Returning to the Pride Lands, Sora, Donald, and Goofy encounter the three hyenas again. They tell them that Simba has been doing a bad job as king, so they go to talk to him. Along the way to Pride Rock, they encounter a ghost of Scar, so they hurry to warn him. When they try to talk to him, though, he seems upset. Simba tells them that the legacy of his father Mufasa is weighing heavily on him, and he doesn't know what to do.
After getting a pep talk from his friends, Simba accompanies them to talk to Rafiki, who tells them that Scar's ghost is created from a combination of the evil within Scar's heart and the doubt within Simba's. He tells them to go the elephant graveyard to find the hyenas, but they run away. After chasing them down, they tell them that Simba's cowardice is responsible for the ghost. It appears and taunts Simba over his failure to live up to his father's legacy, causing him to run away.
Timon and Pumbaa tell them that Simba is at the oasis, so they head there. After their attempt to give him a pep talk fails, they use the Scar ghost to make him angry, causing him to lash out at the ghost, which disappears. Timon tells them that a bunch of ghosts have appeared back in the Pride Lands, so they go to check it out. After confronting a ghost there, all the ghosts merge together into a colossal Heartless known as the Groundshaker. Together, Simba and Sora are able to destroy it, restoring peace to the Pride Lands. Sora and friends bid farewell to Simba and his subjects, hoping to find a clue to the whereabouts of Organization XIII...
- As Long as There Is Evil: Discussed at the end of the world when Simba asks if Sora’s fight will ever be over. Sora resolves to keep fighting as long as he has the Keyblade, and Rafiki agrees that the fight between good and evil is eternal.
- Bittersweet Ending: Simba successfully regains the confidence needed to rule as King and drives out Scar’s ghost, and will soon continue the circle of life with his daughter on the way. However, Sora’s fight appears to have no end in sight. Rafiki assures Sora that nonetheless, he will win as long as he keeps his strong heart going.
- Call-Forward:
- Nala is already pregnant with Kiara by the time the party arrives.
- Timon dreads the prospect of babysitting the approaching child, something he and Pumbaa would indeed be assigned to do multiple times.
- An unintentional example: Scar's ghost plaguing the Pride Lands would be revisited as a concept by The Lion Guard.
- Nala is already pregnant with Kiara by the time the party arrives.
- Disconnected Side Area: The Oasis, and therefore the Moogle Shop, cannot be accessed in this episode. Reaching it leads to a cutscene that automatically sends the party back to Pride Rock, with access blocked by the Groundshaker. Clearing the episode reconnects the Oasis with the rest of the world.
- Hazy-Feel Turn: The hyenas don't try to actively antagonize Sora's party, having accepted returning to life in the Elephant Graveyard. After the events of the second visit, they can be approached and spoken to like friendly NPC's, and realize they were nothing but pawns to Scar.
- Interquel: The events of this episode are set shortly before the events of The Lion King II: Simba's Pride.
- Required Party Member: Early on, Simba is locked into the party and cannot be swapped out. Later on, this is double-subverted with the same character; during the Groundshaker battle, Simba is the only party member fighting alongside Sora, but isn't mandatory beforehand. This is one of only three bosses in the game with the player party being just Sora and the Guest-Star Party Member, the other two being Cerberus (alongside Auron) and Xemnas (alongside Riku)
- Screw This, I'm Outta Here: Timon says the pride fled Pride Rock when the ghosts attacked in a swarm. Notably, only Pumbaa is seen trying to defend Nala.
- You Shall Not Pass!: When everyone else has fled Pride Rock under the assault of Scar’s ghosts, Pumbaa remains behind, putting himself between Scar and a pregnant Nala.
