After the Lion Guard accidentally wakes a group of hibernating crocodiles who become furious that they now have to suffer through the dry season in the Savanna, Scar seizes the opportunity to wreak havoc in the Pride Lands. Common (“Small Foot”) guest stars as Kiburi, an arrogant crocodile. David Oyelowo (“Selma”) and Christian Slater (Disney XD’s Milo Murphy’s Law) recur as Scar and Ushari, respectively.Blair Underwood (ABC's Marvel's Agents of S.H.I.E.L.D) also recurs as Makuu the crocodile.
While trying to stop a herd of sable antelope, Ono guides them into a dead end canyon, where Makuu's float are resting. The stampede causes the cave to tremble, and wakes up the entire float. Although angry, Makuu is willing to listen to the Lion Guard's suggestions. One member, Kiburi, is not so willing, and steps in to make an example of Ono, but he is defended physically by Kion and verbally by Makuu. After the cub suggests speaking with his father, Makuu leaves to speak with Simba and orders his float to stay put until his return. But Kiburi refuses to do so, and decides that the crocodile way is to take the water they need regardless, and the crocodiles follow him out. Shupavu and Njano, having heard this, report back to Scar and Ushari in the Outlands Volcano, who orders them to keep an eye on the situation.
While Makuu speaks with Simba, Ono feels guilt over his actions. Kion suggests that Ono looks for a watering hole for the awake crocs to make up for it, but instead notices the crocodiles already inhabiting various watering holes. He reports back to Simba, who angrily looks to Makuu. Makuu assures him that they are defying a direct order, and since they are close to coming up with a solution, Simba asks the Lion Guard to take care of the stray crocs while he and Makuu finish negotiating.
Kion tracks down Kiburi and the two get into a scuffle, but Makuu arrives and angrily orders him to leave Kion alone. The Lion Guard then direct them to a new watering hole, but the watering hole is cramped and not even Bunga is able to touch the water with so many crocodiles in it. Makuu is still grateful for the compromise, and states that that was their share of water, but Kiburi challenges him to a Mashindano for leadership. Makuu agrees. Having seen this, Shupavu and Njano slither away to report their new findings.
Having heard the report, Scar announces that a Mashindano is the perfect way to cause a disturbance, by getting Kiburi and his crocs to take down King Simba while everyone else is distracted. He orders Ushari to put the idea of Kiburi ruling the Pride Lands into the crocodile's head.
Ushari meets up with Kiburi and does so, planting the idea and scheme into his head. Kiburi, Tamka and two other crocodiles make a plan to attack. When the Mashindano begins, Kiburi fights against Makuu while the crowd watches eagerly. Ono, disliking the violence, flies up only to see the three crocodiles leaving the fight. He reports back to Kion, and the Lion Guard leaves silently, with Ono keeping an eye on them. The egret notices that they're about to ambush Simba from behind and relays the information to the rest of the Guard. Before the crocodiles can attack, the Lion Guard subdue them. Hearing the commotion behind him, Simba wanders over, and soon realizes what they were up to.
With Simba absent from the audience, Kiburi taps out, before proudly announcing that his crocodiles took down King Simba, and that the Pride Lands now belongs to the crocodiles. But when Simba appears, Makuu assures him that he had no knowledge of such a plan. Simba believes Makuu, and states that it's up to him what punishment they receive. But Makuu passes this task to Simba, since Kiburi and his followers were now banished from the float. Simba approaches Kiburi and announces that he and his followers are now exiled from the Pride Lands. Kiburi tries to protest but is denied any reasoning, and leaves the Pride Lands, promising that they haven't heard the last of him.
In the Outlands, Kiburi finds Ushari coiled up asleep. He angrily confronts him. Ushari is relaxed and, when Kiburi asks why he shouldn't eat him, the cobra calmly persuades the crocodile to let him show him something very, very special. He leads the crocodiles to the Outlands Volcano, where Kiburi is at first unimpressed until Scar reveals himself. With Janja's clan viewing from nearby, Scar starts to explain how he has a plan, to gather all the Outlanders and take over the Pride Lands again.
Back with Makuu's float, Ono, still feeling guilty, approaches Makuu and issues a formal apology for waking them in the first place. He flinches when Makuu tells him that he needs to make an example of him, only for the crocodile leader to say I forgive ya. Astounded, Ono asks what he just said, and Makuu replies that he heard what he said. When Simba asks if this is the new crocodile way, Makuu tells them that maybe it is, and Kion states that he could get used to this new way.