As a little cub, Kion's appearance almost looked the same to what he is now except his nose is pink, had three small spots on his hind end and has a tan-yellow coat with white whiskers.
Kion is very similar to his father in many aspects. He has a light golden pelt and paler golden paws, underbelly, and muzzle, with scruffier fur on his upper cheeks and the base of his chest. He has a bright red head tuft, and a bushy tail tip that is the same color as his mane. His eyes are orange-brown, with dark, thick eyebrows located above them. He possesses a sepia brown nose and dark brown whiskers, with brown rims along the side of his light red-brown inner ears and black rims along the top. At the base of each of his legs, Kion has numerous spots in a darker shade than his main fur color.
His Mark of the Guard is imprinted in orange/red on his shoulder. Kion's paw pads are a dull pinkish-brown, and his claws are a silvery-white.
Before becoming leader of the Lion Guard, Kion was a playful and rather carefree lion. It was remarked by Simba that he hoped Kion would grow up someday, implying that he was immature. Though he did respect rules even then.
Currently, Kion is a fierce lion who has a great sense of responsibility. He takes his position as leader of the Lion Guard very seriously and strives to make sure that he never goes down the path that his great uncle Scar did. He is very hesitant on using the Roar of the Elders for anything other than protecting the Pride Lands as a result. Kion doesn't seem to care much for tradition, as shown by his desire to assemble a Lion Guard made up of much more than just lions. This also shows that he is open to change, so long as it is for the better. Kion understands that not all hyenas are bad. He doesn't believe that fighting is always the answer to everything, and is trusting enough to give strangers a chance even if they cause trouble.
Kion is very observant and skilled at piecing together information. He has faith in his friends and dislikes seeing their feelings, which he is sensitive to, hurt. Kion also cares deeply for his mother Nala, his father Simba, and his sister Kiara. He cares for all of the Pride Landers and respects the Circle of Life. However, when driving unwanted animals out of the Pride Lands, he becomes very forceful and fierce, unafraid to be harsh.  His courage is undeniable, as he will face any adversary for the good of the Pride Lands, its inhabitants, or his friends. Kion is a true leader, authoritative and willing to give orders to anyone, whether they are his friends, his family, or his enemies.
Unlike his best friend Bunga, Kion is very rational and realistic. He does not believe in creatures or occurrences that he perceives as impossible, such as paintings predicting the future.
Kion and his best friend, Bunga are playing on Pride Rock, where Kion's father, the ruler of the Pride Lands, Simba, is teaching his daughter Kiara about her future rolls as queen of the Pride Lands. Kion and Bunga's game of Baobab Ball get in the way of his lesson, much to his sister's frustration. After Simba points out the importance of the lessons, the two take their fun into the Pride Lands to avoid further disturbances.
The two continue their playing their game across the plains, but soon the Baobab rolls off into the Outlands. Kion is hesitant to go down, explaining that his father strictly prohibited him from venturing there. Bunga, on the other hand, has no fear of the Outlands, and gladly leaps down. However, shortly after reclaiming the fruit, two hyenas - Cheezi and Chungu grab Bunga, and plan to give to their leader, Janja, for his lunch. Worried for his friend's safety, Kion lets loose a huge roar, which leaves the hyenas in shock, and gives Bunga a chance to climb back to safety. Bunga is curious as to how his friend produced such a roar, and Kion admits his own confusion.
Meanwhile, Simba, Nala, and Rafiki overhear the Roar. Simba at first does not believe that his son is ready, with him being a cub still. Kion and Bunga then arrive back at Pride Rock. Simba and Rafiki lead them both to a secret lair hidden within Pride Rock, The Lair of the Lion Guard. Simba explains to his son that his great-uncle possessed the Roar of the Elders, and that he lost it by using it for evil by destroying his Guard. He also explains that it is now his turn to lead the Guard, and that he must assemble the fiercest, bravest, fastest, strongest and keenest of sight.
Kion doesn't hesitate to begin his mission, and immediately selects his best friend Bunga, claiming that he doesn't know anyone braver than him. As Bunga rushes to tell his uncles, Kion follows. He meets up with his sister, and tells her about his new duty, and listens to Bunga sing "Zuka Zama" before begging Timon and Pumbaa to let Bunga join the Guard.
Kion assembles group which he believes best fit the criteria for being a member of the Lion Guard. This includes Fuli the cheetah, Beshte the hippopotamus and Ono the egret. Fuli wishes to see the Roar of the Elders, to which Bunga encourages his friend to show her the roar. Kion is hesitant, as he does not wish to abuse his power like Scar had. However, when he attempts to use it just for this occasion, all he can manage is a tiny squeak. Simba then arrives to see the new Guard, but soon tells Kion that the Lion Guard has always been made of lions.
Kion, needing to be alone, wanders around the Pride Lands, singing "Kion's Lament." A voice calls him from the clouds, and Kion peers up to see his grandfather, Mufasa there. Kion conveys his concerns to the Great King of the Past, believing that he is not ready for the responsibility yet, as well as his fear of turning out like Scar. Mufasa tells Kion to believe in himself, and promises to watch over him, and guide him, before vanishing.
Bunga calls Kion, and tells him that the hyenas are attacking the gazelles. Kion and Bunga then rush off to find the rest of the Lion Guard. Once they are all together, Kion places his paw on each of his friend's shoulders, to give them the Mark of the Guard.
The Guard quietly make their way down to the gazelle's grazing grounds, before launching a surprise attack with Kion at the front of the group. With Ono taking care of Mzingo, the rest of the group focus on the hyenas. The hyenas soon start to make a desperate retreat. Simba, Nala, Tiifu and Rafiki arrive just in time to see the new Lion Guard chase the hyenas away.
Although they assume that their work is done, it turns out that Kiara is still in danger. Kion quickly starts to wonder what they could do, though Bunga soon tells him that he can deal with it, along with Fuli. Kion tells Ono to go find Kiara, which he does so. Bunga manages to clear the gazelles away with a giant fart, rescuing Kiara in the process.
With Kiara safe, the Lion Guard approaches Janja's clan. As Janja taunts Kion, the lion cub makes it clear that the Lion Guard is there to defend the Pride Lands and its inhabitants. He performs the Roar of the Elders, and the hyenas scramble back to the Outlands. After witnessing the whole event, Rafiki assures Simba that he is ready. As Kion and his Guard walk back to Pride Rock, Simba is happy to accept the new Lion Guard, acknowledging that it is now their time.
Janja, Cheezi and Chungu are out chasing oryxes, until the Lion Guard arrive to scare them off. Kion tells his friends to calm the herd down, whilst he deals with the hyenas personally. He chases them back to the Outlands across a log. However, whilst standing on the same log, it breaks, and Kion falls downstream.
Ono soon sees Kion in trouble, holding onto the log of the tree that snapped off with him, heading downstream. Ono quickly alerts the rest of the Lion Guard, and they run down to find Kion holding on for dear life. Bunga, desperate to save his friend, leaps in, but Beshte soon jumps in to take him back to land as the current proves to be too strong. Fuli orders Ono to go ahead and check on Kion, who struggles against the current himself and loses his log.
He eventually manages to paddle to safety and onto land, just as his friends catch up on the other side. Kion confirms that he's okay. Ono lands beside him and voices his concern, as Kion has landed in the Outlands. The young lion cub knows that, but also knows how to get back. With no choice thanks to the fast current, Kion tells everyone to meet him at Flat Ridge Rock. Bunga tells everyone that he knows where that is, and leads Fuli and Beshte off. Kion tells Ono to go with them, just in case Bunga doesn't really know the way. Once the egret has left, Kion starts to climb the rocks behind him, as a figure watches from the shadows.
Back in the Outlands, some falling rocks startle and alert Kion to another's presence. A hyena leaps down, and Kion protests, calling her 'hyena' when she comments that he 'didn't know (she) was up there'. She starts to mock him slightly, before revealing that she knows who he is. Kion asks her if she is part of Janja's clan, and she responds with slight disgust. She asks him what he's doing in the Outlands, and Kion explains that he's headed to Flat Ridge Rock, referring to her as 'hyena' once again aggressively. She becomes annoyed at this, and introduces herself as Jasiri, before informing Kion that he's headed the wrong way. Refusing to believe that a hyena can be trusted, even after she tells him that she wants him out of her territory, Kion continues in the same direction, with Jasiri following him.
Later, Kion notices that Jasiri is still following him, and is becoming increasingly annoyed. She warns him again that he's going the wrong way, but Kion leaps up the rocks anyway, just in time for Jasiri to tell him that it leads to a dead end. Kion slips and winds up trapped in a thorn bush. Jasiri begins to laugh ominously, and growls as she approaches the fearful Kion. Much to his surprise, Jasiri starts to break the thorn bush away.
She is disgusted when Kion once again shows his belief that all hyenas are bad. She manages to make Kion smile as she makes a joke, and continues breaking the bush.
Jasiri finally gets Kion loose, and admits that she could have told him earlier, but wanted to see him fall. Kion is unimpressed, though also confesses that he is lost, and asks for help. Jasiri tells him the path to get home, and Kion begins to walk away. However, Jasiri notices that the lion cub is limping, and decides to accompany him, since it was technically her fault in the first place.
On the way, Kion notices a chameleon eating a fly, and mentions the Circle of Life. Jasiri responds defensively, informing Kion that she knows all about it already, and that hyenas do play a part themselves. She then tells Kion that they're the same, and although at first he disbelieves it, Kion soon starts to understand that not all hyenas are bad, and not to judge all of them by their species.
They soon reach Janja's territory, and Kion thanks Jasiri. He also tells her that if she ever needs any help, to let him know as he leaves. Kion begins to climb out of the Outlands, but hears a commotion, and returns down. He finds Jasiri pinned to the ground by Janja and surrounded by Janja's clan, and he lunges at Janja, knocking him off of his new friend with a single swipe. He and Jasiri team up and battle the hyenas, but soon, the clan manages to corner them. Kion tells Jasiri to get behind him, and uses the Roar of the Elders to knock back Janja's clan, who retreat straight after. Jasiri and Kion are amused by the sight of their fleeing opponents, and Jasiri remarks that she never thought a lion would help a hyena, giving Kion a friendly push. Kion is at first shocked, then smiles and responds that not all lions are alike.
Fuli, Beshte, Bunga and Ono then arrive. Fuli, noticing Jasiri, becomes defensive. Jasiri retaliates, but Kion steps between them and explains everything, telling the Guard that Jasiri is a friend. Fuli is surprised, and Bunga reminds Kion that Jasiri is a hyena, but Kion tells them that not all hyenas are bad, and recalls the ferocity with which Jasiri took on Janja's clan. Fuli becomes much more friendly, and the Lion Guard soon make their way back to Flat Ridge Rock. Kion says goodbye to Jasiri, hoping to see her again sometime. He catches up to the rest of the Guard, and they leave.
Kion, Fuli, Beshte, Ono and Bunga rushing to the cry of an animal in trouble. Once they get close enough, they are disappointed to see that it is in fact a Hyrax stuck inside a thorn bush. Kion reminds them that their duty is to protect the Circle of Life, even if it means that some of their duties are less exciting. Bunga and Fuli save the hyrax, though the hyrax is soon repelled by Bunga's scent. Although Ono is disgusted by the scent, Kion tries to assure everyone that Bunga has always been a bit 'fragrant', whilst also holding back his own repulsion.
The crew decide to visit Big Springs, as Beshte gives them a demonstration of how he gets clean. With Beshte's father, Basi, explaining how the Circle of Life works for them. Bunga dives in, soaking Kion and Fuli, but the fish scatter away from his smell. Everyone laughs, until Pua arrives. As Basi invites him to come back next week when the fish should hopefully be ready, one crocodile, Makuu, shows annoyance at their leader's submission to the hippos. He challenges him to a Mashindano, which Basi explains to the youngsters is a fight to determine the leader. Kion immediately becomes concerned, and returns home.
Back home, Kion forwards his concerns to his mother and father. His sister Kiara asks her father if there's anything he can do after hearing her brother's concern, but Simba states that each animal has their own way of handling things, much to Kion's disappointment, and that he absolutely cannot interfere with an event such as this.
The Mashindano soon begins, with most of the Pride Landers coming to watch, constantly chanting as the two crocodiles face off. The battle rages on, with Pua using many techniques to pull Makuu down. Kion secretly cheers for Pua, not wishing to see Makuu in power after what he had witnessed from him back at Big Springs. However, Pua soon grows tired, and Makuu's youth secures him the victory, much to Kion's further disappointment. Simba congratulates Makuu on his win, and thanks Pua for his services over the years. Defeated, Pua leaves, as Basi explains that the loser is banished from the Crocodile Float. Kion watches Makuu slink into the water, worried more than ever.
In The Lair of the Lion Guard, the Lion Guard are relaxing, with Ono still trying to clean Bunga. Kiara suddenly appears with a worried expression on her face. After Beshte asks her what's wrong, she explains that Zazu has just informed her that a herd of giraffes have moved into the baboons' forest, and Simba is out hunting with Nala. With no one else to turn to, Kion quickly rushes out with the rest of the Lion Guard quickly, with Ono scouting out the areas.
Ono soon reveals that all of the animals in the Pride Lands have shifted their homes, with the apparent root of the problem being the crocodiles now living in Big Springs. Kiara then realizes that when the crocodiles pushed the hippos out, they in turn caused the other animals to move about in order to find a new home. Kion decides to talk with Makuu personally.
Kion and the Lion Guard make their way over to speak with Makuu, who, after being told to leave, refuses, stating that they were there to stay unless Kion wanted to fight. Although the rest of the Lion Guard are up for a fight, Kion refuses, stating that not everything needs to be settled with a fight. Although Makuu's taunts almost cause Kion to lose it, he regains control and walks away, reminding his friends that his roar could easily kill all the fish there anyway. He suddenly gains an idea, and locates Pua.
Kion asks Pua to challenge Makuu to another Mashindano, though Pua refuses, informing him that sometimes you have to accept that you have been beaten, even if you don't like it. He gives Kion the advice to just back down, telling him that Makuu is still young and can learn. The Guard refuse to back down, and decide to return to Pride Rock for advice from his father.
When they return, Kiara informs them that they're still out. In the meantime, the baboons have taken over Pride Rock, and Kiara's not sure what to do. Ono then tells everyone that he has a solution... for Bunga's problem.. However, Kiara reminds them that they have bigger problems. Kion tells everyone to go back to the lair, and that he needs time to think.
Alone, Kion calls for his grandfather, who appears shortly. Kion explains the problem, and Mufasa points out that he can't back down. Kion agrees, but doesn't like the idea of fighting. Mufasa tells him that standing your ground doesn't always involve fighting, which gives Kion an idea.
He returns to the lair, and tells everyone that if Makuu wants a fight, then he needs to know that the Lion Guard can bring him one. Only Kion hopes that a demonstration will be all that is needed. Beshte mentions that the Grove of Trees near the Big Springs has no one living there, and that he could use it there. Kion sends Bunga, Ono and Fuli off to check the area is still free from animals, whilst he and Beshte approach Makuu.
Kion and Beshte have approach Makuu, and start to talk whilst Ono, Fuli and Bunga clear the area of the lone hyrax. Ono gives Beshte the signal, who in turn gives Kion the all clear. Kion warns Makuu one more time, before using the Roar of the Elders on the trees to blast away all the leaves. Stunned, Makuu agrees that it's time to move on, and leaves Big Springs.
Kion and the Guard watch with relief as everyone returns to their usual habitats. As Bunga reveals the hyrax has become attached to him during this time, they laugh together, happy that normality has returned to the Pride Lands.
Kion and the Lion Guard are out in a storm, trying to save some baboons in a tree that is gradually breaking. Kion has an idea, and orders Bunga to scare the baboons out of the tree. Kion's plan works, and the Guard manages to save the baboons.
With the storm subsided, the Lion Guard decide to rest nearby. Kion leaves the group briefly to seek advice from his grandfather, saving a butterfly along the way. When Mufasa appears, he tells Kion that often a quick fix is not the best solution. When Kion returns to the guard, he sees a large stream of water heading straight for them. He wakes them up, and asks Ono to check out what's going on. He informs him that Lake Kaziwa is too full, causing a leak which is getting worse. Kion realises that they need to do something, and Bunga has the idea of blocking the water with rocks.
Other animals arrive and compliment Bunga on his good idea. Kion, however, is not so sure that the quick fix is a good idea. A small amount of water leaks out, and Bunga is quick to stick a stick in it. Rafiki overhears this nearby, and mentions that honey badgers are the smartest animals, before his baobab fall from his hands. As Bunga rushes off to tell his uncles, Kion and the rest of the Lion Guard chase after him, and miss the final part of Rafiki's wisdom as well as the stick becoming loose.
Kion and the rest of the Lion Guard continue chasing after Bunga, but halt when they realize that they forgot the turtles. They turn them the right way up, and then rush off to help the Porcupine Brothers. They push their log over to release the water contained within, then set off to help Ushari and the other cobras. Unfortunately, only Bunga is small enough to get in the hole. Just then, Ono flies over, telling the gang to get to Hakuna Matata Falls.
When they arrive, many animals have gathered together. Timon and Pumbaa explain that Bunga is giving out advice, though Bunga proceeds to give them terrible advice. Kion tells Timon that they need to speak with Bunga. Annoyed, Timon allows them access. They speak with Bunga, who reminds them of Rafiki's words, and that he is now the smartest and bravest animal in the Pride Lands, and that he plans on giving all the animals advice. Timon then ushers Kion and the rest of the Lion Guard out, since other animals are waiting for Bunga's advice.
The Lion Guard sans Bunga are roaming the Pride Lands, when they see an ostrich with her head stuck in the ground, and help her out. They ask what she's doing, and she informs them that she's following Bunga's advice. Ono then sees some Brushbacks eating some pink flowers, and Beshte rushes over to destroy them. Once again, it turns out that they were following advice from Bunga. They then hear a distress call, and find an oryx trapped near a cliff. After Kion and Fuli rescue him, it again turns out to be Bunga's bad advice, having told him the quickest way to the other side was to jump down.
A herd of animals singing Make Way for Bunga the Wise grabs their attention. They run over, to find out that Bunga is taking his advice all over the Pride Lands. As they're talking, the temporary dam bursts and the animals run. Kion tells the Lion Guard to follow him, as he rushes to save some nearby animals.
Kion orders the buffalo and zebras to follow him as they race away from the water. At a junction point, Kion asks Ono which way to go. As Ono sees one route leading outside where the water can follow, he tells them left, though soon realises that he has sent them to a dead end. The other animals look to Bunga for advice, but he confesses that Kion knows best. Kion tells everyone to get behind him, and performs the Roar of the Elders, which pushes the water back and out the other way, with rocks falling down to secure their safety.
The animals and the Lion Guard are finally able to relax near a waterfall that was created when Kion used his Roar. Kion is seen lying contentedly next to Fuli.
Kion is seen facing off with his sister Kiara as the two cubs argue over a tree. Kion says that his sister can't tell him what to do, but his father arrives and says that she can. Simba goes on to explain that he is going to attend the funeral of an old friend, Aminifu, and that Kiara will be acting as temporary queen, much to Kion's surprise.
Later, Kion waits for Ono to show up for morning patrol, saying that it isn't like him to be late. When Ono arrives, however, he flies straight over Kion and the rest of the Guard, heading towards Pride Rock. The Lion Guard goes to investigate and discovers that Ono is going to give Kiara the morning report. Kion is very annoyed by this, and as soon as Ono finishes, he asks if he can "have Ono back now". Kiara, however, is thinking about Ono's report that new beehives are being built along a path that the elands are migrating across. She says that the bees might sting the elands, causing chaos, and sends Kion and the Lion Guard to move the elands.
When Kion arrives on the scene, he says that it seems rather silly to move a whole herd of eland over little bugs like bees, and decides to move the bees despite Kiara's order to move the elands, believing he knows more having led the Guard longer than she has been queen. His plan backfires, and the Lion Guard ends up colliding with the eland herd. The Lion Guard returns to Kiara, badly stung by the bees. She scolds Kion for not listening to her, and he argues back.
Later, Mzingo approaches Kiara and offers a peace proposal from Janja. When she tells Kion, he protests, saying that she shouldn't go. However, Kiara says that she might be right like she was about the bees. Kion tells her that this is different, but she refuses to listen and Kion storms away, saying she'll have to do this on her own. He seeks advice from his grandfather, Mufasa, who tells him that Kiara will always need his support, especially when she's wrong. Kion thanks him and rushes to stop Kiara, only to discover from her self-declared advisers, Tiifu and Zuri, that she has already left. He snaps at them and runs to get the Lion Guard.
Meanwhile, in the Outlands, Janja's clan has begun to attack Kiara. She manages to dodge their attacks but is eventually pinned down by Janja. Kion shows up just in time, knocking Janja off of his sister. But Janja's clan still outnumbers them, and the hyenas prepare to attack again. The Lion Guard arrives to stand with their leader and the queen, and Janja flees, not liking the even numbers.
When Kion's parents return, he and Kiara have made it back to the Pride Lands safely. Simba asks if there was any trouble while he was gone, to which Kion replies that it was nothing they couldn't handle.
The Lion Guard are out in the middle of a wildebeest stampede, trying to locate Janja and the hyenas. Janja is about to make his move on Kion when Ono alerts the cub, and Kion gets the upperhand in the battle despite being pinned down. He pushes Janja against a wildebeest which in turn throws Janja across to the side. As Janja leaves, Kion orders Ono to make certain that they leave the Pride Lands. However, as he's following them up the cavern, his eye is hit by a rock, and in turn he falls all the way back down. Kion sends him to Rafiki.
Rafiki is painting in The Lair of the Lion Guard when the Guard arrive. Rafiki knows just what to do, and gets to work. He gives Ono a green eye patch, advising him to stay out of trouble for 3 days, despite Ono wishing to assist his friends. Kion and the Lion Guard soon start to marvel at Rafiki's paintings, though Rafiki isn't happy with his work. Kion asks Ono what he thinks, but Bunga doesn't believe that Ono can see anything. Ono takes off in a huff, and Kion and the rest of the Guard chase after him.
Ono shoots through the sky, and despite the Lion Guard's protest, he is adamant that he can fly (and see) just fine. He views the setting beneath him, but misses sight of an impending vulture, whom he crashes into. The Guard show concern for their friend, and Kion insists that Ono rest up. Ono is visibly upset, though understands.
Back in the Lair, Kion is posing dramatically for Rafiki, who is still painting. Still not happy with the outcome, Bunga suggests that Kion poses 'more like a lion', and attempts to move his body around for a more powerful pose. Rafiki becomes increasingly annoyed, and Bunga then suggests painting him instead, launching himself into a variety of dynamic poses until a coconut shell covers his head. Kion laughs, though Rafiki's annoyance does not diminish. Kion apologizes, but Rafiki ushers Kion and the Guard and begins to meditate, stating that he needs some peace. His peace is disturbed almost immediately much to his disappointment, as Beshte comes charging in. He explains that his friend Kulu's cousin overheard a buffalo talking about something his sister saw earlier in the day at the canyon near Chakula Plains. When asked what it was, he at first forgets, before telling them that she saw Janja and the hyenas at the edge, overlooking the plains. Kion knows Janja is up to something, and Beshte reminds him that the zebra herds are grazing there. Kion then orders the Lion Guard out, leaving Ono behind, much to his upset.
The Guard arrive at the canyon, and, as they pass, the hyenas push a large stack of rocks in their path. The Guard are about to turn around and return to take the longer path, but Janja pushes a bigger rock nearby, which causes a minor landslide to block the other way. Beshte manages to hold up a steep rock, which the rest of the Guard hide under. Despite Bunga's enthusiasm to do it all over again, Kion knows that the whole scenario is Janja's doing. He confirms this, and taunts the Guard, watching as the lion cub futilely tries to escape. Janja, Cheezi and Chungu then leave, to cause mayhem with the zebra. Bunga urges Kion to use the roar, though Kion refuses, pointing out that the rocks will likely hit the zebra. The other way is also out of bounds, as it would take them too long to reach the herd. Kion shows concern for Beshte when his own attempt to move the rocks fails. Ono then arrives, and gives Kion an idea. He tells Ono to get the zebras to move out of the way, so that he can blast the rocks away.
Ono soon arrives and gives Kion the all-clear. As always, he tells his friends to get behind them, before using the Roar of the Elders to blast the rocks away. The rocks initially land on the hyenas, before they get swept away themselves. With the zebra safely away, Janja makes a retreat with Cheezi and Chungu, and Kion thanks Ono, who is just happy to be back.
Meanwhile, Rafiki has finally finished his portrait. Kion and the rest of the Lion Guard watch as the pictures re-assemble together to form a pyramid-like structure. Rafiki closes by saying that this Lion Guard is better off together.
The Lion Guard is seen relaxing with Simba on the day of the Kupatana Celebration when they hear a distressed yelping sound and hyena laughter from the distance. Ono flies up and reports that there is a young jackalpup being chased by Janja's clan. Kion is hesitant to help the pup, seeing as he is an Outlander, but his father encourages him to go save the jackal. Kion and the Guard race to the Outlands, where they find Janja's clan charging at the pup.
Kion leaps at Janja, knocking him over and pinning him to the ground. Kion scolds Janja and orders him to stay away from the pup, and Bunga agrees, reminding Janja that it's the day of Kupatana. This appears to please Janja, who laughs and says that if Kion wants the pup, he's all his. This surprises Kion, and he steps off of Janja, who retreats further into the Outlands with his clan, laughing all the while. As soon as they're out of sight, the jackal pup introduces himself as Dogo and thanks the Guard enthusiastically. Kion assures Dogo that he's safe, and warns him to stay away from Janja's territory. Dogo asks if he can come to the Pride Lands with the Lion Guard, saying that he's all alone when Beshte inquires about his family. Kion agrees, and the Lion Guard brings Dogo into the Pride Lands. They take him to a hillside and tell him that he may stay there. Kion then splits up the Lion Guard so that they can patrol the Pride Lands. He leaves with Ono and Fuli.
Not long after, Kion is alerted to Beshte and Bunga shouting his name. He has Ono see what the problem is, and Ono replies that Kion had better see it for himself. Puzzled, Kion agrees, and travels back to the Watering Hole, where he encounters a large number of jackal pups and a couple of angry aardvarks. Two adult jackals approach him, introducing themselves as Reirei and Goigoi, Dogo's parents. Kion has Dogo separate himself from his siblings and answer as to why he said that he had no family. Dogo corrects Kion, reminding him that what he actually said was that he was all alone, which he had been at the time. Reirei assures Kion that it was all a misunderstanding, and as Kion considers this, he hears a call for help. Ono takes wing and spots Mbeya the rhino stuck in the mud. Kion permits Reirei to stay with orders to stay away from the aardvarks' dens before going to save Mbeya.
However, when Kion and the Guard return after rescuing Mbeya successfully, coated with a sticky layer of mud, they discover even more infuriated Pride Landers, with the jackals at the bottom of the issue. Reirei reasons with Kion again, saying that it's difficult to be in a strange place, and that she wants to be accepted into their community. Kion tells her about the Kupatana Celebration, and Reirei expresses an interest in attending. Kion is slightly uncertain, and he says that she may come only if she can treat everyone in the Pride Lands with respect. Reirei agrees, and Kion and the Guard go to clean the mud off of themselves before Kupatana.
When the time of Kupatana arrives, Kion stands alongside his family. He watches the baobab flower bloom in awe, glancing at his sister with a quiet "Wow". But before the animals can celebrate, the jackal family attacks, causing chaos. Simba asks Kion what's going on, and Kion explains that it's Reirei and her jackal family, blaming himself for the problem. He calls out to the Pride Landers, telling them that they can help the Lion Guard by defending each other. Simba agrees, and the Lion Guard charges into action.
Kion attacks Reirei as she chases a hyrax, accusing her of lying to him. She attempts to lie her way out of the situation, but Simba arrives and orders her to leave, roaring at her when she protests.
After the jackals flee, Kion apologizes to Simba for letting the jackals into the Pride Lands. Simba protests, reminding Kion that it was he who encouraged Kion to save Dogo, adding that Kion's mistake was made in the spirit of Kupatana. He explains that they'd seen Kupatana in action that night.
Kion agrees, then assumes aloud that this year's Kupatana Celebration is over. Bunga protests and begins to eat the flowers that had fallen from the baobab tree. The other animals copy him, and the celebration begins. Kion watches them with his family, and Simba notes that everything has its place. Kion agrees, and the two of them wish each other a happy Kupatana.
The Lion Guard are rounding up some buffaloes, and Kion orders Fuli to guide them. He notices another buffalo stuck in the mud, and calls for Beshte and Bunga to sort it out. During the process, Bunga is bitten by Ushari, a venomous snake. Kion is very concerned for his friend, and decides to take him to Rafiki. By the time they get to the Rafiki's Tree, Bunga is acting very dramatic, and appears to be close to death. They discover, however, that it was a false alarm when Rafiki reveals that honey badgers are immune to snakebites. Timon and Pumbaa are delighted by this news, and invite everyone to Hakuna Matata falls for dinner. Kion denies, as he needs to hunt with his family. Fuli denies as well, explaining that female cheetahs hunt alone. Hearing this, Timon insists that she accompanies them for dinner, saying that friends don't let friends eat alone. Kion is concerned by these words, questioning his friendship with Fuli with the other members of the Guard. Kion suggests inviting Fuli to join them in whatever they're doing when they see her alone.
He puts his plan to action later near Pride Rock as he watches Bunga bounce a porcupine on his head. Kion spies Fuli stalking a gazelle, and invites her to hunt with his family. Fuli is excited by this, and thanks Kion for inviting her. She expresses doubt when she discovers that she'll be hunting with Tiifu and Zuri, but Kion explains that they're like family. Fuli stalks the gazelle at Kiara's side, but when she pounces, Nala calls the hunt to a stop. Fuli is annoyed upon discovering that the hunt was only practice, but Kion believes that hunting with friends was enough. Fuli replies angrily, irritated that the guard keeps interrupting her hunt, and rushes away, leaving an upset Kion behind her.
Kion later meets up with the Guard. He asks anyone if they've seen Fuli, and together, they decide that perhaps their friend is best left alone sometimes. However, not knowing where she is, the Guard searches for her. Ono flies up high and spots both her and Bunga in the Outlands, floating down a river of lava. He reports back to the Guard, and they rush to the Outlands to rescue their friend. They arrive just in time, and Kion orders Beshte to push over a tree. The tree lands in the lava, providing Fuli with and escape. Janja's clan tries to follow, but Fuli leaps off of the log, trapping them in the river of lava.
Back in the Pride Lands, the Guard decides to cool off at the Watering Hole, but Kion remembers that Fuli likes to be alone and tells her that it's okay if she'd rather not. Fuli explains that whilst she likes to be alone while hunting, she does in fact enjoy hanging out with them, and that she considers them her family. Fuli even allows Beshte, Bunga, and Ono to hug her, and invites Kion to join in.
Ono locates some buffaloes who have moved away from their herd, reporting back to Kion and the rest of the Guard. Thy can't see the problem, but Ono points out that they're standing right next to a geyser. They question Ono after he explains to them what a geyser actually is, until it erupts. Fuli rushes to save the buffalo ahead of the rest of the Guard. Kion is surprised to see how well she handled it alone, having thought she needed the rest of the Guard. Suddenly, a voice cries for help, and Ono alerts them to some galagos who are hanging from a tree. Much to Kion's surprise, Fuli handles it alone once again.
The team then begins walking home. Bunga notices that the water has reached the trees of Mapema Rock and tells them that it's the peak of the rainy season, meaning that it is time for the Utamu grubs to come out. Just as he starts to inform the Guard of their tastiness, a cry for help causes them to divert their attention. Ono spots a serval in trouble, and rushes off to save him. When the Guard catches up to her, Kion is visibly annoyed. He questions why she didn't wait for them, though Fuli reminds him that she is the fastest. Kion reveals that he is concerned that she'll get worn out, to which Fuli replies that they don't. Bunga interrupts as he walks away, declaring his search for the Utamu grubs and asking who's in. When Fuli tries to follow him, Kion refuses to let her, telling her to rest. She becomes annoyed, though Beshte backs up Kion's words. The Guard leaves with Bunga (sans Fuli).
Soon, Kion asks Bunga where to go, and he tells them to follow the dung. Noticing their confusion, Ono explains that they're dung beetle larvae, and that the dung beetles will lead them to their home. Kion is surprised that Bunga knew that, but soon get right on track. As the Guard follow the dung beetles (at an incredibly slow pace), Beshte questions what's so special about the grubs. Bunga explains that they were the reason he met Timon and Pumbaa, and begins to tell the tale to Kion, Ono and Beshte. After hearing his tale, they are happy to help. Luckily for them, despite the dung beetles leaving during the tale, the Guard are right next to the tree regardless.
Having found the tree with the grubs, Bunga begins to scale it, though Kion is concerned that the dead tree won't hold him. After a branch breaks off, the team breathe a sigh of relief as Bunga has already made it to the next branch. However, the tree starts to bend as Bunga approaches the branch containing the grubs. Kion orders Beshte to hold the tree, and Ono to hold the branch. However, Ono then sees the circling vultures in the distance, and informs Kion, who calls the trio back. Eventually, Bunga is returned though without his utamu grubs. Kion apologizes, but points out that they need to see what the vultures are up to. They leave, and Kion asks Ono to keep an eye out for Fuli.
Just then, Ono sees Fuli in danger. The Guard rushes to her aid, with Kion pushing Mzingo out of the way, as the others attack the remaining vultures. Mzingo calls for his group to reconvene, and Kion steps forward. He tells the vultures that when you mess with one member of the Guard, you mess with the whole Guard. He then uses the Roar of the Elders to blast the birds away. Fuli is grateful for the help, though also a little embarrassed. Kion tells her not to be, though Fuli admits her mistake in trying to do everything on her own. When Bunga becomes a little upset, Kion and the Guard move on to Hakuna Matata Falls.
Bunga returns to his uncles empty handed. Timon and Pumbaa explain to him that the only real reason they have Utamu grubs on this day is to celebrate the day they met him. They share a hug, which makes Beshte happy. Timon then reveals that they managed to get the grubs this year themselves anyway - because a branch containing the Utamu had fallen on top of them. Ono says that he can easily believe it, and Timon, Pumbaa and Bunga celebrate their friendship by eating the Utamu as Kion and the other members of the Guard watch with happiness.
After hearing several Pride Landers yelling about a hyena attack, Kion and the Guard arrive on the scene. They sight an area of shaking grass blades, and Kion orders the Guard to surround it. He demands that the hyenas show themselves, and two young animals, Gumba and Kambuni, reveal themselves. They explain that it was all a game, and the baboon adds that it was Mtoto's idea. Kion turns to a young elephant and has him confirm that he is Mtoto before ordering Ono to inform the Pride Landers that it was a false alarm. He then asks the young animals about their game, and they explain that they take turns pretending to be members of the Lion Guard. Kion and the Guard explain that there are hyenas in the Pride Lands, and that is why everyone got so upset. Mtoto soon suggests that the real Lion Guard plays their game with them, but Kion declines, explaining that the Guard needs to train.
Kion, Fuli, Bunga, and Ono reach their destination before Beshte does. When Beshte arrives, he explains that he brought Mtoto along, and Kion accepts this before announcing that they are going to do an obstacle course. Mtoto asks if he can run it, and Kion allows it, but tells Beshte to stay with him. The first obstacle involves jumping over boulders, and Kion completes the task quickly. The second involves running through a shallow pool of water. Kion comments that Fuli will "love this one" before he crosses. Fuli chooses to leap over the water, and Kion notes that she'll do anything to stay dry. Mtoto attempts to complete the obstacle, but ends up spraying water out of his trunk. Kion manages to avoid getting wet, but Fuli is soaked by the blast.
Kion then decides to try a stealth training course in which the other members of the Guard try to sneak up on him. He asks Ono to fly up and look for hyenas while he hides. Fuli and Bunga both complete the task, though Bunga chooses to jump on Kion outright rather than remaining stealthy all the way through. Beshte then rushes to them in a panic, exclaiming that he cannot find Mtoto. Mtoto announces his presence atop a tall rock, but trips and falls. Beshte manages to rescue him, but Kion decides that it is time for Mtoto to head home.
The next stage of training is a racing course. Kion watches Bunga race Fuli and lose, but assures him that as long as they're both faster than hyenas, that's good enough for him. Once again, he asks Ono to search for hyenas, and adds that he should look for Beshte while he's at it. Ono soon returns to them and reports that he failed to find Beshte. Knowing that something's up, Kion and the Guard begin to search for their friend. They discover via Mtoto's friends that Beshte went to save Mtoto from hyenas, and go to help him.
The Guard arrives to discover Mtoto and Beshte heading straight for hyenas, with crocodiles pursuing them. Kion leaps forward as Fuli and Bunga deal with the hyenas, landing on the crocodiles' snouts and forcing their jaws shut, allowing Beshte and Mtoto to make it safely onto shore. The hyenas, now trapped in the water, flee as the crocodiles begin to chase them, to the amusement of Kion and the others. Back with Mtoto's friends, Kion notes that the kids had experienced quite an adventure. He announces that they've earned the Mark of the Guard, and dips his paw in mud before pressing it to Mtoto's shoulder, leaving a muddy imprint that resembles the mark. Mtoto's friends surround him, begging to be given the mark next.
Kion and the Lion Guard are approached by a panicky hare, jerboa, and Muhangus. Kion asks them what's wrong, and each yells out the name of a villain- Makuu, Goigoi, and Janja. Kion divides the Guard into groups to take care of the problem, deciding to deal with Janja himself. He follows Muhangus back to where Janja's voice was heard and crouches down beside him, pouncing where the Aardvark reported Janja to be, but discovering that nobody is around. He examines the area, but does not locate any trace of the hyenas, however, Mr. Aardvark finds that is lunch of bugs has vanished. The rest of the Guard rejoins him, reporting that they too did not find any of the villains that they were looking for. Bunga suggests that the villains heard them coming and left, but Kion doubts this, pointing out that he was unable to find even tracks of the hyenas. Fuli and Bunga mention that they didn't find any jackal or crocodile tracks either, and Kion notes that Janja does not eat bugs. He asks the Pride Landers if they were sure that they had seen Makuu, Goigoi, and Janja, and they admit that they only heard their voices saying "I'm gonna eat you". Kion is unsure that Makuu, Goigoi, and Janja all said the same thing, and points out that something strange is going on. He asks Ono to scout the Pride Lands, but just then, they hear Janja's voice yelling and go to find out what is going on.
Upon reaching the area from where Janja's voice was heard, Kion notices a the leaves on a bush trembling. He stalks forward, but Ono lands on the bush and points out that it is only a drongo, who introduces himself as Tamaa. Kion tries to reassure him that he is safe, and Tamaa reports that Janja and his hyenas ran off and shows the Guard the direction in which they went. The Guard rushes off to find the hyenas, but Ono stops them and circles back. Kion is puzzled by this, but follows him. They return to Tamaa and spot him imitating Janja to scare off a hyrax. As Tamaa approaches the hyrax's lunch, Kion stops him. Tamaa explains his "talent" to the Guard, and Kion realizes that he has been using it to scare animals in the Pride Lands. Tamaa eventually admits that he did, but makes excuses for himself and further explains his talent. Kion lectures Tamaa briefly and adds that if he had an amazing talent, he would use it for good. Tamaa concedes and promises to use his talent only for good. Suddenly, the Guard hears the sound of hyena laughter, and Ono reports that Janja and his hyenas are after a herd of impalas. Irritated that the Guard has been wasting time with Tamaa, Kion orders Tamaa to no longer imitate before going to rescue the impalas.
The Lion Guard stops the hyenas, allowing the impalas to escape. Kion gives the hyenas until the count of three to leave, and Janja, Cheezi, and Chungu are quick to flee. Once they are gone, Kion hopes aloud that Tamaa keeps his promise. The Guard is later approached by Thurston, who tells them to head for the Outlands, as they are the "only safe place to be". When Fuli asks where he got such an idea, Thurston reports that it was Kion who gave it to him. Kion denies this, but Thurston insists that he heard Kion saying it to the impalas. Kion has him confirm that he only heard Kion's voice, but did not see him. Beshte wonders why Tamaa would tell the impalas to go to the Outlands, and Fuli adds that it sounds more like Janja's doing, and Kion says that perhaps it was Janja and Tamaa together, adding that Tamaa may not have had a choice about helping Janja. He leads the Guard as they run towards the Outlands, and soon hears the sound of Bunga's voice coming from the direction in which they are running.
When Kion arrives in the Outlands, he finds Janja, Cheezi, and Chungu confronting Tamaa. Kion orders them away from the drongo and pounces on Janja, pinning him to the ground. Janja claims that they were only trying to help the lost impalas, and Kion declares that he and the Guard will take care of the herd. He allows Janja to escape and leads the impalas back to their home. Once they are back in the Pride Lands, Kion compliments Tamaa on his courage, and Tamaa says that he will now stick to his promise and only imitate others for good.
Kion and the Guard arrive on the scene when a young gazelle gets his hoof stuck under a rock. Kion asks Ono to see if the gazelle is all right, and Ono informs Kion of the gazelle's predicament. Kion gives the Guard instructions, and Bunga manages to pull the gazelle free, but the pair of them end up sliding down a steep slope. Kion races after Bunga, who manages to grab the gazelle, and takes his friend's tail between his teeth. He unsheathes his claws and pulls, stopping the gazelle just before he falls off of a cliff. It begins to rain, and with the gazelle finally safe, the Guard heads to the Lair.
At the Lair, Beshte dives into the water, splashing Fuli. Kion chuckles, but Fuli is not amused. They do not manage to relax long, however, and Ono soon flies in bearing news. Kion asks if the baby gazelle is all right, and Ono confirms that he is, but tells Kion that the zebras are stampeding. Fuli points out that it's one of "those days", and Kion agrees, calling the Guard to calm down the zebras before they injure somebody. They race out of the Lair and catch up with the running zebras. Ono flies above and tells Kion that the zebras are stampeding towards a hyrax family, and Kion realizes that the zebras need to be stopped before they reach the hyraxes. He is soon alerted to a second issue; a rock is about to fall where the zebra herd is running. Kion instructs Fuli to turn the herd, and she does so successfully. He then tells the Guard to slow the herd down, and soon the zebras are grazing safely. Kion reports that the hyraxes too are safe, and Bunga leaves with Beshte to show him something back at the Lair.
Kion asks Thurston what caused the stampede, and Thurston recalls that they heard a "great big boom". Ono explains that he probably means thunder, and reassures them that they no longer have anything to worry about. Kion adds that they can all go home, and Thurston asks where home is. Kion tells Ono to make sure that the zebras get home safely, and though at first Thurston doesn't know how to follow Ono, he soon runs after his herd. Kion and Fuli return to Pride Rock, where Fuli wonders aloud if the zebras made it home safely. Kion reminds her that Ono is keeping an eye on them. Bunga calls his name, and Kion asks him what he was showing Beshte as the pair of them approach. Bunga claims that Rafiki's paintings predict the future, and Kion says that he doesn't believe it. Ono interrupts him, reporting that the hyenas are chasing the zebras. Kion realizes that there's no time to waste, and orders Ono to lead him to the zebras. Bunga tries to remind him of the paintings, but Kion tells him that there isn't time.
Upon seeing the zebras, Kion gives instructions to the rest of the Guard, telling them to leave Janja to him. He runs after Janja, who chases a zebra around a large boulder. Noticing a bent-over tree at the top of the boulder, he begins to climb it. As he steps across the branch, Bunga collides with him and knocks them both off, causing them to land right on top of Janja. After making sure that Janja leaves, Kion demands of Bunga why he knocked him off of the tree. The rest of the Guard joins them, and Ono reports that three zebras are missing. Kion makes sure that the hyenas didn't get to them, and Ono explains that they're stranded at Maji Baridi Falls. Kion says that they need to get them back, and asks Ono to lead the way. Along the way, Kion leaps over Ushari. Bunga ends up tangled with the cobra, and Kion orders him to leave Ushari alone. Ono lands on a tree and tells Kion that the zebras are visible from there, and Kion begins to climb it, but is stopped by the rest of the Guard, to his confusion. Ono informs Kion that he knows of a shortcut to the zebras, but Bunga declares that he knows a shorter shortcut and pushes Kion in a different direction.
After swimming through a creek, Kion spots the zebras from across a fast-moving river. He notices a tree with a branch hanging over the river, and begins to step across the branch, calling the Guard over to join him. Ono lands in front of him, stopping him, and Fuli, Beshte, and Bunga climb onto the branch. They end up launching Kion off of it and onto the other side, and Kion demands to know what is going onThe Guard explains that Rafiki's paintings pictured Kion falling off of a tree branch, and Kion dismisses this, saying that it's impossible for the paintings to tell the future and that they should focus on the zebras. However, Beshte bumps into a boulder, which rolls towards the zebras. They manage to escape, but fall into the river, which carries them towards Maji Baridi Falls. Kion decides to use the Roar of the Elders from a branch over the waterfall, and goes through with his plan despite Bunga's protests. Kion's plan works, and the zebras are saved. He slips from the branch, but lands on a ledge right below.
Back at the Lair, Rafiki explains that his paintings only show the past, and that the painting that Bunga mistook for Kion was actually Kion's grandfather. As Bunga scrubs the floor of the Lair due to having spilled paint all over it, Kion laughs with Rafiki and the Guard.
Ono reports to Kion and the Guard that there is trouble with the zebras and the gazelles. Kion doubtfully repeats that there is trouble with both of them, and Ono explains that they are the trouble, as they are fighting each other. Kion realizes that the Guard had better check out the situation, and leads them to the grazing grounds of the two herds. Upon seeing the battling animals, Beshte remarks that the zebras are led by Muhimu and the gazelles by Swala, and that the pair of them are friends. Kion notes that something isn't right, and asks Ono if he can see Muhimu and Swala. The egret reports that they're in the middle of everything, and Kion decides to go to them. He approaches the two leaders and orders them to stop, then asks what is going on. They inform him that the trouble was about their grazing grounds, and Kion tells them that there's plenty of grass for all of them. Ono, however, reports to Kion that there is no grass other than where they're standing. Kion decides that they need to find a place with enough grass for both herds, and goes to ask his father where such a place is.
Kion returns to Pride Rock and speaks with Simba, inquiring if there is a place with enough grass for the zebras and gazelles to share. Simba points out Mbali Fields, and Kion wonders aloud if the herds will be able to make it that far. Simba declares that he will send the Lion Guard with them, and tells Kion that he can do whatever he puts his mind to. Kion thanks his father and vows not to let him down. Before the trip begins, Ono alights in front of Kion and reports that everyone is ready. Kion asks about the route they will be taking, and Ono says that it's pretty simple, to Kion's relief. He then announces to the herds that he will try to lead them to Mbali Fields safely, and Muhimu calls out that they trust him. Kion thanks them and asks Ono to point the way.
The migration begins, and after a while, Kion asks Ono how it's going. Ono tells him that it seems everyone is slowing down, and Kion tries to encourage the herds, informing them that it isn't much further. However, Muhimu is too eager to wait, and dashes ahead, causing a stampede, despite Kion's attempts to warn the herds about the steep slope. Kion and the Lion Guard race forward to stop the zebras and gazelles. Ono points out a rock about to fall, and Kion runs in front of the herds and halts them, telling them to run back. Once the animals are safely out of the way, Kion examines the fallen rocks. He determines that they'll need to go around them, and asks Ono to scout out a route. Ono manages to find one, but unfortunately, it leads through the Outlands. Kion declares that if they must go through the Outlands to get the herds to Mbali Fields safely, then they will.
Soon after he speaks, a storm begins. As the Guard leads the herd away from the fallen rocks, Kion overhears the animals making negative comments about his leadership. Fuli notes that the water level is rising, and is quick to alert Kion of an approaching flash flood. Kion instructs the herds to head for higher ground, then gives orders to the Guard. He pulls Swala out of the fast-moving waters, but once everyone is safe, he hears her saying that it was his fault she was in danger in the first place.
Bunga asks Kion what to do next, and Kion replies that he doesn't know. He tells the Guard to watch over the herds, and goes to seek advice from his grandfather Mufasa. He explains his problems, saying that he thinks the animals may be right in saying that he's a bad leader. Mufasa tells him to trust himself and to be confident, and Kion thanks him before returning to the herds. He is immediately approached by Swala and an angry zebra, who confront him about not being at the new grazing grounds, and Kion reassures them that they aren't there yet, but that they will make it. Muhimu declares that she trusts him and promises to make things easier from now on. Kion thanks her and announces that they're going to head through the Outlands, and promises to keep the Pride Landers safe despite the dangers there.
In the Outlands, Kion tells the herds to be as quiet as they can. However, Muhimu cries out and reveals that she is about to give birth. Kion decides that the Guard should split up, and though Fuli is at first reluctant, she eventually agrees. Once Muhimu's Son is born, Kion gazes at him in awe and says, "Whoa."
Suddenly, Janja, Cheezi, and Chungu charge at the zebras, who panic and run. Kion orders them to stick together, and though they first ignore him, Muhimu tells them to listen to him. He and the zebras form a circle around Muhimu, and when Janja lunges, Kion meets him midair and pins him to the ground. However, he is knocked away by Chungu, who Kion overpowers and swings in a circle before flinging him away. Janja, having being overpowered by Muhimu's newborn foal, flees with Cheezi and Chungu on his tail.
The migration ends safely, with the herds being led to Mbali Fields. Kion remarks that nothing went as expected, but that they succeeded anyway. Kion laughs along with Fuli, Beshte, and Ono as Bunga talks to Muhimu's son.
Nala summons Kion and Kiara, reminding them that they don't want to be late for a concert performed by the elephants, and Simba agrees, noting that the elephants find it insulting if the royal family isn't present for the first song. Kion declares that the first song is the best part, and eagerly runs after his sister when she challenges him to a race. However, Ono halts him, reporting antelope stuck in the mud near Chekundu Cliffs. Kion asks if anyone was hurt, and Ono reports that they weren't, but that they're really stuck. Kion tells his father that he'll have to miss the elephants' concert, and both Simba and Nala permit him to go. Kion follows Ono to the stuck antelope, where he and Fuli are soon trying to haul an antelope out of the mud by the antlers. They hear a loud sound, and Ono flies up and reports that it appears the king has fallen into a sinkhole. Kion is concerned for his father, and Fuli encourages himto go check it out, assuring him that the Guard will take care of the antelope. Kion thanks Fuli and tells Ono to lead the way.
Upon reaching the sinkhole, Kion rushes over to his mother and asks if Simba is okay. Nala informs him that his father is stuck, and the rest of the Guard arrives on the scene. Heedless of Kion's warning to wait, Bunga dives into the sinkhole. Kion calls down, asking Bunga and Simba if they're okay, and Simba explains that Bunga is fine. Kion inquires what happened, and Simba simply tells him that he fell into a sinkhole. Kion assures his father that they'll find a way to get both him and Bunga out of the sinkhole, and orders Ono to fly down and take a look. When Ono returns, Kion asks him if he was able to sight any way for Bunga and Simba to get out of the sinkhole. Ono responds that he wasn't, then requests that Kion not to send him down there again, and Kion agrees. Suddenly, the ground begins to shatter beneath them, and the group flees to safer ground. Kion declares that everyone needs to stay back, and Nala agrees.
As Kion hears Simba shooting down Bunga's ideas from within the sinkhole, he remarks that it doesn't sound like they're getting along. Nala says that she's not surprised, and Kion asks what she means. Nala and Kiara explain that Bunga can be somewhat trying, and Kion tells them that while Bunga can be stubborn, he's still his best friend. Kion rushes to the edge again when he hears another crash, but it turns out that Bunga and Simba and both fine, and that Bunga had attempted to climb out. This gives Kion an idea, and he leads the Guard away, returning with a long tree trunk that he is pushing with the rest of the Guard. Kion tells his father that they're going to push the tree into the hole so that Bunga and Simba can climb up, but the plan fails, with Kion remarking that it didn't work as well as he thought it would.
Bunga notices a hole, and Simba realizes that it might lead to Nandembo Caverns. Kion decides to take the Guard there and meet them, warning them to be careful. However, the Guard proves unwilling to enter the Caverns, and Kion decides to take Timon along with them. In the Caverns, Timon and Pumbaa prove to be very upset that the two animals they raised are trapped, and Kion has to explain to Fuli why he decided to bring Timon along. Timon eventually composes himself and leads Kion and the others along, apologizing for having lost control. He stares in slight confusion as Pumbaa and Timon explain what it's like to have kids. Suddenly, Kion hears Bunga and Simba's voices and calls out to them. He hears them call back and rushes forward, but finds that a gorge lies between them. He watches in disbelief as Bunga climbs onto Simba's back and Simba leaps the gorge. He begins to remark on the change in their relationship, and Bunga declares that they're brothers, to Kion's confusion.
Kion and the others arrive at the elephant concert just after the song finishes. He sings "Hakuna Matata" with the Guard and his family.
While playing hide-and-seek, Kion leaps onto Fuli, meaning that it is now her turn to be it. She questions why they're playing hide-and-seek, and he explains that it's a tracking training exercise. They approach Bunga and Ono, and Bunga declares that Kion found him right away. Kion notes that Bunga laughed as he walked by. Ono adds that the lion cub found him quickly as well, and Fuli asks if Kion has found Beshte. Kion informs her that he has, but he hasn't told Beshte, and calls for Beshte to come out from behind some rocks. Kion orders Fuli to count so the others can hide, and she complies. No sooner has she called for the group to hide do Kion and the others vanish.
Fuli soon calls for the others, ending the game early, and Kion rushes over to her and asks her what for. She points out some tracks, which Kion recognizes as leopard tracks. Ono notes that there aren't any leopard Pride Landers, and Kion tells him that there is one now, though they don't know where, and has him fly up to look for it. Ono descends and reports that the leopard is stalking gazelles, and Kion tells him to lead the way.
The Guard reaches the herd, and Kion slides in front of the leopard, ordering him to get out of the Pride Lands. The predator introduces himself as Makucha and dashes away, the Guard in pursuit. Makucha evades them by outrunning Fuli leaping over a ravine, causing Kion to realize that the leopard will be difficult to catch. When Ono remarks that the gazelles didn't appear frightened of Makucha at all, Kion explains why Makucha must be stopped; none of the gazelles are away that leopards are hunters. He decides that the Guard should split up to cover more ground, and in doing so realizes Beshte has yet to rejoin them.
Bunga and Ono soon bring Beshte back, and Kion states that he's pleased that they found him and tells him about Makucha. Beshte becomes distressed, saying that he told Ajabu that there were no leopards in the Pride Lands. Kion questions who Ajabu is, and Beshte winds up tromping through the bushes looking for his "new friend". Kion asks Bunga what's going on, and the honey badger tells Kion that Beshte has an imaginary friend. Beshte and Bunga begin to quarrel, and Kion stops them, declaring that they have no time for such things at the moment, as they need to catch Makucha. Kion begins tracking Makucha by following his prints, and locates the way he went before the leopard's traces vanish in the tall grass. Beshte yells that he sees him and rushes forward, with Kion and the others following.
The Lion Guard winds up running through a flock of flamingos, to no avail other than being covered in feathers. Kion asks if Beshte was sure that he saw Makucha, but Beshte informs the Guard that he was searching for Ajabu. Bunga and Beshte begin to argue once more, and Beshte ends up leaving, causing Kion to scold Bunga for hunting their friend's feelings, asking why Bunga and Ono don't believe the hippo's claims. When asked if he believes Beshte, Kion notifies them that he does, adding that Beshte doesn't make things up. He points out that that Beshte's new friend was said to be chased by a leopard and suddenly there is a leopard in the Pride Lands, and the others believe him. Kion is pleased when the others decide to apologize to Beshte.
Once they do, Kion reminds them that they have to believe Makucha is hunting for Ajabu. Beshte rushes off to find Ajabu before Makucha does, and Kion calls for his friend to wait up as he follows. Not long after, the cries of a zebra herd alert him to Makucha's nearby presence, and he leads the Guard forward. As they pursue the leopard, Kion notes that it's odd that the leopard didn't attack any of the zebras. He has Beshte confirm that the leopard was likely after Ajabu, and declares that as Makucha and Ajabu are in the Pride Lands, the Lion Guard will protect them. Just then, Ajabu runs by with Makucha running after him. Kion leads the Guard after the two newcomers.
After Beshte knocks Makucha to the ground, the leopard asks the Guard to mind their own business. Kion states that this is their business and tells him that it's time for him to leave. Kion growls and bares his teeth as Makucha stalks forward, but Beshte bellows and charges at him, causing the leopard to flee with Bunga clinging to his tail. Kion orders his friend to let go, and Bunga complies. Beshte introduces the group to Ajabu, who declares that he doesn't know how to thank them for saving him, to which Kion simply responds that it's what they do. When Ajabu reveals that he has nothing to do but go to his home, where Makucha is surely waiting, Kion has an idea. He takes Ajabu to his parents and explains that the okapi needs their blessing to stay in the Pride Lands. They welcome him, and the Guard decides to play hide-and-seek with him now that he's a Pride Lander.
Kion and the Guard rushes to the aid of Muhanga and Muhangus. Mugangus to very greatful to see them, and Kion declares that they came as fast as they could. Muhangus explains that their den is full of hyenas, and Fuli recalls that they've had to chase away hyenas every night of the week, causing Kion to state that he knows something that will scare them away for good. He leads the Guard forward until they see the hyenas, then orders everyone to remain behind him. He climbs onto a rock and orders the hyenas out of the Pride Lands, then uses the Roar of the Elders to send them flying back into the Outlands, adding for them to stay out once he's finished.
Later, in the Lair of the Lion Guard, termites are crawling everywhere. Kion kicks a branch filled with them over to Bunga for him to eat. Ono flies in, calling for their attention, and Kion asks what's wrong. The egret informs them that a tree is falling apart at Mekundu Cliffs. Kion tells Ono that's not really an emergency, but Ono explains that the Mekundu Bats are inside. Kion assures him that he was right to fetch them and leads them to the Cliffs. Kion asks Ono for the fastest route, and Ono tells him across a tree that's balanced on either end of a ravine. The Guard makes it across, and no sooner have they does the tree split apart and fall. Kion goes back and looks over the edge of the ravine, exclaiming his catchphrase at the sight of the shattered log. The Guard begins to discuss how it fell, but Kion reminds them that they still have to save the Mekundu Bats.
Once the Guard reaches the fallen tree, a branch falls, forcing them to jump back. Kion realizes that the whole thing is about to come down, and that they must awaken the bats. He and the rest of the Guard begin shouting, but when Kion presses his ear against the tree, he hears nothing. Bunga goes in loudly orders the bats out, and this time they wake up and obey. Kion cries his friend's name, but the tree crumbles before Bunga can emerge. However, the honey badger is safe, chewing on the termites that the tree is packed with. Fuli remarks that she's not okay with all the trmies around, and Kion agrees. He thinks that they may have eaten through the tree branch as well as the whole tree, causing it to collapse. He decides to consult his father.
Simba understands why they came, are Kion states that they don't know why there are so many termites. Simba suggests that they consult the aardwolves, who control the termite population in the Pride Lands. Kion decides to make sure that they're okay, and asks his father where they live. Simba informs him that they like to sleep in aardvark dens, causing Kion to exchange a wide-eyed glance with Fuli. Kion inquires as to what aardwolves look like, and Simba explains that they look a lot like hyenas, and Kion exchanges another look with Fuli. He confesses to his father that he may have mistakenly kicked the aardwolves out of the Pride Lands, and blames himself more than the rest of the Guard, as he was the one who roared at them. He apologizes, and Simba nudges him, telling him that it's what one does to correct their mistakes that matters. Kion thanks him and promises to make things right before heading out of the Pride Lands in search of the aardwolves.
As they track the aardwolves through the Outlands, Kion soon notices that the scent is getting stronger. Bunga finds the aardwolves, but they run away, for a reason unknown to Kion. He realizes that they must convince them to return to the Pride Lands. He notes that they're fast, and though Fuli tries to stop them, she fails. He makes sure she's okay, then realizes that the aardwolves are afraid of them, because they don't know that his roaring at them was a mistake, and that they must convince them that the Guard has good intentions. Ono spots an aardwolf running towards a cliff, and the Guard approaches him. Kion apologizes and explains his mistake and informs him that they want the aardwolf pack to return to the termite-overrun Pride Lands. The aardwolf proves eager to help, and Kion calls for him to wait as he leads them forward.
They find where the aardwolves are hiding, and Kion realizes that they need a new plan. Kion asks Mjomba to enter the cave and tell the others that the Guard means no harm, and orders him to simply stick his head out when he's certain that they won't run. However, the cave soon shuts from the outside. Kion wonders why the aardwolves did this, and, remembering his promise to his father, leads the Guard to the cave. He has Ono see if there's a crack, and the bird complies, soon reporting back with a single word, "jackals." The Guard breaks into the den, and Kion orders Reirei away from Mjomba. He pins her to the ground, and she admits that she wishes he'd come later. He believes this, and after making sure that Bunga has Goigoi, orders Reirei to go home, permitting Bunga to release Goigoi. Mjomba asks if he can go home and eat, and Kion declares that's the best idea he's heard all day.
Back at the Lair, Kion asks an apathetic Bunga how he's doing. Ono gives him some termites, a gift from the aardwolves, and Bunga declares that he feels better, causing Kion and the Guard to laugh.
At Hakuna Matata Falls, Kion and the rest of the Lion Guard are happily relaxing, whilst Bunga performs a few dives for them. Before Bunga can continue his demonstration, a group of galagos cry for help and rush past him to speak with their leader. One galago, Laini, leaps onto Kion's muzzle and pleads for his help. Beshte approaches Laini and asks her what's wrong whilst she continues her hold on Kion's face. She worriedly informs them that a leopard has moved into their tree. Although Ono disputes this, Laini is positive of what she saw, and again pleads for Kion's help. After Kion's muffled voice reminds her where she is, the galago finally removes herself from his mouth and he agrees to help. Kion orders them to stay at the Falls, though Laini insists on travelling with the Lion Guard for their safety. Kion, disagrees, gently setting Laini down on the ground as he reminds her that they will be safer away from the leopard.
Just then, a cry for help emerges nearby. Ono scans the area and reveals a giraffe is stuck in a tree. Kion is about to order the Guard away, when Laini becomes slightly hysterical, crying out that Kion had promised to deal with the leopard. Kion confirms that he will, and that they just need to save the giraffe first, before leaving with the rest of the Guard in tow.
They rush to the scene, where Shingo has his neck trapped in the tree. He explains that he was trying to get the last of the leaves from the acacia tree, but as he extends his tongue again to reach them, it too, becomes trapped in the twigs. Kion sends Bunga up to help out. Bunga does so, freeing his tongue and then freeing his neck as Kion watches.
Just then, screams alert them to the galagos' presence, where the galagos once again stampede over to the Guard, grasping them in similar locations once more, and even ambushing Shingo in their panicked frenzy. When Kion demands to know why they did not stay, Laini tells them how they heard a 'pfft' sound, followed by an awful smell. After it is revealed to be Pumbaa, Kion orders them to return to the Falls. Despite this, they insist once again on joining the Lion Guard.
Back at the galagos tree, the Lion Guard spot the sleeping leopard. Kion tells the galagos wait behind whilst they deal with the leopard. Laini reminds Kion that the leopard is fierce, but Kion confidently reminds her that so is he. The Lion Guard approach the tree, and Kion orders the Guard to surround it for when the leopard wakes up. Kion gives the go ahead, and Ono startles the leopard who drops down to the ground, growling intimidatingly at the Lion Guard. As Kion and the Guard approach, the leopard becomes jittery and wails loudly, pleading with the Guard not to hurt him. He explains that he thought they were baboons, since they were chasing him in his dream and introduces himself as Badili, the big, friendly leopard. When Kion questions him on why he kicked the galagos out of his home, he asks what they are with slight fear.
When presented with the galagos, he is charmed by their cuteness, and attempts to say hello. However, the finicky creatures see his claws and shriek in fear. When Kion notices this, Badili informs him they shouldn't be afraid, and that it was an accident since he had nowhere else to go. Kion asks about his own home, and Badili confirms that it's in Mirihi Forest, where Ono recognises is from the Back Lands. Badili praises the Pride Land trees, and asks if he can share the tree with the galagos. However, at the sight of his teeth, the galagos refuse, and Kion agrees that Badili can't stay there. Badili once again tries to persuade them by stating that he's lots of fun and offers a game of tag. Becoming frustrated, Kion asks if there's a reason why he refuses to return, and Badili answers nervously that he just wanted to try a new home. After Beshte offers to walk them home, Badili responds with a feigned euphoria. Kion seems suspicious, but confirms that the galagos have the tree again and soon starts to walk Badili home.
The Lion Guard escort the leopard home, but when Ono sees Mirihi Forest just ahead, Badili mentions that he's parched and that there's a watering hole he wishes to check out that they saw a little earlier. Kion asks why he keeps making excuses, but Badili assures him that there's nothing wrong. He slinks away, thanking them for accompanying him. As he leaves, Kion leads the Lion Guard to a small bush nearby, where they watch Badili from a distance.
Although Bunga is itching to leave, Kion is adamant about staying. They watch Badili scratch his claws on a nearby tree, when suddenly another leopard named Mapigano leaps down and roars, frightening Badili. Mapigano begins to browbeat Badili, and Kion realises that Badili needs someone to stand up for him. After a while, the Lion Guard decide to intervene. The Lion Guard intimidate Mapigano, who eventually decides to retreat after insulting Badili and claiming that they were 'friends'. When Mapigano leaves, Badili is excited and thanks the Lion Guard. Kion is certain he won't return now that the Lion Guard has his back, and the Guard part ways with Badili.
Soon, the Guard are back to their patrol, with Ono confirming that Embamba Canyon is clear. Kions comments that they'll finish patrol early, when suddenly Laini and the galagos rush up to up to Kion. Sure enough, it turns out that Badili is back in their tree. The Lion Guard approach the sleeping leopard, and awaken him from his slumber. Badili reveals that Mapigano returned. Although Kion believes that getting rid of him was the wrong thing to do, Badili is adamant that it was actually the right thing to do, and asks if they will do it again. Kion rejects his request, stating that they need to teach Badili how to stand up for himself, since Mapigano did not need a fight to run away. Badili reminds them that they're the Lion Guard, though he is reminded that Mapigano did not know that - all he saw were animals that would not back down. Kion also informs Badili that their confidence stems from their belief in themselves. Kion agrees to teach him how to be fierce, and when Ono can't decide on what to teach him, Kion recommends teaching him about eye contact, which would boost his sureness. Badili eventually comes around to the idea.
The Lion Guard soon teach Badili how to find his roar, with Kion narrowing his eyes towards the leopard. This causes Badili to dispel his doubts and let out a mighty roar. Kion asks if he's ready, and Badili confirms that he is. On the way back to the forest, the Guard double check Badili and what his actions will be. When Kion is happy with the answers, he sends the leopard away, before crouching in a bush with the rest of the Guard to watch for themselves.
At first, Badili shows his newfound confidence well. But soon, he starts to break and becomes daunted. Fuli is about to step in until Kion calls her back. He explains that he has faith in Badili, and further states that he can do this alone. Sure enough, Badili regains his confidence, and ultimately drives Mapigano out of his territory. Kion and the Guard congratulate Badili, and although he thanks them for believing in him, Kion informs Badili that he believed in himself. With the situation over, Kion and the Guard return to the Pride Lands.
Back at Hakuna Matata Falls, Kion, Fuli, Beshte and Ono relax together. Suddenly, Laini rushes over, expressing her concern over someone in her tree. They return to the tree to find Bunga cuddling the galagos. He leaps down to give Laini a cuddle, and the rest of the Guard laugh as the poor galago wonders if the leopard would be a better choice than Bunga.
The Lion Guard is traipsing through some mud. Kion notes that after the previous night's storm, he's glad the mud is their only issue. Suddenly, Janja the hyenas slides down a muddy slope, landing right in front of the Guard and asking what they're doing in the Outlands. Kion tells him that they both know they're in the Pride Lands and that Janja doesn't belong. Cheezi and Chungu arrive and reveal Janja's plan, and Kion reacts by using the Roar of the Elders to force the hyenas out of the Pride Lands.
As they continue on their way, Fuli wonders why they are doing this. Kion reminds her that need to ensure that the Pride Lands' trails are safe. Spotting a cliff about to collapse, he calls a warning to his friends and makes it out of harm's way. As the mudslide now blocks a trail, Kion realizes that the Guard will need to clear it. He assigns tasks to the other members of the Guard, deeming that Fuli and Beshte are to stay with him and help rid the trail of the debris. Later, Beshte pushes the last tree off of the trail, and Kion leaps over it. He compliments the hippo's work and decides that the trail is safe.
Ono then flies over, reporting two animals stuck in a mudslide when Kion asks what's up. The Guard races to the aid of the animals, and Kion orders Beshte to block their path. He tells Bunga to grab the smaller one while he and Fuli rescue the larger of the two. Once the muddy animals are safe, Kion spits and notes that they had a close call and asks if they're all right. The creatures shake off the mud, revealing themselves as Cheezi and Chungu, to Kion's surprise. He realizes that if they're around, Janja must be somewhere nearby, but it turns out that Janja kicked Cheezi and Chungu out of his crew. Kion still feels that they shouldn't stay, but eventually consents, as they could help out the Circle of Life- and it's the nice thing to do. He tells the two hyenas that they may stay, and adds for them not to make the Guard regret it before heading back to their patrol. On the way, Kion orders Ono to keep an eye on them.
Ono is quick to report an antelope stampede. Kion tells Ono to lead the way, and they soon manage to bring the herd to a halt, with Kion being able to conclude that it was caused by hyenas due to the scent they left behind. He blames the Guard for the stampede, feeling that Chungu and Cheezi started it. However, they find the duo peacefully asleep. Kion sharply awakens them and demands to know why they started a stampede. As Cheezi and Chungu try and explain, everyone hears Janja's voice. Kion leads the way, and they find Janja stuck on a ledge below them. Kion asks Janja what his plan is, but Janja informs him that it was the new hyenas. Kion shouts Ono's name, and the egret flies up and spots the pair chasing after a herd of oryxes.
The Guard arrives on the scene just in time. Kion shoves Tano away from the oryxes. The two guess that Kion is going to use his Roar, and he remarks that they are smart as he uses his gift to blast the hyenas away. He then returns to Janja, Cheezi, and Chungu, planning to get them off of the ledge and back to the Outlands, only to find that the ledge has collapsed. He calls their names and discovers that they are unharmed, then tells them to go home.
The Lion Guard is out on patrol. Kion asks Ono how things are looking, and his friend reports Mzingo and his vultures circling. Kion decides to see what the trio is up to, and finds that they are diving at Baby Baboon. Kion commands them away, and they are quick to flee, so he assures Baby Baboon that he is safe. However, rain begins to fall, and Baby Baboon is swept away. Kion realizes that Fuli is the only one fast enough to reach him, and she obeys his order.
Once Kion and the others catch up to her, the baboon is safe, but Kion finds that his sister is stranded on an island. He remembers that she was asked to handle the Royal Buffalo Wallow event and asks what she is doing, and she gives him a brief explanation. Kion decides that they'll rescue Kiara, but Fuli is still concerned with Baby Baboon. He knows that they must get the infant home, and assumes that he lives in Nyani Grove, assuring her that it won't tell her long to return him. Fuli is surprised, reminding him of his sister's situation, but Kion is confident that they can manage. Smirking, he adds that Baby Baboon looks to like Fuli. She agrees to the task, and he thanks her.
Whilst trying to find a way to save Kiara and her friends, Bunga suggests Kion use the Roar, but Kion dismisses this, choosing instead to create a bridge. Unfortunately, the bridge is swept away by the current, and Kion groans, disappointed. Ono reports that Kiara attempted to push a boulder into the river, but this, too, failed. Kion resolves to put both plans together, and gives orders to the rest of the Guard. Kiara compliments his plan, but before she and her friends can do their part, Tiifu and Zuri fall into the river, causing Kion to cry out. He sighs in relief when Kiara saves them, and observes as they cross the river using a tree that they pushed in and a boulder that Kion, Beshte, and Bunga displaced. Smiling, Kion agrees that they all did it.
As Kion, Beshte, Bunga, and Ono watch the buffaloes wallow, Fuli arrives, explaining that her journey wasn't as simple as she'd expected. Amused, Kion replies that nothing is simple when it comes to Fuli and baboons.
Kion, his friends, and some young animals are listening to Rafiki tell a story about The Zimwi. He assures the mandrill that they'd all like to hear the tale, and as Rafiki continues, a noise is heard. Kion stands and fiercely orders whomever it is to show them self, only to discover that it's just Beshte. After Rafiki sings "Beware of the Zimwi," the young ones are scared, but Kion reminds them that it's nothing but a story. He thanks Rafiki before heading off with the Guard. On the way back, Mtoto asks him if the Zimwi is real, so Kion recalls one of the Zimwi's apparent traits and questions if that sounds real. When a gust of air startles everyone, Kion points out that it's just the wind. He suggests that the young animals sleep together tonight, and it is decided that the Guard will do the same.
At Hakuna Matata Falls, Kion's slumber is disturbed by Young Rhino, who is begging for help. Upon hearing that the Zimwi is in the Pride Lands, Kion is scornful. He insists that the Zimwi doesn't exist, only to have Timon arrive and tell a story about the beast. Kion questions the logic of it but nevertheless vows to drive the Zimwi or whatever it is out of the Pride Lands. After leading the Guard in their catchphrase, he adds to Fuli that they're defending everyone from a story. As Bunga calls for the Zimwi during the search, Kion skeptically asks if he really believes it. Fuli inquires if it's possible, but Kion holds the belief that the creature is fake. Some genets come across them on their way home. As Bunga scares them by talking about the Zimwi, Kion tries to stop him and reassure the genets, to no avail. Bunga tries to justify his actions, but Kion points out his flawed reasoning before advising him not to mention the Zimwi to anyone else. Continuing the search, the group enters a woodland, where they encounter a panicky Thurston. Kion tells him to calm down and asks why he's upset. In response to Bunga, Thurston declares that the Zimwi is only a story, which Kion is grateful to hear. Thurston soon gallops off, allowing Kion to lead the Guard onward. When a noise startles them, he states that it's an owl, and is exasperated when Bunga doubts this. Another sound spooks even Kion, but once again it's Beshte bellowing, and not, as Kion points out, the Zimwi. They keep moving, but Kion soon suspects that they're being watched. He hushes the Guard and points out some eyes in the bushes. Deciding to move in, he creeps forward, but steps on a twig and abruptly rises. He resumes his position and exchanges glances with his team before yelling "Now! "Gazelles burst out of the bushes and reveal that they were hiding from the Zimwi. Kion tells them twice that it isn't real, becoming fed up with Bunga's ideas about it. The herd points out a strange shadow that Kion feels he might see two heads in. He chooses to track it down into a dead end, but becomes terrified at the sight of the animal and flees, believing it to be the Zimwi. This causes the gazelles to panic, so Kion has the Guard get them out in the open. He blames himself and his friends for scaring the herd, but does not shame them for it. He confesses that as soon as he believed the Zimwi to be real, he ran away, then declares that though it's okay to be scared, the Lion Guard can't run away. His courage back, Kion decides to go face the Zimwi. Standing before the creature, Kion asserts that it doesn't scare them. He is surprised when it rolls down in front of them but orders the team to attack. He halts when he discovers the Zimwi is just two porcupines. He has them confirm that they thought they saw the Zimwi. Assuring an abashed Beshte not to feel bad, Kion realizes that Rafiki's story spooked everyone into believing anything. The next day, a frightened Beshte is about to bellow for the Bellow Fellows. Kion reminds him that he faced the Zimwi last night, even though he didn't know the beast wasn't real, so he should be able to bellow for some hippos. He is uncertain as he hears Beshte audition, but looks pleased when Beshte is accepted.
Kion and Bunga are playing Baobab Ball when Jasiri interrupts them. In response to a question of Kion's, she confesses that she needs his help. Kion initially suspects Janja's clan to be the cause of the trouble, but to his surprise, it's lions in the Outlands that are behind it, having taken over Jasiri's watering hole. Kion agrees to help, believing it to be a misunderstanding. On the way, Jasiri admits that she worried Kion may not help her. When he asks why, she reminds him that the trouble is lions, not hyenas. Kion points out that, similar to himself at first, these lions may not know good hyenas are in the Outlands.
When they reach Jasiri's clan, Kion tells Madoa that it's nice to meet her, then greets Wema and Tunu, who cower away from him. Kion declares that he's here to solve the lion issue. He states that there's no time to lose, and they set off once more. Kion is assuring Jasiri of how reasonable lions are when Nuka attacks her. Kion pins the adolescent lion down, growling. He introduces himself fiercely, then asks the new arrival Kovu if Nuka is a friend of his. Kovu explains that Nuka's his brother, and Nuka warns Kion to let him up. Jasiri joins Kion, and the four circle each other. Kion asks what they're doing in the Outlands, telling them that his father would welcome them in the Pride Lands, especially if they returned Jasiri her watering hole. Nuka is eager to take the son of Simba back to his mother, and Kion climbs onto a rock so that he looks down on Nuka, reminding the Outlander of his name. Once more, Kion assures Jasiri this is only a misunderstanding.
At the watering hole, Kion meets Zira and Vitani. Kion asks Zira what they're doing in the Outlands and why they've taken over the watering hole. Zira inquires why Kion doesn't use the Roar to give Jasiri water, displaying knowledge of Kion's ability. Kion asks how she knows of it, but Zira only suggests that he roar at a cloud. Kion is skeptical, but Jasiri says his name as she looks at him beseechingly, causing him to agree. He roars at the cloud, producing a brief rainstorm, then turns and informs Jasiri that he didn't know he could do that. He asks Zira how she did, but she doesn't want to discuss it in front of a hyena. Though Kion doesn't trust her, nor does Jasiri, he agrees to go talk with her in the hopes of convincing her to share the water.
Alone with Zira, the lioness states that she's glad to meet Kion, puzzling him. She performs "Lions Over All" with him, leading him into a cave lit by lava, where the pair of them argue over how lions should act. She leads him out, where he is awestruck at the sight of a jagged rock structure. He asks about the Roar, but she first wants to know whose side he's on. Kion declares that he's on the side of the Circle of Life and those who respect it.
The Outsiders emerge, surrounding him. Kion asks what's going on, and Zira responds by threatening to kill him if he doesn't agree with her. Kion realizes Jasiri was right not trust Zira, then threatens her with the Roar. She refers to someone else who used the Roar against lions and lost it, and Kion realizes she's talking about Scar. He exclaims that Scar was never the true King, infuriating Zira, who orders her lionesses to attack. They advance on Kion, who backs away, but are stopped by Zira, who informs Kion that if he joins her, she'll forgive him. She leaves, and Kion flattens his ears as the Outsiders advance. Kion tries to reason with the lionesses, reminding them that he only wants them to share the watering hole, so it's nonsensical to keep him where he is. He confidently makes an escape, but the lionesses are able to pin him to the ground.
Zira returns with her cubs as Kion faces off with the other Outsiders. She explains to Nuka that Kion cannot win, provoking a growls from Kion. Nuka attacks Kion in delight, so Kion angrily head-butts him away. Kion is preparing to fight the Outsiders when he catches sight of Ono in the air. "Till the Pride Lands end!" he calls out. The rest of the Lion Guard and Jasiri charge forward, taking on the Outsiders until the groups are facing each other. Bunga encourages Kion to use the Roar, but Kion admits that he can't, or he'll lose it like Scar. Bunga corrects him, claiming that Scar lost the Roar only because he used it for evil. Realizing his friend his right, Kion refuses to listen to Zira any more, deciding that as long as he's around, she's unwelcome in either the Pride Lands or the Outlands. He uses the Roar of the Elders to blast the pride away.
At the watering hole, now reclaimed by the hyenas, Madoa confesses to Kion that she had her doubts about him, but now she's glad Jasiri has him for a friend. He thanks her and agrees. Wema and Tunu approach, and Kion tells them that he's not so scary now, asking if they feel this way. They run away nervously, but Jasiri feels that Kion should take this as a compliment to his ferocity.
Kion and his friends chase Janja's clan out of the Pride Lands, before resuming their daily patrol. Soon Ono informs Kion that Janja has once again come into the Pride Lands and Kion irritably leads his friends to deal with them. Kion approaches the hyenas and reacts with shock and fear to his mother's predicament. Out of anger, Kion uses the Roar of the Elders to blast the hyenas away. Once the Roar is over, Kion approaches his mother and nuzzles her. He asks if she's okay and Nala confirms it.
Full urgently directs Kion's attention to his Roar, as it was coming back towards the group. Quickly, the Lion Guard and Nala flee to escape the dangers of Kion's roar, however, the ground beneath Nala splits, causing her to fall into a ravine. She clings to a ledge and makes her way back up with Kion's help. After being rescued, Nala nuzzles Kion affectionately and smiles gently at him when Kion voices his fear of losing her.
Kion's friends approach them, and after Beshte questions them, Nala assures everyone that she and Kion are safe. Kion repeats the question to them, and they all respond positively, including Ono from afar. The Guard and Nala glance over at Ono and discover that the force of Kion's Roar has made him lose his crest feathers. As his friends decide against informing Ono of his predicament, Kion breaks away from the group to view the immense destruction that his Roar has caused across the area. He is shocked and ashamed at the consequences of his actions.
Later, as Fuli, Beshte, and Bunga try to reassure Ono that he looks fine, Kion observes a painting of Scar and quietly contemplates his previous actions.
After Bunga asks Kion's opinion, Kion distractedly replies to Bunga's question, which causes Bunga to come over and see what he's looking at.
He informs Kion about his uncles telling him that Scar was the worst lion ever and states that it's a good thing Kion now has the Roar. Kion responds halfheartedly to Bunga's assurances.
Suddenly, Zazu flies in and tells the Guard that a crisis has arisen at the giraffes watering hole. Kion agrees to help the giraffes and leads his friends out of the Lair. Ono follows behind after being forcibly pushed out by Zazu. As Fuli remarks about Zazu's ability to be persuasive, a slightly amused Kion agrees. Once the Guard has reached the giraffes watering hole, Bunga insists that he uses the Roar to blast the rocks away, but Kion decides to ask Beshte to move one of the rocks which should in turn knock the rest down. The plan works, and the giraffes hurry across to get a drink.
As Kion leads his team away, they encounter a trapped klipspringer that is in the middle of a flowing river. After Beshte politely declines entering the water, and Fuli irritably refuses to get wet, Bunga again suggests using the Roar to stop it, but Kion quickly decides against it. He asks Beshte to knock down a withered tree and, once he has done so, Kion begins to walk across it to help the klipspringer. Kion's weight causes the branch to break, and he becomes trapped. His friends rush to help him and he urgently orders them to go back. They fail to hear his warning, and their combined weight causes the branch to collapse entirely.
As the Guard reaches the shore, Kion notices that the klipspringer had managed to make it to safety and responds positively to the discovery. Kion walks beside Bunga as the Guard heads back to the Lair. Bunga questions Kion's previous refusal to use his Roar and Kion reluctantly admits his decision to never use the roar again. Bunga manages to convince Kion that everything's fine and the two hurry to catch up with their friends.
Soon, Kion departs from his friends to consult his grandfather, Mufasa. He explains about what happened when he used the Roar in anger, and expresses his concern over becoming like Scar. Mufasa gently reminds Kion that his brother hadn't cared for anyone but himself and questions Kion on the reason for his anger. Kion tells his grandfather that Janja and his hyenas had attacked Nala and his anger had almost caused harm to someone he loved, Mufasa reminds Kion that Scar didn't have Kion's genuine ability to love and care for others and suggests that Kion seek the one he loves so much.
Kion takes Mufasa's advice and goes to speak with Nala, he worriedly confesses his fears and his reaction to Nala being attacked by the hyenas, Nala gently interrupts her son as she reminds him that she had been there. Kion asks if she can forgive him, and Nala tells him that he had been saving her life, and there was no need for forgiveness. Kion reminds Nala of the earthquake the Roar has caused, and Nala tells her son that he had managed to get her out safely. Kion remains unconvinced and confesses that he’s been too frightened to use the Roar ever since the incident, to which Nala replies that the Roar is a part of him that he can’t stop using it. Kion frets about the possibility of hurting someone again, but Nala lovingly nuzzles him and states her trust in his judgment.
Ono arrives, and after being questioned by Kion on the nature of his appearance, tells them to follow him to The Flood Plains. At The Flood Plains, Nala informs Makuu that all Pride Landers are welcome in the area, and Kion adds that they must leave if they will not share. Makuu does not back down, and Nala is pulled into the water by two crocodiles. She advises Kion to trust himself. By following her advice, Kion discovers a new way to use the Roar, forcing the crocodiles away whilst leaving his mother unharmed. Kion realizes that he only needed to have faith in himself, causing Nala, who was able to return safely, to declare that she’s always had faith in him. They nuzzle affectionately once more. Kion laughs when he discovers that Ono's missing feathers have begun a trend.
Kion watches Bunga as carefully removes Zazu from a beehive, having flown directly into it. When Zazu finally flies down to the Guard, he explains that he was actually looking for them, hence his rush. He goes on to say that the pangolins are spraying everywhere, and Ono comments that they only do that when they're threatened. Kion leads the Lion Guard away to see what the problem is. The Lion Guard arrive on the scene, and are amazed by what they see. Two gorillas are holding a pangolin each, having a staredown. The gorillas, named Majinuni and Hafifu, start squeezing the animals under their armpits, causing them to spray. Kion approaches the two foreign animals angrily, and orders them to put down the pangolins. They are mildly confused by this due to how fun they perceive them to be, and continue squeezing them until Kion pins both of them down in fury. Majinuni asks him to let them go, and Kion tells them he will, but only on the condition that they leave the pangolins alone. They agree, and are let up.
The two gorillas seem happy when the rest of the Guard approach, but Kion is more interested in knowing why they are there. They reply that they're looking for King 'Zimba'. When they realise that they're looking for Simba, the pair ask if they know him. Bunga explains how Kion is Simba's son. Both gorillas question if Kion is a lion and a prince and become excited, informing them how they are both princes themselves. The two gorillas continue to explain how they have a message from their father to be delivered to Kion's father. Fuli drags Kion away, refusing to believe that anyone would leave an important message to the pair. Sure enough, as they look over, the brothers are messing around.
Before they can react, the gorillas mistake Ushari for a stick, and Hafifu throws him towards a Baobab tree. Kion demands to know why he did such a thing, and he replies that he wanted to throw the stick. Kion explains that Ushari is not a stick, but Hafifu shrugs it off with a quick 'Kuishi Ni Kucheka'. Fuli asks what that is, and Hafifu tells her that it's their motto, which means 'to live is to laugh'. They start to sing, but Bunga and the Guard still have no idea about it. The gorillas are shocked that they've never heard about it, and then try to sing it in a different key, though Kion stops them and begins to guide them to his father.
They return to Pride Rock, where Kion approaches his father with the news. Before he can complete his sentence, Simba finishes it for him. He explains that their father, King Sokwe, made a peace treaty with him years ago. Every wet season, he sends a message to confirm whether or not he still agrees to the peace. He asks to see the two princes, and they arrive walking upside down. He asks for the message, but they reveal that they forgot what is was (whilst blaming each other). Simba then explains to his son that he and the Lion Guard will need to walk them home and receive the important message. Kion queries his father why they can't just get the message again, but soon understands when the two gorillas are once again messing around. Simba reveals that they live in the Theluji Mountains, and that the gorilla princes should know the way.
The Lion Guard set out, and approach the mountain base. Kion turns to them for further directions, but neither of them know exactly where he is, having only ever descended the mountain once, and never ascended it at all. Ono manages to scout out a path through the trees which they follow. Kion peers around and asks them if anything looks familiar, but Bunga assumes that he was asking everyone. When Fuli explains that he was probably talking to the gorillas, the princes become scared, assuming that their father is nearby. When Kion confirms that he was referring to them, they are relieved. He asks them where to go, and they point the opposite direction. Beshte notices a chameleon and considers asking it, but the two gorillas chase after it for a game of 'chameleon hide and seek'.
Kion orders Ono to search for them, whilst he calls their names. They respond, but admit that they can hear him, but not actually see him. Neither Kion nor Fuli can sniff them out due to the unique flowers that are in bloom, and Ono can't see them overhead. Kion tells them to stand still and to keep responding to him when he shouts their names. Hafifu and Majinuni decide to turn it into a game, so that when Kion shouts 'Kuishi', they will respond with 'Ni Kucheka'. The Guard think they can hear them and wander off in one direction, but, instead of standing still, the two gorillas start to move about. Kion calls to them since the game isn't working and they change the game to 'forest hog chase'. Majinuni explains that they will snort like forest hogs while the Guard chase them. Ono manages to see trees that are shaking up ahead in a foggy area, and Kion and the Guard run towards them.
The Lion Guard enter the fog, but start to hear deeper snorts coming from behind them. It turns out that to be a real forest hog that rushes past them. The Lion Guard realise that the hog must assume that the gorillas are real forest hogs and is chasing them to defend their territory. Kion runs ahead, and leaps onto the hog, eventually pinning him to the ground after a brief fight. He tells the forest hog that he can't get to them without going through him, and the Guard back him up when they arrive. After explaining this, Kion sets him free, and he runs away. Kion then asks the brothers if they're alright. They are surprised that they are fine, and surprised that Kion saved them. When it's suggested that they continue their journey, the gorillas suggest getting chased by the forest hog again. After being questioned over their behavior, they explain that their father has never seen them as prince material, so they agreed to deliver the message to prove that he was wrong. However, since they forgot the message, they were worried about what he would say to them upon their return. Kion is understanding, since he never wants to let his own father down. He promises that when they start acting like a prince, they'll start feeling like one. Gathering their courage, the two gorillas agree to continue.
The Lion Guard follow the two brothers over a cliff and are inquisitive of the snow. The Guard have no knowledge of the substance, but start to explore it. The Lion Guard start to enjoy themselves, though Kion is cautious, remembering their mission. He finally exclaims Kuishi Ni Kucheka after being pummeled by a snowball, and they have a brief respite to enjoy their newfound fun.
Kion comments that he could do it all day, but Majinuni reminds him of their mission. Kion wishes for one more look to remember it, but instead slips back and starts sliding down the snow. Bunga starts to run for him, but Majinuni halts him with his hand. Instead, he and Hafifu offer to save him since they know the mountains, and they start to slide down after the lion cub.
Kion slams into a hollow log and keeps sliding, all the while he is unable to do anything to stop himself. Kion slides down an ice path and grips onto the side of a cliff, hanging on for dear life. Ono flies towards him and tries to help him up by grasping into his fur with his claws, but it doesn't help. The two gorillas arrive but slam into each other before they can get to him. Kion slips, but Majinuni and Hafifu manage to grab onto Kion before he falls entirely. Safely on ground, Kion thanks them for their efforts, but they refuse his thanks since it was fun. Kion assures them that it was more than that, and that it was brave and prince material.
The team finally reach their destination, where King Sokwe is seemingly about to admonish his children for forgetting the important message, forgetting their way home and needing the Lion Guard's assistance. He then grabs two piles of snow and dumps it on their heads whilst proclaiming Kuishi Ni Kucheka. He laughs and his children join in. King Sokwe informs them that Kion told him of how he was saved by them, and that he is proud of them both, true gorilla princes. Kion then reminds him that they still need to get the message back his own father. King Sokwe then notices Bunga's souvenir. Kion asks if it's a problem, but he denies it to be, telling him that it's 'perfect'.
The Lion Guard return to Pride Rock, where the night is slowly starting to encroach upon the land. Kion finishes explaining their adventure, and Simba asks if they have the message. Kion is hesitant to give it to his father, but Simba is adamant about receiving the message. Bunga then leaps and throws the snowball on his head whilst yelling Kuishi ni Kucheka, seemingly angering the King whilst Kion smiles nearby. Ono comments that it may not have been such a good idea, but Simba starts to laugh, claiming that nobody delivers a peace message like King Sokwe. Simba shakes the snow off his head, and Kion and the Guard begin to laugh as they get bombarded by the snow.
Kion is pounced on by his sister, Kiara near his home. When she releases him he asks how she found him, to which she replies that her mother has been teaching her how to track. Kion then pounces on her, declaring her as lucky rather than good. After a bit of play fighting, their parents approach. When Kiara explains how she caught him faster than ever, Kion retorts saying that he let her. She then pins him again, but Simba orders them to separate. Kion tries to pounce on his sister one last time but is stopped by his father. Nala then announces that they will be taking the trail to Udugu. Curious, the children question the whereabouts of Udugu, but his mother tells him that they'll see. Simba assures Kion not worry about his Lion Guard duties, since he himself will be taking over his place as leader. Kion then returns to the Lair and explains the situation to the rest of the Lion Guard before bounding away.
With their journey commenced, the cubs speculate about what could be waiting for them at Udugu, and Kiara believes it to be animals awaiting their new queen and her 'little brother'. Kion disagrees, and insists that the animals would be more interested in seeing him. They start racing one another, with Kion exclaiming that he races with Fuli everyday and thus won't lose. When Kion takes the lead, Kiara grabs his tail in her mouth and pushes him back. Kion retaliates, leaping onto her back. Their mother comments that they could compete over anything, to which they agree. After Kiara swipes her brother one last time, Nala tells the cubs that they have a long way to go, and they continue their journey. As the trio continue their journey, Kion asks his mother where Udugu is once again. She replies that it's hard to find, and Kiara taunts her brother by saying that she'll find it first. The two cubs start chasing one another and run off ahead, unable to hear their mother calling them back in time before they end up hanging over a cliff. Nala arrives and places her children back on safe ground, and they thank their mother. With disappointment, she tells them that that is not the way to find Udugu, and the cubs exchange a confused glance. They eventually come to a large thorn bush with a tree in the center. Kion questions if it's really the way and Nala assures her children that there is no easy path to Udugu, but there is a way to get past the thorns. She lifts up one of the thorn branches, and her children hurry inside. Kion is certain that he can get past the thorns by crawling under them. He tries to do so, but ends up getting pricked by them instead. Nala tells him that his way wasn't correct, and Kiara, noticing a tree in the center, believes that leaping across the area is the way forward. Whilst the two cubs continue on their separate paths (taunting each other along the way), Nala leaves. They soon notice their mother's absence and retreat, still injuring themselves on the journey back to the clearing. They glance around and, unable to see their mother, cry out for her. Later, Kion and Kiara have split up to search for their mother. After an unsuccessful search, Kiara decides to try tracking her, and manages to pick up her scent. After following his sister, Kion notices some fresh pawprints which the cubs follow. It leads them to a cliff, where the prints abruptly stop. They ponder where she could have gone until Kion realises that she probably leapt up to the top. The pair try to leap up there themselves but fall back down. Kion is sure they can reach the top, but Kiara is uncertain. Kion then offers to give her a boost so that she can continue tracking, and Kiara asks what he will do. Kion finally confesses that she is the better tracker, and Kiara tries to return the compliment by telling him that he was the one who found the tracks in the first place. Kion comments that they make a pretty good team. Staying true to his word, Kion elevates Kiara by giving her a boost and, after a struggle, Kiara reaches the top. She is shocked by what she sees when she looks up and, after Kion asks what it is, Nala reveals herself. She leaps down and nuzzles her son, who asks why she disappeared, since she was going to take them to Udugu. Nala explains that she believes they have already found it, and after a bit of confusion, Kion asks if it was the big rock, to which his mother replies it isn't. She calls for Kiara and explains that Udugu is another word for kinship, and that by working together, they have found it. The siblings exchange a happy smile towards each other in understanding.
The trio return to Pride Rock, and Simba asks his children if they found Udugu. They explain that they did, but it isn't really a place - it's about them working together. He tells them that the lesson is very important for them and leads them to the edge of Pride Rock. He goes on to say that, as queen of the Pride Lands and leader of the Lion Guard, they will be responsible for all of the Pride Lands. The royal family gaze out at the Pride Lands, and Nala urges them to hold onto what they learnt that day, and they will always have Udugu.
Kion and the Lion Guard approach a watering hole, curious about a large flock of birds flying overhead. They follow them to a large clearing, where they appear to be waiting for something. Fuli wonders out loud what they're doing, and Kion comments that Ono would likely know, but he isn't there. Just then, Ono calls the Guard over, claiming a spot for them up front.
They decide to see what the fuss is all about, where Ono excitedly reveals that Hadithi, the legendary eagle, is returning to the Pride Lands. He becomes slightly annoyed when the Guard reveal that they know nothing about Hadithi, and Ono tries to educate them.
When Hadithi arrives, Ono is mesmerized. Ono talks positively about Hadithi and Kion replies positively yet tepidly before Bunga tries to flag him down for Ono's sake. Kion watches as Hadithi performs Hadithi the Hero, and continues watching as his parents approach the eagle. Kion is amazed when he discovers that his parents actually know about Hadithi. They announce that Hadithi is invited to a Royal Mudprint Ceremony in his honor, and Kion comments that, whilst he has seen the prints, he has never witnessed the ceremony itself. Simba then tells Hadithi that, according to tradition, he must share his knowledge with a younger member of the Pride Lands, before gazing out at the crowd. Kion urges his father to pick Ono, and he does so. Hadithi eventually asks if he will be receiving The Traditional Ceremonial Nest and, without checking what it is, Ono blurts out that the Lion Guard will create it for him. Straight after his announcement, Ono turns to the Guard to check that they're okay with that. Kion gradually agrees. After Hadithi explains that the nest is to be made from the leaves of the tallest tree in the land, he praises Ono for immediately understanding why. When Ono is surprised at this, Kion agrees that Ono definitely knows what he's doing. They head out, but when Fuli isn't so sure that the nest should be a priority, Kion assures her that, since his father knows her, it's all good. A bit later, they locate a tall tree, but Kion wonders if they should have kept Ono with them. Bunga climbs it regardless, but his fears come true when Bunga reveals that it really isn't the tallest tree like they thought. Annoyed, Kion leads the Guard away. After they complete their mission, they return to the ceremonial area, where Kion comments how there are so many animals waiting to see Hadithi. Later, Hadithi finally arrives. After inspecting his nest and claiming that '(it) will do', Kion rolls his eyes before asking where Ono is. Hadithi assures him that he'll be along soon, and that he's just practising the Hadithi Spin. Kion and Fuli exchange a glance, but Simba begins the ceremony. Kion and the other animals cheer for Hadithi initially, but when the eagle is unable to bring himself to plant his talons in the mud, he confesses that he's no hero, but he knows a bird who is. Kion immediately knows that he's referring to Ono and, as Hadithi calls for them to follow, Kion leads the Guard away.
They approach a cliffside where Ono's wing is trapped under a rock, with Cheezi and Chungu fast approaching. With Fuli taking care of them, Kion and Bunga deal with Janja, who is closing in on a herd of klipspringers. Kion and Bunga warn him to back away, since their between him and the only way down.
When Janja refuses with the plans on eating the klipspringers, Kion orders Beshte to push down a boulder, then calls for the klipspringers to run across. He tries to catch up with them himself, urging them to keep moving, when Ono and Hadithi swoop down and start to confuse the hyenas. As Ono takes the lead, Kion isn't sure who's more impressive. Bunga knows who is, and starts cheering for Ono, with Kion following his lead. The hyenas slip and fall into the water below, and the Lion Guard return back to the ceremony. Kion then watches Hadithi praise Ono, cheering with the other animals when Ono is shown to be a true hero.
After hearing an animal cry out for help, Kion leads Fuli and Bunga into the Flood Plains to search for it. After a delay, they reach Beshte and his father, Basi, who are making the Hippo Lanes after a rainstorm. They hear how they have just saved the animal in question from Makuu. But when Basi tries to return to work, he discovers that the rhino actually wounded his leg. He passes the task of making the Hippo Lanes over to Beshte, who is uncertain that he is up to the task. But with a bit of persuasion from Kion, he agrees to do it, while Kion leads his father to safe ground so that he can rest.
After reaching a rock, Ono swoops down to alert them of a new situation. Since the last rain storm, the sable antelopes' grazing grounds were already flooded out yesterday, leaving them nothing to eat. But they are too stubborn to leave, and have taken to standing around in knee deep water, concerning everyone that they'll be completely underwater by the next storm. Basi suggests bringing them to the Flood Plains so that they can cross, assuring them that his son will be finished by the time they return. Kion thanks him for the idea, and the team race to the antelopes. After Ono has led the other Lion Guard members to Bupu's Herd, Kion calls out to them, explaining that they need to reach higher ground. However, Bupu refuses to leave, even after Ono warns him of the impending rain storm. Kion explains that he understands how they are tired and hungry, but if they move, they'll have food and won't be standing around in water. Upon hearing this, Boboka talks with Bupu, urging him to reconsider their offer. Reluctantly, he agrees, and Boboka orders the herd to follow Kion. He then escorts them away across the side of a cliff. Kion soon asks Ono for a report, and he initially states everything to be good... Until he notices a rockslide. Kion orders them back, angering Bupu who was just told to follow them. The rocks fall down, blocking the path. Kion asks Ono if there are any other ways across, but Ono states that there isn't, and that the rain storm is closing in fast. Bunga is confident that Kion can just use the Roar to blast the rocks out of the way, but Kion reminds him that the antelopes are on the other side of it. This gives Kion the idea to blast the rocks away from the other side, and the Guard start to climb over the rocks. On the other side, Kion struggles get Bupu up, who has sat down in protest of how tired they are. While the sable antelope complains to Bunga, Kion uses the Roar of the Elders to blast away the rocks, freeing up the path. Kion beckons them and starts to move, but Ono soon calls them back when the herd remain seated. They eventually move after some more persuasion, and follow Kion and the Lion Guard to the Flood Plains.
Kion allows Bunga to direct Boboka and her son into the new Hippo Lanes, when Ono dives in and warns them against sending anyone in. It is revealed that the Hippo Lanes aren't straight, and animals wandering in there could get lost. Kion swiftly takes action, ordering Fuli and Bunga to make sure nobody else goes in, while he and Ono rescue the mother and her son.
Ono manages to locate the young sable antelope who is being carried away by the water current. He calls for Kion, who dives down and manages to push the youngster to shore. Kion asks if he's okay and where his mother is, and the young sable antelope replies that she was right behind him. They soon hear her calling out for help, and Ono is about to go looking for her until Kion tells him to guide the youngster back to safety while he goes looking for her. The two rush off in their own directions.
Soon, Kion arrives back at the opening of the warped Hippo Lanes with Boboka in tow. He reunites her with her son, and asks for an update. He discovers that the new Hippo Lane is perfect, and gladly watches while the final pair of sable antelopes walk down the lane, commenting how something finally went right that day.
After the storm, he approaches Beshte and Basi, complimenting them on their hard work with the new Hippo Lane, which has been a success with all animals.
Kion and the rest of the Lion Guard follow Ono's directions through a ruined Nyani Grove. Ono warns them that a rhino is headed towards Big Baboon Tree, and Kion exclaims that they need to reach there first. By the time they reach the tree, they discover that the rhino, named Kifaru, has crashed into it, and the baboons are scarpering away. The Lion Guard approach Kifaru, who reacts irritably to Kion's order to stop shaking the tree. Beshte asks him what the problem is, and he softens at his presence, answering that he's stuck. He is reassured that the Lion Guard will get him out, to which he is grateful for. Kion the directs the team into position. With Beshte pushing the tree one way, Ono watching his horn and the others moving Kifaru the other way, they are able to pull Kifaru loose. Once free, Kifaru thanks the Guard for their assistance, raising himself when he discovers that Bunga has been sat on.
Kion then asks why he's causing trouble, and the rhino reveals that he was unaware of any trouble that he was causing, despite the baboons' cries and the masses of logs on the floor. He starts to move away. almost hitting Bunga and Fuli. He issues apologies before walking away, heading straight for a tree. Beshte points this out, and Kion comments that it's like he didn't even know it was there. Ono then notices that his tickbird is missing.
The Guard then discover that his tickbird, Mwenzi, left him for no apparent reason. Ono starts to explain to the Guard how rhinos have poor eyesight and that they usually pair up with rhinos for this reason, and in return, they get to feast on the ticks and other insects on the rhino's' back. After Kifaru daydreams about his friendship with Mwenzi, the Guard conclude that he never meant to cause any trouble, to which Kifaru agrees, apologising again. He explains that he was on his way to Tamasha in Lake Matope, an event where rhinos spar in the mud. Kion decides that they will find Mwenzi for him, although Fuli doubts that they can find him in. Bunga suggests a temporary tickbird to take him there - himself, much to Kion's surprise. Bunga then leaps onto Kifaru's back and begins snacking after announcing his new role, and Kion watches them leave.
But just after they say goodbye, Ono notices that Bunga is so busy eating that he fails to redirect Kifaru from walking right off a cliff. Ono swoops over and orders him to move back slowly and Kifaru obeys. Kion comments that Kifaru really listened to Ono, before appointing Ono the task of being Kifaru's tickbird. Although Ono protests at first, Kion reminds him that by keeping the rhino on track, he will be helping the Circle of Life by keeping him out of trouble. After Ono flies onto Kifaru's back, Kion and Fuli sniff the rhino to pick up Mwenzi's scent and, after acquiring it, they rush off, leaving Ono to take care of Kifaru.
Kion and Fuli try to track the scent, but instead wind up going in circles. But Kion then finds Mwenzi's scent on a tree, and Fuli confirms that it's recent. Bunga leaps into the tree in the hopes of finding him but to no avail. But soon, they see a bird whizz past them, which matches Beshte's description of Mwenzi. But because he flies by so fast, no one can tell if it's actually him. Kion devises a plan.
With Mwenzi settling near a watering hole, Beshte pretends to be a rhino looking for a tickbird to clear his back. As expected, Mwenzi arrives, only to discover no insects. Bunga then captures him, prompting Mwenzi to ask what the Lion Guard want with him. Kion apologises for tricking him, and the Guard inform him about Kifaru's accidental damage, and that he needs to return to him. However, Mwenzi then tells them the reason he left was because Kifaru was blaming him for being late to the Tamasha, even when it was his fault and that he was tired of being blamed when he was faultless. He asks Fuli what she would have done in the same situation, and she admits that she would have left... Until Kion's glare prompts her to add that it doesn't mean that he should leave Kifaru. Kion suggests that Mwenzi himself is not doing so well either, and the tickbird agrees that he's used to looking after Kifaru. After a bit of encouragement and being told that Kifaru misses him, he agrees to speak with him.
When the Guard locate Ono and Kifaru, the rhino is being fanned by the egret, much to his joy. He claims Ono to be the best, which Mwenzi overhears. He questions Kion on how lost Kifaru really is without him and, despite Kion trying to assure him that he was when they left him, Mwenzi swoops over to the rhino angrily. He bids him farewell forever, and flies away. Kifaru turns to Ono and tells him that he will have to be his tickbird from now on, and Ono, desperate to get Mwenzi back, starts flying towards him. Although Kion reminds him that Kifaru shouldn't be left alone, Ono orders him and the others to look after him instead, flying away to search for Mwenzi. Kion asks Kifaru if he's okay, and he answers with disappointment. Kion then decides to cheer Kifaru up by guiding him to Tamasha, and Kifaru agrees. However, the rhino starts to wander the wrong way. The Guard quickly set him back on track, and continue to Lake Matope.
The Lion Guard finally guide Kifaru to the Tamasha, and Kion announces their arrival. But before he can join in, Ono swoops down and exclaims that Mwenzi is in trouble. Kifaru, still annoyed with him, claims not to care, until Ono mentions that Makuu is involved. The rhino then shows immediate concern, and rushes off to save him. He crashes through several trees in his rush, but Ono confirms that he is at least going the right way. Kion decides that they need to go with him, and hurry after the rhino.
When the Lion Guard arrive, Kifaru is trapped in a tree stump and Mwenzi is unable to fly. Annoyed at their presence, Makuu warns Kion to back off. When he refuses to comply, the crocodile pins the lion cub down to the ground, while the rest of the Guard tackle the other crocodiles. But after Mwenzi helps Kifaru get loose, the rhino charges Makuu and his float out of the area, prompting Kion to express his gratitude to the rhino. But Kifaru passes the credit to his tickbird, who passes it back to him before singing a brief song.
The Lion Guard then join Kifaru and Mwenzi at the Tamasha. Kion is happy to see them back together, and Beshte comments that it must be nice to have a friend with you all the time. Bunga then asks if Ono would like to be his tickbird, to which Ono declines, claiming that his tickbird days are over. Kion and the rest of the Guard then share a hearty laugh together.
Kion and the guard begin to smell something strange in the air, which Ono reveals to be jackals. After they get a better assessment of the situation, Kion sends Bunga and Ono off to rescue Hamu while he, Fuli and Beshte deal with the other jackals. When the rest of her pack is defeated, Kion looms over Reirei from a large boulder and warns her that she's the last one left. She appears surprised by this revelation, but is pinned to the ground by the young lion cub before she can do anything. Kion releases her and joins the herd which has finally calmed down.
After things have calmed down, Reirei overhears Hamu mention how Bunga told him to kick her son, so he did. She asks if Kion heard the attack on her children, and Kion assures her that she'll be safe from the 'vicious' zebras when she returns to the Outlands. She finally leaves, and Kion congratulates his team. As he walks away, Muhimu stops him, still shaken up from the attack. It is suggested that she takes some time out for herself and, although at first not sure what to do with her son, she decides to leave him with Bunga, after Kion checks with the honey badger if he'd be okay with that. In The Lair of the Lion Guard, Ono voices his concern over Bunga's absence to Kion, since none of them are able to climb. Kion decides that they need to train, and pretends that a rock on a ledge is an animal, searching for volunteers to try. Fuli and Ono both try and fail, so Beshte attempts. Kion calls him back, but his cry is too late, and the hippo slides back down and lands on Ono. Kion suggests that they've had enough training for the time being, which Ono is pleased to hear. Later, the Lion Guard check the trees in case any animals need their help there. Fuli admits that she looks forward to Bunga's return, and Kion suggests checking up on them at the falls. But they soon hear a jackal nearby and try to find out more. Ono reports that it's Goigoi, who is chasing nothing. When they hear a cry for help, they dash over to discover the jackal has trapped himself upside down in a ditch. Kion eventually manages to coax Reirei's whereabouts out of him, and the Lion Guard make a frantic rush to the falls. When they arrive, they are surprised to see that Bunga and his young charges have dealt with the situation themselves. Reirei grabs Kion's attention, complaining about how her family have been treated and asking for his help. Kion is sure they can help, provided that they leave and never try to attack the kids again. The jackals leave and return home, just before the parents return to pick up their children.
Kion, Mtoto and the Lion Guard are playing Baobab Ball, when Kion falls off the edge of a ledge with Bunga. Whilst they're both okay, Kion warns his friends to be careful of the ledge, which broke due to the impending dry season. They resume their game until Mtoto stops suddenly, hearing his mother via infrasound. After Bunga wishes to hear more, the elephant continues listening, hearing a couple of animals on their way to Pride Rock. Kion concludes that they must be on their way to the Savannah Summit, an event held by his father to determine agreements ahead of the dry season. Mtoto hears a crocodile on his way over, and Kion is certain that it's Makuu on his way to spoil it.
With Makuu approaching Simba, Kion leaps onto the crocodile after alerting his father of his presence. Simba is horrified at his son's actions, and Makuu informs the cub that he was invited, and Simba confirms it. Kion then asks to speak with his father alone, where he voices his concerns over what Makuu has done in the past. His father dismisses his worries, though asks him and the Guard to escort them to the event, since the other animals might not be as friendly towards Makuu. Kion accepts, and heads with them to Mizimu Grove. But when they arrive, it doesn't take long for Makuu to disappear from the rest of the group. Mtoto arrives after hearing him at the watering hole, prompting Kion and the Guard to locate Makuu and warn him away from Bupu, who they saw getting attacked. Kion signals for Beshte to calm them down, but Bupu strikes Makuu again, who retaliates. Kion warns the crocodile again that he won't allow him to spoil the summit, which seemingly upsets Makuu, who slinks away. Kion thanks Mtoto for the assistance, and asks him to keep his ears open. Mtoto soon returns with more news. Having heard Makuu's name being uttered by Twiga and Vuruga Vuruga, Kion leads the Lion Guard to a clearing where they both stand, bewildered by the Guard's appearance. With every mention of Makuu, they become increasingly nervous. Eventually, the Guard leave the pair on their own, with Kion's fear of Makuu rising. Believing him to be blackmailing the animals, Kion fears for Zazu when he hears the hornbill cry out for help. When they reach the source, they discover that it's nothing more than a misunderstanding between Big Baboon and Mbeya. But once resolved, Mtoto hears Makuu back at Pride Rock with Bupu again.
With Makuu's voice rising, Kion pounces on the crocodile, only for his father to shout at him in frustration. Makuu shrugs the lion cub away, and Simba explains how they were about to reach an agreement for the crocodiles to sleep near the antelopes' watering hole. Makuu refuses to continue the negotiation since nobody will trust him and leaves, along with Bupu who also refuses to try again. Simba turns to his son, who asserts his belief that Makuu is planning to ruin the summit. He is devastated when Simba informs him that he may have just ruined it himself, before leaving to salvage the rest of the summit.
Disappointed, Kion leaves the rest of the Lion Guard to be alone. He calls for Mufasa to appear, and asks for his advice. When Mufasa questions his grandson on why he is worried, Kion admits that he believes Makuu will do something bad, even if he hasn't actually given him a reason to think so. The former King reminds Kion of Rafiki's old saying, 'Leap to conclusions and you leap to confusions'. Mufasa suggests that Kion works out what is going on first, before he leaps to anymore conclusions. Kion thanks his grandfather, just in time for Bunga to bump into him.
He worriedly informs him Mtoto has heard that Makuu is on the attack. Kion asks for more information, and the calf confesses that he heard something about an attack, but he's not sure who with. Kion asks for Mtoto to listen again. Mtoto hears a female voice say that they'll do it after sunset, and relays the message to Kion. Although he is unable to determine who it is, the rest of the Guard believe it to be Makuu. But Kion, remembering his grandfather's words, starts to examine all of the evidence. He comes to the conclusion that Makuu isn't planning anything, and that the other animals are targeting Makuu, prompting a rescue mission for Makuu instead.
The Lion Guard locate Makuu in a clearing, who angrily warns them away. Although they explain that they're trying to protect him, Makuu scoffs at their attempt. The crocodile then crosses over some leaves and branches that were concealing a hole filled with rotten fruit, and almost falls in. Beshte grabs him by the tail, and the rest of the Guard soon assist Beshte in getting Makuu back up. Makuu thanks Kion and, after discovering that the pit is filled with fruit, wonders out loud who would do such a thing, and Kion devises a plan to find out.
At the summit, Kion stands before the other animals with his father watching nearby. He announces that Makuu fell into the pit but struggled to get out and completed his journey through the Circle of Life. With the animals starting to feel bad at how they treated Makuu, Twiga and Vuruga Vuruga reveal themselves to be the culprits, and Makuu enters having finally heard their reason behind the prank. The animals hold their breath as Makuu mentions how badly he was treated, with even Kion bowing his head in shame. Much to their relief, Makuu finds the plot amusing, and worthy of a crocodile. He then declares that the summit will go on.
Simba congratulates his son, though Kion is aware that he nearly ruined it. When his father leaps down to sort out a problem between two of the animals, leaving Kion to rejoin the Lion Guard. As Mtoto leaves for home, Bunga comments that he's glad he doesn't have Mtoto's ability. Fuli then comments that he would pretty silly with ears that big, causing Kion and the Guard to laugh.
Kion and the Lion Guard are enjoying a quiet day on patrol, when a sable antelope starts to gather animals before rushing off with them. Curious, they stop Ma Tembo who also follows them, but she does not tell them where she is heading, and just that she can't stop. Kion asks Ono to take a look, and confirms that no one is chasing them, but there are more animals running in the same direction. The Lion Guard decide to see what they are running to.
They arrive at a sausage tree, where the animals have gathered underneath. After failing to find out any real information from anyone else, a few baboons pop out of the tree. They introduce themselves as Uroho, Mwevi and Mwizi, who are part of The Traveling Baboon Show. The Guard are still a little confused, but watch as the group put on a performance. Kion is amazed at their feats and, after the show, decides to introduce himself. Kion welcomes them to the Pride Lands, suggesting that they visit Pride Rock and perform for his mother and father. Uroho becomes a little nervous at his suggestion after learning that he's the son of the King, and informs them that they need to rest up for the next show. With a little bit of suspicion, Kion decides that they should return to their patrol.
No sooner have they left, when they hear Ma Tembo calling for their help. When they reach her, she and several other animals are gathered near an empty patch of land. She and Mbeya explain how the tree had plenty of leaves and grass just that morning, and Thurston reiterates their words. When the animals leave to let the Lion Guard work, they notice that everything has been taken. After a while, Kion starts to consider the possibility of multiple animals working together, when a commotion grabs their attention. Ono reports that it's just another baboon show, and Bunga and Beshte are eager to watch it again. Kion, however, wishes to find out the culprit first. Hearing a lot of animals over there, Bunga tries to persuade Kion into investigating in case their culprit is there. He eventually agrees, and the pair race ahead. But Ono asks Kion if he may have permission to view from the sky, and Kion agrees. He and Fuli join Beshte at the show, asking where Bunga is. It's revealed that he's joined Uroho for part of the show, but he's soon made to return to the Lion Guard with the baboon starts up the magic part of the act.
As the act comes to a close, Ono swoops down with news of who the thieves are. Before he can impart this information, he is grabbed by a baboon and thrown around, raising suspicion from both Kion and Fuli. Ono finally manages to break free and tell his friends that the baboons are the thieves, and eventually Kion asks Beshte to shake the tree and he does so, causing a large pile of food to fall to the ground. With their true intentions uncovered, the baboons start to run.
The Lion Guard chase them across the Pride Lands, with Kion chasing Mwevi. He nearly manages to grab him, until Bunga accidentally slams into him with a failed leap. During their escape, the baboons startle a herd of sable antelopes, causing two of them to fall into a river. Once the antelopes have been saved, Ono explains how they ran into the Outlands and Kion announces that it's no longer their problem now that they have left the Pride Lands.
Back in the Pride Lands, the Lion Guard discuss the baboons a little further. When Ono spots the baboons being chased in the Outlands, Kion is hesitant to let the Guard save them since it isn't their territory, but Ono points out that they wouldn't be in the Outlands in the first place if it wasn't for them. They decide that it's their responsibility to save them, and head on in.
Once Ono has located them, the Lion Guard approach the hyenas, with Kion warning them away. Janja explains how they were trying to steal from them, but the Guard attack regardless, with Kion pushing Janja onto his comrades. It doesn't take long for the Guard to win, and the hyenas retreat. Feeling bad over what they have done, Uroho asks if they can make it up to them, and Kion has an idea. Back in the Pride Lands, Kion watches as Uroho hands out food to a queue of Pride Landers with the promise of a show as well. After Ono is grabbed to be part of the act, Kion continues watching the show.
Kion and the Guard notice a stampede of hyraxes while on patrol, caused by a harrier hawk circling above. The hawk, named Mpishi, grabs a hyrax but is thwarted by Ono. Once she has plummeted to the ground, Kion explains how the animals in the Pride Lands respect the Circle of Life, and that they hope she will show the same decency and return home. Once she leaves, Kion congratulates Ono on his hard work, and the Lion Guard walk the egret back home to his nest.
After they wish him farewell, the egret lets out a sharp cry, causing them to return. They discover an egg in Ono's nest, which Ono identifies as a hamerkop egg. With the egg nearly ready to hatch, the Guard task themselves with finding the mother while Ono waits behind and takes care of the egg. After Fuli and Kion obtain her scent, they race away.
As a storm starts to brew, Kion notices a mudslide near the aardvark dens. With a herd of red rock hares hiding away in the dens, the Lion Guard quickly round up all of the hares, only to notice one hare still left inside. Kion takes it upon himself to rescue her, and is ultimately smothered by the thick mud. After a few seconds, he breaks through, and places the hare with the rest of her family, before returning to their original task of tracking down the hamerkop mother.
With the storm cleared in their area, the Lion Guard are able to find the hamerkop nest, with Bunga offering to check it out first. Although at first they are unable to find her, the mother, Kulinda, soon flutters down to the nest. Kion questions her on why she needed Ono's nest when her own was so impressive, but Kulinda explains how it wasn't ready at the time. She then begins to panic in case something has happened to her egg, but calms down when she discovers that the Guard are only there to guide her back. Once Kion has called for Bunga to follow, the Guard make their way back. Soon, Kulinda and the Lion Guard have made their way over to Ono's nest. Kulinda is horrified to find that the egg has hatched, but the baby is missing. She starts crying out, and soon, her baby returns to her. They start dancing which enchants the Guard, until Ono arrives, calling out for 'his' baby, which shocks them a little. After a while, Ono informs the mother how the hatchling likes to chase insects, but during his talk, she wanders away from them. Ono notices her near the river edge and, despite Fuli's speed, she is unable to catch him in time. Kion assures her that it's not her fault, and they start racing down the river. Before the hatchling falls off the waterfall, Mpishi returns and swipes her away. Angry at her return, Kion and the Guard follow the birds from below.
The Guard become frustrated when they learn that Mwoga is assisting Mpishi, yet they are unable to help. After Bunga uses a tree to leap on the vulture's back, Mwoga falls to the ground, and Kion agrees with his suggestion of returning to the Outlands.
Eventually, Ono and Kulinda manage to save the youngster, and return to the ground, where Kulinda announces that she will name her daughter after Ono -
Ona. Ono, Kulinda and Ona then start to use a bonding dance, which Kion finds to be adorable.
The Lion Guard patrols the Pride Lands, each assisting different Pride Landers. They escort a group of hyraxes to a watering hole. Soon Ono informs Kion's of an atagck upon Ma Tembo's Herd, and Kion and the Guard rush into action.
When they arrive, Bunga urges Kion to Roar at the hyenas, but Kion refuses, not wanting to harm the elephants. He devises another plan, and leads the Guard towards the scene, Kion angrily leaps in front of Janja, and the hyenas stop in their tracks. Janja tries to introduce Nne to Kion, as he makes his getaway, but Kion growls at Nne causing him to run. He orders the hyenas to leave, and they do so.
Kion approaches Ma Tembo, and questions upon the safety of herself and her herd. Ma Tembo assures him, and Fuli stats's her disbelief that the elephants could be attacked. Ma Tembo sympathizes with the situation of the hyenas, to which Kion responds by stating the better chances they'd have if they respected the Circle of Life. Ma Tembo reminds Kion of the hardships of the Dry Season, as she hasn't found a water source. She explains that she'd never led a search before, and it was harder then expected to hear underground water, even without attacks. Beshte states her safety to continue searching, and her herd agrees. Ma Tembo agrees, and embraces Kion, confessing that the responsibility of caring for others during the Dry Season was more than she expected. Kion sympathizes with her, and upon their departure, sends Ono after them. He sends the Guard ahead of him to the Lair, and summons his grandfather.
After Mufasa questions him, Kion expresses his concerns. He and Mufasa talk about the hardships of both seasons, and Kion promises to keep the Roar under control. As he is leaving, a young mandrill named Makini emerges from the bushes, startling him. Makini introduces herself, and states her knowledge of Kion speaking with Mufasa. Kion quickly shushes her, explaining that Rafiki's abilities must be kept secret. Ono arrives, and tells Kion of the reappearance of Janja and his clan, who are targeting the baboons that have begun to follow the elephants. Kion bids goodbye to Makini, and follows Ono.
He regroups with the Guard, and Kion instructs Ono to lead the baboons and elephants to a canyon, which would trap the hyenas. He climbs up to a cliff, and prepares to use the Roar. Before he can, Fuli draws his attention to the darkening storm clouds above them, Kion calms down, and uses the Roar. He questions the baboons, and Ono explains that the baboons always follow the elephants to new water sources in the dry season. Ma Tembo confirms Ono's statement, and Kion asks if she's okay with it. Ma Tembo states her responsibility and role in the Circle of Life. Kion wishes Ma Tembo luck on finding water, and the Guard leaves. Beshte expresses his wish to do something to help, and Kion agrees, but reminds them of Ma Tembo's responsibility as a leader, and their own of defending the Pride Lands. He glances back, and notices the large crowd surrounding Ma Tembo. Kion then decides to inform his father of the situation.
As Kion and Simba walk together, Simba sympathizes with his son, and reminds Kion that Ma Tembo was the one with the ability to locate water, and they couldn't do much to help. Kion states his knowledge of the feeling of becoming a leader, and dealing with the new responsibilities, Simba agrees with him, and they state their acceptance of their own Path of Honor.
At Pride Rock, Kion meets up with the rest of the Guard in the Lair as Rafiki introduces Makini. Rafiki asks Kion to assemble the rest of the family, and Kion rushes out. As Kion and his family wait on Pride Rock, Nala expresses her eagerness to meet Makini, and questions her son. Kion responds that the young mandrill is very talkative. Kiara questions upon the success of Ma Tembo's search, and Kion sates the results of Ono's latest report. Kiara asks her parents for permission to help Ma Tembo, insisting upon trying when Kion reminds her of the probability of being unable to. As Simba and Nala agree, Makini eagerly approaches the group, after introducing herself, asks to accompany Kiara. An irritated Rafiki arrives, and scolds Makini, stating that he was supposed to do the introduction. When Tiifu and Zuri question it, an annoyed Kion explains what Rafiki meant. Rafiki officially introduces Makini, and Kion watches as his parents greet her with warmth. Simba and Nala give their blessing for Makini to accompany Kiara, and Kion wishes his sister luck.
A little later, Kion and the guard is alerted by Makini that Janja and the hyenas took Kiara; Makini blames herself for what happened, but Kion comforts her by saying she can't blame herself for what Janja did and he leads the Guard away. He is told by Ono that the hyenas are taking Kiara to the Outlands. The cub figures out that Janja wants something from him or his dad. Bunga assumes that the rescue will be easy but Kion reminds the honey badger that he can't use the Roar on them if Kiara is surrounded, so Kion plans to lure the hyenas away while the others rescue Kiara. He enters the Outlands and comes face to face with Janja and announces that he came for his sister, but the hyena doesn't want to let her go because he has demands. When he asks what the hyenas demands are, all Janja says is that he wants Kion and the Guard to leave them alone to which the cub finds a terrible idea and, when, Ono reports back saying that Kiara is safe, Kion says to Janja that he is beaten again.
But, Janja doesn't let that phase him and he firmly claims that they'll keep coming after everyone Kion cares about and there's nothing he can do about it. Giving in to his anger, Kion lets loose the Roar of the Elders causing the volcano to erupt. Although he and Guard make out of the Outlands to safety, Kion feels disappointed with himself because he let the hyenas get to him and used the Roar in anger. Fuli comforts him saying that they all made it out okay, even Kiara, and Kion takes pleasure in that and also that nothing else happened (unaware of the evil that was unleashed).
Kion and the Guard meet up with Ma Tembo again who is still searching for water and once she finds the water source, the Guard helps with the digging and spring water comes out. Kion praises Ma Tembo for a good job and Ma Tembo thanks him and reminds him that despite going through the frustrations of being a leader the important thing to do is never quit and Kion watches with joy as the Pride Landers drink.
As the Lion Guard rushes after a herd of stampeding antelope, Ono notices a canyon ahead of them, and alerts the rest of the Guard. Kion agrees to his suggestion, and the Guard drives the herd into the canyon, accidentally awakening Makuu's Float, who are hibernating close to the canyon. After the herd has calmed down, Bunga notices Makuu, and Kion questions him. Makuu explains the predicament, and Ono realizes he is at fault. Hearing this, Kiburi threatens Ono, but Ono is defended physically by Kion and verbally by Makuu. Ono and Makuu explain the reason crocodiles sleep during the Dry Season, and Kion offers to take the matter up with Simba. Makuu agrees, and instrusts his float to remain behind whilst he speaks with Simba. Kiburi attempts to protest, but backs down under Makuu's intimation.
At Pride Rock, Kion listens as Makuu and Simba discuss the situation, and Simba promises to help the crocodiles. Ono frets about the possible punishment that he will receive, and is comforted by Beshte and Fuli. Kion calls Ono over and suggests sending him out to find a source of water that isn't overcrowded, and Simba agrees to the plan. As Ono is scouting the Pride Lands, he notices the crocodiles spreading themselves out, and reports back to Simba, Kion, and Makuu.
As Makuu had previously stated his desire for peace, Simba angrily questions him, and Makuu assures him of the disobedience of his crocodiles. He attempts to leave to handle the situation, but Simba stops him, requestng that the Guard deals with the issue, whilst they negotiate. Makuu agrees, and the Guard departs. When ths Guard arrives, Kion attempts to stop Kiburi from hurting a group of impalaa, but Kiburi refuses and jumps onto Kion. In the midst of the fight, Makuu arrives and scolds Kiburi for disobeying his orders. Simba explains that they have a found a new source of water for the crocodiles to live in and asks the Lion Guard to take Makuu's Float to their home for the Dry Season. Once they've arrived, Kiburi scoffs at the condition of the watering hole, and Makuu attempts to reason with him. Kiburi is appalled by Makuu's demeanor, and challenges his leader to a Mashindano. The Guard and the crocodiles are shocked by the announcement, but Makuu calmly accepts Kiburi's challenge.
As the animals watch the Mashiandano, Ono flies into the air, and notices three crocodiles leaving, and quickly reports back to Kion, who tells him to watch the situation, and informs the rest of the Guard. Ono deduces that the crocodiles are attempting to ambush Simba, and he rushes to relay the information to Kion. Just in time, the Lion Guard arrives and stops the crocodiles' efforts, with Kion pinning down Tamka. Simba overhears the commotion behind him, and arrives at the scene. He questions Kion, and Kion assures him that there's no longer a problem. Simba realizes the plan, and states that someone else must've been behind the plot.
Meanwhile, upon noticing Simba's absence, Kiburi backs out, and reveals his plot to the gathered animals. Simba approaches, and Kiburi responds with confusion to his presence. Kion states the involvement of the Lion Guard, and Makuu informs Simba of his innocence. Simba's assures him, and passes the task of punishing Kiburi and his followers to Makuu. After Makuu banishes him from the float as per the rules of the fight, Simba banishes him and his followers from the Pride Lands completely.
Later, Simba and the Guard watch Makuu's Float settle into their new home, and Kion attempts to assure Ono of an apology being unnecessary. Ono insist, and approaches Makuu, and issuing a formal apology for waking them in the first place. Makuu receives Ono's apology, and forgives him. When Simba asks if this is the new crocodile way, Makuu tells them that maybe it is. Kion states that he could get used to this new way, and Ono agrees.
Thurston's Herd are stuck in the mud, and the Lion Guard soon arrive to help them. After Kion tells Thurston not to panic, Beshte reminds him that they need to get the zebras out quickly, before the sun dries up the mud too much and they become even more stuck. The lion cub decides that all they need is a dark cloud and he can use the Roar to get some water. When Ono locates one, he uses the Roar of the Elders to make it rain. The rain loosens the mud, and Thurston is able to get loose. But the rain is more than expected, and it starts to cause the river to overflow. With some zebras still stuck, Kion orders Beshte to block the water while he and the rest of the Guard free the other zebras.
After the rain dries off, Kion sees to the zebras. After they leave, Kion turns to congratulate Beshte on a job well done, the Guard soon notice his absence. They conclude that the hippo must have been swept away by the water. With even Bunga starting to worry, Kion orders Ono to search for Beshte from above. The egret does as commanded, moving along the path of the dried up riverbed, while the Guard search below. It doesn't take long for them to realize that he would have ended up in the Outlands.
Ono reports back to Kion, stating that he was unable to locate Beshte. Kion is upset at the thought of Beshte being all alone due to his actions. Remembering that Beshte will be the only hippo in the Outlands, he perks up and asks Ono to check for hippo footprints, since Beshte will be the only hippo there. Ono does so, and Fuli then suggests tracking him by scent. After pushing Bunga behind them, Kion and Fuli start to track Beshte, flinching at the sound of Bunga's cry. Kion and Fuli struggle to pick up the scent, due to the water washing it away. But Ono eventually finds his tracks leading into the cave, and directs the Lion Guard to the cave. Knowing that Beshte would have gone in there for shelter, the Guard enter. They find Beshte trapped at the end, with the hyenas attacking from an opening to Rocky Plateau. The Guard swiftly leave, and follow Ono and Fuli up to the hyenas. As soon as they reach the top, Kion immediately notices a large rock about to topple over. He calls Fuli to stop it while he corners the hyenas. Janja claims not to have known the hippo was a member of the Lion Guard, but Kion sees through his thinly veiled lie and, when Janja gets close to the edge, the cub uses his Roar of the Elders to send the hyenas flying. With the danger over, Bunga leans against the large rock, toppling it over completely. Much to their relief, Beshte arrives, having finally cleared a pathway up to them.
Back in the Pride Lands, Kion apologizes to Beshte for causing the problem in the first place. Beshte is understanding, despite getting sunburned in the process. When Beshte notices a mud pool, he quickly leaps into it and covers his friends in mud, much to their amusement.
A fire rages in the Savannah, and the Lion Guard are quick to deal with it. Kion orders Fuli, Bunga and Beshte to keep digging while Ono keeps an eye on Thurston's herd from above. They focus on getting the fire to die down first, but when the flames start to grow, Kion commands Beshte to create a new trench while they surround the flames whilst staying back at the same time. Noticing the fire spreading, Kion calls to Beshte to get out of the way. As the fires hit the trench, they settle. Ono confirms that there's enough grass leftover, but the zebras are still stampeding, so the Lion Guard leave to calm them down.
With the herd calm, Kion asks Thurston what he saw. Given his analysis, Ono comes to the conclusion that what they saw was dry lightning. Kion tells them that they can return to grazing, but when the herd start to move in the wrong direction, Kion suggests that Ono guide the herd back to their grazing grounds. Once they have left, they discover Rafiki in a tree nearby, meditating. When they ask why he's there, he explains that Makini is still training, but he needed to escape the noise from the new neighbors. The Guard decide to see what they can do about it.
When they arrive, they see Makini, Chama and Mzaha cheering Furaha as he beats his bug eating record. When Bunga leaves to join them, Kion notices the problem, and Fuli refers to the trio as 'three Bungas'. They discover from Chama that they were kicked out of their herds. The Guard offer to take them home and Rafiki insists, telling them that it's their part in the Circle of Life, which prompts them to return. After Ono lands, the Guard are given an animal to return home, with Kion and Bunga leading Chama away.
Kion and Bunga take Chama home, with Kion speaking with Ma Tembo about letting him back into the herd. She explains that he was kicked out because he was being a disruption to the herd. Kion asks her to give him one more chance and she does so, but only because it is he who is asking it of her. She gives Chama one last chance. Their job done, Kion and Bunga take their leave. As they head off, Bunga belches, causing Chama to burst out laughing and disperse the sand he had stored in his trunk all over Ma Tembo. Kion suggests just one more chance.
The Guard regroup, but Ono soon notices more dry lightning in the distance. Ono suggests they check the watering holes first, since it isn't safe to be near water during a storm. The Lion Guard race away.
In an enclosed watering hole, Zito and two hippos enjoy a drink of water. The Lion Guard arrive to lead them to safety after explaining how dry lightning works. But before they can leave, a lightning strike sets fire to the surrounding plains. Kion asks if Zito can spray them a path out, but after he tries, he states that there's not enough water. Ono soon notices that Rafiki's Tree is on fire, but when asked by Kion to check if they're okay, he is unable to see due to the smoke.
Kion urgently calls for Beshte to move a rock over to use as a path. He does so, and the animals quickly escape, with Kion ordering them to stay behind him. He uses the Roar of the Elders to push the fire away and, after receiving the animals' thanks, they race over to Rafiki's Tree, where they find Rafiki and Makini safe, and Chama, Mzaha and Furaha working to stop the fire. After checking that the mandrills are okay, the Lion Guard join in, stopping the fire.
After the fire has been put out, Rafiki thanks both the Lion Guard and the trio of friends, and offers his three saviors the opportunity to live next to his tree, if they can be a bit quieter. They politely decline, having found a place for their family to live near Big Springs. Kion questions the 'family' part of their words, and they inform them that they consider each other family.
Later, Kion watches Makini paint at Pride Rock. He is amazed by her ability, as she paints a picture of him and his family.
On a clear day in the Pride Lands, the Lion Guard try to stop a herd of buffaloes from stampeding. But Tsetse Flies pester them continuously, making their efforts difficult. When Ono mentions that they dislike the water, Kion orders him to find the nearest watering hole. He does so, and they lead them there, forcing Thurston's Herd to move. Shortly after landing in the water, they hear a cry for help from Mbeya, who has become the flies' latest victim. The Lion Guard race off to deal with them. They help the rhino out and decide to escort him to a watering hole to wash off the flies.
Along the way, Thurston and his herd stop them and the flies vanish, and Ono remembers that the flies do not like zebra stripes. This gives Kion an idea, and he and the Lion Guard decide to escort zebras - and Mbeya- to a new watering hole. With the zebras at their side, the flies do not return to them. The group all return to the watering hole, where Thurston shows off how he earned his stripes.
As they are listening, Madoa arrives, informing the Guard that Jasiri, Tunu and Wema have been trapped by Janja's clan. The Guard follow Madoa but are beleaguered again by the flies. When Thurston catches up to them and the flies disappear again, Kion has an idea, and asks if he could help them to get there. Despite hearing about the danger, Thurston agrees after Beshte suggests that he could earn another stripe on his backside. Although Thurston starts to lead them the opposite way, he finally starts to follow Madoa after Kion explains how they are following her this time.
When in the Outlands, Kion notices the absence of the flies. Ono confirms that they don't like areas without vegetation, and so the Guard thank Thurston for his help, telling him he can go home. They are relieved to hear that Thurston wasn't too keen on tackling the task anyway, and Kion shows him the path home. Once he has left, he suggests that Madoa leave as well, to keep the rest of her clan safe. She thanks the Guard and takes her leave. They start to move but stop when Thurston returns and asks them again which way is home. They direct him home once more and continue, unaware that Thurston has gotten turned around and is following them into danger.
The Guard call out to Janja's clan and, after a quick exchange of words, the two groups engage in combat. Kion and Janja tackle one another for a while, but the hyena gets too close to the vent and burns his tail. Kion asks if Jasiri is okay to which she responds that she is, though admits wanting a little help. As Kion considers his options, Beshte knocks Tano away from a nearby rock where he intended on pouncing on the cub. Kion gets an idea, and asks Beshte to take care of it while he and the Guard continue fighting. Kion defeats Nne, and the Guard cause all but Janja to retreat. Although he is adamant that he has won, Jasiri and the cubs return, willing to fight alongside the Guard. Outnumbered and defeated, Janja leaves, warning Jasiri that it isn't over.
Jasiri thanks the Lion Guard, but also voices her concerns over Janja. She is certain that it was more than just a turf battle. Kion believes it to be the fault of the Dry Season, since it causes animals to do crazy things.Jasiri soon decides to take the cubs home, and says farewell. As they leave, the cubs also express their thanks. The Lion Guard make their own way home, with Thurston in tow.
Back in the Pride Lands, Kion and the Guard thank Thurston for his help, but Thurston takes their words the wrong way, and believes that they are inviting him to be a member of the Lion Guard. Before they can correct him, he announces his new status to his herd. They decide not to correct him, since they won't be hanging around with them. But the flies return, prompting all but Bunga to ask the zebras if they can hang out.
In Mizimu Grove, Ma Tembo is ordering her herd around in preparation for the upcoming Ukumbusho celebration. As they prepare, the Lion Guard enter the grove, followed shortly by Makini. While Makini prepares the paint for the event, Ma Tembo speaks with the Lion Guard, asking if they are ready. While Kion is enthusiastic, the rest of the Lion Guard lack his spark, though agree nonetheless. After Ma Tembo directs them to a place where they can rehearse, they begin.
After Kion starts by impersonating Askari, he prompts Fuli to continue. But with Fuli unable to get the feel for the character, Ma Tembo starts to intervene. Timon and Pumbaa arrive to help, though Ma Tembo suddenly remembers that previous Lion Guards have always been lions. Although the Guard can't do anything about this, Makini offers to paint them to look like lions, and soon does so.
After Kion assures his friends that they look great in their new setup, Timon and Pumbaa step in to assist the Lion Guard with their lines, assuring them that they know more about how lions act than anyone in the Pride Lands, having raised Simba. Kion tries to protest, but is silenced by Timon. The Lion Guard then resume practicing a scene involving the Branch of Peace, but Timon becomes frustrated as it prevents them from clearly speaking. Pumbaa suggests declining the branch during the show, but Kion disagrees, since it is vital to the show.
Suddenly, Kion overhears tensions rising nearby, and discovers that Makini has run out of yellow paint after painting the Guard. With Zito and Ma Tembo becoming frustrated, Kion suggests letting Makini find some more paint. Although Zito is still angry at Kion for not caring about tradition, Ma Tembo has faith in him, and allows Makini to locate some new paint made from some yellow flowers.
Soon, Simba arrives with his family, and the event begins, with the Guard singing "May There Be Peace", and telling the tale of Askari, the first Lion Guard leader, and how he brought peace between the elephants and lions, agreeing to protect each other and everyone who obeys the Circle of Life. The event runs smoothly, until a swarm of bees suddenly arrive, chasing the elephants away.
With everyone trying to avoid being stomped on, Kion leads the Lion Guard away to stop the elephants from causing accidental damage. Unable to calm them, they question another group of elephants who have stopped stampeding along the way. Fuli is quick to notice that the elephants that aren't being harassed by the bees are those that were not in the show, and Kion exclaims that they need to wash the paint off the elephants, since the bees are after the pollen from it.
After getting Fuli to move Vuruga Vuruga's Herd, they notice Mtoto spraying dirt onto the bees. Kion suggests getting Fuli to direct Mtoto's spurts onto his paint and she does so, causing the bees to leave. With the other elephants heading towards Sehemu Pass, the Guard follow Ono's shortcut to beat them there.
When Ma Tembo gets stuck as expected, Mtoto spurts dust onto her head, removing the paint and the bees in the process. After Beshte moves her out of the way, Mtoto and Ma Tembo repeats the process on Zito and Johari. Noticing that his mother is still missing, Ono locates her on Mapango Cliffs. The Lion Guard (and Mtoto) quickly race away to save her. When they arrive, Kion prevents Mtoto from heading up, fearing the weight will bring the cliff down. Instead, Bunga bounds up, and ultimately saves his mother from falling.
Back at Mizimu Grove, Ma Tembo apologizes to Simba and assures Makini that it wasn't their fault. Makini suggests finding more yellow paint to try again, but Kion suggests trying it without anymore paint. Ma Tembo is hesitant to break with tradition, so Simba suggests looking at it as starting a new tradition. Ma Tembo agrees, Mtoto removes the paint from his mother, and the new Ukumbusho begins.
The Lion Guard notice Janja's clan stealing some Tikiti Melons intended for the elephants during the dry season. Kion pushes Janja aside, reclaiming the melon. With the hyenas gone, the Guard agree to stick around for a while in case they return.
With Bunga growing bored, Kion reminds him that it's their duty to keep an eye on the melons, considering their importance in the Circle of Life. Suddenly, Ono notices a scuffle, and the Lion Guard make their way to the source. When they arrive, a monitor lizard, named Kenge, is causing havoc. He willingly engages in combat. Kion leaps onto his back after he bites Fuli, but he is effortlessly thrown aside and bitten on the leg. Kion soon collapses, unable to move his leg. After Bunga frightens Kenge away, Ono explains how their legs has been paralysed from the poison, but assures them that it will wear off, although he doesn't know when. Ono then flies away to get help from Rafiki.
However, it turns out that Rafiki is away, so Makini arrives to help. Before she can get started, Ono notices that Kenge and the hyenas are working together. They have no choice but to send Ono and Bunga to stop them while Makini gathers Ponya Flowers to heal their legs faster.
Makini gives each of the wounded Guard members a flower crown, suggesting that they wear it, smell it and eat them, just to be sure. But when Ono and Bunga return, they discover that Ono's wing was bitten, and they ask Makini to go with Bunga to save the melons. With the enemies moving through Embamba Canyon, Kion devises a plan for them to use.
Once their legs have healed, the other Guard members meet up with Bunga and Makini at Embamba Canyon. Kion uses his Roar of the Elders to send Kenge and the hyenas flying back home. With the danger gone, the Lion Guard start rolling the melons back home.
Beshte arrives just in time to save Timon from falling to the ground from the top of a decorated acacia tree, arriving at the same time as Kion, Fuli and Ono. They wonder what Timon, Pumbaa and Bunga doing, and Bunga explains that it's Christmas. He and his uncles start to explain a bit more about the tradition, including how a mysterious character known as Dandy Claws is also said to appear and give presents to others. They sing about Christmas in the Pride Lands, but after the song, Timon admits that Dandy Claws will never come, since he requires a special song to be sung at the bottom of the Christmas tree on Christmas morning. With Bunga and Pumbaa unable to cheer Timon up, the Lion Guard decide to continue their patrol.
Noticing Bunga is upset, Beshte coaxes the reason out of him, and he tells them how he wishes he could make Dandy Claws appear to make Timon and Pumbaa's Christmas truly special. Kion suggests that maybe they can, and reminding his friends that the Lion Guard can make the impossible possible, persuades them to agree. After listing everything needed to the Guard, Kion is certain they can do it if they split up.
Kion speaks to his family about performing and even requests that his sister gets her friends Zuri and Tiifu involved, though Simba is hesitant. After both Kiara and Nala do a bit of persuading, he eventually agrees, if only because he feels that he owes it to Timon and Pumbaa for all they have done for him throughout the years. Kion wishes his family a Merry Christmas before leaving to get the rest of the job done.
That night under the Christmas tree at Hakuna Matata Falls, Simba, Nala, Kiara, Tiifu and Zuri arrive, and Kion guides them to the rehearsals in a nearby canyon. With Bunga struggling to organize the group and with none of the animals even remembering Dandy Claws to begin with, Ono states that it's going to be a long night.
Sunrise comes, and whilst Kion is impressed, Bunga believes that they need more time. The animals are certain that they won't be able to memorize it and start to leave. Bunga is crestfallen, but Kion calls for the animals to stop. Simba returns, asking what is so important about Christmas. Bunga explains that he just wants to make his uncles happy as his way of saying "thank you" for all the things they have done for him, and Simba accepts this as a good answer, calling for everyone to try again.
A little later, Kion waits for Bunga to get Timon and Pumbaa. When he does so, he sings "The Twelve Ways of Christmas" with the rest of the Guard. After the performance, Timon and Pumbaa break down in tears of joy, thanking everyone for their efforts. Although Bunga is upset that Dandy Claws never arrived, Kion and the Guard become excited when they see a character dressed up with a white fluffy beard. However, it turns out to be Pumbaa, just acting for Timon. Timon is touched, and expresses his gratitude to be surrounded by such loving friends and family. Impressed by how well the day turned out, the Guard all agree that they should celebrate Christmas every year, and wish everyone a "Merry Christmas".
After getting his horns trapped in a tree, Bupu listens to the Lion Guard's suggestions on how to get himself free. Kion suggests breaking the branch off, and Bunga begins without waiting. But as they try to remove the branch, Nyuni appears, having nested at the end. Kion asks if he would be willing to leave, but Nyuni refuses. The commotion draws the attention of Zazu, who announces that he'll be putting the situation into his Morning Report.
Kion then has an idea how to satisfy both Bupu and Nyuni. The branch is broken off, leaving Nyuni's nest on the tree branch, allowing him to view more of the Pride Lands along the way. After Bupu leads his herd away, Zazu praises Kion for his original idea before departing. Fuli comments on how Zazu enjoys getting into the business of others, and Kion tells her that it's job, asking if she remembers the time he told her to slow down as a cub, when he and Bunga were with the crocodiles.
They start to reminisce, with a younger Kion and Bunga running through the Pride Lands before being stopped by Zazu, who reminds him that Kion was supposed to stay put. Kion tells Zazu that they're on an adventure, but Fuli cries out and speeds past before he can continue. When Fuli won't slow down for the hornbill, he takes off after her, allowing Kion and Bunga to continue, with Zazu unaware that the pair have left.
The pair of friends run into a lake, where Pua's float are resting. Kion is cautious, but Bunga proves to Kion that he's not afraid, by stepping forward and ordering the crocodiles to move aside for them. Makuu and Pua wonder who the cubs are, and, when even Kion warns the float against messing with them, Pua orders them to leave. Makuu asks if they meant to challenge him and Bunga replies that he will, and straight after asks what 'challenge' means. The crocodiles surround the cubs, and despite Kion's best efforts, he is unable to ward off the crocodiles.
Zazu confirms that Kion is the King's son, much to their surprise. But Makuu also states that they initiated a challenge, and Pua backs his float member up, telling him of how Simba respects the crocodile ways. Zazu also confirms his respect for their ways, and leaps into Makuu's open mouth, telling the crocodiles that he is responsible for Kion and will take his place. Seeing his bravery, Pua allows Zazu to live, and warns the cubs not to come to their area again. Zazu then ushers Kion and Bunga to leave before Pua changes his mind.
Back in the present, Fuli remains unimpressed, despite Kion's enthusiasm.
Later at Pride Rock, the Lion Guard learn from Simba that Zazu missed the Morning Report. Due to such uncharacteristic behavior, the Lion Guard leave to locate Bupu and Nyuni, who have not seen him since. Not wasting anymore time, Kion orders Ono to scout the skies, and for Fuli to track his scent. Bunga also chimes in, by calling for him loudly.
Ono locates some feathers, and guides the rest of the Guard over. Fuli confirms that they belong to Zazu, and they find more a little further ahead. Although Bunga considers the possibility that Zazu is just molting due to old age, Kion discovers hyena tracks leading to the Outlands. They immediately take action and head off to rescue him.
They locate Zazu just in the nick of time, with Kion taking on Janja. When Zazu's rib cage prison rolls down a slope into the lava, Kion quickly swipes Janja aside and uses the Roar of the Elders, directing it into the lava and creating a small opening for Zazu to land in. When the hornbill arrives back on dry land, he thanks Kion for saving him. With the hyenas retreating, the Lion Guard take Zazu back to Pride Rock.
Back at Pride Rock, Zazu is about to impart the Morning Report to Simba and the Lion Guard, even though night has descended. Zazu is disappointed at his tardiness, but is assured that he's not at fault. Fuli even extends her thanks to Zazu for saving her and states that she owes him one, but the hornbill returns the gratitude. Kion, however, claims that they are now even, reminding him of the day he saved him from the crocodiles. Zazu remembers that day, but doesn't wish to reminisce for too long, and hurries along with the Morning Report.
When a drought hits the Pride Lands, the Lion Guard try to settle Twiga's Herd and Vuruga Vuruga's Herd, with the two animal groups showing concern at the dwindling watering hole. With tensions rising, Kion takes the Guard to his father, to see if he has had any luck in finding a solution.
He reveals that he has, and asks them to enter the Back Lands to find a zebra named Dhahabu, and ask if they can share her water, and to perhaps see if there's anything they can do in return for them. Kion assures his father that they'll complete their task, and leave.
The Lion Guard proceed into the Back Lands, where they are greeted by Makucha, who is angry at their intrusion. He warns them about being present in his territory, before attacking Ono. Beshte tackles him, and Kion informs the leopard that they just want to pass. But Makucha still refuses, and engages in combat. But the leopard effortlessly defeated by Kion and the Guard, and finally allows them to pass, warning them not to come back.
As they continue, they notice a shaking bush, which they believe to be Makucha again. But to their relief, it is a pair of zebrasiblings. Fuli assures them that there's no need to "panic and run", but the pair instead reply that they prefer to "frolic and romp", before doing so around the Lion Guard. Kion tries to stop the zebras from their routine, but only succeeds when using a stern voice. He asks if they know Dhahabu and if they can take them to her. Although their response is 'yes', no other action is taken, until Kion re-words his request to "will". They then excitedly guide them through a bush, telling them to be ready for the "Fabulous Dhahabu".
After her introduction, Kion introduces himself and the Lion Guard to Dhahabu, only to be interrupted when she mistakes the purpose of a Lion Guard. He again introduces the Lion Guard to her, but is interrupted again when she learns that they have come from the Pride Lands. She asks them to prance with her, and they oblige. They follow, and decide that it would be best for them to befriend her first.
She presents to them Dhahabu Grove, describing it as the happiest place in the Back Lands. Kion is impressed, and Dhahabu explains how a good leader keeps everyone happy in exchange for their love. Kion brings up his own father and how good of a leader he is too, which leads him to the all important question. Dhahabu is hesitant, but the two zebra siblings are excited at the prospect of meeting the Pride Landers and two beg her to allow them access. Since she is still hesitant, Kion offers to do something in return. After a quick think, Dhahabu requests a Tamboa Plant, their favorite food. She is shocked when they accept, and trots away happily. Kion turns to Ono for more information, who is sceptical that they'll even find one in time.
After hours of searching, Ono manages to locate one, but it's far away. The Lion Guard continue nonetheless, across a narrow path on a mountain. Kion is fearful when Bunga nearly falls off a ledge, but relieved when Fuli saves him. They continue to an opening surrounded by thorns. Beshte has the idea to charge through them to create an opening, allowing the Guard a safe passage. At the end of the path they discover the plant, which is a lot larger than they expected. Failing to pull it out, the Guard resort to digging it out, with Beshte being the only one strong enough to carry it.
They deliver the plant to Dhahabu, who is shocked that they actually found one. Kion asks if they can see the watering hole, and the zebra siblings happily volunteer. But Dhahabu refuses to let them do so, and suddenly states that the deal is off. When the pair argue with her, she also denies them access, as well as the rest of her herd. Sensing something is amiss, Kion sends Ono to check on the watering hole, and the egret reveals that it's empty. With her herd feeling betrayed, they abandon Dhahabu.
She reveals to Kion that she noticed the missing water a few days ago, but had no idea where the water had vanished to. She didn't wish to tell her herd as it would make them unhappy, and she chose to wait, hoping that it would fill itself back up. Kion tells her that a good leader tells the truth even when it's bad news, and that a good leader tries to help when there's a problem. He offers to help see if there's anything they can do, and asks again if she will share the water should they be successful. She agrees with great enthusiasm, and they make their way over to the watering hole.
When they arrive, Kion asks if she has any idea why it may have dried up. She explains that there used to be a waterfall, and Ono is sent to investigate. He reports back that a rock slide has blocked the water above. The Lion Guard start to move, showing no concern over Dhahabu's warning of the area being leopard territory. She insists that she joins them, to be a good leader. Although Kion is hesitant, he allows her to join them.
When they find the rocks, Kion sends Beshte to smash the rocks apart. But Makucha appears, refusing to let them take his water. Even though Kion explains that they just want to break the rocks so that the zebras can have some too, he warns them that he doesn't share. Dhahabu approaches him, hoping that her reputation will help them in some way. Instead, Makucha leaps towards Dhahabu, only to be knocked away by Kion's fast thinking.
Kion calls for Dhahabu to take cover, and for Beshte to break the rocks. Makucha then claims to have brought his friends, and three more leopards appear. While Kion takes on Makucha, he overhears Dhahabu calling for Ono to watch out. He swiftly pushes Makucha away to save Ono, and teams up with his friend to take out the other leopard. Defeated, Makucha's friends start to retreat, leaving the Lion Guard to believe that they have won.
But Makucha reveals that he has cornered Dhahabu, ordering them to leave before she gets hurt. With his back turned to her, Kion and the Lion Guard throw a subtle hints to Dhahabu about how a good leader takes care of a problem. Dhahabu realizes what they mean and headbutts Makucha onto a rock. After that, she kicks him into the pile of rocks, causing them to break and return the waterfall. Kion thanks Makucha for sharing the water before he retreats, and Dhahabu tells Kion that the Pride Landers are welcome to her watering hole.
A little later, Kion leads some herds through the Back Lands, where they are introduced to Dhahabu. She approaches them and states that they have to do something before they can enter - "Frolic and romp". The animals happily agree, and enter the water. Dhahabu invites the Lion Guard, and all but Fuli enter to join her. Bunga tells her to lighten up, and Fuli does so by following the other zebras, monotonously chanting "frolic and romp".
When noticing crocodiles sparring in the distance, Kion sends out his Lion Guard to stop them, believing the fighting to be without reason. A gecko named Hodari halts their actions, explaining how the crocodiles are merely training to improve their techniques. Ono dejectedly confesses that he forgot, and the Guard apologize to Makuu.
Just then, Ono notices a herd of buffalo stampeding towards them. Kion warns Makuu, who in turn orders his float to move to higher ground, on a nearby cliff. Although everyone gets away from the herd, their stampeding causes a rockslide. Kion orders Fuli and Ono to calm down the buffalo, while he, Beshte and Bunga assist Makuu's float. When a large rock collapses onto the tail of a crocodile, Makuu swiftly removes the rock to save him, but is hit by another falling rock, injuring his foreleg. With the herd calmed down, Kion asks if Makuu is alright. He responds that his float is safe and that's what matter, but Kion notices that his foreleg is injured. When the crocodiles continuing sparring, the Lion Guard return to their patrol.
A little later, they discover Laini and two other galagos stuck in a tree. Kion directs Beshte to move the log up, while Bunga and Fuli pull out the galagos. Having completed their task, they resume their patrol.
Soon, Ono witnesses Kiburi's float in the distance and the Lion Guard promptly approach him, asking why he has returned. Kiburi states that he's just visiting, introducing them to to their newest member, Hodari. He tries to use this to his advantage, since he is friends with both his float and the Lion Guard, but Kion still orders them to leave. Kiburi succumbs to his order, and leads his float away. Kion, Fuli, Bunga and Ono follow them to make certain they leave.
Concerned about Kiburi's float, Kion leads the Lion Guard to Makuu's float to warn them of Kiburi's recent return. Having done so, they depart. Beshte voices his concerns over Hodari's friendship with Kiburi, so Kion sends Ono to scout the area for the little gecko. Instead of finding Hodari, Ono discovers Kiburi's float fighting against Makuu's float. Although Kion knows that Makuu never wants assistance, he decides that on this occasion, he really needs it.
They approach the battle scene, and start defending Makuu's float from their attackers. When Kiburi pins Makuu down, Kion tries to save him but is stopped by Tamka. Kion begins to fight with Tamka, eventually defeating him. Between Kion and the rest of the Lion Guard, Kiburi's float are defeated. With all of them in front, Kion proceeds to use the Roar of the Elders to send them home.
With Makuu impressed by Hodari's bravery, Kion watches as Hodari finally achieves his dream of becoming accepted into Makuu's float.
Janja's Clan are in the Pride Lands, chasing Twiga and Juhudi with the Lion Guard hot on their trail. Ono suddenly spots Reirei's Pack pursuing some pangolins at Chakula Plains, and the Guard are forced to split up. Kion sends Fuli and Bunga to deal with the jackals with Ono leading them whilst he and Beshte take on the hyenas.
Janja sends Nne and Tano to deal with the pair, but they are quickly pushed aside. But when Cheezi and Chungu arrive as back up, Kion and Beshte struggle to deal with the pair when Nne and Tano return for another go. Beshte asks Kion if he could use the Roar, but Kion refuses to do so in fear that it might strike Twiga and Juhudi. After checking that the giraffes are okay, Kion and Beshte follow the hyenas to make certain that they leave.
The Lion Guard regroup, and watch as the jackals flee into the Outlands. Kion is especially concerned at the events, admitting that they are weaker when split up. When he learns that the jackals surrendered as quickly as the hyenas, his concern grows larger. While Beshte tries to get him to consider the possibility that it was a coincidence, Ono witnesses the hyenas meeting up with the jackals in the Outlands. Bunga does not share Kion's concern, and comments that they need to be in two places at once. His words give Kion an idea.
They locate Tamaa, who is giving a show to the Pride Landers. He fears that they may believe he has returned to his old ways and assures them that isn't the case, and is relieved when he discovers that they're not checking up on him. They ask for his help and he accepts, following them across the savannah to learn more about the plan. When he hears that he will be impersonating the Lion Guard while they deal with another problem he is somewhat concerned, but Beshte assures him that they'll keep him safe.
Soon, Ono discovers the jackals chasing some gazelles. While Ono keeps an eye out for the hyenas, the rest of the Guard and Tamaa take on the jackals. Shortly after Ono leaves, he locates the hyenas stalking Rafiki near Mapango Cliffs. He reports back to the Guard, and Kion calls for Tamaa to distract the jackals until they get back.
The Lion Guard take over from Rafiki, continuing to defeat the hyenas with little effort. Janja retreats into the growing fire, and Ono warns Kion, who enters the flames to search for him. Before Janja can leave, Scar appears in the fire. When Kion discovers Janja, he catches a glimpse of Scar just before he vanishes. Before he can question anything, Tamaa arrives to warn him of Reirei's pack. Kion orders him to reach higher ground, while he and the rest of the Guard regroup.
When Reirei's pack and Janja's clan approach, the Lion Guard refuse to hand over Rafiki, who joins the Guard along with Tamaa. A battle ensues, with everyone chiming in. Tamaa assists Kion by feigning Beshte's voice to Janja as a distraction, allowing Kion to pin Janja down. When Reirei is flung nearby, she calls to Kion, admitting defeat. The hyenas and jackals retreat.
Rafiki thanks the Lion Guard for helping him embrace his inner warrior, but when he turns to see Kion, the cub has wandered off, gazing with concern at a strange burn mark on the ground. Once he is joined by Rafiki, the rest of the Guard join him, only to notice an ominous burn mark on the ground. Rafiki leaves to consult the paintings of the past, leaving Kion to hope that the marking is just a coincidence as he peers down at the ominous burn mark.
Kion, Makini and the rest of the Guard are in the the Lair of the Lion Guard, discussing Scar's defeat at the paws of Simba ahead of the Kumbuka celebration, with Bunga arguing that his uncles Timon and Pumbaa were just as responsible for saving the Pride Lands as Simba. Makini and the rest of the Guard agree that Simba was the true hero, they universally agree that if Scar was still around, things wouldn't be good.
At Pride Rock, many Pride Landers have gathered for the Kumbuka celebration, with Kion proudly standing next to his father. As Rafiki starts the celebration, a scorpion named Sumu sneaks to the top of Pride Rock, and stings Simba on his tail. Simba collapses while Sumu sneaks away unseen. When everyone rushes to his aid, Kion quickly aims to get a reaction from his father, and Simba weakly directs them to his tail. After inspecting the bloated sting mark, Rafiki reveals it to be that of a scorpion. Kion promptly sends Ono to search for one. Ono locates Sumu on his way back to the Outlands, and the Lion Guard chase after him. Kion pounces but misses as Sumu enters a hole which leads to the Outlands. Having made sure that the danger has left the Pride Lands, Kion leads the the Guard back to Pride Rock.
Kion is broken hearted to see his father barely breathing. Rafiki finally remembers the cure, Volcanic Ash, which will pull out the venom. With the nearest volcano being the Outlands Volcano, Kion still offers to retrieve the ash, and the rest of the Lion Guard agree to help. Rafiki hands Bunga a gourd which he promptly breaks, and thus asks Makini to go with them on their journey, handing her another gourd to use.
When they reach the Outlands, Kiburi's float block their path, demanding a fight. Kion, who does not wish to waste time, commands Beshte to deal with them. He does so, using his strength to push them aside. Before they get much further, Reirei's pack approach the Guard. Still desperate to reach the volcano, Kion sends out Bunga, who uses his flatulence to distract the jackals. Finally, Janja's clan enter their path. Although Janja attacks Kion, the cub wishes to deal with them as quickly as they can, without fighting. Ono assists Kion by dragging Janja away, but the leader soon hops back on. When Beshte knocks Cheezi and Chungu his way, Kion quickly orders the Lion Guard to follow him again, despite their exhaustion.
They enter the volcano and Makini swiftly adds the ash to the gourd, attaching it to her staff. Just as they are about to leave, Scar rises from the lava. Kion recognizes his evil great-uncle, but refuses to engage with him, reminding his friends that they need to get back to his father. Scar reveals that he was behind the attack, leading the Lion Guard to work out that the other attacks were planned as well. Scar commends them for their cleverness. The Lion Guard start to leave regardless, with Kion believing that Scar's plan has failed, but the fallen King calls for his army. Suddenly, Ushari, Shupavu and her group of skinks, and Kiburi's float emerge. They approach the Lion Guard and, despite Bunga's eagerness to take them on, Kion leads them the other way, not wishing to waste anymore time. But Janja's clan block their other pathway. When the final path is blocked by Reirei's pack, the Lion Guard realize they are surrounded. As Kenge joins the skinks and cobra, Makini and the Lion Guard start to back away to a ledge hanging over the lava. Thinking quickly, Kion orders Ono to find a way out, but the egret is knocked down by Mzingo and his parliament.
Trapped, Kion resorts to the final option. Scar warns him that using the Roar will cause the volcano to erupt, but Kion responds by telling Scar that he doesn't know as much about the Roar as he does, before using it in a similar manner to how he saved his mother from Makuu's float. He continues to use the Roar on Reirei's pack, and finally, Janja's clan, just before leaving.
When they exit, they notice that Makini has fallen behind, with Mzingo's parliament trying to grab the gourd off her. When Fuli, Bunga and Ono force the vultures away far enough, Kion uses the Roar to send them back into the volcano. When they enter the Pride Lands, Kion notices the sun is nearly down. With only Fuli fast enough to reach Pride Rock in time, Bunga offers to carry the gourd. Kion watches his only hope race away.
When Kion arrives at Pride Rock, he is dismayed to find his father still on his side, with his mother and sister deeply upset. He gently nudges his father, who weakly acknowledges his son. His mother explains that, although weak, Simba will be fine. Kion thanks Rafiki, who reminds him that the Lion Guard deserve just as much of the credit. Rafiki then ushers everyone out, stating that the King needs to rest. As they leave, Kion tells Rafiki that he needs to speak with his father. Rafiki suggests speaking later, so the cub tells him about how they saw Scar, and how he caused the sting in the first place. Worried, Rafiki agrees that, when his father is better, he will need to speak with him.
Kion joins Makini, Fuli, Beshte, Bunga and Ono at the edge of Pride Rock, looking over the Pride Lands. He reminds them of their duty, and states that, although it will be tough, they will defeat Scar.
Kion and Simba are speaking to Mufasa, warning him that Scar is back. Although the problem is beyond his experience, he is certain that, between his son who has already saved the Pride Lands before from Scar and his grandson who is the leader of the Lion Guard, that they can defeat Scar. He leaves them with the message that "the wisdom is within the Pride Lands", leading both lions to believe that he could be referring to an animal. And Simba knows just who he may be referring to.
They return to Pride Rock and locate Makini, who is tasked with finding an animal named Kongwe. Bunga offers his own advice, but the offer is rejected by both Kion and Rafiki. Beshte mentions knowing Kongwe and, when Makini asks if he knows where she lives, he replies with Urembo River, a half-day walk from their current location. When Simba shows concern, Fuli steps forward to offer her assistance, confident that she can get there faster. It is accepted, and Rafiki announces that she will escort Makini. The trainee becomes excited and starts talking, causing Fuli to go on ahead without her at first. The rest of the Lion Guard agree to go on patrol.
With Kion leading the Guard on their patrol, Ono spots four hyraxes running across an unstable stone bridge. Kion orders Ono to direct the hyraxes away from the crumbling bridge and he does so. The cub is also able to save Bunga from being hit with the falling rocks, just in time. With the hyraxes still thirsty and no other way to transport them across, Beshte proceeds to pick up a large rock nearby, and uses the broken bridge to escalate himself and the rock to the sides, creating a temporary bridge. The hyraxes run across safely, and Beshte is commended for the idea of "The Big B Bridge".
A little later, Kion asks Ono to look out for Fuli, Makini and Kongwe. He is unable to see them, but suddenly notices a herd of elands trapped in a wildfire over at the Poromoko Crevasse. The Lion Guard race away to help them.
After reaching the crevasse, Kion asks Ono to guide them to the elands, who are lost in the smoke. Despite Ono's advice, Kion, Beshte and Bunga locate the elands regardless, and guide them away from the fire. Ono suggests getting them into the canyon, and Beshte starts to lead them down. However, a spark enkindles the bushes as he passes them, blocking the path. Ono searches for another way, but the narrowest part of the canyon is still not enough for the elands to jump. Noticing a large rock, Kion asks Beshte to provide another bridge up ahead. He does as requested, and the elands make it across to the safe side.
They converge paths with the rest of the Lion Guard at sunset. When Kion speaks with Fuli, he is surprised to hear her mention the clouds, instead of replying to his question. When they return to Pride Rock, Kongwe confesses that not even she is sure how to defeat Scar. She claims that "it is the patient animal that eats the ripe fruit", which confuses all but Fuli, who translates for the others by saying that what she means is that they will find the solution eventually, and that they just need to look. Kongwe assures everyone that she has seen many things, and that good will always triumph over evil, in time.
Kion and the Lion Guard are taking out the fire in Kilio Valley. After extinguishing the blaze, they announce that Ma Tembo's Herd can finally return home. Suddenly, more flames arrive from the sky and rekindle the valley. Ma Tembo offers her three strongest elephants, Zito, Zigo and Johari, as extra help. She leaves them in the care of the Lion Guard and they get to work. Kion orders Zito and Zigo assist Fuli and Bunga with the fire breaks, while Johari, Beshte, and Ono work on putting out as many flames as they can.
Soon Ma Tembo's herd runs into the Army of Scar. Ono hears Janja laughing and warns Kion that the hyena, jackals, and crocs are attacking the elephants all at the same time. Kion soon realizes that Scar is behind this and the guard goes saves the elephants. When Kilo Valley is destroyed by the fire, Kion tries to find a new home for Ma Tembo's herd. First, they try Ndefu Grove where Laini and the galagos lives. As if to prove his words, Laini greets them amiably. Before Kion can even explain the full situation, Laini gladly welcomes them into her home.
But when the elephants enter the grove, their large size causes them to smash into the trees, knocking Laini and her galagos to the ground. Although Kion temporarily solves the problem by getting the elephants to stop, Ma Tembo realizes that they cause trouble for the galagos, forcing Kion to find them another home. Kion moves the herd to Acacia Grove, where Twiga's Herd live. Since both animals are large and eat leaves, he believes it to be a perfect match. Although hesitant, Twiga accepts the proposal. But before the Lion Guard can leave, Twiga approaches them having witnessed Zito take down an entire branch. Worried that there won't be enough food to go around, Kion assures an angry Zito and his herd that he will find them a new home.
As a last resort, Kion takes the elephants to Bupu and his herd, asking him to let the elephants stay just for a while. Bupu accepts, mostly due to Kion's politeness with the request. Ma Tembo thanks Bupu, and the elephants start to celebrate by spraying themselves with dirt, which also falls on the Sable Antelopes. This behavior is deemed unacceptable by Bupu. Before he can throw them out, Kion asks him just to give him a little time, and leads the Lion Guard away. Kion asks Ono to check on Kilio Valley, to see roughly how long it will take before the elephants can go home. Ono does as instructed, and reports back that the hyenas, vultures, jackals and crocodiles are all there. It doesn't take long for Kion to understand Scar's plan, and believe himself to be the reason it was a success.
While Kion ponders what to do next, Ono notices the elephants being kicked out of their new home by Bupu's herd. Kion approaches the elephants and tries to reassure them, but Ma Tembo has made up her mind and announces that she and her herd will be leaving the Pride Lands. Not knowing where to turn next, Kion leaves the Lion Guard and summons Mufasa. He explains what happened, and Mufasa gives his grandson some sage advice about not doubting him. He leaves by telling him that how he deals with defeat is just as important as how he deals with a victory. Just as Mufasa's spirit vanishes, Ono alerts Kion to a new problem. A fire has broken out in Ndefu Grove.
After checking on Scar's army, Ono reveals that they're too busy fighting, meaning the fire is natural. When they reach the grove, Laini pleads with them to save her galagos. Fuli, Kion, and Bunga locate the galagos in a tree and catch them when they jump. When Kion passes Beshte, the hippo warns him that he and Ono can't put the fire out fast enough. Kion races away to get help, while Bunga and Fuli reunite the galagos with Laini. Kion reaches Ma Tembo's herd and explains the problem. Considering the Pride Landers to be her family, Ma Tembo agrees to help. Haven taken the route through Lake Kiziwa, the elephants arrive and quickly spray the blaze with water dispersed from their trunks. While Kion checks the area, a tree collapses. Zito arrives to save him from being crushed, having finally decided that you don't turn your back on family.
Kion thanks the elephant, and the elephants use dirt to put out the remaining fire, saving most of Ndefu Grove. After seeing them save their home, Laini thanks Ma Tembo's herd, and asks her to live with them. After accepting their offer, Ma Tembo gazes out at her true home, and Kion promises her that they'll get her home back. Although Ma Tembo knows this, she is confident that Kilio Valley is just land, and that they already are home.
The Lion Guard watch over the Outlands, waiting for Ono to return. When he finally comes into view, he is being pursued by Mzingo and Mwoga. Luckily, a failed attacked results in Ono's safe escape. He returns to the Pride Lands and reports that he saw the hyenas on their way to Scar, and that the jackals and crocodiles are still in Kilio Valley. Before they can wonder what Scar is up to, they hear Thurston yelling "panic and run", and his whole herd start to run.
The Lion Guard swiftly leap into action and calm the herd down, questioning his behavior. Thurston reveals that a nearby rock was the problem. Although the Guard can't see anything, Thurston and his herd are firm that the rock was talking to them. Suddenly, Twiga approaches them with a similar problem, involving a talking tree. With Thurston about to panic again, Kion assures everyone that they will get to the bottom of it, and the animals start to leave. The Lion Guard investigate Twiga's tree soon Ono says that something touched his foot and then it disappeared. The Guard followed it around until Ono says that its a Chameleon.
Kion explains that they just want to talk, but at this point, Ono has worked out how she is able to hide from them, and quickly locates her, despite her still being camouflaged. When Ono explains to her that he can see her due to being the keenest of sight, she realizes that they are the Lion Guard, and introduces herself as Kinyonga. When her actions are questioned by Kion, she explains that she ran because they chased her, and how she was trying to be friendly, but forgot about her camouflage. When Bunga is confused by that word, Kinyonga explains how her special ability works. Kion is pleased to meet her, but asks her to be careful when camouflaged to avoid scaring animals. She agrees, and the Lion Guard leave.
As they leave, Kion starts to consider options on how to infiltrate Scar's domain, when Kinyonga overhears their dilemma and offers to help. Kion is at first hesitant, not wishing to endanger her, but she persuades the Guard to let her enter and get information, assuring them that she is more than capable of the task. She departs, with strict instructions to return to the Pride Lands by sunset.
Soon the Lion Guard start to worry. Ono believes that her camouflage will protect her, when Bunga suddenly pops out from behind a clump of grass, having used camouflage himself. Kion asks Ono to take a look, which is when he notices Shupavu and her skinks chasing Kinyonga. He reports back, and Bunga suggests entering the Outlands and taking on anyone they come across. But Kion states that they need to save Kinyonga, not start a battle. He then has an idea on how to enter the Outlands without being seen.
In the Outlands Shupavu and her skinks chase Kinyonga to a dead end. She tries to blend in, but she is too scared, and her colors run wild. Suddenly, Shupavu hears a voice, and the Lion Guard reveal themselves, using camouflage themselves to blend in with their surroundings, with Kion pretending to be an innocent tree trunk. Not wishing to fight, the skinks retreat. Kinyonga is impressed, but quickly explains Scar's plan to the Guard, and how he has ordered Janja's clan to fill up the top of Hakuna Matata Falls with rocks to cause a water shortage. With no time to lose, the Lion Guard return to the Pride Lands.
That night, Janja, Cheezi, Chungu, and Tano arrive at the top of Hakuna Matata Falls, where they set the plan in motion. While Nne and Tano start straight away, Janja orders Cheezi and Chungu to push the biggest rock in. They do as commanded, but after commenting on the rock being 'squishy' Beshte reveals himself. Janja questions what they're doing, and Kion speaks to him, leaving him wondering who spoke. One by one, the Lion Guard reveal themselves, chasing away Nne and Tano completely. When Cheezi and Chungu run past, Kion speaks to Janja again, who recognizes his voice. When Kion reveals himself from some logs, he catches up to Cheezi and Chungu. When Cheezi questions where they came from, Kinyonga appears to tell them that they learned it from her.
Startled by the chameleon, the trio run into the water, to Kinyonga's concern. Kion orders them to leave and they do as instructed. The cub turns to Kinyonga to thank her, but she disappears.
The next morning, Ono reports that he was unable to find Kinyonga. Kion still wishes to thank her again, and hopes they'll find her. Noticing Thurston's herd speaking to the rock from yesterday, the Guard approach it, and discover Kinyonga there, pretending to be the rock and speaking with Thurston. When asked why she left, she explains that she broke her promise not to scare anyone, having sent Janja's clan into the river by mistake. Bunga assures her that, when it comes to Janja and his hyenas, it doesn't matter, relieving her. She promises again not to scare anyone, but when Thurston notices her, he and his herd panic and run. Kion tells her that it's not her fault, and the Guard leave to sort out the herd.
After the Pride Lands are flooded, Kion asks Ono what is going on. Ono explains that due to a blocked waterfall, the river is overflowing and the crocodiles are free to go where they please. Kion remarks that the animals of the Pride Lands are in danger, and Beshte points out that Zuri is trapped with crocodiles around her. Kion adds that it is lucky that the crocodiles cannot reach Zuri, as she is on a rock. Kion decides to talk to Makuu, calling him the "head of the gang". He shouts at Makuu to get his attention and informs him that is is breaking the rules by leaving the territory of the crocodiles. However, Makuu responds that the territory of the crocodiles is wherever the water is. Bunga tells Kion to use the Roar, but Kion, glancing at Zuri, explains that it could blow up the rock. Fuli and Beshte each present an idea to Kion, leaving him to choose.
When Kion chooses Fuli's idea, he declares that the most important thing is Zuri's safety. He points out that if she jumps on some branches near the rock she is on, the Lion Guard could rescue her. However, Fuli observes that the branches are too high, so Kion decides to climb the branches himself. He scales the branches, and standing on one next to Zuri, tells her to jump. She comments that she thought she would be stuck on the rock forever, and he responds that perhaps she is overreacting. After they is safely down, he roars at the crocodiles. Bunga bets that Zuri will want to thank Kion, but he is not sure, replying that Zuri and Kiara treat him like a toddler. However, Zuri does thank him, and he greets her. But when she starts rubbing against him, he is disgusted, announcing that he liked it better when he was not noticed.
When Kion chooses Beshte's idea, he announces that they are to get rid of the crocodiles and save Zuri. Ono asks where he is going, and Kion replies that he is going to the waterfall, as he already knows what to do. They are blocked by floodwater, strewn with rubble. Kion notes that if the falls were unblocked, the river would return to normal. He is able to jump from stone to stone and get across. When he reaches the other side, he comments that the rocks cannot move past a log. He pushes the log away, and as the water rushes forward, he lands on a log with an "Oof!" However, Beshtre arrives, and he jumps onto his friend's back. Zuri is saved because the crocodiles were washed away. Bunga announces that she will want to thank him, but Kion replies that Bunga does not know Zuri. After Zuri scolds him for getting her fur muddy, Kion remarks that Zuri will never change, even if he is a hero.