The Rise of Makuu is the second episode of The Lion Guard. It was released as a preview episode on December 14th 2015, and was released as an official episode on January 15th 2016.


When a crocodile named Makuu takes over as leader of the crocodiles and his aggressive antics send the Pride Lands into chaos, Kion questions whether to intervene or respect animal traditions. Blair Underwood (ABC’s “Marvel’s Agents of S.H.I.E.L.D.”) guest stars as Makuu.[1]


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Coming to the rescue

The episode begins with Kion, Fuli, Beshte, Ono and Bunga rushing to the cry of an animal in trouble in Ukuni Woods. Once they get close enough, Ono is disappointed to see that it is in fact a hyrax stuck inside a thorn bush. Bunga attempts to get him out, though Fuli reminds him that he would be dragging him through the bush and hurting him in the process. Bunga suggests Kion uses the Roar, though Fuli points out that the hyrax will get injured in the process. Kion points out that they can just pull the thorns aside, to which Bunga gets started. As Bunga holds the thorns back, Fuli rushes in and takes him out.

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The hyrax tries to mask his smell.

The hyrax is very attached to a snake skin as pointed out by Fuli, to which Ono explains that it's doing it to mask its own scent with the snake skin, so that it can avoid being detected by snakes. However, Ushari is right behind him, and promptly puts him in his mouth. Bunga rescues the hyrax and throws Ushari away, and Beshte dodges the throw. The hyrax hugs its savior. However, the hyrax is immediately put off by Bunga's scent, and runs away screeching. Despite this, Bunga takes it as a compliment. Beshte meanwhile is covered in flowers, which have caused him to become sticky, much to Ono's worry. As Beshte mentions that he needs a bath, Ono points out that Bunga could use one too. Beshte suggests a dip in Big Springs.

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Basi teaches the Guard about hippo life.

In the water, Beshte explains that the fish in his home eat the muck and dirt off the hippos, including the food stuck in his teeth. His father, Basi, also mentions that when there are too many fish in the lake, the crocodiles come along and eat the fish, completing the Circle of Life. When Beshte emerges clean, Ono suggests that Bunga gives it a try and the honey badger is happy to oblige. He dives in, but the fish are repelled by his scent.

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Makuu challenges Pua.

Pua then arrives, and asks Basi if the fish are ready. Basi explains that whilst there are more than last time, there are still not enough for him and his fleet. He invites them to return next week, and Pua agrees. One crocodile, however, is not happy when Pua tells them to move on for the day. Makuu feels that Pua is weak for not ignoring the hippos words, and challenges him to a Mashindano. When Beshte asks his father what it is, Basi explains that it is a fight which will determine the leader of the crocodiles. Pua accepts, and the event is set.

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Kion's concerns

Back home, Kion forwards his concerns to his mother and father. Nala reminds her son that his father had to fight as well, in order to reclaim the Pride Lands from his uncle Scar. 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.

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Please don't make a stink, Bunga!

Meanwhile, Ono is trying to work out what to do with Bunga's stink, explaining the problem to Timon and Pumbaa, who don't see what the problem is. Ono asks him not to make a stink, and tries a few different things in an attempt to remove the stench. He eventually pushes some pollen onto his head, which in turn lures many insects to his face. Although Ono isn't happy with this and pledges to find a solution (after eating a flying insect near Bunga).

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Pua vs. Makuu

The Mashindano soon begins, with most of the Pride Lands coming to watch, constantly chanting as the two crocodiles face off. The battle rages on, with Pua using many techniques to pull Makuu down. 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.

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Ono tries to rid Bunga of his smell.

In The Lair of the Lion Guard, the Lion Guard are relaxing, with Ono still trying to clean Bunga. He asks Bunga to roll around in the dust, which causes him to sneeze. 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, the Lion Guard quickly leap into action, with Ono scouting out the areas.

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The Lion Guard prepare to face Makuu.

He 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.

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Makuu challenges Kion.

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.

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Kion talks to Pua.

He 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.

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Uh-oh! Baboons in Pride Rock!

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. He tells him to roll around in mint leaves and eat one, which solves his stench 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.

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Kion seeks Mufasa's advice.

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.

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Kion discusses plans with the team.

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.

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Remember me, hyrax?

In the Grove of Trees, Ono notices hyrax on a tree as the only animal there. They grow concerned, unsure how to get rid of him in time. Meanwhile, Kion and Beshte have approached Makuu, and have initiated conversation. Bunga tells Fuli that he can get the hyrax to move, and attempts to scare him off with his scent again. However, this fails, as Bunga no longer smells. With time of the essence, Fuli tells him to leap down with the hyrax in tow, and Fuli rushes off with the pair, allowing Ono to give the all clear.

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Kion unleashes the Roar.

Beshte confirms he's good to go, and Kion warns Makuu one more time that if he wants a fight, the Lion Guard can offer him one. When Makuu appears intrigued by the vague threat, Kion turns around and unleashes his Roar of the Elders on the trees to blast away all the leaves. Stunned, Makuu agrees that it's time to move on, muttering that the fish are running out anyway. He and his float then leave Big Springs.

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The hippos return to Big Springs.

Soon, Ono confirms that the animals have moved back to their original places, and that everything seems to be back to normal. But before normality can be truly restored, Basi calls out to Makuu, telling him that when there are enough fish, the crocodiles are welcome back if they ask. Reluctantly, Makuu acknowledges his words before slithering away with the rest of his float.

Ono apologizes to Bunga for making him lose his smell, as it has its uses. Bunga replies with Hakuna Matata, saying that he hopes it wears off soon, as the hyrax climbs across his back. The Guard laughs as they watch.


Characters (in order of appearance)

(silent cameo)
(silent cameo)
(silent cameo)
(silent cameo)
MtotosMom-profileMtoto's Mom

(silent cameo)


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Lionguard-profileThe Lion Guard Makuusfloat-profileMakuu's Float Simbaspride-profileSimba's Pride Basispod-profileBasi's Pod
Shingosherd-profileTwiga's Herd Thurstonsherd-profileThurston's Herd Bigbaboonstroop-profileBig Baboon's Troop Matembosherd-profileMa Tembo's Herd


Pridelands-profilePride Lands
Ukuniwoods-profileUkuni Woods
Bigsprings-profileBig Springs
Priderock-profilePride Rock
Hakunamatatafalls-profileHakuna Matata Falls Lakematope-profileLake Matope
Lairofthelionguard-profileLair of the Lion Guard Groveoftrees-profileGrove of Trees
Nyanigrove-profileNyani Grove
Acaciasavanna-profileAcacia Savanna Unknown-profileZebra and Antelope's Grazing Ground Unknown-profileElephant's Watering Hole


Lions-profileLions Honeybadgers-profileHoney Badgers Cheetahs-profileCheetahs Hippos-profileHippos Egrets-profileEgrets Crocodiles-profileCrocodiles Warthogs-profileWarthogs
Zebras-profileZebras Giraffes-profileGiraffes Rhinos-profileRhinoceroses Baboons-profileBaboons Gazelles-profileGazelles Hyraxes-profileHyraxes
Monkeys-profileMonkeys Fishes-profileFishes


  1. Press release
The Lion Guard Episodes
Special Episodes
Return of the RoarThe Rise of Scar
Season One
Never Judge a Hyena by Its SpotsThe Rise of MakuuBunga the WiseCan't Wait to be QueenEye of the BeholderThe Kupatana CelebrationFuli's New FamilyThe Search for UtamuFollow That Hippo!The Call of the DrongoPaintings and PredictionsThe Mbali Fields MigrationBunga and the KingThe Imaginary OkapiToo Many TermitesThe Trouble With GalagosJanja's New CrewBaboons!Beware the ZimwiLions of the OutlandsNever Roar AgainThe Lost GorillasThe Trail to UduguOno's IdolBeshte and the Hippo LanesOno the Tickbird
Season Two
Babysitter BungaThe Savannah SummitThe Traveling Baboon ShowOno and the EggLet Sleeping Crocs LieSwept AwayRafiki's New NeighborsRescue in the OutlandsThe Ukumbusho TraditionThe Bite of KengeTimon and Pumbaa's ChristmasThe Morning ReportThe Golden ZebraThe Little GuyDivide and ConquerThe Scorpion's StingThe Wisdom of KongweThe Kilio Valley FireUndercover Kinyonga