Kion: They're still not slowing down.

Beshte: That rock slide must'a really spooked 'em!

Ono: There's a dead end canyon up ahead to the left. If we guide the herd there, we can contain them and calm them down!

Kion: Great idea, Ono! Let's follow Ono's plan! Fuli, you take the lead!

Fuli: On it!


Makuu: Huh?


Kiburi: What's all the noise, Makuu?

Makuu: I don't know. But I'm going to find out.

Kion: So is everyone calmed down? Great! Then you're good to go home. Slowly this time, okay?

Beshte: That's right, nice and slow.

Bunga: See ya, anty-lanty-lopes! Oh, hi, Makuu. Makuu?!

Kion: Makuu? I thought you'd be sleeping through the dry season with the rest of the crocodiles.

Makuu: Oh, I was. But then someone drove a herd of antelope right past our sleeping cave!

Bunga: Hey! I think he might be talking about us!

Ono: He is. And using this canyon was my idea!

Bunga: Whoa! So it's all your fault!

Fuli: Bunga!

Ono: No, Bunga's right. It is my fault!

Kion: I'm so sorry, Makuu. I forgot your float was sleeping in that cave.

Kiburi: We were sleeping. But now, thanks to the Lion Guard, we're all wide awake! So whaddaya gonna do about it, huh?

Fuli: Take it easy, Kiburi.

Bunga: Sheesh! Somebody got up on the wrong side of the cave.

Beshte: You can't blame him for bein' upset. We did wake 'em up.

Ono: And crocodiles usually spend the whole dry season in deep sleep. But once they're awake, they can't go back to their deep sleep!

Bunga: No way! That's not true!

Makuu: But it is. We crocodiles need a whole lot of water to survive. Since there isn't enough to go around in the dry season, we sleep through it.

Bunga: Whoa! Ono, you really messed up...

Beshte and Fuli: Bunga!

Kiburi: If Ono's the reason we're awake, I say we deal with him the crocodile way!

Ono: Hapana.

Kion: Oh, no, you don't!

Makuu: Kiburi! Control yourself! I'll handle this.

Kiburi: Yes, Makuu.

Makuu: Now that we're awake, we'll need water for the rest of the dry season. Any idea where we'll find it?

Kion: We'll go to my dad.

Kiburi: Your dad? (SCOFFS)

Makuu: Kiburi...

Kion: Yeah. My dad. He makes sure everyone has enough water in the dry season.

Makuu: Everyone?

Kion: I know he'll take care of you and your float, Makuu.

Makuu: He'd better. I'm going to speak to King Simba. Stay here until I come back.

Kiburi: Stay here? But...

Makuu: (Growls)

Kiburi: Yeah, okay, Makuu. Whatever you say. You're the leader.

Makuu: And don't you forget it.

Kion: Don't worry, Ono. Everything's gonna be okay. I hope.

Shupavu: Crocodiles awake in the dry season? Something's up.

Kiburi: Okay, they're gone. Now, this is how it's going down. We're leaving this dried-out canyon and finding us some water!

Tamka; But you just said...

Kiburi: Never mind what I said! Listen to what I'm saying! We're crocodiles! We don't wait around for other animals to tell us what to do! We take what we want!

Male Crocodile: Yeah! He's right!

Male Crocodile #2: Yeah, we do!

Kiburi: So I say we don't stay here! I say we spread out and get ourselves some water! Are you with me?

ALL: Yeah!

Kiburi: Then let's go!

Shupavu: Hmm-mmm. Crocs on the rampage. Ushari will want to hear about this. And so will Scar!

Scar: Your spies have done well, Ushari. This is very good news indeed. Crocodiles detest the dry season. And they won't easily forgive Simba's son and his Lion Guard for waking them. It could give us an opportunity.

Ushari: Yes. That's what I thought, too.

Scar: Have your Skinks keep an eye on the situation. Tell me immediately if anything changes.

Ushari: You heard that?

Shupavu: Yes, sir.

Scar: The Lion Guard's mistake could prove most fortuitous for us. Perhaps it will even lead to the end of Simba's reign.

Ushari: And then we reptiles will rule the Pride Lands! Uh, under your leadership, of course. Right, Scar?

Scar: Of course, Ushari. Of course. (LAUGHS MANIACALLY)

Makuu: It really is a matter of our survival, Your Majesty.

Beshte: They sure have been talking awhile.

Ono: You think they're talking about me?

Fuli: I'm pretty sure they're more worried about where the crocs are gonna live for the rest of the dry season.

Ono: Yeah. But it's my fault the crocs are awake! (WHIMPERS) What if I'm exiled to the Outlands? Or fed to the crocs!

Beshte: Easy, Ono. None of that's gonna happen. You just made a mistake.

Bunga: Yeah, you heard Kion. You got nothin' to worry about!

Kion: Ono! Come over here.

Bunga: But, I could be wrong.

Ono: Oh, no...

Makuu: Perhaps, you don't understand how much water crocodiles need, sire.

Simba: I do, Makuu. And I'll see that you have it.

Kion: Dad? What if Ono looks out over the Pride Lands to see which watering hole is least crowded? Then maybe that one can go to the crocodiles.

Simba: Excellent idea, Kion. Ono?

Ono: Yes, Your Majesty! It'd be my pleasure!

Simba: I'm sure we can find a place for your float, Makuu.

Makuu: Thank you, Your Majesty. I want to settle this peacefully.

Ono: (GASPS) Hapana! Kion! Your Majesty! The crocodiles are everywhere! They've moved in to watering holes all over the Pride Lands!

Makuu: Crocodiles?

Simba: Makuu? I thought you said you wanted to settle this peacefully.

Makuu: I do! I do! Whoever is doing this, they're defying a direct order! We'll have to finish this later. I need to deal with my float.

Simba: Makuu, wait. We are very close to a solution. Let the Lion Guard handle this.

Makuu: Mmm. Very well.

Kion: We need to split up to gather them all. Till the Pride Lands end...

ALL: Lion Guard defend!

Female Impala: (WHIMPERS)

Male Impala: (GASPS)

Kiburi: That was a warning. This is our watering hole now! We say when you can drink! And if you don't listen...Lemme show you what'll happen.

Kion: Stop right there, Kiburi! This watering hole is not your place! Leave the impalas alone!

Kiburi: It's our place now Kion. And I'm gonna teach 'em who's boss!


Kiburi: Okay, fine. I'll teach you instead.

Makuu: Kiburi! What are you doing?

Kiburi: What you should have told us to do! I'm takin' the water we need!

Makuu: Against my orders! You knew I was talking to King Simba to get help.

Simba: Yes. And together we have found a watering hole that you can have for your own.

Kiburi: Hmph!

Simba: Kion, will you and the Lion Guard escort Makuu and the crocodiles to their dry season home?

Kion: Sure, Dad.

Beshte: See, Ono? Now the crocs have their own watering hole. Everything's gonna be fine. Just like Kion said.

Ono: Maybe my mistake wasn't such a disaster after all

Kiburi: This is a disaster!

Ono: Oh...

Beshte: I know it's crowded, Kiburi. But it really is a good spot.

Kion: My dad says there's enough water and fish to last you the whole dry season.

Kiburi: Oh, really? "Your dad" says so?

Fuli: Hey! "His dad" is your King.

Bunga: Yeah. And besides, there's tons of water! I'll show ya! Zuka zama!


Bunga: Ha! That's some hard water.

Beshte: At least you get to be close to all your friends.

Bunga: Yeah. Really close! See? I didn't even get my feet wet!

Kiburi: The honey badger can't even get his feet wet! What kind of watering hole is this?

Makuu: I know it's not perfect. But it's the best way to get our float through the dry season. It's a compromise.

Kiburi: Compromise? Since when is that the crocodile way?

Makuu: Kiburi, the dry season is dry. There's not much water anywhere in the Pride Lands. This is our share.

Kiburi: Share? We're crocodiles, Makuu! We deserve better!

Makuu: This is the best we can get. If you don't like it, you can try your luck in the Outlands!

Kiburi: Or I can call for a Mashindano!


Kion: A Mashindano?

Makuu: So now you want to fight me for leadership of the crocodiles, huh?

Kiburi: It's the crocodile way.

Makuu: Then I accept. Lake Matope at sunset.

Kiburi: I know the tradition, Makuu. Let's see if you still know how to fight.

Scar: (LAUGHS MANIACALLY) A Mashindano?

Shupavu: At sunset. Tonight.

Scar: You have brought me valuable information. Well done, Skinks. Tell me, Ushari. Does the Mashindano still attract large crowds of Pride Landers?

Ushari: Yes. Yes, it does.

Scar: Some things never change. And even the royal family attends the Mashindano. Correct?

Ushari: Yes!

Scar: So, it's the perfect time to get rid of King Simba.

Ushari: How are we going to do that?

Scar: We needn't do much at all. Kiburi and his crocs will do the dirty work for us. You'd be surprised what can be done while everyone else is distracted by the Mashindano. Ushari. I need you to trick Kiburi into thinking he can rule the Pride Lands.

Ushari: He'll rule the Pride Lands?

Scar: Of course not! But we want him to believe that he will, so he'll do what we want.

Usahri: Yes! Of course!

Scar: Now...Here's the plan I want you to plant in Kiburi's tiny little brain.

Fuli: You think Kiburi can win?

Beshte: I hope not.

Kion: Yeah. Makuu's become a good leader.

Usahri; And you've discussed the plan with your crocs?

Kiburi; Yeah, yeah. They know what to do. You're a smart snake, Ushari. I like how you think.

Ushari: Thanks. I just want to be on the winning side.

Kiburi: And you will be!

Tamka: Kiburi! It's time for the Mashindano!

Kiburi: Great. You three know what to do while I'm fighting, right?

Tamka: Oh, yeah! He'll never see us coming.

Kiburi: Good. Once I defeat Makuu, not only will I rule the float, but we crocs will rule the whole Pride Lands!


ALL CHANTING:Mah-shin-dah-no! Mah-shin-dah-no!

Ono: Here they come.

Fuli: It's starting!

Makuu: All right, Kiburi. You wanted this Mashindano. Let's see what you got.


ALL: Ooh!


Tamka: Okay. Split up and meet at the target. Then we'll take him down!


Makuu: You think that's enough to beat me, Kiburi?

ALL: Ooh!

Ono: Ugh! Crocodile violence! I don't want to watch this. Huh. That's strange. A crocodile leaving the Mashindano? Wait a tick... What are you guys up to?

Ono: (PANTING) I just saw three crocodiles leaving the Mashindano.

Kion: Three crocodiles?

Ono: Yes. And nothing's more important to the crocodiles than the Mashindano. It doesn't make sense.

Kion: It doesn't make sense. Keep an eye on 'em.

Ono: Affirmative.

Kion: Fuli, Beshte, Bunga.

Beshte: What's the kerbubble, Kion?

Kion: Something's up with the crocs, but I'm not sure what. We'll need to be careful. There's a lot of animals here. We don't want to scare them and start a stampede. Come on!

Ono: Hapana! Kion! I've figured it out! The crocs! They're sneaking up on your dad!

Kion: My dad?

Ono: Yes. And I think they're going to attack him!

Kion: Hevi kabisa!

Fuli: Of course. They're using the Mashindano as a distraction!

Ono: Go around the crowd! They're moving to ambush him from behind.

Kion: Let's go!

Tamka: (CHUCKLES) It's just like Kiburi said. Now, let's do this.


Kion: If you're smart, you'll stop right now.

Tamka: Well, we're not smart! So get out of our way. (GRUNTS)

Kion: (GROWLS)

Simba: Kion? Kion! What is going on here?

Kion: Nothing now, Dad.

Simba: They were trying to ambush me.

Kion: And use the Mashindano for cover. But Ono saw it coming.

Simba: Hmmm. I know these crocodiles. They wouldn't have come up with this themselves.


Makuu: What's the matter, Kiburi? Can't move?

Kiburi: (GRUNTING) Simba's gone. Fine.

CROCODILES: Makuu! Makuu! Makuu!

Kiburi: Ha! This Mashindano means nothing. While you were all watching us fight, my loyal crocodiles took down King Simba! Yeah. Yeah, you heard me! And with the Lion King gone, all of you answer to us crocodiles!

Simba: Really? Is that how it works?

Kiburi: What? But how...

Kion: The Lion Guard! That's how!

Makuu: Your Majesty. I assure you, I had no knowledge of this scheme.

Simba: I know. This came from Kiburi. But since you are the crocodile leader, I'll defer his punishment to you.

Makuu: Kiburi lost the Mashindano. He and his followers are no longer welcome in my float. Do with him what you see fit.

Simba: Very well...Kiburi. You and your followers are banished from the Pride Lands. Leave now, and never come back.

Kiburi: But...

Simba: I said, now.

Kiburi: Fine. But you haven't heard the last of me!


Kiburi: You! You said if we attacked Simba, I could rule the whole Pride Lands! Now what have I got? Nothin'!

Ushari: Yes. It's too bad you lost the Mashindano.

Kiburi: "Too bad?" Is that all you got to say about it?

Ushari: One battle doesn't lose a war, my reptile friend.

Kiburi: Now you're callin' me a reptile? Gimme one reason I shouldn't eat you right now.

Ushari: I can give you all the reasons in the Pride Lands. But first let me show you something very...Very...Special.

Kiburi: What kinda special?

Ushari: You'll have to see it to believe it. This way...

Kiburi: So what's this great thing I'm supposed to see? A volcano?

Scar: I am much more than a volcano.

Kiburi: Wha... What?

Scar: Welcome to the Outlands, Kiburi.

Janja: (LAUGHS) Yeah. Welcome!

Kiburi: What's going on here?

Scar: Don't worry, Kiburi, we're all friends here. I have plans for you and your crocodiles. Big plans indeed! (LAUGHS MANIACALLY)

¶ They thought I was defeated but very soon will see

¶ The shock as I rise from the flames so triumphantly

¶ I never thought I'd have this chance. Oh, how long it's been

¶ A second opportunity and this time I'll win

¶ For I have a plan

Ushari: ¶ Enlighten us now

Scar: ¶ Yes I have a plan

Janja: ¶ We wanna know how

Scar: ¶ Follow my lead, that's all you need

¶ Yes, I have a plan

¶ We'll gather every animal in the Outlands

¶ We'll unify them all under my lead

¶ And once our lead is assembled

¶ We will be victorious

¶ It'll be glorious

¶ All the Pride Land's lush terrain

¶ Will again be my domain

¶ For I have a plan

Ushari: ¶ We know it's true

Scar: ¶ Yes, I have a plan

Janja: ¶ That's what we do

Scar: ¶ Follow my lead, that's all you need

¶ I have a plan

¶ Yes, I have a plan

Ushari: ¶ We love your scheme

Scar: ¶ I have a plan

Janja: (COUGHS) ¶ And lots of steam

Scar: ¶ Follow my lead, that's all you need

¶ Yes, I have a plan ¶

Kion: Ono, you really don't have to do this.

Beshte: Yeah. Everyone knows it was an accident.

Ono: I know. But still... It's the only way I'll feel okay about what happened. (GASPS) (CLEARS THROAT) Excuse me. Makuu?

Makuu: Yes?

Ono: Um, about the crocodiles being awake for the dry season? Well, uh, as I'm sure you know, it's... It's all my fault.

Makuu: It is, isn't it?

Ono: Yes, yes it is. And I... I just wanted to say... I'm sorry.

Makuu: I see. Then, as leader of the crocodiles, I need to make an example of you.

Ono: Uh... You do?

Makuu: Yes.


Makuu: I forgive you.

Ono: Huh? You... You what?

Makuu: You heard me.

Kion: I told Makuu how your keen sight foiled Kiburi's plan.

Simba: We all make mistakes, Ono. But you also proved yourself invaluable today.

Ono: Thank you. Oh! Well... I mean... Thank you!

Simba: So, Makuu, is this the new "crocodile way?"

Makuu: Perhaps it is, Simba. Perhaps it is.

Kion: If you ask me, it's a crocodile way I could get used to!

Ono: A-ffirmative!