(When we last left off...Mistimba, the prince of the lion king Deutfasa, was conversing with his uncle Mascarvity, excited that he'll soon be King. Mascarvity is less than thrilled, but does tip him off to something...that dark area Deutfasa tells Mistimba not to go into contains an elephant graveyard...)

POUNCE: Home, of course, to Bustopher Jones' ancestors.

BUSTOPHER: WELL, I NEVER!

MAC: Hey, don't I get a cool line in here?

MATT: Oh yeah...

MISTO: (in character) You're so weird, Uncle Mascarvity.

MAC: You have no idea.

MATT: Feel better, Macavity?

MAC: Much.

(So anyway...Mistimba and his girlfriend, Jemala, trick their parents into thinking they're just going for a little stroll. Jellabi insists that they bring Zazustrap with them...)

MATT: Uh, where's Munkustrap?

MUNKU: THERE IS NO WAY I AM HUMILIATING MYSELF ANY FURTHER! Just look at this costume! My fur is covered with feathers! And this Toucan Sam nose...

MATT: Well excuse me for not being able to get Julie Taymor to help us with this production!

MUNKU: You'll get yours. (trudges out on stage)

(So anyway, Mistimba and Jemala are being real brats to Zazustrap, prompting a big discussion about what would happen once Mistimba was King...)

BOMBALURINA: Song cue if I ever heard one.

MISTO: Did you have to remind him?

(starts to sing)

I'm gonna be a mighty king

So enemies beware!

MUNKU: Well, I've never seen a king of beasts

With quite so little hair

MISTO: I'm gonna be the mane event

Like no king was before

I'm brushing up on looking down

I'm working on my roar!

MUNKU: Thus far, a rather uninspiring thing

(The other cats come out dressed as various jungle animals)

MISTO and ALL: Oh, I just can't wait to be king!

MISTO: No one saying do this

JEMIMA: No one saying be there

MISTO: No one saying stop that

JEMI: No one saying see here

MISTO: Free to run around all day

Free to do it all my way

ALL: Oh, I just can't wait to be king!

MUNKU: I think it's time that you and I arranged a heart to heart

MISTO: Kings don't need advice from little hornbills for a start!

MUNKU: I'm not a hornbill, I'm a cat. I'm just PLAYING a hornbill under protest!

MATT: Just sing, Munkustrap!

MUNKU: Oh, all right. (gets back into character and sings again)

If this is where the monarchy is headed, count me out!

Out of service, out of Africa...

POUNCE: "Out Of Africa"? That was a LONG movie.

MUNKU: (hisses at Pouncival and continues) I WOULDN'T HANG ABOUT!

This tom is getting wildly out of wing

MISTO: Oh I just can't wait to be king!

Everybody look left

Everybody look right

Everywhere you look I'm

Standing in the spotlight!

ALL: Let every creature go for broke and sing

Let's hear it in the herd and on the wing

It's gonna be King Mistimba's finest fling

MISTO: Oh I just can't wait to be king!

(Well, he was so caught up in the song that he, Jemala, and Zazustrap end up at the elephant graveyard. Once they get inside, they run into three hyenas...Rumpzi, Mungzai, and Pouncedval...)

POUNCE: Hey, how come I play the idiot hyena who just laughs all the time?

TUMBLE: Well, if you think about it, it's a very passable part for you. For after all, you are the wisecrack tom, and who would be better to play a giggling joker of a hyena?

POUNCE: Tumblebrutus, you are SO dead.

(...Mistimba tries to act all tough around them, but they almost fricasee Zazustrap and kill the two lion cubs, so Deutfasa comes and rescues them. He's a bit miffed at his son, and offers more pearls of fatherly wisdom..that being brave is only part of being a king, and that Mistimba must wait his turn...)

OLD D: Our time as a ruler rises and falls like the sun. The sun will set on my time here and will rise with you as the new king.

POUNCE: A stitch in time saves nine. A penny saved is a penny earned...

MATT: POUNCIVAL! What do those sayings have to do with this play?

POUNCE: Hey, Old D can't be the only one to dish out words of wisdom?

MATT: At least make them relevant to the parody, if you must...

(So we see Deutfasa and Mistimba under the stars...)

MISTO: We'll always be together, right?

OLD D: Mistimba, let me tell you something my father told me. Look at the stars, the great kings of the past are up there watching over us.

MISTO: Really?

OLD D: Yes. So whenever you feel alone just remember that those kings will always be there to guide you and so will I.

OTHER CATS: Awwwwww.

(Meanwhile, in the elephant graveyard, Mascarvity is talking with his hyena cohorts. He is rather ticked at them because he let the two lion cubs get away, thus thwarting Mascarvity's plans to bump Mistimba off, but he's not done with them yet. He sings a song of his diabolical plan to become King...)

MAC: (sings) I know that your powers of retention

Are as wet as a warthog's backside

But thick as you are, pay attention

My words are a matter of pride

It's clear from your vacant expressions

The lights are not all on upstairs

But we're talking kings and successions

Even you can't be caught unawares

(he increases in intensity here)

So prepare for a chance of a lifetime

Be prepared for sensational news

A shining new era

Is tiptoeing nearer

RUMPLETEAZER: An' where do we feature?

MAC: Just listen to teacher

I know it sounds sordid

But you'll be rewarded

When at last I am given my dues

And injustice deliciously squared

BE PREPARED!

DEM: OK, now he's scaring me.

MUNGOJERRIE: Yeah, roight! Be prepared...eh, for wot?

MAC: For the death of the King.

MUNGO: Why? Is 'e sick?

MAC: No, we're going to kill him, and Mistimba too.

MUNGO, RUMPLE & POUNCE: No king, no king, lalalalalala...

MAC: IDIOTS! I WILL BE KING! Stick with me and you'll NEVER GO HUNGRY AGAIN!

MUNGO: Roight! Long live the King!

MUNGO, RUMPLE & POUNCE: It's great that we'll soon be connected

With a King who'll be all time adored

MAC: Of course, quid pro quo you're expected

To take certain duties on board

The future is littered with prizes

And though I'm the main addressee

The point that I must emphasize is

You won't get a sniff without me!

So prepare for the coup of the century

Be prepared for the murkiest scam

MUNGO, RUMPLE & POUNCE: Ooooh!

MAC: Meticulous planning

MUNGO: We'll 'ave food!

MAC: Tenacity spanning

RUMPLE: Lots o' food!

MAC: Decades of denial

MUNGO: We repeat

MAC: Is simply why I'll

RUMPLE: Endless meat

MAC: Be king undisputed

MUNGO, RUMPLE & POUNCE: Aaaah!

MAC: Respected, saluted

MUNGO, RUMPLE & POUNCE: Aaaah!

MAC: And seen for the wonder I am

MUNGO, RUMPLE & POUNCE: Aaaah!

MAC: Yes, my teeth and ambitions are bared,

BE PREPARED!

MAC, MUNGO, RUMPLE, & POUNCE: Yes, our teeth and ambitions are bared

BE PREPARED!

MAC: BWAHAHAHAHAHAHAHAHAAAAAAA!

MATT: (to the other cats who hid during the song) OK, it's safe to come out now.

DEM: That performance was just too scary.

MATT: You have to admit though, he gave Jeremy Irons a run for his money.

JULIE: Oh Mac, a word please... (gives him a piece of paper)

MAC: What the heck is this?

JULIE: Just a map to Glenn Close's house. (hands him Griz's leftover pills) Griz doesn't need these anymore, but methinks Glenn does. BWAHAHAHAHAHA!!!

MAC: Juliet, I like the way your mind works! Ever considered becoming a henchcat?

MATT: Don't even TRY it, Macavity.

MAC: Well excuuuuuse me! Good help is hard to find these days.

JEM: Although oddly enough, this parody will find that Scar has a "reversal of fortune" of his own...

MATT: Jeez, Jemima, don't give so much away!

(So anyway, Mascarvity takes Mistimba to a very dangerous area of the jungle for a surprise...which is Rumpzi, Mungzai, and Pouncedval scaring up a herd of wildebeests--in this case they're Macavity's henchcats wearing Viking helmets. Deutfasa is summoned and rescues Mistimba from the resulting stampede...but finds himself on the edge of a cliff, with a stampede under him, and Mascarvity holding on to him...)

OLD D: Brother! Save me!

MAC: Long live the KING! (lets go, and Deutfasa takes a header off the cliff. Fortunately there's a mat on the stage so Old D doesn't get hurt)

MATT: Hey, Macavity can be injured again and again and again, but I couldn't live with the guilt if I hurt Old Deuteronomy.

MAC: HEY!

MISTO: DAAAAAAAAD!!!!!

TANTOMILE: Easy on the ears, Misto!

MAC: Your father is dead, Mistimba. Leave here, and never come back!

(So Mistimba is wandering around the jungle, and he passes out from exhaustion, as Mascarvity has told Jellabi and the lionesses that Deutfasa and Mistimba have died. So Mistimba is passed out in the jungle when a warthog and meerkat, Bustbaa and Skimbon, notice him.)

BUSTOPHER: EXCUSE ME! A WARTHOG? Well, I never!

SKIMBLE: Bustopher, that's not the worst of it. Look how we enter. (shows him a script)

BUSTOPHER: WHAT?! HE has to ride on MY back?! I have a bad back!

POUNCE: Yeah, because it supports a 25-pound frame!

MATT: It's only for a few seconds, Bustopher. GET OVER IT.

(So Bustbaa and Skimbon ride on stage...BUstopher is wearing a large brown bodysuit with his whiskers greased forward like warthog teeth, and Skimbleshanks is wearing a light brown bodysuit...and they freak out when they see the depressed lion...until they realize he's a bit down and out...)

SKIMBLE: Gee, he looks blue.

BUSTOPHER: I'd say brownish-gold.

SKIMBLE: No, I mean he's depressed.

BUSTOPHER: Oh.

ALL: Oooooh, lousy pun.

MATT: Fortunately I didn't write it!

(Anyhow, Bustbaa and Skimbon teach Mistimba their motto...)

MATT: And this is my absolute favorite song from this show!

SKIMBLE: HAKUNA MATATA! What a wonderful phrase!

BUSTOPHER: HAKUNA MATATA, ain't no passing craze!

SKIMBLE: It means no worries for the rest of your days

SKIMBLE AND BUSTOPHER: It's our problem-free philosophy--Hakuna Matata!

MISTO: Hakuna Matata?

BUSTOPHER: It's our motto.

MISTO: What's a motto?

SKIMBLE: Nothing! What's a motto with you?

ALL: Oooooh, lousy pun.

BOMB: How can you two take this?

MATT: Well, Bombalurina, Pumbaa and Timon are basically here for comic relief.

POUNCE: We'll only be relieved when this parody is over.

MATT: Let them sing!

SKIMBLE: When he was a young warthog...

BUSTOPHER: WHEN IIII WAS A YOUNG WARTHOOOOOOOOOOG!!!

SKIMBLE: (rubbing his ears) Don't strain yourself.

(sings again) He found his aroma lacked a certain appeal

He could clear the savannah after every meal

BUSTOPHER: I'm a sensitive soul though I seem thick-skinned

And it hurt that my friends never stood downwind!

AND OHHHH, THE SHAME!

SKIMBLE: Oh, the shame!

BUSTOPHER: THOUGHTA CHANGING MY NAME!

SKIMBLE: What's in a name?

BUSTOPHER: AND I GOT DOWNHEARTED

EVERYTIME THAT I...

SKIMBLE: BUSTBAA! Not in front of the kid!

BUSTOPHER: Sorry.

SKIMBLE AND BUSTOPHER: Hakuna Matata, what a wonderful phrase

Hakuna Matata, ain't no passing craze

MISTO: It means no worries for the rest of your days

BUSTOPHER: Sing it, kid!

BUSTOPHER, SKIMBLE, AND MISTO: It's our problem free philosophy,

Hakuna Matata!

(So Bustbaa and Skimbon teach Mistimba about easy living...about relaxing and eating bugs...and time passes, and Mistimba becomes an adult.)

SKIMBLE: (eating a piece of dry cat food) Slimy, yet satisfying!

JULIE: But enough about the Tugger...

TUGGER: HEY!

(...meanwhile, back at Pride Rock, Mascarvity has made the kingdom go belly-up...but he still wishes to be amused, so he has Zazustrap sing him a song...)

MUNKU: (sings) IT'S A SMALL WORLD AFTER ALL, IT'S A SMALL WORLD...

MAC: ANYTHING but that song!

MUNKU: Oh, all right. I've got a lovely bunch of coconuts...

(he keeps singing it, but then mentions how he would never have to do this for Deutfasa...which ticks off Mascarvity big time, so he puts Zazustrap in a cage made of a dead animal's ribcage. Back in Bustba and Skimbon's hideout, the three friends are stargazing...)

MATT: TUGGER! Get out there, we need Adult Simba now!

TUGGER: Sorry, this tan bodysuit is the hardest thing to squeeze into.

PLATO: (having We Meow Together flashbacks) I can relate!

BUSTOPHER: Skimbon, ever wonder what those sparkly dots are up there?

SKIMBLE: Bustbaa, I don't wonder, I know.

BUSTOPHER: Oh, what are they?

SKIMBLE: They're fireflies that got stuck up in that bluish-black thing.

BUSTOPHER: Oh, gee, I always thought they were balls of gas burning billions of miles away.

SKIMBLE: Bustbaa, with you, everything's gas.

TUGGER: Someone once told me that up there were the kings from the past looking down on us!

SKIMBLE: Who would believe something like THAT?!

(Anyhow, they go to bed, but the next morning, Jemala, who by now has grown into an adult as well, is hunting near the guys' hideaway. She spots Bustbaa and tries to kill him to take back to Pride Rock. Mistimba sees this and jumps on her, and recognizes her...)

SKIMBLE: Let me get this straight. You know her, and she knows you, but she wants to eat him. And everyone's OK with that? DID I MISS SOMETHING?

(Mistimba clears everything up, and he and Jemala start to romp around the jungle, like old times, which ticks off Bustbaa and Skimbon somewhat...so they sing!)

JULIE: I LOVE THIS SONG. Anyone makes any smart cracks and...

OTHER CATS: We know, we know. You'll make us wish we had never been born.

SKIMBLE: (sings) I can see what's happening

BUSTOPHER: What?

SKIMBLE: And they don't have a clue

They'll fall in love and here's the bottom line

Our trio's down to two

The sweet caress of twilight

There's magic everywhere

And with all this romantic atmosphere

Disaster's in the air

DEMETER & TUGGER: Can you feel the love tonight?

The peace the evening brings

The world, for once, in perfect harmony

With all its living things

MUNKU: Watch it, Tugger...MY QUEEN!

TUGGER: So many things to tell her

But how to make her see

The truth about my past? Impossible!

She'd turn away from me

DEM: He's holding back, he's hiding

But what, I can't decide

Why won't he be the king I know he is

The king I see inside?

(The other cats quietly come into the background)

ALL: Can you feel the love tonight

The peace the evening brings

The world, for once, in perfect harmony

With all its living things

Can you feel the love tonight

You needn't look too far

Stealing through the night's uncertainties

Love is where they are

SKIMBLE: And if he falls in love tonight

It can be assumed

BUSTOPHER: His carefree days with us are history

SKIMBLE & BUSTOPHER: In short, our pal is doomed! WAAAAAAHHHHHH!

VERONI: Lovely.

BUSTOPHER: Great. SHE gets to see me in this get-up too.

SKIMBLE: I think I want to go crawl under a rock and die.

VERONI: Please don't! I have another parody idea for you all and I need everyone I can get.

POUNCE: I wonder how hard it would be to book a flight to, say, the North Pole before she can get back....?