Scar's Ghost shares the same appearance as Scar, except with dark entrails and a dark purple haze about him.
Sora, Donald, and Goofy return to the Pride Lands, only to find Simba being plagued by Scar's Ghost. Simba's fear and uneasiness while facing Scar's Ghost make him the laughing-stock of Shenzi, Banzai, and Ed.
Sora tries to find out the cause of Simba's fear; Simba only replies that he is unable to follow the footsteps of his father. Sora tries telling Simba that he just has to be himself, but to no avail. After failing to talk things out with Simba, Sora and company leave in a huff; they hide behind a log in the Oasis and, perhaps as a method of coercion, create a replica of Scar's Ghost to help Simba gather his courage.
After they successfully helped Simba to regain his composure, Nala, Timon, and Pumbaa are confronted by Scar's Ghost, and Simba chivalrously tells the Ghost to disappear. Soon after, all of the Ghosts gather together, forming a giant Heartless known as Groundshaker.