A young lion prince is cast out of his pride by his cruel uncle, who claims he killed his father. While the uncle rules with an iron paw, the prince grows up beyond the Savannah, living by a philosophy: no worries for the rest of your days. But when his past comes to haunt him, the young prince must decide his fate — will he remain an outcast or face his demons and become what he needs to be?
Simba's daughter is the key to a resolution of a bitter feud between Simba's pride and the outcast pride led by the mate of Scar.
Timon and Pumbaa watch The Lion King in a theater, Timon decides to fast-forward to his scenes. Pumbaa's protest over this eventually prompts Timon to share his backstory (''going way back, to before the beginning of the first movie'').
Pumbaa is struck by lightning, causing him to lose his memory. Timon looks back on some of their adventures together to remind his friend of things.