Simba is now a wise king, and the ruler of the pride lands and is teaching Kovu, his future successor of how to be a king, yet Simba, Nala, Timon, and Pumbaa are captured by humans, which Simba believes are going to be killed. But the humans are not trying to kill the lions, but protect the lions from being poached by the hunter Silas Von Drusko, can Simba, Nala, Timon, and Pumbaa return to the Pride lands before Von Drusko wipes out the entire Pride? But then Merlin, Prince charming,jumba, inspector gadget, tweedledee and tweedledum from the Disney animated film Alice in wonderland, the peddler from Aladdin and little Jimmy comes to Africa with the poachers.
- Matthew Broderick as Simba, the King of the Pridelands who was shrank by Merlin from the sword in the stone.
- Clancy Brown as Silvermane, Akula's lieutenant
- Tim Curry as Silas Von Drusko, a human poacher who wants the lions fur for money and is Rick's rival.
- Mark Hamill as Akula, a rival lion who wants to take over Simba's Pride and be the ruler of the Prideland.
- Nathan Lane as Timon who greeted tweedledee.
- James Earl Jones as Mufasa, the spirit of Simba's late father, the older brother of Scar, Kiara's grandfather, and the previous King of the Pridelands and he was kissed by Prince charming.
- Ernie Sabella as Pumbaa who greeted tweedledum.
- Anthony Mackie as Ranger Rick Denver, the game warden in charge of Project "Lion Move", the project that will relocate the Lions of the Pridelands until Silas is captured.
- Robert Guillaume as Rafiki, the wise old mandrill shaman of the Pridelands who saw the peddler from Aladdin.
- Steven Blum as Erksis - Akula's top warrior
- Jeremy Irons as Scar, Mufasa's younger brother, Simba's evil uncle and Kiara's great uncle. Through Scar does not actually appear in the main body of the movie itself, he appears briefly in Simba's nightmare but then he meets jumba his new henchmen.
- Jason Marsden as Kovu, heir to the throne.
- Moira Kelly as Nala who was also shrank by Merlin from the sword in the stone.
- Neve Campbell as Kiara, Simba and Nala's daughter and Kovu's mate.
- Eric Idle as Zazu, the hornbill messenger of the Pridelands and he became friends with little Jimmy.
- Nolan North as Kroko, Kovu's new friend, a crocodile who helps Simba regain the Pridelands.
- Jenna Ortega as Cassady, a young girl who befriends Simba and helps him escape from Drusko.
- Fred Tatasciore as Poachers
- John DiMaggio as Chamberlain, Sila's partner
- Jennifer Hale as Serena Andrews, Denver's partner and a news reporter.
- Rene Auberjoinis as the pridelanders
- There's also banazi, shenezi and ed who were replaced with a new uncle inspector gadget.
- Kion and his friends also appears in this film.