In the Pride Lands of Africa, a pride of lions rule over the animal kingdom from Pride Rock. King Mufasa’s and Queen Sarabi’s newborn son, Simba, is presented to the gathering animals by Rafiki the mandrill, the kingdom’s shaman and advisor. Mufasa shows Simba the Pride Lands and explains to him the responsibilities of kingship and the “circle of life”, which connects all living things. Mufasa’s younger brother, Scar, covets the throne and plots to eliminate Mufasa and Simba, so he may become king. He tricks Simba and his best friend Nala (to whom Simba is betrothed) into exploring a forbidden elephants’ graveyard, where they are attacked by spotted hyenas led by Shenzi, Kamari, and Azizi. Mufasa is alerted about the incident by his majordomo, the hornbill Zazu, and rescues the cubs. Though upset with Simba, Mufasa forgives him and explains that the great kings of the past watch over them from the night sky, from which he will one day watch over Simba. Meanwhile, Scar visits the hyenas and manages to convince them to help him overthrow Mufasa in exchange for hunting rights in the Pride Lands.

Scar sets a trap for his brother and nephew, luring Simba into a gorge and having the hyenas drive a large herd of wildebeest into a stampede that will trample him. He informs Mufasa of Simba’s peril, knowing that the king will rush to save his son. Mufasa saves Simba but ends up hanging perilously from the gorge’s edge. Scar refuses to help Mufasa, instead sending him falling to his death. He then convinces Simba that the tragedy was Simba’s own fault and advises him to leave the kingdom and never return. He orders the hyenas to kill the cub, but Simba escapes. Scar tells the pride that both Mufasa and Simba were killed in the stampede and steps forward as the new king, allowing his three hyena minions and the rest of their large pack to live in the Pride Lands.

Simba collapses in a desert and is rescued by Timon and Pumbaa, a meerkat and warthog, who are fellow outcasts. Simba grows up in the jungle with his two new friends and other animals, living a carefree life under the motto “hakuna matata” (“no worries” in Swahili). Now a young adult, Simba rescues Timon and Pumbaa from a hungry lioness, who turns out to be Nala. She and Simba reunite and fall in love, and she urges him to return home, telling him that the Pride Lands have become a drought-stricken wasteland under Scar’s reign. Feeling guilty over his father’s death, Simba refuses and storms off. He then encounters Rafiki, who tells him that Mufasa’s spirit lives on in Simba. Simba is visited by the ghost of Mufasa in the night sky, who tells him that he must take his rightful place as king. Realizing that he can no longer run from his past, Simba decides to return to the Pride Lands.

Aided by his friends, Simba sneaks past the hyenas at Pride Rock and confronts Scar, who was about to fight Sarabi. Scar taunts Simba over his role in Mufasa’s death and backs him to the edge of the rock, where he reveals to him that he murdered Mufasa. Enraged, Simba reveals the truth to the rest of the pride. Scar attempts to defend himself, but his knowledge of Mufasa’s last moment (despite having previously claimed that he arrived too late at the gorge) exposes his role in Mufasa’s death. Timon, Pumbaa, Rafiki, Zazu, and the lionesses fend off the hyenas while Scar, attempting to escape, is cornered by Simba at the top of Pride Rock. Scar begs for mercy and attempts to blame the hyenas for his actions; Simba spares his life, but orders him to leave the Pride Lands forever. Scar refuses and attacks his nephew, but Simba manages to toss him from the top of the rock. Scar survives the fall, but is attacked and killed by the hyenas, who overheard his attempt to betray them. Afterwards, Simba takes over the kingship and makes Nala his queen.

Later, with Pride Rock restored to its usual state, Rafiki presents Simba and Nala’s newborn cub to the assembled animals, continuing the circle of life.

In Ixtenco, Mexico, Nick Fury and Maria Hill investigate an unnatural storm and encounter the Earth Elemental. Quentin Beck, a super-powered man, arrives to fight the creature. In New York City, the Midtown School of Science and Technology restarts its academic year to accommodate the students who were among those resurrected in “the Blip” eight months earlier.[N 1] The school organizes a two-week summer field trip to Europe, where Peter Parker, while still distraught over Tony Stark’s death,[N 1] plans to confess his growing feelings for classmate MJ and avoid heroics. At a fundraiser for the homeless coordinated by his Aunt May, Parker is forewarned by Happy Hogan that he will be contacted by Fury, but Parker chooses to ignore the call. Parker leaves after being overwhelmed by questions about Stark.

Parker and his friends travel to Venice, Italy. Parker’s classmate Brad emerges as a competitor for MJ’s affections. The Water Elemental strikes Venice and wreaks havoc on the city. Beck arrives and destroys the creature. Fury meets with Parker and gives him Stark’s glasses, which were meant for his successor. The glasses are equipped with the artificial intelligence E.D.I.T.H., which has access to all databases of Stark Industries and commands a large orbital weapons supply. Beck claims the Elementals killed his family and that he hails from a different reality, one among many in the Multiverse. Parker rejects Fury’s call to arms, opting to rejoin his class.

Fury covertly redirects the school trip’s itinerary to Prague, where the Fire Elemental is projected to strike. It appears at a carnival, but Beck, with Parker’s help, destroys it. Fury and Hill invite Parker and Beck to Berlin to discuss the formation of a new superhero team. Parker considers Beck worthy of being Stark’s successor and bequeaths him the E.D.I.T.H. glasses. Unbeknownst to him, Beck is revealed to be a former holographic-illusions specialist at Stark Industries who was fired for his unstable nature. He now leads a team of disgruntled ex-Stark employees, using advanced projector drones to simulate the Elemental attacks and masquerade as a hero.

MJ deduces Parker is Spider-Man. They discover that a piece of debris she retrieved during the carnival battle is a projector that presents a simulation of the Air Elemental, leading the two to realize Beck is a fraud. Parker travels to Berlin and meets with Fury. Realizing that he is in an illusion, Parker battles multiple illusions before Fury apparently subdues Beck. Fury forces Parker to reveal anyone he told of Beck’s deception before being revealed as another illusion. Ultimately hit by a train, a badly injured Parker falls unconscious in a train car.

Awakening in a jail cell in the Netherlands, Parker breaks out and contacts Hogan, who flies Parker to London and reveals a suit-manufacturing machine left behind by Stark, which Parker uses to synthesize a customized costume. In London, Beck uses E.D.I.T.H. to orchestrate his biggest illusion yet, a fusion of all four Elementals, using it as cover to kill MJ and any others to whom she might have revealed his secret. Parker disrupts the illusion, so Beck reveals the drones to attack him. Parker defeats Beck, regaining control of E.D.I.T.H. to call off the drone attacks. Beck dies from wounds sustained from misfired drone gunshots. An assistant of Beck’s escapes with data of the events. Parker returns to New York City and begins a relationship with MJ.

In a mid-credits scene, reporter J. Jonah Jameson of TheDailyBugle.net broadcasts doctored footage of the London incident, in which Beck incriminates Spider-Man for the drone attack and his death, before revealing Spider-Man’s secret identity. In a post-credits scene, the Skrulls Talos and Soren are revealed to have been masquerading as Fury and Hill the whole time, as directed by the real Fury, who commands a Skrull spaceship.