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(The Lion Guard is seen calming down a Antelope herd)

Kion:

They're still not slowing down.

Beshte:

That rock slide must've really spooked 'em!

Ono:

(Ono uses his vision and spots a dead end) 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! (Fuli speeds ahead)

(Antelopes snorting)

(Makuu's float is seen sleeping and gets woken up)

Makuu:

Huh?

(The antelope are still seen running)

(Rumbling)

Kiburi:

(Kiburi wakes up) What's all the noise, Makuu?

Makuu:

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

(Outside of the cave the Lion Guard is seen with the antelopes herd calmed)

Kion:

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

(The antelopes start walking)

Beshte:

That's right, nice and slow.

Bunga:

See ya, anty-lanty-lopes! (Makuu walks out and Bunga sees him) Oh, hi, Makuu. (Bunga is shocked) Makuu?!

Kion:

(Kion is shocked) 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:

(Ono lands by Bunga) He is. And using this canyon was my idea!

Bunga:

Whoa! (Bunga points to Ono) So it's all your fault!

Fuli:

Bunga!

Ono:

No, Bunga's right. (Ono looks down) It is my fault!

Kion:

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

(Kiburi walks out)

Kiburi:

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

Fuli:

(Fuli walks up towards Kiburi) Take it easy, Kiburi.

Bunga:

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

Beshte:

You can't blame him for being upset. We did wake them 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 and Ono are in shock)

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! (Kiburi gets ready to attack Ono)

Ono:

(Ono has a scared look on his face) "Hapana."

Kion:

(Kion stands in front of Ono to protect him) Oh, no, you don't!

Makuu:

Kiburi, control yourself! I'll handle this.

Kiburi:

(Kiburi stands down) 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:

(Kion thinks) We'll go to my dad.

Kiburi:

Your dad? (Scoffs)

Makuu:

(Makuu stares at Kiburi) 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. (Makuu turns to face his float) I'm going to speak to King Simba. Stay here until I come back.

Kiburi:

Stay here? But...

Makuu:

(Makuu stares at Kiburi) (Growls)

Kiburi:

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

Makuu:

And don't you forget it.

Kion:

(Kion looks at Ono) Don't worry, Ono. Everything's gonna be okay. (Ono flys away) I hope.

(The Lion Guard and Makuu leave to talk to Simba.)

(Shupavu and Njano are watching near by.)

Shupavu:

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

Kiburi:

Okay, they're gone. (Kiburi turns to the float) 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!

(The crocodiles leave and skinks watch from a far)

Shupavu:

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

(The scene translates to the Outlands the skinks and Ushari are seen talking to Scar)

Scar:

Your spies have done well, Ushari. (Ushari looks proud) 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:

(Ushari turns to the skinks) You heard that?

Shupavu:

Yes, sir.

(The skinks leave the Outlands volcano)

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! (Scar gives Ushari a strange look) Uh, under your leadership, of course. Right, Scar?

Scar:

Of course, Ushari. Of course. (Laughs maniacally)

(The scene transitions to Pride Rock and Makuu is seen talking to Simba on top of Pride Rock)

Makuu:

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

(The rest of the lion guard is seen watching them talk)

Beshte:

They sure have been talking awhile.

Ono:

You think they're talking about me?

Fuli:

(Fuli looks at Ono) 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) (Ono has a scared look) 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:

(Kion turns around to talk to Ono) Ono! Come over here.

Bunga:

But I could be wrong.

Ono:

Oh, no... (Ono flies up to Kion)

Makuu:

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

Simba:

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

(Ono lands next to Kion)

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. (Simba turns to Ono) Ono?

Ono:

Yes, Your Majesty! It'd be my pleasure! (Ono flies to find water)

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:

(Ono uses his vision and spots Kiburi and the crocodiles taking over the water) (Gasps) "Hapana!" Kion! Your Majesty! The crocodiles are everywhere! They've moved in to watering holes all over the Pride Lands!

Makuu:

(Makuu looks concerned) Crocodiles?

Simba:

Makuu? (Simba looks mad at 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. (Makuu starts to walk away)

Simba:

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

Makuu:

Mmm. Very well.

(The Lion Guard goes to handle the crocodiles)

Kion:

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

ALL:

Lion Guard defend!

(Kiburi attacks a young impala)

Young Impala:

(Whimpers)

Male Impala:

(Gasps)

(The impalas run away)

Kiburi:

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

(Kion and the Lion Guard show up)

Kion:

Stop right there, Kiburi! This is not your place! Leave the impalas alone!

Kiburi:

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

Kion:

(Kion jumps onto Kiburi) (Grunts)

Kiburi:

Okay, fine. I'll teach you instead.

(Kiburi starts to fight with Kion until Makuu and Simba come.)

Makuu:

Kiburi! What are you doing?!

Kiburi:

What you should have told us to do! I'm taking 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!

(The skinks watch from a far)

Simba:

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

Kion:

Sure, Dad.

(The Lion Guard takes Makuu's float to their new home)

(The crocodiles are seen all next to each other)

Beshte:

(Beshte faces to talk to Ono) 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! (Kiburi walks up to the Lion Guard)

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 jumps into the water but lands on the crocodile) (Groans) Huh. That's some hard water.

Beshte:

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

Bunga:

(Bunga runs on the crocodiles) Yeah. Really close! See? (Bunga shows his foot) 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:

(Makuu walks up to Kiburi) 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:

(Makuu rolls his eyes) 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:

(Kiburi turns around) Or I can call for a Mashindano!

Crocodiles:

(Two crocodiles poke their heads out) (All gasps)

Kion:

(In shocked) 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.

(The scene transitions to the Outlands Volcanos the skinks and Ushari once again talk to Scar)

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.

Ushari:

Yes. Of course.

Scar:

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

(The scene transitions to Lake Matope and the Pride Landers all get ready to watch the Mashindano)

Fuli:

You think Kiburi can win?

Beshte:

I hope not.

Kion:

Yeah. Makuu's become a good leader.

(Away from everyone, Ushari is talking to Kiburi and his float)

Ushari:

And you've discussed the plan with your crocs?

Kiburi;

(Kiburi nods his head) 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!

(Ushari slithers away)

Tamka:

Kiburi! 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! (Laughs evilly)

All:

(Chanting) Mah-shin-dah-no! Mah-shin-dah-no!

Ono:

Here they come.

Fuli:

It's starting!

(Makuu and Kiburi get ready to fight)

Makuu:

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

(The crocodiles start to fight)

Makuu: and Kiburi:

(Grunting)

(The Pride Landers close their eyes)

All:

Ooh!

(Kiburi flips Makuu off of him)

Makuu: and Kiburi:

(Grunting)

(The Lion Guard close their eyes)

(Kiburi's crocs are seen watching)

Tamka:

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

(Kiburi pushes Makuu away from him)

Makuu: and Kiburi:

(Grunting)

Makuu:

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

(Makuu jumps back on top of Kiburi)

All:

Ooh!

Ono:

Ugh! Crocodile violence. I don't want to watch this. (Ono flies in the air and uses his vision and spots the crocodiles leaving) Huh. That's strange. A crocodile leaving the Mashindano? Wait a tic... What are you guys up to? (Ono lands on Kion's back) (Fuli and Bunga are watch the Mashindano) (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 them.

Ono:

Affirmative. (Ono flys away)

Kion:

Fuli, Beshte, Bunga.

(Fuli, Beshte and Bunga stop watching so they can listen to Kion)

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!

(The Lion Guard leave to stop the crocodiles)

Ono:

"Hapana!" (Ono uses his vision and spots the crocodiles sneaking up on Simba) Kion! I've figured it out! The crocs! They're sneaking up on your dad!

Kion:

(Kion is shocked) 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:

(Tamka spots Simba in the crowd) (Chuckles) It's just like Kiburi said. Now let's do this.

(The Lion Guard knock into the crocodiles)

Tamka:

(Grunting)

Kion:

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

Tamka:

Well, we're not smart, so get out of our way! (Grunts)

(The Lion Guard stops the crocodiles)

Kion:

(Kion jumps onto Tamaka) (Growls)

Simba:

(Simba hears Kion and turns around) Kion? Kion! What is going on here?

Kion:

Nothing now, dad. (Kion angrily stares at Tamka)

Simba:

(Simba notices what's going on) They were trying to ambush me.

Kion:

And use the Mashindano for cover, but Ono saw it coming.

Simba:

(Simba walks up to the crocodiles) Hmmm. I know these crocodiles. They wouldn't have come up with this themselves.

Kiburi:

(Grunting)

Makuu:

(Makuu sits on top of Kiburi) What's the matter, Kiburi? Can't move?

Kiburi:

(Grunting) (Kiburi notices Simba missing) Simba's gone. Fine. (Kiburi taps out and gets off of Makuu)

Crocodiles:

Makuu! Makuu! Makuu!

Kiburi:

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

Simba:

Really? Is that how it works? (Simba stares at Kiburi)

Kiburi:

(Kiburi is in shock) What? But how...

Kion:

(Kion stares at Kiburi) The Lion Guard! That's how!

Makuu:

(Makuu walks up to Simba) 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 shall 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... (Simba walks up to Kiburi) Kiburi. You and your followers are banished from the Pride Lands. (Kiburi even more shocked) Leave now and never come back.

Kiburi:

But...

Simba:

I said, now. (Simba stares firmly at Kiburi)

Kiburi:

Fine. But you haven't heard the last of me! (Kiburi and his three crocodiles leave)

(Pim and the hyraxes run past Kiburi and his crocodiles)

Pim:

(Chittering)

Kiburi:

(Kiburi spots Ushari sleeping) You! (Kiburi steps on Ushari's tail) You said if we attacked Simba, I could rule the whole Pride Lands! Now what have I got? Nothing!

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 calling me a reptile? Give me 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 kind of special?

Ushari:

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

(The scene transitions to the Outlands Volcano)

Kiburi:

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

Scar:

(Scar rises from the lava) I am much more than a volcano.

Kiburi:

(In shocked) Wha...? What?

Scar:

Welcome to the Outlands, Kiburi.

(Janja and his clan shows up)

Janja:

(Laughs) Yeah. Welcome!

Kiburi:

What's going on?

Scar:

Don't worry, Kiburi, we're all friends here. (Scar looks down at Kiburi and his crocodiles) I have plans for you and your crocodiles. Big plans indeed! (Laughs Maniacally)

(Janja and his clan walk near Kiburi's float)

(Music starts)

Scar:

(Scar looks at the Pride Lands and then at his army)

¶ They thought I was defeated

¶ but very soon will see

(Scar's army watch him)

¶ 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 slithers closer to Scar)

Ushari:

¶ Enlighten us now

Scar:

¶ Yes I have a plan

(Janja puts one foot foward)

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

(Scar pictures his army with all the Outlanders taking over the Pride Land)

¶ And once our lead is assembled

¶ We will be victorious

(Scar pictures Pride Rock on fire and Simba and Nala stand on top of Pride Rock)

¶ It'll be glorious

¶ All the Pride Lands' lush terrain

(Scar pops out and destroys the Pride lands)

¶ 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'll 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) (Janja tries to get rid of the steam) ¶ And lots of steam

Scar::

¶ Follow my lead, that's all you need

(Janja smiles at Kiburi)

¶ Yes, I have a plan ¶

(Fire pops out and Scar finishes singing)

(The scene transitions and the Lion Guard, Simba and Makuu's float are all seen at Makuu's new Watering Hole)

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. (Ono goes to speak to Makuu) (Inhales) (Clears throat) Excuse me. Makuu?

Makuu:

(Makuu turns to Ono) 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:

(Makuu stares at Ono) 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.

Ono:

(Ono closes his eyes) (Whimpers)

(Makuu leans towards Ono)

Makuu:

(Makuu whispers into Ono's ear) I forgive you.

Ono:

Huh? You... You what?

(Makuu walks towards the Watering Hole)

Makuu:

You heard me.

(The rest of the Lion Guard and Simba walk up towards Ono)

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. Thank you.

Ono:

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

Simba:

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

Makuu:

(Makuu turns around to speak to Simba) Perhaps it is, Simba. Perhaps it is.

(Kion and Ono stands next to each other)

Kion:

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

Ono:

(Ono nods) Affirmative!

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