The song is performed by the late Suzanne Pleshette as Zira, Andy Dick as Nuka, and Crysta Macalush as Vitani. The song starts out as a lullaby to Kovu, who is being put to bed. It then switches to Zira's feelings over her exile. The rest of the song outlines Zira's dreams to have Kovu kill Simba and usurp the throne. The song's ending is similar to the end of "Be Prepared" with Zira towering over the Outlanders mirroring Scar towering over the hyenas at the end. Her treatment of Nuka during the song resembles Scar's abuse of Shenzi, Banzai and Ed.
Zira: Hush, my little one.
You must be exhausted.
Sleep, my little Kovu
Let your dreams take wing
One day when you're big and strong
You will be a king
(Instrumental bridge in the soundtrack version)
Kovu (spoken): Good night...
Zira (spoken): Good night, my little prince.
Tomorrow, your training intensifies.
I've been exiled, persecuted
Left alone with no defense
When I think of what that brute did
I get a little tense
But I dream a dream so pretty
That I don't feel so depressed
'Cause it soothes my inner kitty
And it helps me get some rest
The sound of Simba's dying gasp
His daughter squealing in my grasp
His lionesses' mournful cry
That's my lullaby
Now the past I've tried forgetting
And my foes I could forgive
Trouble is, I knows it's petty
But I hate to let them live
Nuka: So you found yourself somebody who'd chase Simba up a tree
Zira: Oh, the battle may be bloody, but that kind of works for me