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BUNGA: A-ha! Now I gotcha!

KION: Too late and too slow!

BUNGA: (GRUNTS) Oh, yeah? Zuka Zama!

KION: Oof! (CHUCKLES) Hey! The baobab fruit's mine!

BUNGA: Nuh-uh! Ha-ha! Winner, winner! Zebra dinner!

GAZELLE: Hyena in the Pride Lands! Hyena in the Pride Lands!

BUNGA: (YELLS) Hyena in the Pride Lands? All right, hyena! You picked the wrong day to come into the Pride Lands! That's right! And I'm gonna...

JASIRI: Hey. Bunga.

BUNGA: Wait. You're not from Janja's clan. You're the hyena that helped Kion when he was trapped in the Outlands!

JASIRI: (CHUCKLES) Well, we helped each other out.

KION: Jasiri? What are you doing in the Pride Lands?

JASIRI: Looking for you. I have a problem back home. And I need your help.

KION: Is it Janja and his hyenas?

JASIRI: No. Actually, it's lions.

BUNGA: Lions?

KION: In the Outlands?

JASIRI: That's right. They've taken over my family's watering hole. And they won't share it.

KION: But there shouldn't be any lions in the Outlands.

BUNGA: You sure they're lions, Jasiri?

JASIRI: (SCOFFS) I know what lions look like, Bunga.

KION: Okay. Well, I'd be happy to talk to them, Jasiri. Maybe they're lost or something.

JASIRI: Asante, Kion. Thank you.

KION: Bunga, go back to the Lair. Let the rest of the Guard know I'm going to the Outlands with Jasiri.

BUNGA: Okay. We'll meet up with you there.

KION: No need. I should be right back. These are lions after all. It's probably just a misunderstanding.

JASIRI: Oh, I sure hope so.

KION: Lead the way, Jasiri.

BUNGA: See ya! Oh, and by the way... I win! Ha-ha!

JASIRI: You know Kion, I was kinda worried you might not help me.

KION: Why wouldn't I? We've helped each other before.

JASIRI: That was different. Last time the bad guys were hyenas. This time they're lions.

KION: They probably don't realize there are good hyenas in the Outlands. I had that problem at first, too.

JASIRI: (CHUCKLES) That's true. It did take a while for us to trust each other.

(SQUEAKING) (MOCK GROWLING)

MADOA: Jasiri, you're back! Whoa! You weren't kidding. You really are friends with a lion!

JASIRI: Kion, this is my sister, Madoa.

KION: Nice to meet you, Madoa.

MADOA: Uh, yeah. You too.

KION: Hey there, little guys! Don't be afraid of me.

MADOA: You can't blame 'em. All they know are bad lions.

JASIRI: Like the ones who stole our watering hole.

KION: Well, that's why I'm here. I don't know why those lions are in the Outlands. But I'm sure I can clear things up.

MADOA: I hope so. Those little ones need the water.

JASIRI: We all do.

KION: Then there's no time to lose. Let's go, Jasiri!

RAFIKI: ...and with all the flooding, we now have...

BUNGA: Hey, guys. Guys!

BESHTE: You're back just in time. Ono and Fuli are about to race!

BUNGA: What? Again?

ONO: Affirmative. But this time, I'm going to win.

FULI: You say that every time. Ready?

ONO: Ready. Bunga?

BUNGA: Oh, right. I'll be the ref! On your marks... Get set... Go! And they're off! It's Fuli in the lead!

ONO: I'm right on your tail, Fuli!

FULI: That's what you think. Huwezi!

ONO: Oh, no.

BUNGA: And the winner is... Fuli!

ONO: (PANTING)

FULI: Nice race.

BUNGA: Yeah, do it again. You almost had her that time.

ONO: It was close, wasn't it? Hmm. Maybe if I flatten my head feathers to reduce the drag, and stay closer to Fuli's tail to take advantage of her slipstream...

BUNGA: Drag? Slipstream? Wha'cha talking about, Ono?

ONO: I'm talking about winning!

KION: Lions are pretty reasonable. Once we get to the watering hole, I'm sure we can work things...

NUKA: (SCREAMS) We told you to stay outta here, hyena! (YELLS)

KION: Hey! Back off! (ROARS)

NUKA: Huh! Who are you?

KION: Name's Kion. Who are you?

KOVU: Nuka! Hey, Nuka!

NUKA: Kovu! Tell him to let me up!

KION: A friend of yours?

KOVU: (SIGHS) He's my brother.

NUKA: That's right! So you better let me up! It's two against one now!

JASIRI: It's two against two.

NUKA: It should be three against one! What kind of lion are you? Siding with a hyena!

KION: What are you two lions doing in the Outlands? Why aren't you in the Pride Lands?

NUKA: Like our family's welcome there!

KION: Why wouldn't you be? I'm sure my dad would welcome you there.

NUKA: And who's your dad?

JASIRI: (LAUGHS) You know, the king of the Pride Lands. Simba?

BOTH: Simba?

KOVU: You really think he'd allow us into the Pride Lands?

KION: I don't see why not. Especially if you give Jasiri's family their watering hole back.

KOVU: Back to the Pride Lands? That means I could see Kiara again!

KION: You know Kiara?

KOVU: Yeah! Uh, it was a while ago. We gotta take him to see Mom.

NUKA: Oh, yeah! She's gonna want to meet the son of Simba.

KION: The name's Kion.

NUKA: Okay. Kion. Hyena. Let's go.

KION: C'mon, Jasiri. You'll see. This whole watering hole thing's gotta be a misunderstanding.

NUKA: Mother! We have a visitor!

KOVU: It's Simba's son. Kion.

ZIRA: Simba's son? Well! What an honor.

NUKA: He pounced on me!

ZIRA: (SIGHS) I'm sure you pounced first.

NUKA: Well, yeah.

ZIRA: Welcome, Kion. I'm Zira. And this my daughter, Vitani.

VITANI: A lion and a hyena? Hmm.

ZIRA: Not just any lion, dear. Simba's son. So tell me, Kion. What brings you to the Outlands?

JASIRI: I did! We're friends.

ZIRA: Friends with royalty? Gracious! I underestimated you, my dear.

JASIRI: Kion's not just royalty! He's leader of the Lion Guard!

ZIRA: Leader of the Lion Guard? But the Guard isn't here.

KION: No. But I am. Now, what are you doing in the Outlands? And why have you taken over Jasiri's watering hole?

ZIRA: (SIGHS) So many questions, Kion. What I don't understand is why you don't just use the Roar to give your friend the water she needs.

KION: What?

JASIRI: You can do that?

KOVU: What are you talking about?

VITANI: Mom?

ZIRA: As leader of the Lion Guard, Kion possesses a special power. The Roar of the Elders. Isn't that right?

KION: Yeah. How do you know?

ZIRA: Oh, I know all about the Roar. You see that little cloud? Try roaring at it.

KION: Roar at the cloud?

ZIRA: What's wrong, Kion? I thought you wanted to help your hyena friend.

KION: I don't see how roaring at a cloud is gonna do that.

JASIRI: Kion?

KION: Well, I guess it won't hurt to try. (ROARS) Whoa!

JASIRI: Kion, did you know you could do that?

KION: No. I didn't. Zira. How did you know the Roar could do that?

ZIRA: Oh. I'd love to tell you. But I feel a little uncomfortable discussing the Roar, in front of a hyena.

JASIRI: Oh, don't mind me. I just want my watering hole back!

ZIRA: Perhaps we can go somewhere more private. And talk... Lion to lion.

JASIRI: I don't trust her, Kion.

KION: I know. But she knows more about the Roar than I do! Besides, maybe I can get her to agree to share the watering hole.

JASIRI: I hope you're right.

KION: Okay, Zira. Let's talk.

ZIRA: Wonderful. Children, I'll be back soon.

NUKA: (GROWLS)

ZIRA: Play nice, Nuka!

JASIRI: (CHUCKLES) That's right, Nuka. Let's play nice!

ZIRA: Kion. Son of Simba. I'm so glad to meet you.

KION: You are?

ZIRA: Oh, yes! After all, it doesn't matter where we live. We're all lions. And that's what's important.

¶ There is no greater power than to rule over the land

¶ We both have it inside us It's here where we stand

¶ My friend, you know it's true

¶ Look close and you will find

¶ Ruling every animal is destiny for our kind

¶ So if we're joined together

¶ We will never fall

¶ Lions must rule forever

¶ Lions over all

¶ Lions over all

¶ No animal is more grand

¶ Lions over all

¶ It's why we rule the land

¶ We crush any resistance

¶ So enemies keep their distance

¶ Lions, lions over all

KION:

¶ If we do what you suggest

¶ We'd be evil and cruel

¶ Using force and threat

¶ That is no way to rule

ZIRA:

¶ But if we're joined together

¶ We will never fall

¶ Yes, lions must rule forever

¶ Lions over all

¶ Lions over all

¶ No animal is more grand

KION: ¶ Stay noble and grand

ZIRA:

¶ Lions over all

¶ It's why we rule the land

KION: ¶ We must protect the land

ZIRA: ¶ We crush any resistance

KION: ¶ Friendships and kindness

ZIRA: ¶ So enemies keep their distance

KION: ¶ Will always find us

ZIRA: ¶ Lions, lions over all ¶

KION: Zira. You and I have different ideas about how lions should act.

ZIRA: And that's why we're here. To talk!

KION: Whoa!

ZIRA: It may not be Pride Rock, but we call it home. This way.

BUNGA: And here they come! Heading toward the finish. Fuli wins again!

ONO: Ahhh! (PANTING)

BUNGA: Good race, Ono! You almost got her that time!

ONO: (GROANS)

BUNGA: Great! One more run, Ono! I think you're wearing her down.

ONO: Maybe some other time.

BUNGA: Beshte! You wanna give it a go?

BESHTE: I don't think so.

BUNGA: Hey, Rafiki! You wanna race Fuli?

RAFIKI: Me? Race Fuli? The fastest in the Pride Lands! (LAUGHS) Who would be so foolish to do that, huh?

ONO: (GROANS)

RAFIKI: Hey! Where is Kion?

BUNGA: Oh, Kion! That's right. Kion told me to tell everyone he's going to the Outlands with Jasiri. But he'll be right back.

BESHTE: Why was Jasiri here?

FULI: And why'd she take Kion to the Outlands?

BUNGA: She wanted him to talk to some lions who live there.

ONO: Lions in the Outlands?

BUNGA: Yeah, I know. Weird, right?

RAFIKI: No. No, no! They are not just any lions. They are the Outsiders!

BUNGA: The who?

RAFIKI: The Outsiders are a group of lions led by a lioness named Zira. Simba banished them from the Pride Lands before any of you were born.

FULI: Why would Simba banish other lions?

RAFIKI: Because Zira and her family, they were loyal only to Scar.

ALL: Scar?

RAFIKI: After Scar was gone, Simba became King. But Zira told Simba he could not rule the Pride Lands. Because Scar had chosen her son Kovu to be king.

BUNGA: But Scar was never the real King!

RAFIKI: Correct, honey badger! And that is what Simba told Zira. But Zira would not listen to reason. Instead, she attacked Simba! Of course, Simba won quickly. But after that, he had no choice. He had to banish Zira and her family from the Pride Lands. Forever!

BUNGA: So the lions in the Outlands might be Zira and her family?

RAFIKI: Most definitely. And if they find out that Kion is Simba's son, there could be trouble. Much trouble!

BUNGA: We gotta help Kion!

FULI: Right. Let's go! Till the Pride Lands end...

ALL: Lion Guard defend!

KION: Okay, Zira. We're alone. Tell me about the Roar.

ZIRA: Don't worry, Kion. I'll tell you all about it. But first, you need to tell me. Whose side are you on? Lions? Or hyenas?

KION: I'm on the side of the Circle of Life. And the animals who respect it.

ZIRA: (SIGHS) You do take after your father, don't you? You see, Kion, I was hoping you'd choose to side with lions. With me. But if that's your answer...

KION: Zira? What's going on?

LIONESSES: (GROWLING)

ZIRA: It's your choice, Kion. With me. Or against me. But if you're against me... You'll never leave the Outlands.

KION: Jasiri was right. She knew not to trust you. Now tell your lionesses to back down. You know I have the Roar. And you know what it can do.

ZIRA: I used to know someone else with the Roar. And when he used it against his fellow lions, he lost the Roar. Forever!

KION: You're talking about Scar!

ZIRA: That's right. Scar and I were close. Very close. He taught me all about the Roar! If it weren't for your father, he'd still be King of the Pride Lands.

KION: Scar was never the true King!

ZIRA: How dare you! Lionesses! Attack!

LIONESSES: (GROWLING)

ZIRA: Wait. I'll forgive you for that little outburst, Kion. If you join me. Think about it while I fetch my children. I want them to hear your decision.

LIONESSES: (GROWLING)

VITANI: What's taking Mom so long?

NUKA: I don't know. But I'm tired of waiting!

KOVU: Nuka, don't start anything! Mom said to play nice!

JASIRI: (LAUGHS) Don't worry, green eyes. Any game your brother wants to play, I can play better!

NUKA: Oh, I'm not planning to play at all! (GROWLS)

ZIRA: Nuka!

KOVU: Mom! You're back!

NUKA: Mother! Nothing's happening here. We're just playing nice!

JASIRI: (SCOFFS) Where's Kion?

ZIRA: Kion and I have reached an agreement.

JASIRI: And what's that?

ZIRA: We agreed that the watering hole belongs to lions. Only.

JASIRI: What? Kion would never agree to that!

ZIRA: He's a lion, my dear. And we lions stick together. Now, leave! And do not return!

JASIRI: Fine. I'll go.

KION: Keeping me here doesn't make any sense. I just want you lions to share the watering hole!

LIONESS: You can tell that to Zira when she gets back.

KION: I don't think I want to wait around that long.

LIONESSES: (GROWLING) (GRUNTING)

KION: Whoa!

LIONESS: Nice try. Now, why don't we just wait quietly for Zira to come back?

(APPROACHING FOOTSTEPS)

JASIRI: (GASPS) Lion Guard! What are you doing here?

BUNGA: I know Kion said he'd be fine.

FULI: But we think he might be in trouble. Do you know where he is?

JASIRI: Yes. He's joined Zira and her family.

ALL: Zira?

ONO: Hapana! Rafiki was right!

JASIRI: You know Zira?

BESHTE: We've heard about her.

FULI: And Kion wouldn't want to be any part of her family.

JASIRI: Ugh! I knew it. I should have never believed her!

LIONESSES: (GROWLING)

ZIRA: Poor Kion.

(KION GASPS)

ZIRA: So helpless without his Roar.

KOVU: Mom? What's going on? Kion said he'd talk to Simba about letting us go back to the Pride Lands! Why can't we be friends?

ZIRA: This wasn't my choice, Kovu. He's the one who chose the hyenas over us.

NUKA: Aren't we worried he'll use that Roar on us?

ZIRA: If he uses the Roar against other lions, he'll lose it forever. And if he doesn't use the Roar... Well, he'll just lose. Either way, we win. Without the Roar, Kion is harmless. Without Kion, Simba's Pride Lands are defenseless.

NUKA: Kion's harmless? (CHUCKLES) You won't pin me down this time!

KION: (GRUNTS)

NUKA: (SCREAMS)

VITANI: Nuka, Nuka, Nuka.

ZIRA: This is your last chance, Kion.

LIONESSES: (GROWLING)

KION: Zira? I do have something to say. Till the Pride Lands end...

LION GUARD: Lion Guard defend!

JASIRI: (LAUGHING) Surprise!

VITANI: (GROWLS)

ONO: Yah!

BESHTE: Twende Kiboko!

NUKA: Mother! I'm scared!

ZIRA: So... A Lion Guard with just one lion. Pathetic! Stand tall, my lions! We have this ridiculous group of animals outnumbered!

BUNGA: Doesn't matter, Zira! Go ahead, Kion. Use the Roar!

KION: I... I can't. That's how Scar lost the Roar. He used it against lions.

BUNGA: (RAZZES) That's not why he lost it! It was 'cause he used it for evil! Remember Rafiki's paintings?

KION: Of course. You're right!

ZIRA: No! That's not true. I know the Roar's powers. Listen to me, Kion...

KION: Oh, I've listened to you, Zira. Now, you listen to me. As long as I'm around, you're not welcome in the Pride Lands. Or the Outlands!

ZIRA: You... You wouldn't! We're lions!

KION: (ROARS)

OUTSIDERS: (ALL SCREAMING)

KOVU: Mom! Mom! Wait for me!

OUTSIDERS: (ALL SCREAMING)

NUKA: Huh. Where are we?

ZIRA: Our new home.

MADOA: I know Jasiri believed in you. But I'll admit, I had my doubts.

KION: And now?

MADOA: I'm glad she has you for a friend.

KION: Thanks.

JASIRI: Me, too. I'm glad to have all of you as friends.

FULI: Back at ya, Jasiri.

(BARKING)

KION: Hey, little ones! I'm not so scary now, huh?

(YELPING)

(LAUGHING)

JASIRI: Oh, well... Take it as a compliment. You are pretty fierce.

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