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RAFIKI: And then, out of the darkness came a bone-chilling noise.

YOUNG HARE: (GASPS) What was it?

RAFIKI: Hmm. Are young ones like you ready? It is a story that will make your fur stand up straight.

YOUNG HARE: Oh, we are, we are!

MTOTO: Tell us the story, Rafiki! Please?

YOUNG RHINO: Yeah!

YOUNG HARE: We wanna hear it!

KION: We all want to hear the story, Rafiki.

RAFIKI: Very well. Where was I? Ah, yes. They heard a bone-chilling noise, the call of the Zimwi.

YOUNG HARE: What's a Zimwi?

RAFIKI: The Zimwi is a terrifying beast!

ALL: Ahhh!

RAFIKI: But it only comes into the Pride Lands on the night of the full moon.

BUNGA: Hey, tonight's a full moon!

(ALL GASP)

RAFIKI: Huh! So it is. Then, it is on a night like tonight that you might hear the Zimwi's call.

(BELLOWING)

YOUNG HARE: What was that?

MTOTO: Was that...

YOUNG RHINO: The Zimwi?

(BELLOWING)

KION: Whoever you are, come out and show yourself!

(BELLOWING)

KION: You heard me! Come out!

BESHTE: Kion? Oh! Uh, hey, everybody.

BUNGA: I thought I recognized that bellow.

FULI: Me too. But why are you bellowing so late?

BESHTE: I need to practice. Tomorrow I'll be bellowing for the Bellow Fellows.

FULI: "Bellow Fellows"?

ONO: Uh, that sounds... Nice.

BESHTE: It's poa! If they like me, I'll get to bellow all the time with them! It's gonna be so much fun! But, uh, I'm kinda nervous to bellow in front of 'em.

RAFIKI: Hmm, yes, yes. I suppose this is much more interesting than the Zimwi.

BUNGA: Wait, Rafiki! Don't go!

MTOTO: We wanna hear about the Zimwi!

RAFIKI: Is that so? And you are sure you're not too frightened?

YOUNG HARE: I'm not scared!

MTOTO: Tell us, Rafiki!

YOUNG RHINO: Yeah!

RAFIKI: Very well!

¶ On a night such as this

¶ With a full moon up high

¶ A creature comes out with a frightening cry

¶ It towers above you

¶ Tall as two giraffes

¶ And as it approaches, oh, how it laughs

Ha!

¶ So, beware all you young ones

¶ You're in for a fright

¶ Something is lurking but just out of sight

¶ You won't hear it coming

¶ Though try as you might

¶ So, beware of the Zimwi

¶ Beware of the Zimwi tonight

Listen closely, now.

¶ Big spikes has the Zimwi

¶ And yes, it moves fast

¶ With eight legs on its body

¶ Each bigger than the last

¶ Its teeth are sharper than a croc's, so I've heard

¶ Yet those who have seen it never speak another word

¶ So beware, all you young ones

¶ You're in for a fright

¶ Something is lurking but just out of sight

¶ You won't hear it coming though try as you might

¶ So beware of the Zimwi

¶ Beware of the Zimwi tonight

A-ha!

¶ Beware of the Zimwi tonight ¶

(ALL GASP)

KION: (CHUCKLES) Relax. It's just a story.

FULI: It is just a story. Right, Rafiki?

RAFIKI: Mmm? Who is to say? Now, off to bed you go. Go, go, go!

KION: Thanks for the story, Rafiki.

RAFIKI: Yes, yes. Sleep tight. Don't let the Zimwi bite. (LAUGHS)

MTOTO: The Zimwi can't be real, uh, can it?

KION: Eight legs? Each one bigger than the last? Does that sound real, guys?

ONO: No way.

BESHTE: Nope.

FULI: Just a story.

MTOTO: I hope so.

BUNGA: That's too bad. I'd kinda like to meet the Zimwi.

(LAUGHS)

(WIND WHOOSHING)

(ALL GASP)

MTOTO: Oh, no.

YOUNG HARE: Huh?

FULI, BESHTE, ONO: Ah!

BUNGA: Zimwi?

KION: Bunga, it's only the wind.

ONO: (STAMMERS) Of course.

BESHTE: Right.

FULI: Yeah.

YOUNG RHINO: Are you sure?

KION: If you guys are that worried, maybe you should all stay together tonight. You'll feel safer.

MTOTO: (STUTTERS) Okay.

YOUNG HARE: Whew. Good idea.

YOUNG RHINO: Might even be fun.

BESHTE: That does sound fun. Maybe we can do that, too.

BUNGA: Hey, yeah! We can all spend the night at Hakuna Matata Falls. I'm sure my uncles won't mind.

KION: Sure.

ONO: Fine by me.

FULI: I'm in.

BESHTE: Yeah. That sounds poa! (CLEARS THROAT) (BELLOWING)

(ALL EXCLAIM)

BESHTE: Oh, sorry. (BELLOWING)

BUNGA: Hey, Big B, that one sounded like Uncle Pumbaa!

(BRANCH SNAPPING)

(BELLOWING IN DISTANCE)

(RUSTLING)

YOUNG RHINO: Ahhh! The Zimwi! Zimwi!

MTOTO: Zimwi? (GASPS) Where?

(RUSTLING)

BOTH: (GASP) Ah!

(ALL GRUNTING)

YOUNG RHINO: Kion! Kion!

KION: Hmm?

YOUNG RHINO: You gotta help us!

KION: What? What's wrong?

YOUNG RHINO: It's the Zimwi! It's in the Pride Lands! I just saw it!

KION: The Zimwi? That's impossible.

MTOTO: No, it's really true!

YOUNG HARE: Help us!

FULI: (SIGHS) Zimwi?

BUNGA: In the Pride Lands?

KION: The Zimwi doesn't exist. It's just a story! You must've seen some other animal.

BUNGA: You really saw it?

YOUNG RHINO: In the woodlands. It was as tall as two giraffes!

MTOTO: Just like Rafiki said!

YOUNG RHINO: And its teeth were sharper than a crocodile's!

BESHTE: They were?

KION: For the last time, there's no such thing as a Zimwi.

(SCRATCHING IN DISTANCE)

MTOTO: I'm scared!

YOUNG HARE: What if it eats all of us?

ONO: Oh, maybe it is real.

(SCRATCHING CONTINUES)

TIMON: Now that I have your attention, let an expert tell you all about the Zimwi.

BUNGA: You know about the Zimwi, Uncle Timon?

PUMBAA: Know about it? Timon's the only animal in the Pride Lands to survive an encounter with...

BOTH: The Zimwi!

ONO: So, it's not just a story!

KION: You've both seen the Zimwi?

PUMBAA: Oh, Timon has! Right, Timon?

TIMON: Ha! You better believe it! (CHUCKLES) More or less.

KION: "More or less"?

TIMON: (CHUCKLES) Well, not exactly me. See, my Ma's cousin's friend knows an ox who told him he ran into the Zimwi! And it ate him!

PUMBAA: Oh, the horror!

YOUNG RHINO: Oh, no!

YOUNG HARE: Ahhh!

KION: Wait! If the ox got eaten, how did he tell anyone else the story?

PUMBAA: Ooh, good question. Timon?

TIMON: Uh, you'd have to ask the ox. The point is, nothing can stop the Zimwi!

YOUNG RHINO: Ah! What are we gonna do?

TIMON: Nothing you can do, kid.

KION: Maybe there's nothing he can do, but we're the Lion Guard. We'll find whatever you saw. And if it really is the Zimwi, we'll run it out of the Pride Lands!

BUNGA: Yeah! Or get eaten trying!

(ALL GASP)

PUMBAA: (CRYING) Oh! Why does our little Bunga have to be so brave?

KION: Let's go. Till the Pride Lands end...

ALL: Lion Guard defend!

KION: Even if we're just defending everyone from Rafiki's silly story.

FULI: I hope you're right about that.

BUNGA: Here, Zimwi, Zimwi, Zimwi. Here, Zimwi, Zimwi, Zimwi.

KION: (CHUCKLES) Come on, Bunga. You really think there's a creature out here that's as tall as two giraffes with big spikes, and teeth sharper than a crocodile?

BUNGA: Yeah! Don't forget the eight legs! You believe it too, don't ya, Big B?

BESHTE: I don't know, Bunga. I've never seen anything like that. But there's probably lots of things I've never seen.

ONO: I see a lot more than you guys do. And I still haven't seen everything. So, who knows?

FULI: Come on, Kion. Isn't it possible?

KION: Mmm, no. We'll find whatever it is those animals saw, and then you'll see it's not a Zimwi.

BUNGA: So, you think it's something worse?

(CHITTERING)

(ALL GASP)

BUNGA: Come on! Come on! We can't let this thing get away.

ONO: Actually, would that be so bad?

(CHITTERING)

(CHITTERING)

ONO: Ahhh! Hapana!

(STRUGGLING)

GENET: Oh, excuse us. Did we scare you?

ONO: Me? Why, uh, no!

BESHTE: Hey, little genets. Where are you guys off to?

GENET: Just heading home.

BUNGA: Good thinkin'. Get home before the Zimwi gets ya.

GENET: Zimwi? What's a Zimwi?

BUNGA: You've never heard of the Zimwi? It's...

KION: It's nothing!

BUNGA: Pfft, yeah. If something as tall as two giraffes is nothing!

GENET: (WHIMPERS) Two giraffes?

FULI: Bunga?

BUNGA: If nothing has teeth bigger than a crocodile's. Then yeah, sure! The Zimwi's nothing!

GENET: Huh! Teeth bigger than a crocodile's?

KION: Bunga! Enough!

BUNGA: Speaking of enough, you'd think four legs is enough, but not for the Zimwi! He's got eight!

GENETS: (ALL WHIMPER)

KION: Don't worry, okay? We're not even sure the Zimwi's real.

BUNGA: (SCOFFS) Yeah. For all we know it could be some other eight-legged, super tall, sharp-toothed thing stalking through the Pride Lands tonight.

GENET: We really have to get back.

BUNGA: Good idea! The Lion Guard's on duty! So, go on home and get a good night's sleep.

GENET: I don't see that happening. Let's go!

(GENETS CHITTERING)

BUNGA: Hey, wait! If you do see the Zimwi, try to keep it where it is till we get there, okay? Then leave the rest to us. Think they'll do it?

ONO: I doubt it.

FULI: Bunga, why did you scare them like that?

BESHTE: Yeah, Little B. You really got 'em on the run.

BUNGA: What? I was tryin' to make 'em feel safe!

KION: But they hadn't even heard of the Zimwi til you told them about it.

BUNGA: How was I supposed to know?

KION: (SIGHS) Okay, Bunga. But the next animal we run into, try not to mention the Zimwi.

BUNGA: No Zimwi. You got it.

ONO: I have to admit, hearing Bunga describe the Zimwi has me a little on edge, too.

BESHTE: Well, hopefully Kion's right and it's just a story after all.

FULI: Um, he probably is. Just listen. Everything's peaceful and quiet.

ONO: Yeah. A little too quiet...

(HOOVES APPROACHING)

(ANIMAL SCREAMING)

ONO: Ah! I take it back. Quiet's fine! Quiet's fine!

THURSTON: (SOBBING) Panic and run! Panic and run! Panic and run! Panic and run! (EXCLAIMS)

KION: Hey there, it's okay. It's okay, calm down.

THURSTON: Calm down and trot. Calm down and trot.

KION: What's got you all upset?

BUNGA: Isn't it obvious? He's panicked about the Zimwi! Oops. I said Zimwi. Oops. Said it again!

THURSTON: The Zimwi? Why should I panic about the Zimwi?

BESHTE: You're not afraid of the Zimwi?

THURSTON: Why would I be? Everyone knows it's just a story. Right?

KION: Right! Thank you!

THURSTON: Yes. To think that I'd panic and run over a creature that doesn't even exist. (LAUGHING) How silly!

FULI: Okay, but if you're not running from the Zimwi, what are you running from?

THURSTON: Hmm. What was I? Ooh! I remember! It was genets! There were three of them! Running wild! So small and furry, with long tails! Panic and run! (WHIMPERS)

(IN DISTANCE) Panic and run...

BUNGA: At least he's not afraid of the Zimwi.

KION: Yeah. Come on, everybody.

(OWL HOOTING)

KION: Just an owl, guys.

BUNGA: Is it, Kion? Or is it the Zimwi laughing right before it eats some unsuspecting animal?

KION: Bunga.

(BELLOWING)

ONO: Hapana!

KION: What?

BUNGA: Zimwi?

BESHTE: Sorry. I was practicing my bellows. You know, for the Bellow Fellows?

KION: (SIGHS) See? Just Beshte. No Zimwi.

BESHTE: (BELLOWS)

ONO: I'm not sure which is spookier, Beshte. The Zimwi, or you!

BUNGA: (SIGHS) Still no sign of the Zimwi. (GROANS)

FULI: Or... Or whatever it is.

KION: Huh? Anyone else feel...

ONO: Really scared? Not me!

KION: No. Like we're being watched.

BUNGA: By the Zimwi?

ONO: Usually I do the watching.

BESHTE: Who'd watch us?

FULI: Where?

KION: Shh. Over there. In the bushes.

BUNGA: Ooh, how many eyes does the Zimwi have?

FULI: Too many.

KION: All right, team, let's move in. Ono, keep an eye out overhead.

ONO: Uh, affirmative.

(BRANCH CRACKS)

KION: (GASPS)

(RUSTLING)

BUNGA: Shh.

KION: Now!

GAZELLE: (BELLOWING)

BUNGA: We got you, Zimwi! The Zimwi can fly?

KION: Gazelles?

GAZELLE: Don't hurt us!

MALE GAZELLE: Please! We were just hiding!

FULI: This is what we've been chasing?

BESHTE: So, what are you hiding from?

MALE GAZELLE: What else?

ALL: The Zimwi!

KION: Listen. I don't think the Zimwi's really real.

MALE GAZELLE: But we saw it. Right before we jumped into the bushes. It had giant teeth! On the outside of its head!

ONO: Hapana! We've heard those teeth are as sharp as a crocodile's.

GAZELLE: We heard it can fly!

BUNGA: You heard that, too?

KION: They heard it from you! Relax. The Zimwi's just a story.

MALE GAZELLE: Oh, yeah? (SHUDDERS) So, what's that?

(ALL EXCLAIM)

FULI: Maybe this thing really is as tall as two giraffes.

BESHTE:Those sure look like big teeth.

BUNGA: Anyone else see two heads?

KION: Uh, maybe? Whatever it is, it's on the move.

(THUNDER RUMBLING)

ONO: I hope that's you practicing again, Beshte.

BESHTE: I don't think so.

KION: Come on, Lion Guard, let's go. This ravine's a dead end so it's got nowhere to run.

ONO: And that's a good thing?

(THUNDER CLAPPING)

(ALL GASP)

KION: Anyone see anything?

ALL: Zimwi!

BUNGA: I knew it.

ONO: Run!

ALL: Ahhh!

BUNGA: All right, Zimwi, it's just you and me. Ah!

BESHTE: Let's go, Little B!

BUNGA: Whoa!

ALL: Ahhh!

(ALL EXCLAIM)

KION: Look out!

MALE GAZELLE: Ahhh!

KION: Lion Guard! We've gotta get these gazelles under control!

FULI: How are we gonna do that?

KION: We get them out in the open. That way they can't hurt themselves! Beshte, flatten those bushes! Make an opening to the clearing.

BESHTE: You got it, Kion. Twende Kiboko!

(CRASHING)

KION: Let's round them up. This way.

ONO: Careful! Watch the branches!

(BUNGA LAUGHS)

ONO: And you watch your horns!

FULI: Come on, gazelles!

(BOTH EXCLAIM)

KION: They should wear themselves out in a little bit.

BUNGA: Gazelles, right? One little scare and before you know it, they're just jumping all over the place.

KION: Because we scared them. (SIGHS) While we were running away.

FULI: Sorry, Kion.

KION: Nothing to be sorry about. I ran away, too.

BUNGA: And you said the Zimwi wasn't real!

KION: (SIGHS) I know. All this time, I wasn't afraid of the Zimwi because I thought it wasn't real. But as soon as I thought it was, I ran away.

BESHTE: I can't believe we got so scared.

KION: Listen. It's okay to be scared. But we're the Lion Guard, and we can't run away.

Kion's right.

ONO: Affirmative.

BESHTE: Twende Kiboko.

BUNGA: That's what I've been saying all along!

KION: Okay, time to face the Zimwi! Till the Pride Lands end...

ALL: Lion Guard defend!

KION: You don't scare us, Zimwi!

BUNGA: That's right. Get outta the Pride Lands!

'ZIMWI': (GURGLING)

FULI: That all you got, Zimwi?

KION: What in the Pride Lands?

ONO: Hapana!

BESHTE: No way!

KION: Lion Guard! Get it!

BESHTE: Twende Kiboko!

FULI: (GROWLS) Huwezi!

BUNGA: Zuka Zama, Zimwi!

'ZIMWI': Don't hurt us!

KION: Ahhh!

(ALL GASP)

BESHTE: Wait. What?

BUNGA: You're not the Zimwi!

FULI: Wait. So we ran away from two little porcupines?

KION: Looks like it. So, did you two hear something scary and think it was the Zimwi?

PORCUPINE: Uh, yeah.

ONO: Of course! So, you huddled together and stuck out your quills to make yourselves look bigger.

FULI: Then the rhino saw you like that and thought you were the Zimwi!

BESHTE: And so did we.

KION: Don't feel bad, Beshte. I think everyone was so spooked by Rafiki's story, they were ready to believe anything.

BUNGA: Wait a second. What about their ginormous Zimwi body?

ONO: Over here. Termite mound.

BUNGA: Mmm! Termites! Excuse me.

PORCUPINE: We ran up there when the Zimwi... I mean you guys, were chasing us.

FULI: (CHUCKLES) All this time, the "Zimwi" was just two little porcupines.

BUNGA: (MOUTH FULL) See? I was right. It did have two heads! Mmm.

FULI: So, those are the hippos you need to bellow for?

BESHTE: Yeah. But I'm not sure I can do it. I'm still kinda scared.

KION: Scared of this? Beshte, last night you faced the Zimwi!

BESHTE: But, Kion, there was no Zimwi.

KION: You didn't know that. And you charged in anyway. And if you can do that, I think you can bellow in front of a couple of hippos.

BESHTE: You're right, Kion. Thanks! Now I'm ready for that audition! Here I go.

(BELLOWING RHYTHMICALLY)

(BELLOWING CONTINUES)

KION: Ugh.

ONO: Hapana.

BELLOW FELLOW: We love it!

BELLOW FELLOW 2: Best ever!

BESHTE: Really?

BUNGA: Really?

BELLOW FELLOW: Congratulations! You're now a Bellow Fellow!

BELLOW FELLOW 2: You can bellow with us any time!

BESHTE: How about now?

(ALL BELLOWING RHYTHMICALLY)

BUNGA: Now, that's scary.

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