Simba, Timon, and Pumbaa are relaxing one night and looking up at the stars. Pumbaa asks if any of them have ever wondered about the stars, and Timon affirmatively states that they're fireflies that got stuck up there. Pumbaa mentions that he always thought starts were giant balls of burning gas. Simba thinks that the stars were once great kings that now look down over them.
After leaving home as a young lion cub, Simba comes across Rafiki, a wise baboon. Rafiki encourages Simba to question his future. Through a vision of his father, Mufasa, Simba realizes his role as the king of Pride Rock is his identity.
Mufasa expresses his disappointment to Simba for disobeying his orders and putting himself in danger. After, Mufasa tells Simba to look up at the stars whenever he is feeling lonely, as the kings of the past, and Mufasa himself, will always be there to guide him.
When Simba mentions that he's been running from the past, Rafiki hits him on the head with a stick to teach him that, while the past can hurt, he can learn from it. This lesson inspires Simba to venture out to face his past.