- Back in their cave, the hyenas recover from their run-in with Mufasa. They talk with Scar about how he's basically one of them.
- Scar reveals that he "practically gift-wrapped" Nala and Simba for the hyenas and is disappointed that they didn't kill them.
- Scar sings a villainous song about how he wants to kill Mufasa and Simba and become king, and how he needs the hyenas to help him.