the plains where Kiara is hunting, causing her to faint and giving Kovu the chance to rescue her. Drawn by the smoke, Simba finds them together and reluctantly thanks Kovu for rescue his daughter and allows him to come to Pride Rock, though he is ordered to sleep outside the den. That same night, Simba has a nightmare about his father's death, only in the dream, Scar morphs into Kovu and throws the panicked and frightened Simba off the cliff. In the morning, he walks outside the den and yawns and stretches and goes to drink on a watering hole where Kovu contemplates attacking him, but Kiara interrupts and they go off together so Kovu can help her learn to hunt. During the lesson, they run into Timon and Pumbaa struggling with some birds, so the two lions help them chase the birds off. Together, they have fun playing, something Kovu notes he has never experienced before. That night, Kovu tells Kiara that he is not Scar's real son, but "was a part of him". Simba, who is hesistant to trust the young Outlander around his daughter, seeks guidance from the "Great Kings" and Nala advises him to give Kovu a chance, because he is not his father. Kovu decides to leave after trying to confess his real intentions, but Rafiki stops and invites the young lions to experience "Upendi"– which means love. After a musical journey through the jungle, the two deeply fall romantically in love. Then Simba finally warms up to Kovu and invites him to the den and sleep.
In the morning, Simba invites Kovu for a walk and tells him the true story of Scar, which Kovu had never heard. However, their walk is interrupted by an ambush by Zira and her pride, and Simba realizes that Kovu had set him up and Kovu claims he had hothing to do with this. After a brief fight, Simba manages to escape by scaling a wall of logs in a gorge. In chasing after him, Nuka slips and is killed by falling logs. Zira blames Kovu for Nuka's death, swiping a paw across his face, leaving a scar across his eye that resembles Scar's. Breaking from his mother, Kovu returns to the Pride Lands and begs the king for his forgiveness. Believing Kovu was behind the ambush, the wounded and shortsighted Simba exiles him and strictly orders Kiara to be confined in Pride Rock. Kiara is furious because her father refuses to listen to Kovu, and Simba claims he's doing what his father would have wanted, and she angrily defies him, saying YOU WILL NEVER BE MUFASA! horrifying and hurting him. Later that night, Kiara escapes and reunites with Kovu far from home.
Meanwhile, Zira leads her pride in a war against the Pride Lands, and a fierce fight breaks out. As Zira and Simba face off, Kovu and Kiara leap between them and Kiara tells her father that the fighting has to stop. She then tells him that the Outsiders are part of the pride, and she and her father peacefully nuzzled and reconciled. Zira ignores her, but Vitani agrees with Kiara. Zira tells her daughter that she will die too if she will not fight, which turns the other Outlanders against her and they go to Simba's side. Now alone, Zira leaps for Simba, but Kiara pushes her away and they fall over a cliff. Kiara lands on a rock, but Zira is sliding towards a storm-swollen river. Kiara offers to help, but Zira, like Scar, is unable to let go of her hate and falls to her death. Simba helps his daughter back up the cliff and allows the Outlanders, including Kovu, to return to the Pride Lands, and Kovu is allowed to stand with Kiara at the top of Pride Rock. Mufasa's spirit proudly watches over from among the stars and praises his son for his decision.
- Neve Campbell as Kiara
- Michelle Horn as Young Kiara
- Charity Sanoy as Young Kiara's singing voice
- Liz Callaway as Adult Kiara's singing voice
- Jason Marsden' as Kovu
- Ryan O'Donohue as Young Kovu
- Gene Miller as Adult Kovu's singing voice
- the late Suzanne Pleshette as Zira
- Nathan Lane & Ernie Sabella as Timon and Pumbaa
- Matthew Broderick as Simba
- Cam Clarke as Simba's singing voice
- Moira Kelly as Nala
- Robert Gumillaume as Rafiki
- Andy Dick as Nuka
- Jennifer Lien as Vitani
- Lacey Chabert as Young Vitani
- Edward Hibbert as Zazu
- James Earl Jones as Mufasa
- Jim Cummings as Scar
- "He Lives in You" - This is an original song by Lebo M and his African choir. This song represents Kiara's birth and is also the equivalent of "Circle Of Life". The song can also be a reference to when Rafiki told Simba in the first film that Mufasa "lives" in him. Also appears in the Broadway version of the first film. It was considered as the only song to be composed by Hans Zimmer, the man who composed the original film.
- "We Are One" - Sung by Cam Clarke and Charity Sanoy. Following Kiara's encounter with Kovu and Zira, which puts herself in danger, Simba explains how important she is to the pride and that the pride is one. The musical equivalent to the first film's talk about the Great Kings of the Past with Mufasa and Simba.
- "My Lullaby" - Sung by Suzanne Pleshette, Andy Dick, and Crysta Macalush. Zira's lullaby to Kovu, which outlines her plot for him to kill Simba and how proud it would make her. The equivalent to "Be Prepared" as the song is talking about how they plan to murder Simba just like how Scar's song talked about killing both him and Mufasa in the previous film. The song's ending is similar to the end of "Be Prepare" with Zira towering over the Outlanders mirrors Scar towering over the hyenas at the end. They are even standing on similar structures; For Scar, forms of rock that suddenly came out of the ground during the song, and, for Zira, a massive termite mound that is part of the group of termite mounds that the Outsiders live in. Zira's treatment of Nuka during the song also resembles Scar's abuse of Shenzi,Banzai and Ed.
- "Upendi" (Swahili for "love") - Sung by Robert Guillaume, Liz Callaway, Gene Miller, and Ladysmith Black Mambazo. Rafiki's song to Kiara and Kovu about love and happiness. Sung by Rafiki and his animal friends. Also the equivalent to "Hakuna Matata", from the first film, as well as "I Just Can't Wait To Be King" visually.
- "Not One Of Us" - Sung following Kovu being exiled by Simba after he wrongfully accuses Kovu of betraying him in an attempt by the Outlanders to assassinate him. This was the first time the animals outside of the main characters (they talk in Lion King 1½) and the lions in both films (they congratulate Kiara when she hunts) have been seen talking. This is the only song to not have an equivalent to the first film, but lyrically, may reflect on Mufasa's death.
- "Love Will Find A Way" - Kiara and Kovu's first encounter following Kovu's banishment where they decide their love is too strong for their differences to keep them apart. Similar to "Can You Feel The Love Tonight". Liz Callaway and Gene Miller provide the singing voices for Kiara and Kovu in the film. The end title is performed by R&B artists Kenny Lattimore and Heather Headley.
- Due to Joseph Williams's (Simba's singing voice) absence in this film, Cam Clarke (voice of Simba on the Timon and Pumbaa series) was called to record the song "We are One".
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