Despite Scar's admission, Kion directs his team to leave, as he is worried about arriving too late to save his father. Unbeknownst to the team, Ajabu has worked up his courage and introduced himself to a herd of zebras. Ushari then leaves for the Outlands. While at Flat Ridge Rock, the Lion Guard overhears Kion using the Roar of the Elders. Bunga and the Lion Guard chase off the Outlanders. They round up the vultures, and Kion uses his Roar of the Elders to banish them back to the Outlands. Meanwhile, Makini attempts to use the ponya flowers to heal the Lion Guard. Twiga is quick to deny this assertion, and Vuruga Vuruga backs her up, with both acting suspiciously. Eventually, Kion uses the Roar of the Elders to clear the hyenas, and Beshte makes his way to safety. As he starts to lead the Guard further into the kingdom, Beshte comments that at least he hadn't been mad about their nearly losing an ostrich egg, to which Fuli counters that it's not Beshte's fault that he can't jump like a lion. She witnesses Makini fetching tuliza from her Bakora Staff, and orders her porcupine minions to steal the staff for her. Kion deduces that Makuu must be trying to spoil the event and he, Bunga, and the Lion Guard take off to thwart the danger and warn Simba. Simba asserts that Kion would have been proud of the Guard. Jasiri then tells Kion to take it as a compliment, for he is rather fierce. At the end of the canyon, Nne and Tano trap the herd of oryxes and move in for the kill. Bewildered, Kifaru admits that he had wondered why there were so many trees on the path to Lake Matope. In the midst of the conversation, Ono spots Mwevi and Mwizi being chased by Janja, and he reports what he has seen to Kion. The team does as they are told, escorting Makuu and his float to their own private water hole, but the water hole proves to be too crowded and uncomfortable for the crocodiles. Not long after this, Bunga calls for Kion's help, shouting that the hyenas are attacking a herd of gazelles. While Beshte is talking to Mbeya, Bunga and his friends wait on the edge of the water hole. Later, Ono laments having caused Makuu's float to awaken early. He then orders his team to protect the elephants, leaving Kilio Valley to the mercy of the fire. After introducing themselves, Reirei and Goigoi sing "We'll Make You a Meal", in which they fool the aardwolves into trusting them. Next, the team comes to a canyon that is too wide to jump across, and Kion uses the Roar to funnel his teammates to the other side. Ono scouts the Outlands and catches sight of Jasiri's clan being attacked. Jasiri admits that lions have taken over her family's watering hole and are refusing to share it. The zebras are brought successfully to safety, but in the midst of the rescue, Beshte is swept away by the impeding floodwaters and finds himself trapped in the Outlands. The baboon leader and Mbeya start to bicker again, but Beshte encourages them to get along with one another. Meanwhile, the Lion Guard is still playing hide-and-seek, unaware that Beshte is missing. Ono states that the next stop on their journey is a pass through the mountains, and Anga uses her keen vision to lead the team to the right location. Near Pride Rock, Bunga and the Lion Guard struggle to put out a brush fire. Bunga unknowingly saves Cheezi from a mudslide. Later, Basi and Beshte overlook Bupu's herd grazing on the other side of the water. The Lion Guard struggles to escape the tidal wave, which decimates the island and causes Makini to lose her tuliza. Ushari doubts Scar's plan, but Scar reassures him that he is always two steps ahead. Kion questions whether they will continue to attack the herds, but the hyenas declare that they only want to eat leftovers. When the Lion Guard is helping some sable antelope out of the mud, they hear the rumble of a forming sinkhole in the distance. Once underground, they search for a way out. At first, Yun Mibu is afraid to help Kion due to their earlier encounter, but with some encouragement, he agrees to the task. Bunga and Simba get into an intense argument while navigating Nandembo Caverns. The Lion Guard rushes to the rescue, and the five discover that Makuu has invaded Big Springs, which has forced the other animals to switch habitats. In the Pride Lands, the dry season has started, and Bunga and the Lion Guard are busier than ever, much to the annoyance of Ushari, who Bunga keeps running over. She offers to accompany Ono instead and use her minimal healing skills to assist the Lion Guard. Later, Beshte laments Hodari's predicament to his team. After Bunga's fall, a pack of red pandas approaches, hailing Bunga as "Sonnesen Khun." To her surprise, Bupu relents and tells her that they had only wanted the Lion Guard to be polite to them. Across the Pride Lands, the hyenas attack the zebra herd, and Ono rushes off to fetch the rest of his team. Kion leads the elephants to the galagos and then the giraffes, but both groups turn them away. Mapigano begrudgingly leaves, and Badili thanks the Lion Guard profusely for their help. Ma Tembo and the other Pride Landers depart, but Bunga and the Lion Guard linger to inspect the stripped tree. Ono asks Kifaru where his tickbird is, and Kifaru admits that his tickbird, Mwenzi, had left him earlier that morning. The Guard then realizes that it is an optical illusion, in which a stone bridge appears to blend in with the rest of the landscape. Each of Bunga's attempts ends in failure, but Rafiki encourages Bunga to keep practicing regardless. Just then, the mongooses launch another attack on the Lion Guard and are swiftly defeated. Ushari appears to be rather timid at first impression. In the meantime, Fuli leaves on her own to collect the tuliza. Bunga and Ono attempt to stop Thurston from passing. Fuli allows Kasi to run ahead, but streaks to the finish line before her. Bunga wonders what this ceremony is, and Ono explains that Hadithi will press his talons into mud and have his prints forever preserved alongside those of other heroes. Bunga and Makini follow Kenge and the hyenas to Embamba Canyon, where Bunga distracts the thieves while Makini steals their melons and hides them behind rocks. Bunga explains that word has been spreading that he is a fantastic babysitter. At the last second, she swoops in to save Bunga from Janja's clutches, but in the process, the two get trapped on a rock in the midst of a lava stream. The Lion Guard tags along at Dhahabu's insistence, much to Bunga's delight. Though this makes him a great friend and playmate, it lands him into trouble more often than not. Kion starts to break his team up into groups, but realizes that Beshte is still in hiding. However, the rock simply rolls the other way and disappears into the floodwaters. Makuu realizes that someone had set a trap for him, and Kion proclaims that he knows how to find out who is to blame. Anga spots a patch of tuliza, and Bunga offers to fetch some for his team. Ono protests the appointment, but gives in when Kion reminds him that helping Kifaru will keep the Pride Lands safe. Appalled at Makuu for being so willing to share with the other Pride Landers, Kiburi calls for a mashindano. The Lion Guard returns to Kion, and Anga relates the time that a much younger Lion Guard had rescued Ono's egg from Janja's clan ("Remember What Makes You You"). The team becomes irritated when they realize that Thurston is still with them, but they have no choice but to proceed with their attack. At the Tree of Life, Bunga questions Rani on why Kion is not ready to use the Roar. However, as he is leading Kifaru, Bunga becomes so distracted by eating ticks that he fails to notice a cliff in their path. Badili passes every test, and the Lion Guard expresses their confidence in his newfound determination. Instead of giving in to his anger, Kion summons the Great Kings of the Past, who judge Scar by sending down rain that melts him away. A mongoose who had been chased away happens to run past Fuli, who resolves to save the Flood Plains with the rest of her team. They then take off in a different direction, while the Lion Guard continues to pursue the herd of stampeding antelope. The Lion Guard's search continues, during which they run into a panicked Thurston. Just then, another attack begins, and Anga and Ono take off to investigate the problem, which is revealed to be the vultures. He yells up to Kion, letting him know of his suspicion, and Kion agrees to travel through the entrance of the caverns, while Bunga and Simba climb through the tunnel to meet them. During the attack, Bunga attempts a complicated move with a stick, but performs it incorrectly and injures himself. Later, Mtoto's mother struggles to rehearse her lines with Bunga, who continually forgets what he is supposed to be saying. Across the savanna, Bunga and Ono manage to thwart Twiga the giraffe from using the blocked up trail, but a determined Thurston strides past them and gets trapped in the mud. He then strikes the rock at the Tree of Life's entrance with lightning, destroying it and freeing the Night Pride. During their patrol, Ono informs his friends that Janja's clan is attacking Ma Tembo's herd. Unbeknownst to the friends, they have been spied on by Mzingo, a vulture minion of Janja's, who reports back to his leader about the newly formed Guard. Bunga and Fuli tend to a misplaced pangolin. But Scar then meets a Strange Cobra who attacks him, resulting in the scar on his eye. He rams Makuu last, knocking him and the tree stump into the swamp, and yells after him that that's what he gets for messing with Mwenzi. With some harsh insistence from Fuli, Bupu and his herd reluctantly follow after the Lion Guard until the group reaches the edge of the Flood Plains. The jackals initially have the upper hand, but with the pangolins' help, Fuli and Ono manage to fend the pack off. Just in time, Bunga and Ono arrive, with Bunga taking on Kenge while Ono stops the hyenas from stealing the melons. Tupp explains that desert creatures use the sky to navigate their surroundings. Shortly after the rescue, the Lion Guard encounters a klipspringer trapped on a rock in the midst of a raging river. That night, Kion notices something on the ground and rushes off to speak to the Pride Landers. When Makuu leaves with the Lion Guard to speak to Simba about new sleeping arrangements, Kiburi seizes control of the float, inspiring them to join him in taking over the water holes in the Pride Lands. Before the event, Ushari speaks privately with Kiburi, who agrees to the snake's plan. Makucha attempts to catch Ajabu, but he is delayed by the zebras, whom he refuses to eat in favor of tracking down Ajabu. When Ono sees Ushari, he becomes worried. Since he is a Pride Lander, Kion decides that it is their duty to save him. He then asks what they would do if Kion were in Simba's place, and Fuli explains that she and Ono would go after the herd, while Beshte and Bunga would stay behind to assist the king. Back in the Outlands, Ushari and Janja decide to use what they have learned to summon Scar. After the fight, the Pride Landers celebrate their victory. The baboon leader clarifies that it had been him who had called Mbeya clumsy and then accuses Mbeya of having bumped into him. Kion admits that he is not in the right head and puts Fuli in charge. Kion suggests cutting through Nyani Grove, which inspires Shujaa to charge through the grove and begin clearing a wide path. Kion assures them that they are fine. Bunga calls frantically for Beshte, who has gone missing. Just then, Fuli approaches with the tuliza and gives him a dose. After the fight, the Lion Guard realizes that Makini and Ono are missing and set off to find them. The team engages in a fight with the hyenas, and Janja and his clan are effectively steered away from the edge of the steam vent. At the same time, the rest of the Lion Guard joins Kion and relates how Rani had been called away to face down a threat to the Tree of Life. They overhear the Komodo dragons attacking the Lion Guard and race to their rescue. Later that day, Kion announces to the Summit that Makuu had fallen into a pit and lost his life in the struggle. Bunga rides Mbeya on their way to the watering hole. Kion is about to use the Roar of the Elders to finish off Vitani and her pride when Kiara appears with Kovu and explains that the Outsiders have joined the Pride Landers. Bunga nearly falls to his death in his attempt to save Kion from Ushari's attack. Bunge frightens a group of genets by telling them about the Zimwi. While following the dung beetles, Bunga tells his friends about the day he'd met his uncles, Timon and Pumbaa. Just then, Makini spots a family of snow monkeys relaxing in a hot spring. At sunset, the Pride Landers gather at Lake Matope to watch the mashindano. He explains that the birds have gathered for the return of Hadithi, the legendary eagle, who is famous for his "Hadithi Spin.". Simba then tasks Kion with gathering a new Lion Guard to protect the Pride Lands. Bunga instantly took a liking to them and followed the two friends. In Mizimu Grove, the Lion Guard practices their lines for the Ukumbusho Tradition. The team takes chase, and Ono is able to spot her with his keen sight. Once in the Lair of the Lion Guard, Bunga shows Beshte the paintings, and the two spot another painting of Kion in a tree. Kion commands the gorillas to let the pangolins go, but the gorillas insist that the pangolins are too much fun to squeeze. Dhahabu then takes the Lion Guard aside and shows them the whole of Dhahabu Grove, which she pronounces as being the happiest place in the Back Lands. Vitani is then able to use the Roar of the Elders, as she is now the protector of the Pride Lands.