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Thumper Ohanna's movie-spoof of the Disney film The Lion King.
- Young Simba - Marie (The Aristocats)
- Adult Simba - Sawyer (Cats Don't Dance)
- Young Nala - Oliver (Oliver and Company)
- Adult Nala - Danny (Cats Don't Dance)
- Timon - Rita (Oliver and Company)
- Pumbaa - Duchess (The Aristocats)
- Mufasa - Juliet (Romeo and Juliet: Sealed with a Kiss)
- Sarabi - Romeo (Romeo and Juliet: Sealed with a Kiss)
- Scar - Darla Dimple (Cats Don't Dance)
- Shenzi - Max (Cats Don't Dance)
- Banzai - Nightmare Moon (My Little Pony: Friendship Is Magic)
- Ed - Katnappe (Xialion Showdown/Xialion Chronicles)
- Rafiki - Princess Celestia (My Little Pony: Friendship Is Magic)
- Zazu - Trixie (My Little Pony: Friendship Is Magic)
- Sarafina - Woolie the Mammoth (Cats Don't Dance)
- The Mouse - Thumper (Bambi)
- The Gopher - Gromit (Wallace and Gromit)
- The Hyena Clan - The Cauldron Born (The Black Cauldron)
- The Chameleon - Crickee (Mulan)
- The Wildebeest Stampede - Rasputin's Wrath (Anastasia)
- The Vultures/Buzzards - Vultures (The Jungle Book)
- The Beetle - Monkey (Jumanji)
Through a prologue in a storybook: A baby Princess is born to Juilet and Romeo, the animal rulers reigning over the Kingdom of Wonderland, and the infant is presented to their subjects, an enormous hoarde of serengeti animals, by the wise pony, Princess Celestia. However, Juilet's envious, contemptuous younger sister, Darla Dimple is chagrined by the birth of her niece, Marie, as she has been stripped of her status as heir presumptive to the throne through the Princess's birth and conspires against Romeo and Marie in secret in hopes of one day earning dominance over the Pride Lands.
Before long Marie ages into an eager, adventurous little girl anxious at the prospect of one day taking over the throne. In an attempt to prove her courage, Marie invites her closest friend Oliver to venture out into the Elephant Graveyard (beyond the Pride Lands) with her in spite of her father's cautions of the hazards of the area and even distracting their babysitter Trixie through song (I Just Can't Wait to Be Queen) in the progress.
The kids escape to the graveyard but run into frog-human, a unicorn and a cat named Max, Nightmare Moon, and Katnappe with the intentions of hunting them. Oliver and Marie try to flee from the clutches of the villains, though fortunately Juliet arrives to his daughter's aid before long and wards them off. Afterward, Marie apologizes to the forgiving King, who explains the guardianship of the spirits of previous kings to her in the stars above. Later, it is revealed that the villains were actually working under Darla Dimple's employment in exchange for miracles for themselves, and they are chastised for their failure in carrying out their mistress's sinister plot. However, soon Darla Dimple receives inspiration for a deadly new plot and explains it to her minions through song (In the Dark of the Night).
The following morning, Darla Dimple lures Marie to a canyon and triggers a stampede of wildebeests, tricking Juilet into entering the same canyon in order to rescue his daughter. Fortunately Juilet manages to lead Marie to safety, but is sent tumbling to his demise by Darla Dimple and is trampled to death by the wildebeests. A mournful Marie is convinced by her aunt that she was responsible for Juilet's death and is exiled from the Pride Lands.
Darla Dimple then announces to the pride that both Juilet and Marie were killed and steps forward as the new Queen, allowing a swarm of villains to live in the Pride Lands. Marie, now far from home, collapses in a desert from exhaustion, but is found Duchess and Rita, 1 cat and dog who nurse her back to health. Marie's new-found friends then take her in, and the little kitten grows on a carefree life under the motto "hakuna matata".
Years later, Sawyer, now grown, gets pushed to the ground on accident, by a young adult cat who turns out to be Danny who she introduces to her friends. The two reconcile and fall in love. Still feeling guilt over her father's death, Sawyer, when alone with her animal friends, tells them she has to gain her powers and imagination to save the day. Woolie tracks Sawyer down, telling her that Juilet is still "alive" and taking her to a pond where she is visited by the specter of Juilet, who tells her that she has forgotten who she is and thus must take her rightful place as the true Queen of Pride Rock. Sawyer then realizes that she can no longer run from her past and goes back home.
When Sawyer decides to save her kingdom, Danny, Duchess, and Rita follow her, and agree to help her fight. At the Pride Lands, Sawyer confronts Darla Dimple on Pride Rock after she attacks her mother Juliet. Darla Dimple taunts Sawyer, who still feels guilt over her father's death, but after pushing her over the edge of Pride Rock, Darla reveals that she killed Juilet. Enraged, Sawyer jumps back up, and forces Darla Dimple to reveal the truth to the kingdom. Sawyer's friends, Trixie, Princess Celestia, Romeo, Danny and the heroes fight off the villains while Darla, attempting to escape, is cornered by Sawyer at the top of Pride Rock.
When trapped at the top of Pride Rock, Darla Dimple begs Sawyer for mercy, saying she is family and places the blame on the villains. Sawyer says she does not believe Darla Dimple anymore, but spares her life and tells her to run away and never return. Darla Dimple meekly walks past her, but then attacks her niece. After a fierce battle, Sawyer triumphs and throws Darla Dimple off Pride Rock. Darla survives the fall, but is attacked and killed by the villains, who overheard her attempt to betray them. With Darla Dimple and the villains gone, Sawyer descends from the top of Pride Rock where she is acknowledged by the pride as the rain falls again. Sometime later, Pride Rock is restored to its former glory and Sawyer looks down happily at her kingdom with Danny, Duchess, and Rita by her side.