Meanwhile, in the outlands, all the outsiders were finding food while a black maned lion, Nuka was sulking to himself.

Nuka: (muttering to himself) Kovu, kovu, kovu, Scar wasn't even his father, we just took him in. (Sees Vitani) Hey Vitani, where's little termite Kovu, the chosen one! (Scratched the branch that Vitani is grabbing on)

Vitani: Nuka, where's Kovu? Did you leave him out there in his own again?!

Nuka: Hey! It's every lion for himself out there, that little termite's gotta learn to be on his own!

Vitani: Mother's gonna be mad, she told you to watch him!

Nuka: Oh, who cares, I should've been the chosen one (scratches himself) I'm the oldest, the strongest, the smartest...Oooooogh! These termites! (Scratches even more) I could be the leader if she just give me a chance.

Vitani: Yeah right, why don't you tell it to her!

Nuka: Oh yeah, don't think I won't!

Vitani: Oh yeah, here's your chance.

Nuka: What, oh mother, mother, hi! (Sees Zira with Kovu) Mother, I caught some field mice for your dinner, I left them by the...ok.

Vitani: (sees Kovu) Hey Kovu, wanna fight?

Zira: (snarls at Nuka) You were supposed to be watching him!

Kovu: It's not his fault, I went off on my own!

Zira: What are you doing?

Kovu: Nothing

Zira: Who made us outsiders?

Kovu: Simba!

Zira: Who killed Scar?

Kovu: Simba

Zira: What have I told you about them!

Kovu: I'm sorry, mother, they didn't seen so bad, I thought we could be...

Zira: Friends? You thought you you'd get to those royal brats, and Simba would welcome you with open arms? What an idea! What an IDEA! You brilliant child! I am so proud of you. You have the same conniving mind that made Scar so powerful!

Nuka: Yuck!

Zira growls at him and takes Kovu to their own dead.

Zira: I now see the path to our glorious return to power!

Kovu: But I don't want...

Zira: Hush! Hush my little one, you must be exhausted.

Sleep, my little Kovu
Let your dreams take wing
One day when you're big and strong
You will be a king

Kovu: Good night...

Zira: Good night, my little prince. Tomorrow, your training intensifies.

I've been exiled, persucuted
Left alone with no defense
When I think of what that brute did
I get a little tense

But I dream a dream so pretty
That I don't feel so depressed
'Cause it soothes my inner kitty
And it helps me get some rest

The sound of Simba's dying gasp
His daughter squealing in my grasp
His lionesses' mournful cry
That's my lullaby

Now the past I've tried forgetting
And my foes I could forgive
Trouble is, I knows it's petty
But I hate to let them live

Nuka:
So you found yourself somebody who'd chase Simba up a tree

Zira:
Oh, the battle may be bloody, but that kind of works for me

The melody of angry growls
A counterpoint of painful howls
A symphony of death, oh my!
That's my lullaby

Scar is gone... but Zira's still around
To love this little lad
Till he learns to be a killer
With a lust for being bad!

Nuka:
Sleep, ya little termite!
Uh- I mean, precious little thing!

Vitani:
One day when you're big and strong

Zira:
You will be a king!

The pounding of the drums of war
The thrill of Kovu's mighty roar

Nuka:
The joy of vengeance

Vitani:
Testify!

Zira:
I can hear the cheering

Nuka and Vitani:
Kovu! What a guy!

Zira:
Payback time is nearing
And then our flag will fly
Against a blood-red sky

All:
That's my lullaby!