Alfre Woodard credited as playing...
Sarabi
- Simba: [attacks Scar after Scar admitted in to killing Mufasa] My father, your own brother - how could you!
- Scar: [to the hyenas and lionesses] First he kills Mufasa, and now he wants to kill me!
- Simba: YOU killed him! Tell them the truth!
- Scar: Don't believe his lies!
- Sarabi: Scar? You told us you didn't get to the gorge in time.
- Scar: That's true!
- Sarabi: [outraged] Then how did you see the look in Mufasa's eyes?
- [Scar growls]
- Simba: MURDERER!
- Scar: KILL THEM ALL!
- Nala: We have to do something.
- Sarabi: Nala, Scar is the king.
- Nala: But you are our queen. We should leave before it's too late.
- Sarabi: We must stay together and protect the Pride Lands. This is our home. We must never abandon it.
- Nala: This isn't the home I remember.
- Sarabi: Our time will come Nala. Be patient.
- Shenzi: Sarabi, the king wishes to see you.
- Nala: Don't go.
- Sarabi: I am not afraid of him.
- Scar: Simba... I'm so happy to see you
- [Angrily glares at the hyenas behind him]
- Scar: Alive.
- Simba: [angry] Give me one good reason why I shouldn't rip you apart.
- Scar: I can give you more than one. You see... they think I'm king.
- Nala: Well, we don't. Your reign is over, Scar. Simba is the rightful king! If you wanna get him, you have to get through us. Are you with me, lions?
- Simba: The choice is yours, Scar. Step down or fight.
- Scar: Must this all end in violence? I'd hate to be responsible for the death of a family member. To feel the shame of knowing... I took the life of someone I love.
- Simba: I put all that behind me.
- Scar: But have they put it behind them? Do your faithful subjects know what you've done?
- Nala: What is he talking about?
- Scar: So you haven't told them your little secret? Well, Simba... now's your chance to confess. Tell them who's responsible for Mufasa's death.
- Simba: It was me.
- Sarabi: It's not true. Tell me it's not true.
- Simba: It's true. I'm sorry.
- Scar: He admits it. Murderer!
- Simba: No, no. It was an accident.
- Scar: If it weren't for you the king would be alive. It's your fault he's dead! Do you deny it?
- Simba: I'm not a murderer.
- Scar: We should believe a son who takes the life of a father? We should believe a son who takes the life of a king? A son who abandons his mother?
- Scar: [eating gazelle] Won't you join me, Sarabi? There's plenty to go around.
- Sarabi: You're overhunting, Scar.
- Scar: I've simply perfected the kill. With the help of my army.
- Sarabi: You're killing everything.
- Scar: Don't you see? There is nobody to challenge me. We can finally take whatever we want.
- Sarabi: [confused] We?
- Scar: Long ago, you chose Mufasa over me. But now there is a new king. So stop being so selfish.
- Sarabi: You are the selfish one.
- Scar: The other lions look to you. As long as you resist they will reject me. Take your place by my side, and we will feast together.
- Sarabi: I will never be your Queen!
- Scar: Then from now on... the lions will eat AFTER the hyenas. And they don't leave much behind.
- [the hyenas promptly surround and eat the gazelle]
- Sarafina: Nala come here, sit with us.
- Nala: [Zazu arrives] Zazu, where have you been?
- Zazu: I'm sorry Nala, I came as soon as I could.
- [the sounds a hyena is heard]
- Sarabi: The morning report, Zazu.
- Zazu: Your Majesty, the Pride Lands are in imminent danger. The hyenas are chasing off the last of the herds
- Azizi: The birds back.
- Kamari: Get him!
- [Kamari and Azizi try to chase off Zazu]
- Kamari: Don't come here again unless you want to be eaten.
- Scar: Sarabi why put yourself through this, all you have to do is be my queen. Your suffering from what a memory of a life you once knew, a king you once loved. I tried to make you understand what a true king can be.
- Sarabi: Scar, a true kings power is his compassion.
- Scar: [angered] I AM TEN TIMES THE KING, MUFASA WAS!
- Sarabi: You are nothing compared to Mufasa.
- [Scar attacks Sarabi]
- Scar: [notices a roaring Simba] Mufasa, that can't be.
- Simba: Get away from my mother!