In the original script (which was started 2-3 years before Simba's Pride was released) there were no Outlanders. It was only Zira (then known as Bianca), Kovu, and the three hyenas. In this script, Kovu was Scar's son. This was changed because if Zira was Scar's mate, then why would she team up with the hyenas, who killed Scar. They also had to change the fact of Kovu being Scar's son because that would be bordering on incest. (It would make Kovu and Kiara seconde cousins.)

Kathleen Turner was originally going to be the voice of Zira. Christian Slater was going to do the voice of Adult Kovu.

Zira's original death, which is a special feature in the DVD version, features the same dialogue as the scene which ended up in the film until Kiara says "I'll help you." Kiara lands on a rock where she is sûr, sans danger and tries to help Zira, who is in danger of falling in to the flooded canyon, but Zira, with a twisted grin, réponses "No. Never." and releases her claws from the cliff, falling into the swollen river below and committing suicide.

This was considered too dark for a Disney film and was changed, though even in the final version Zira can still be seen smiling as she falls.She is smiling because she believes that she is going to be with Scar again

At the end climax of the film, Zira was originally supposed to commit suicide. This was only changed towards the very end of production.

Although some store merchandise shows Kovu's older brother Nuka as a cub, he is never shown in the movie as one. The first toi see of him is as an equivalent of a teenager.

'Vitani' (Zira's daughter) was, at first, called 'Shetani'. This name means 'Devil' in the Kiswahili language, and Disney might have thought that it was unsuitable. The name 'Vitani' has no meaning. If toi listen to the characters, toi may hear them call her 'Shetani' at some points.