The film opens where the previous film ended, set approximately one year later, where Rafiki (Robert Guillaume) gathers the animals of the Pride Lands together for the presentation of Simba (Matthew Broderick) and Nala’s (Moira Kelly) new daughter Kiara. Mufasa's spirit (James Earl Jones) watches over the ceremony. four years later, Simba becomes very overprotective of a now 4-year-old Kiara (Michelle Horn), assigning Timon and Pumbaa (Nathan Lane and Ernie Sabella) to be her babysitters. One day while they are arguing, Kiara sneaks into the "Outlands" where she meets a young cub named Kovu (Ryan O'Donohue). After escaping a river filled with crocodiles, the two become friendly but Simba and Kovu's mother, Zira (Suzanne Pleshette), quickly end their playing. Zira reminds Simba that he exiled 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, then sings to her that they "are one". In the Outlands, Zira's eldest son, Nuka (Andy Dick), complains to his younger sister Vitani (Lacey Chabert) 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 at age 18, Kiara (Neve Campbell) heads out from home to do her first solo hunt. However, Simba sends Timon and Pumbaa to keep an eye on her, after promising to let her do it on her own. Furious to find out her father has lied, Kiara goes further from home to hunt, though is still unsuccessful in her efforts. Nuka and Vitani (Jennifer Lien) set fire to the plains where Kiara is hunting, causing her to faint and giving Kovu (Jason Marsden) the chance to rescue her. Drawn by the smoke, Simba finds them together and reluctantly thanks Kovu for the rescue and allows him to come to Pride Rock, though Simba forces him to sleep outside. That same night, Simba has a nightmare about his father's death, only in the dream Scar morphs into Kovu and Simba takes his father's place falling off the cliff. He goes outside to 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 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"–love. After a musical journey through the jungle, the two fall in love.
That night, Simba invites Kovu to sleep inside. Vitani sees the two walking inside, and notices that Kovu failed to attack Simba when he had his chance. In the morning, a profoundly changed Kovu resolves to confess to Kiara his true original intentions and his abandonment of them, but before he can do so, Simba calls him over for a private discussion. The lions go for a walk, and Simba 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. 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 and scarring his eye. Breaking from his mother, Kovu returns to the Pride Lands and begs forgiveness. Believing Kovu was behind the ambush, the wounded Simba exiles him and orders Kiara confined to Pride Rock. 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 Simba that the fighting has to stop. She then tells him that the Outsiders are part of the pride, and that she understands what he meant when he sang "we are one". Zira ignores her, but Vitani agrees with Kiara, who realizes that she had enough hate throughout her life and favors peace as the alternative. 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. Unlike her father, Kiara offers to help her opponent. However, 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.
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