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there it goes!!
{Camera view to the cubs running off; they stop after a bit. Quick camera jump showing Zazu being caught in mid-flight.}
Nala: {Out of breath} Did we lose 'em?
Simba: {Also out of breath} I think so.... Where's Zazu?
{Camera switch. The hyenas have Zazu near a steam vent. Banzai is holding the bird.}
Banzai: The little Majordomo bird hippity-hopped all the way to the birdie-boiler. {He walks Zazu to the vent and stuffs him into it, plugging it up.}
Zazu: Oh no.... Not the birdie boiler! {It shoots him off in a cloud of vapor} Aaaaaaaa...!
{The hyenas start laughing hysterically}
Simba: {On a hill above the hyenas} Hey! Why don't you pick on somebody your own size?
Shenzi: Like ... you?

Simba: Oops.

{The hyenas start chasing the cubs. They dart around behind them and poke their heads through an active methane vent.}
Shenzi, Banzai, Ed: Boo! {laughter}
{The hyenas chase the cubs up and over the skull and the cubs slip away by sliding down the skeleton’s spine. They shoot off the end of the spine and land on a hillside of bones.}
Nala: Simba!
{Simba turns around and is horrified to see Nala slipping back down the pile.}
Nala: Aaaaiee!
{Simba runs bravely back and claws Shenzi across the cheek, distracting her while Nala escapes. Shenzi becomes enraged and they pursue the cubs quickly and corner them in a cave.}
CUT LINES

{For a reason unknown to me, the following line was cut. It appeared on story boards and even in the promotional pamphlet for the movie [as well as on the first series of collector's cards -BT]. It must have been cut fairly late in production.}

Shenzi: Look, boys! A King fit for a meal!

Banzai: {Entering the cave, taunting} Here kitty, kitty, kitty.


{Simba tries to roar. He produces a nice medium yowl.}
Shenzi: Oo-hoo… That was it? Hah. Do it again.... come on.
{Simba opens his mouth to roar again, but we hear a full grown lion roar.}
Shenzi, Banzai, Ed: Huh?!
{Mufasa charges the hyenas from camera left and knocks them about until they are cringing under him.}
Shenzi: Oh, Please, please. Uncle. Uncle.
Banzai: Ow. Ow. Ow.
Mufasa: {Half roar} Silence!
Banzai: Oh, we're gonna shut up right now.
Shenzi: Calm down. We're really sorry.
Mufasa: If you ever come near my son again...
Shenzi: Oh this is ... this is your son?!?
Banzai: Oh your son??
Shenzi: Did you know that?
Banzai: No.... Me? I-I-I didn't know it. No. Did you?
Shenzi: No! Of course not.
Banzai: No.
Shenzi and Banzai: Ed?
Ed: {Stupidly nods yes}
{Mufasa roars}
Banzai: …Toodles!
{With a gunshot sound they disappear. Zazu lights in front of Mufasa, giving him a “that’ll show ‘em” nod… But then withers under Mufasa’s angry glare.}
Simba: {Approaching his father} Dad, I ..
Mufasa: {Harshly} You deliberately disobeyed me.
Simba: Dad, I'm.... I'm sorry.
Mufasa: {Stern} Let’s go home.
{They all start walking out of the Burial Grounds. The cubs have their heads bent down in shame.}
Nala: {Whispering} I thought you were very brave.
{The camera steadily pans up one of the walls of the cave. It stops on a horrifying image of Scar, sitting on a ledge where he was watching the cubs’ near demise.}
[Disciplinary - Stars Scene]
{Camera switch to out on the savannah. The cubs are still walking in a shamed manner behind Mufasa. Zazu is flying between.}
Mufasa: {Still stern} Zazu?
Zazu: {Flying forward and lighting in front of Mufasa, his trepidation showing} Yes, sire?
Mufasa: {Stern} Take Nala home. I've got to teach my son a lesson.
{The camera views the cubs. Simba hunkers low in the grass as if to hide. Zazu flies back to the cubs.}
Zazu: Come, Nala. Simba... {puts his wings on Simba's shoulders, gives a heavy sigh, and then a reassuring pat} Good luck.
{Zazu and Nala leave. The camera view is of Simba in the foreground with Mufasa facing away from the camera in the background.}
Mufasa: {Calling, still very stern} Simba! {The word reverberates in the night air.}
{Simba slowly turns and walks towards his father. The camera follows him forward. Ominous yet sad music. Simba steps into a depression. Looking down he sees that his forepaw fits inside just the palmprint of his father's paw. A very tense moment for Simba. It comes across to the audience that his father could easily do much, much more than discipline Simba. [It also comes across that Simba has some rather big shoes to fill, so to speak, and is only now realizing his true position. -BT] Simba is harshly reminded of how small and young he is compared to his father. He looks up and, quite courageously, continues to come forward.}
{Mufasa thinks silently for a few moments, not looking at his son. Then, finally, he turns to him.}
Mufasa: Simba, I'm very disappointed in you.
Simba: {Very quietly and sadly} I know.
Mufasa: {Continuing} You could have been killed. You deliberately disobeyed me. And what's worse,- you put Nala in danger!
Simba: {Bordering on crying, voice cracks} I was just trying to be brave like you.
Mufasa: I'm only brave when I have to be. Simba ... being brave doesn't mean you go looking for trouble.
Simba: But you're not scared of anything.
Mufasa: I was today.
Simba: {Disbelieving} You were?
Mufasa: Yes ... {bends down close to Simba} I thought I might lose you.
Simba: Oh. {Lightening slightly} I guess even kings get scared, huh?
Mufasa: Mm-hmm.
Simba: {Conspiratorially} But you know what?
Mufasa: {Whispering back} What?
Simba: I think those hyenas were even scareder.
Mufasa: {Gentle laugh} Cause nobody messes with your dad. Come here, you.
{Mufasa picks Simba up and starts giving him a 'noogie'}
Simba: Oh no, no ... Aaagh! Errrggh! ...
{Music rises as Simba and Mufasa tussle playfully for a brief while.}
Simba: Oh, come here... {as Mufasa runs away} Hah! Gotcha!
{They end up with Mufasa laid down and Simba on his head}
Simba: Dad?
Mufasa: Hmm?
Simba: We're pals, right?
Mufasa: {Gentle laugh} Right.
Simba: And we'll always be together, right?
Mufasa: {Sitting up, Simba now on shoulder} Simba, ... Let me tell you something that my father told me ... Look at the stars. The great kings of the past look down on us from those stars.
Simba: {Awed} Really?
Mufasa: Yes ... So whenever you feel alone, just remember that those kings will always be there to guide you ... And so will I.
[Be Prepared Scene]
{Camera switch from stars to Hyena cave. As we move in the cave, we first hear Banzai's voice and eventually see Banzai and Ed together with Shenzi to the side.}
Banzai: Man that lousy Mufasa! I won't be able to sit for a week. {we notice numerous scratches on Banzai's rear}
Ed: {Laughs}
Banzai: It's not funny, Ed.
Ed: {Tries to stop laughing, but bursts out worse}
Banzai: Hey, shut up!
Ed: {Can not stop laughing}
{Banzai tackles Ed and they start fighting.}
Shenzi: Will you knock it off!
{Banzai stops. Ed continues, biting himself in the leg.}
Banzai: Well, he started it.
Shenzi: Look at you guys. No wonder we're dangling at the bottom of the food chain.
Banzai: {With drool dangling from his mouth} Man, I hate dangling.
Shenzi: Shyeah? You know, if it weren't for those lions, we'd be runnin’ the joint.
Banzai: Yeah. Man, I hate lions.
Shenzi: So pushy.
Banzai: And hairy.
Shenzi: And stinky.
Banzai: And man are they ...
Shenzi and Banzai: Uuug-LEE!
{They laugh.}
Scar: {From his perch we saw in the Hyena chase} Oh, surely we lions are not all that bad.
Banzai: Ohh. {relieved from the surprise} Oh Scar, it's just you.
Shenzi: We were afraid it was somebody important.
Banzai: Yeah, you know, like Mufasa.
Shenzi: Yeah.
Scar: I see.
Banzai: Now that's power.
Shenzi: Tell me about it. I just hear that name and I shudder.
Banzai: Mufasa.
Shenzi: {Shivering} Ooooh. ... Do it again.
Banzai: Mufasa.
Shenzi: Ooooh.
Banzai: Mufasa. Mufasa! Mufasa!
Shenzi: {Builds up hysterical laughter} ... Oooh! It tingles me.
Scar: I'm surrounded by idiots.
Banzai: Not you Scar, I mean, you're one of us. I mean, you're our pal.
Scar: {Sarcastic} Charmed.
Shenzi: Ohh, I like that. He's not king, but he's still so proper.
Banzai: Yeah. Hey, hey hey. Did ya bring us anything to eat, Scar, old buddy, old pal? Huh? Did-ya-did-ya-did-ya?
Scar: I don't think you really deserve this. {Holds out a zebra haunch.} I practically gift wrapped those cubs for you. {Drops leg to hyenas} And you couldn't even dispose of them. {Intro fade-in on “Be Prepared”}
Shenzi: {Chewing with full mouth} Well, ya know… it wasn't exactly like they was alone, Scar.
Banzai: Yeah. What are we supposed to do?... {swallow} Kill Mufasa?
Scar: Precisely.
{The three hyenas pause from eating and look up at Scar

questioningly.}


{Three-top flutter to coincide with Scars leaps down to the Hyenas. Start full song.}
CUT LINES

{Due to plot adjustment, the intro lines to the music track “Be Prepared” were cut. They were originally a monologue of Scar trying to decide whether to use the hyenas or not. These were cut presumably to allow for the earlier entrapment of the cubs being credited to Scar. The monologue does, however, appear on the soundtrack.}


Scar: {Spoken over what is now faded intro}

I never thought Hyenas essential.

They're crude and unspeakably plain.

But, maybe there's a glimmer of potential

If allied to my vision and brain.
{Scar walks calmly through sheets of flame and gas into the camera over the opening bit of the song}
Scar: {Full song}
{Scar paces slowly around Ed, who is chewing on the remnants

of the zebra leg}


I know that your powers of retention

Are as wet as a warthog's backside

But thick as you are, pay attention
{He angrily swats the bone away; Ed comes to abrupt attention}
My words are a matter of pride
It's clear from your vacant expressions

The lights are not all on upstairs


{Waving his paw in front of Ed's blank eyes to make his point; Ed's tongue lolls out}
But we're talking kings and successions

Even you can't be caught unawares


{Shenzi and Banzai are laughing on a ledge behind him; on "you," Scar turns and leaps at them, throwing them backward onto a pair of geysers, which then erupt, throwing the two hyenas into the air.}
{In the next verse, Scar is strutting theatrically along a

ledge which runs around back to the floor.}


So prepare for the chance of a lifetime

Be prepared for sensational news

A shining new era

Is tiptoeing nearer

Shenzi:

And where do we feature?


Scar: {grabbing Shenzi’s cheek}

Just listen to teacher


{Shenzi rubs her cheek, which is now bruised red}
I know it sounds sordid

But you'll be rewarded

When at last I am given my dues!

And injustice deliciously squared


{Scar leaps up beside Ed, who is again chewing on the bone, and here kicks him off the ledge}
Be prepared!
{Spoken}
Banzai: Yeah, be prepared. Yeah-heh. We'll be prepared, heh ... For what?
Scar: For the death of the king.
Banzai: Why? Is he sick?
{Scar grabs Banzai by the throat}
Scar: No fool, we're going to kill him. And Simba too.
{Dropping Banzai back onto the floor}
Shenzi: Great idea! Who needs a king?
Shenzi (and then Banzai): {Sing-song voices, dancing around Banzai} No king! No king! la--la-la--la-laa-laa!
Scar: IDIOTS! There will be a king!
Banzai: Hey, but you said, uh...
Scar: I WILL BE KING! Stick with me {triumphant, toothy grin}, and you'll never go hungry again!
Banzai, Shenzi, and ED: Yaay! All right! Long live the king!
{Camera reveals hundreds more hyenas in the shadows.}
All Hyenas: Long live the king! Long live the king!
{Full song again.}
{Scar's army of hyenas is goose-stepping across the floor of the cave, now stylized into a Nazi-esque quadrangle}
Hyenas: {In tight, crisp phrasing and diction}

It's great that we'll soon be connected.

With a king who'll be all-time adored.

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

To take certain duties on board
{Motions a slice across the neck}

The future is littered with prizes

And though I'm the main addressee

The point that I must emphasize is


{Leaps off his rock throne to single out one hapless hyena}
You won't get a sniff without me!
{That hyena slips and falls into a fiery crevice}
{Throughout the next verse, the entire horde of hyenas joins in dancing boisterously, leaping along the tops of rock pillars, shaking animal skeletons in the light, one playing a rib cage/xylophone.}

{The paranthetical parts are the hyenas' counterpoint singing}


So prepare for the coup of the century

Be prepared for the murkiest scam

(Oooh... La! La! La!) {rear ends punctuating}

Meticulous planning

(We'll have food!)

Tenacity spanning

(Lots of food)

Decades of denial

(We repeat)

Is simply why I'll

(Endless meat)

Be king undisputed

(Aaaaaaah…)

Respected, saluted

(…aaaaaaah…)

And seen for the wonder I am

(…aaaaaaah!)
Yes, my teeth and ambitions are bared

(Oo-oo-oo-oo-oo-oo-oo)

Be prepared!
All: {Even Ed, who can be heard growling and snarling an approximation of the lines:}

Yes, our teeth and ambitions are bared



Be prepared!
{Close with a fill-in and a fade-out. Scar and the hyenas are laughing evilly. Drum roll rises to a crash coinciding with the panoramic opening of the next scene.}
[Stampede Scene]
{Camera switch to a view of a large canyon. Cloud shadows scroll slowly over the landscape.}
Scar: Now you wait here. Your father has a marvelous surprise for you.
{Camera switch to bottom of the gully. Scar and Simba are near a rock, underneath a small tree10.}
Simba: Ooooh. What is it?
Scar: If I told you, it wouldn't be a surprise, now would it?
Simba: If you tell me, I'll still act surprised.
Scar: Ho ho ho… You are such a naughty boy!
Simba: Come on, Uncle Scar.
Scar: No-no-no-no-no-no-no. This is just for you and your daddy. You know, a sort of father-son ... thing....
{Through Simba’s expression, we see that he resents Scar’s dismissive attitude, but soon shrugs it off.}
Scar: Well! I’d better go get him.
Simba: I'll go with you.
Scar: {Loud, snapping tone} No! {regaining composure} Heh heh heh. No. Just ... stay on this rock. You wouldn't want to end up in another mess like you did with the hyenas...
Simba: {Shocked} You know about that?
Scar: Simba, everybody knows about that.
Simba: {Meek and embarrassed} Really?
Scar: Oh, yes. Lucky Daddy was there to save you, eh? {clearly enjoying himself; he puts a paw on Simba’s shoulder} Oh… and just between us, you might want to work on that little roar of yours, hmm?
{Scar starts to pull away}
Simba: Oh… okay ...
{Scar pats Simba roughly on the head, then moves off.}
Simba: Hey, Uncle Scar? ...Will I like the surprise?
Scar: {Turning back over his shoulder} Simba, it's to DIE for.
{The camera slowly pans up the side of the gorge away from Scar and Simba. After a distance of rock, we reach the edge and view on the plain a very large herd of wildebeest; the size of the herd comes across with a striking computer-generated parallax pan. The camera then focuses in on the hyenas (Shenzi, Banzai, and Ed), who are waiting off of the edge of the herd, hidden under a rock arch.}
Banzai: {Stomach growls}
Shenzi: Shut up.
Banzai: I can't help it. I'm so hungry ... {jumping up} I gotta have a wildebeest!
Shenzi: Stay put.
Banzai: Well… can't I just pick off one of the little sick ones?
Shenzi: No! We wait for the signal from Scar.
{Camera switch to Scar mounting a rock in view of the hyenas}
Shenzi: There he is… {making an evil, almost humorous face} Let’s go.
{Camera switch back to Simba}
Simba: Little roar. Puh!
{A lizard walks past Simba. He growls at it.}
Simba: Rarrr!
{The lizard has no reaction to this first attempt. Simba then jumps down and tries again.}
Simba: …Rrrraowr-nh.
{For the third attempt, Simba moves closer again and inhales deeply.}
Simba: RAOWR!!
{The lizard skitters off screen. Simba's roar echoes around the canyon. Shot of Simba lifting his ears to relish the echo. The echo is soon eclipsed, however, by a low rumble. Simba looks down and sees pebbles jumping. Cue the very sinister "To Die For" music. We see the herd coming over the lip of the canyon. Dramatic multi-layer camera pull up to the face of Simba. Simba takes off in front of the herd.}
{Cut to the rim of the gorge, where the Hyenas are seen chasing the wildebeest herd, nipping at their heels to drive them over the edge. Camera switch to Mufasa and Zazu a short distance from the canyon.}
Zazu: Oh look, sire; The herd is on the move.
Mufasa: Odd....
{Scar runs up, out of breath}
Scar: Mufasa. Quick. Stampede. In the gorge. Simba's down there!
Mufasa: Simba?
{Camera switch to Simba. He is running and climbs up a dead tree. Zazu flies ahead of Mufasa and Scar, down into the canyon. He spots Simba.}
Simba: {Clinging precariously to a tree} Zazu! Help me!!
Zazu: Your father is on the way! Hold on!
Simba: {Losing grip} Hurry!
{Mufasa and Scar are on the lower ledges of the gorge. Zazu flies back to Mufasa and points out where Simba is.}
Zazu: There! There! On that tree!
Mufasa: Hold on, Simba!!
{In the gully, a wildebeest rams the tree Simba's on, nearly breaking it.}
Simba: Ahhhh!!!
{Mufasa runs out into the herd, joining the stampede.}
Zazu: Oh, Scar, this is awful! What’ll we do what’ll we do?! Hah ... I'll go back for help, that's what I'll do, I'll go back for he-- oomph!
{Scar backhands Zazu into a rock wall, knocking him out. Scar then follows Mufasa's progress from the lip of the gorge, his shadow cast mysteriously from the bottom of the gully11. Mufasa runs with the herd till slightly past the tree. He whips around the front of some wildebeest and runs into the herd towards Simba's tree. He gets rammed head-first once, throwing him to the ground. A wildebeest hits Simba's tree, throwing Simba into the air. Mufasa gets up in time to catch Simba in the air with his mouth. He gets hit again and accidentally throws Simba. Simba dodges a few oncoming wildebeest. Mufasa runs by with the herd and grabs Simba. He jumps up to a near rock ledge and sets Simba down, but is immediately struck by a wildebeest and carried off into the stampede.}
Simba: DAD!!!
{Simba watches in horror as he can not find his father in the swirling mass of wildebeest below him. At the last second, Mufasa leaps out of the herd and starts to climb with great difficulty up the loose gravel slope. Simba turns and starts to climb to the top of the gorge. Out of Simba's sight, Mufasa reaches a point right below a ledge where he can't climb due to steepness. His claws are scraping and his back paws have no traction. Above him on the ledge is Scar.}
Mufasa: Scar! ... Broth--12 {slips, barely hangs on} Brother ... Help me!
{Scar looks disdainfully down, and then suddenly latches onto Mufasa's forepaws with claws extended. Mufasa roars, primarily from the sudden pain of Scar's claws, but no doubt also due to the sudden flash of realization. His expression slowly changes to one of horror as he recognizes Scar's intent.}
Scar: {Slowly and evilly} Long live the king!
{Scar throws his brother backwards. Mufasa free-falls, back first. The camera follows Mufasa down from under him, then from above him, showing the stampede raging below.}
Mufasa: Aaaaaaahh!
{Camera suddenly focuses in on Simba, who is watching his father hit the ground. No sound effects of the hit. No view of it either. Mufasa and Simba’s screams mingle.}
Simba: NOOOOOOOO!
{The herd passes. Everything is clouded by dust. Simba bounds to the canyon floor. Mufasa is no where to be seen.}
Simba: {Cough} Daaad!!
{We hear a sound}
Simba: {Quietly} Dad?
{We see a stray wildebeest run past, the source of the sound. The wildebeest curves around a log farther down the gully. Under the log is Mufasa, lying on his side. He is not moving or breathing. Simba approaches the body. Sad musical theme. Again we notice how small Simba really is.}
Simba: {Hopefully} Dad? ...Dad, come on. {He rubs up against Mufasa's cheek. The head merely rolls back in place after the rub} You gotta get up. {He places both forepaws on his father's cheek and pushes} Dad. We gotta go home. {He tugs at Mufasa's ear. Again the head limply moves back in place. Simba runs off a bit, obviously very scared.} HEEEEELP! Somebody! {His voice reverberates hollowly off the sides of the gorge.} Anybody... help.
{He cries. Simba turns back to the body. He nuzzles up under the limp paw so that his father is embracing him. Pause for effect.}
{Where the music would resolve, we hit a minor chord as the image of Scar advancing appears through the dust.}
Scar: Simba. ... What have you done?
Simba: {Jumps back, crying} There were wildebeest and he tried to save me… It was an accident, I… I didn't mean for it to happen.
Scar: {Embracing Simba, yet still distant} Of course, of course, you didn't. No one… ever means {pulls Simba closer. Simba hides his face on Scar’s foreleg} for these things to happen.... But the king is dead. {looking with mock regret at Simba} And if it weren't for you, he'd still be alive. {Simba is crushed, believing his guilt. Another thought “occurs” to Scar.} Oh! What will your mother think?
Simba: {Sniffing} What am I gonna do?
Scar: Run away, Simba.... Run.... Run away, and never return.
{Simba runs off blindly, obviously broken. Slight pause, for the audience to catch its emotional breath. Music ends. The three hyenas appear behind Scar.}
Scar: {To hyenas} Kill him.
{The hyenas take off after him; Scar stands motionless. Simba is chased up the entire length of the gully. He reaches the lip only to see a sheer drop on the other side. Having no choice he jumps and tumbles13 down into a patch of briars below. The hyenas pursue the entire way. When they are running down towards the briars, Banzai sees them and recoils.}
Banzai: Whoa!!
{After skidding extensively, Banzai manages to stop just above the brambles. He heaves a sigh of relief. Then Shenzi and Ed run into him, propelling him into the bushes.}
Banzai: Yeooow! {Jumping back out of the bushes}
{Shenzi and Ed are laughing}
Shenzi: {Seeing Simba emerge from the far side of the briars into the desert} Hey-- There he goes! There he goes!
Banzai: {Removing thorns} So go get 'im.
Shenzi: There ain't no way I'm going in there. What you want me to come out looking like you? Cactus Butt?
Banzai: {Spitting out thorns into Ed's laughing face; Ed lets out a small yelp of pain} But we gotta finish the job.
Shenzi: Well, he's as good as dead out there anyway. And if he comes back, we'll kill him.
Banzai: {Shouting} Yeah! you hear that? If you ever come back, we'll kill ya!
{"Kill ya!" echoes off as we see Simba still running into the desert. Laughing, the Hyenas make their way off the cliffs back to the Pride Lands.}
[Address and depaint Scene]
{Camera change to Scar addressing the lionesses by the moon on Pride Rock.}
Scar: Mufasa's death was a terrible tragedy; but to lose Simba ... who had barely begun to live....
{Camera pans around the lionesses. Some of them, with Zazu, are comforting Sarabi, who bends her head in extreme pain. Nala is rubbing against her mother’s paw, crying.}
Scar: …For me, it is a deep personal loss. And so it is with a heavy heart that I assume the throne. Yet, out of the ashes of this tragedy, we shall rise to greet the dawning of a new era… {The hyenas start emerging, casting grisly green shadows and laughing hollowly.} …in which lion and hyena come together, in a great and glorious future. {Scar ascends Pride Rock as the hyenas appear in full force.}
{The camera pans to Rafiki who is shaking his head in the distance. The scene changes with Rafiki in the same point. He is in his tree house. After wiping away a tear, he reaches up and rubs his hand across the cub painting, smearing it. The camera changes. The painting, smeared, is overlaid on Simba laying out in the hot desert sun.}
[Buzzard - intro to Hakuna Matata Scene]
{Buzzards are circling Simba’s body. One descends, then all. They circle around it. With a blast of music14, Timon, riding Pumbaa, appears and dives into the midst of the buzzards. They slap and kick the buzzards all away.}
Timon: Heeyyyaaaahh!! Get out! Get out! Get outta here!!!! Whoo!
Pumbaa: I love it! Bowling for buzzards!
Timon: {Laughing, dusting himself off} Gets 'em every time.
Pumbaa: {Looking at Simba} Uh-oh. Hey Timon. You better come look. I think it’s still alive.
Timon: Yeewgh!...
{Timon walks to the front of Simba. He is lying with his paw over his face.}
Timon: All righty, what have we got here? {he smells Simba}
{He tries to lift Simba's paw. He can't. He gets under it and with a great push gets it above his head. He sees Simba's face.}
Timon: Jeez, it's a lion! {Jumping up on Pumbaa, yanking his ears} Run Pumbaa! Move it!
Pumbaa: Hey, Timon. It's just a little lion. Look at him. He's so cute, and all alone! Can we keep him?

Timon: {Yelling into Pumbaa’s ear, which creates a reverberating effect} Pumbaa, are you nuts?! We're talking about a lion. Lions eat guys like us.


Pumbaa: But he's so little.
{He leans over to regard Simba, and accidentally dumps Timon from his head.}
Timon: He's gonna get bigger.
Pumbaa: {Seen from Timon’s point of view on the ground, with a huge nose} Maybe he'll be on our side.
Timon: A--Huh! That's the stupidest thing I ever heard. Maybe he'll b-- …Hey, I got it! What if he's on our side? You know, having a lion around might not be such a bad idea.
Pumbaa: So we keeping 'im?
Timon: Pthpt. Of course. Who's the brains in this outfit?

{Pumbaa scoops Simba up on his tusks}


Pumbaa: Uhhh....
Timon: My point exactly. Jeez, I'm fried. Let's get out of here and find some shade.
[Hakuna Matata Scene]
{Camera switch to Pumbaa, Timon, and Simba near a pool of water at an oasis. Simba has been laid near the water. Timon splashes some water in Simba's face. Simba stirs.}
Timon: You okay, kid?
Simba: I guess so.
Pumbaa: You nearly died.
Timon: I saved you.
Pumbaa: {snorts at Timon}
Timon: Well, uh, Pumbaa helped...
{Pumbaa snaps a proud pose.}
Timon: a little.
Simba: {Dully} Thanks for your help.
{Simba heads off quietly back out towards the desert.}
Timon: Hey, where you going?
Simba: Nowhere.
Timon: {Watching Simba, but talking to Pumbaa} Gee. He looks blue.
Pumbaa: I'd say brownish-gold.
Timon: No, no, no, no. I mean he's depressed.
Pumbaa: Oh.
{Pumbaa trots up to Simba}
Pumbaa: Kid, what's eatin’ ya?
Timon: Nothing-- he's at the top of the food chain! Ahhhhhhha ha haaa! The food cha-haain! {Realizing his joke flopped} Ah heh-- Ahem. So, where you from?
Simba: Who cares? I can't go back.
Timon: Ahh. You're an outcast! That's great; so are we!
Pumbaa: What’cha do, kid?
Simba: Something terrible. But I don't wanna talk about it.
Timon: Good. We don't wanna hear about it.
Pumbaa: {To Timon} Come on Timon. {To Simba} Anything we can do?
Simba: Not unless you can change the past.
Pumbaa: You know, kid, in times like this my buddy Timon here says “You got to put your behind in your past.”
Timon: {waving his arms} No. No. No.
Pumbaa: I mean...
Timon: Amateur. Lie down before you hurt yourself. {to Simba} It's “You got to put your past behind you.” Look, kid. Bad things happen, and you can't do anything about it, right?
Simba: Right.
Timon: {Pokes Simba's nose} Wrong! When the world turns its back on you, you turn your back on the world!
Simba: Well, that's not what I was taught.
Timon: Then maybe you need a new lesson. Repeat after me. {clears throat} Hakuna Matata.
Simba: {Still lethargic} What?
Pumbaa: Ha-ku-na Ma-ta-ta. It means no worries.
{Full Song, no fade-in except in marimba chords}

Timon:


Hakuna Matata!

What a wonderful phrase


Pumbaa:

Hakuna Matata!

Ain't no passing craze
Timon:

It means no worries

For the rest of your days

{Timon pulls Simba over to a green bush and leans him back on it.}


Both:

It's our problem-free

philosophy
Timon: {Filing down one of Simba's claws}

Hakuna Matata!


{Spoken section over background}
Simba: Hakuna Matata?
Pumbaa: Yeah, it's our motto.
Simba: What's a motto?
Timon: Nothing! What's a motto with you? Ah haah haah hah hah...
Pumbaa: {Laughing} You know, kid-- these two words will solve all your problems.
Timon: That's right! Take Pumbaa for example.
{Back into song}
Timon:

Why, when he was a young wart-hog…

Pumbaa: {Italian counter-tenor range}

When I was a young wart hooog!


Timon: {Speaking, cleaning ear} Very nice.
Pumbaa: Thanks!
Timon: {Singing}

He found his aroma lacked a certain appeal

He could clear the Savannah after every meal
Pumbaa: {Parenthetical parts shouted by Timon}

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

And it hurt that my friends never stood downwind
And oh, the shame

(He was ashamed)

Thoughta changin' my name

(Oh, what's in a name)

And I got downhearted

(How did you feel)

Ev'rytime that I...15
Timon: {Speaking} Hey, Pumbaa! Not in front of the kids!
Pumbaa: {Speaking} Oh. Sorry.
{String pizzicato. Simba looks into the camera, surprised.}
Pumbaa and Timon:

Hakuna Matata!

What a wonderful phrase

Hakuna Matata!

Ain't no passing craze
Simba: {after becoming more and more enthusiastic, he finally joins in singing, a spotlight falling on him}

It means no worries

For the rest of your days
Timon: {Not singing, doing a vaudeville knee-slide up to Simba} Yeah, sing it, kid!
Simba and Timon:

It's our problem-free

Pumbaa: {Lands next to them}

philosophy.


All three:

Hakuna Matata!

{Timon pulls back a fern leaf, revealing a beautiful view of a rift-jungle. Waterfalls and rugged terrain make a beautiful view. Harp runs accentuate the scene.}
Timon: Welcome… to our humble home.
Simba: You live here?
Timon: We live wherever we want.
Pumbaa: Yep. Home is where your rump rests. Heh!
Simba: It's beautiful.
Pumbaa: {Loud raunchy belch} I'm starved!
Simba: I'm so hungry I could eat a whole zebra.
{Timon is slightly disturbed by Simba's want for meat-- A little bit nervous and a little bit I-knew-this-would-happen.}
Timon: Eeeahhah. We're fresh out of zebra.
Simba: Any antelope?
Timon: Na ah.
Simba: {A bit desperate} Hippo?
Timon: Nope. Listen, kid; if you live with us, you have to eat like us. Hey, this looks like a good spot to rustle up some grub.
{Timon has stopped in front of a log. Pumbaa forces it up with his snout, revealing many insects. Timon picks one up.}
Simba: Eeew. What's that?
Timon: A grub. What's it look like?
Simba: Eeew. Gross!
Timon: {Eating, mouth full} Mmmm. Tastes like chicken.
{Pumbaa slurps up a large worm from the ground. Both Timon and Pumbaa are feasting on bugs by now.}
Pumbaa: {Slurping} Slimy, yet satisfying.
Timon: {Grabbing a bug} These are rare delicacies. Mmmmm.... {Crunches} Piquant, with a very pleasant crunch.
Pumbaa: {Mouth full of bugs} You'll learn to love 'em!
Timon: {Chewing} I'm telling ya, kid, this is the great life. No rules, no responsibilities. {pokes his hand into a knothole-- many bugs scramble out16} Ooh! --the little cream-filled kind. {munch} And best of all, no worries.
{Timon has been collecting bugs on a leaf. He offers it to Simba.}
Timon: Well kid?
{Simba picks up a grub.}
Simba: Oh well-- Hakuna Matata. {He eats}
{Sick music}
Simba: {Looking more cheerful} Slimy, yet satisfying.
Timon: That's it!
{The bugs fly off the leaf in a colorful flutter.}
{The scene switches to all three crossing a log, walking to the music. With a steady build in the music, a change occurs. We see the image of young Simba become a teen-age Simba. And then again, Simba becomes a near-full grown adult17. While the chanting is happening, the camera is panning at the low level {6" off ground} where all the interaction between Pumbaa, Timon, and Simba as a cub had been occurring. First we see Timon, and then Pumbaa. The camera continues panning at a low angle to where the cub Simba would fit. Instead we see the adult Simba's paw come down. An immediate back up for a full view of a big Simba.}
Pumbaa and Timon: {chanting to music} Hakuna. Matata. Hakuna. Matata. Hakuna. Matata.
Simba: {Adult voice now}

It means no worries

For the rest of your days.

All three:

It's our problem-free

Philosophy

Simba:

Hakuna Matata


{All three dive off the log into a pond. First, Timon jumps in doing a cannonball, and makes a small splash. Then Pumbaa, doing a swan dive, makes a small splash as well. Finally Simba swings out on a vine (gripped in his teeth). Before he can dive, the vine breaks under his weight. The resulting splash is big enough to wash Pumbaa and Timon ashore.}
Hakuna Matata
{Simba joining Timon and Pumbaa on shore. The song breaks into gentle jazz voice improvisations on the words “Hakuna Matata”, as Pumbaa toots like a trumpet. We see a rear view of Timon, Pumbaa, and Simba boogeying off into the forest to the beat of “Hakuna Matata.”}
[Nobody knows scene]
{The camera switches to a far view of Pride Rock. Almost all of the coloring is in gray. The plants and trees appear to be dead. We can hear Zazu's first line and then the scene switches to a view of Zazu and Scar. Zazu is in a cage made of some animal's ribcage. He is singing. Scar is lying back on a rock picking his teeth with a bone.}

Zazu: Nobody knows

The trouble I've seen

Nobody knows

My sorrow...
Scar: Oh Zazu, do lighten up. {He tosses the bone at Zazu and it clatters against the cage} Sing something with a little… bounce in it.
Zazu: {Thinks a moment}

It's a small world after all…


Scar: {Interrupting, almost shouting} No! No. Anything but that!
Zazu: {Thinks, then holds up a feather as a tune comes to him.}

I've got a lovely bunch of coconuts

(diddely-dee-dee)

There they are a-standing in a row.


{Scar is enjoying this and starts to join in}
Zazu and Scar: Big ones, small ones, some as big as your head…
Zazu: {While Scar continues} Oh… I would never have had to do this for Mufasa.
Scar: {Quick and angry} What? What did you say?
Zazu: Oh, nothing!
Scar: You know the law: Never, ever mention that name in my presence. I ... am ... the king!
{Scar shoves his muzzle between the ribs of Zazu’s cage on the last line. His breath blows Zazu up against the wall.}
Zazu: Yes, sire. You are the king. I… I… Well, I only mentioned it to illustrate the differences in your royal managerial approaches. {nervous laugh}
Banzai: {Offstage} Hey, Boss!
Scar: Oh, What is it this time?
Banzai: We got a bone to pick with you.
Shenzi: {To Banzai} I'll handle this. {To Scar} Scar, there's no food, no water.
Banzai: Yeah, it's dinner time, and we ain't got no stinkin’ entrees.
Scar: It's the lionesses' job to do the hunting… {makes helpless gesture}
Banzai: Yeah, but they won't go hunt.
Scar: Oh… eat Zazu.
Zazu: {Nervous} Oh, you wouldn't want me. I'd be so tough and gamey and- eewwgh!
Scar: Oh, Zazu, don't be ridiculous! All you need is a little garnish.
Banzai: {Mumbling to Shenzi} I thought things were bad under Mufasa...
Scar: {Quick and angry again} What did you say?
Banzai: I said Muf--
{Shenzi is smiling at Scar and thwaps Banzai to remind him.}
Banzai: …I said, uh ... "Qué pasa?"
Scar: Good. Now get out.
{The hyenas start out but then pause}
Banzai: Mm…yeah, but-- we're still hungry.
Scar: Out!
{They run off, Ed lets loose a crazy laugh}
[Second Star Scene]
{The camera switches to a view of the jungle. We hear a monstrous belch reverberate across the landscape. The camera switches to Timon, Pumbaa, and Simba lying on their backs looking at the stars.}
Timon: Whoah. Nice one, Simba.
Simba: Thanks. Man, I'm stuffed.
Pumbaa: Me too. I ate like a pig!
Simba: Pumbaa-- you are a pig.
Pumbaa: Oh. Right.
{All three sigh deeply, in unison. Gentle music fades in.}
Pumbaa: Timon?
Timon: Yeah?
Pumbaa: Ever wonder what those sparkly dots are up there?
Timon: Pumbaa. I don't wonder; I know.
Pumbaa: Oh! ...What are they?
Timon: They're fireflies. Fireflies that uh… got stuck up on that big… bluish-black… thing.
Pumbaa: Oh. Gee. I always thought that they were balls of gas burning billions of miles away.
Timon: Pumbaa, wit’ you, everything's gas.
Pumbaa: Simba, what do you think?
Simba: Well, I don't know…
Pumbaa: Aw come on. Give, give, give .. Well, come on, Simba, we told you ours... pleeeease?

Timon: Come on, come on... give, give..


Simba: {Reluctantly} Well, somebody once told me that the great kings of the past are up there; watching over us.
Pumbaa: {Awed, either genuinely or mockingly} Really?
Timon: You mean a bunch of royal dead guys are watching us? {tries to keep composure, then...} Pbbb.
{Timon breaks out laughing. Pumbaa joins in. Simba does half-heartedly.}
Timon: Who told you something like that? What mook made that up?
Simba: Yeah. Pretty dumb, huh?
Timon: Ah, you're killing me, Simba.
{The music rises again. Simba looks back up at the stars. He quietly gets up and leaves.}
Timon: Was it something I said?
[Discovery Scene]
{The music continues. Simba walks out on a ledge. He looks up at the stars. He then collapses to lie on the edge of the ledge. Milkweed floss is stirred into the air by his flop. The camera follows its path. It blows across the desert. Next we see Rafiki's hand snatch some it out of the air. He sniffs it, grunts, and bounds down into his tree. He pours the milkweed into a bowl, sifts it around, humming, and then eats from the same kind of fruit he anointed Simba with. Examining the milkweed floss again, realization dawns on his face.}
Rafiki: Simba? He's- he’s alive? He he- He's alive!! {he laughs}
{Rafiki grabs his staff. Laughing in delight, he picks up some paint and puts a mane around the smeared lion on the wall.}
Rafiki: It is time!
[“In the Jungle” Scene]
{The camera switches to a jungle scene. We hear Pumbaa singing the familiar bass to "In the Jungle". Timon joins in as they walk towards the camera. A Capella.}
Pumbaa: {singing}

Ohi'mbube18

Ohi'mbube

{Etc.....}


Timon: {Singing}

In the jungle

The mighty jungle

The lion sleeps tonight.


{Pumbaa turns to follow a large beetle; he fades out.}
In the jungle

The mighty jungle

The lion sleeps to--

{Speaking} I can't hear ya, buddy, back me up!


{Pumbaa has faded out, having followed the bug stage left. The following line is in full and good falsetto.}
A-weee-ee-ee-ee aa-Pum-ba-bum-ba-waaay...
{Realizing Pumbaa is not there.}
A-Pumbaa?

Pumbaa?
{Camera switch to Pumbaa following the bug. He is still humming the bass. He stalks the bug to a log, theatrically hiding behind a tree. When he tries to jump over the log he gets stuck momentarily and looks back.}


Pumbaa: {Spooked} Timon? {Looks around, then shrugs}
{He jumps over the log. As he views the bug at close range, the camera (at his viewpoint) switches focus from it to a pair of green eyes out in the grass. The camera closes up on a lioness getting ready to jump.}
Pumbaa:
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