While Kion and Bunga are playing Baobab Ball, a gazelle tells them that a hyena is in the Pride Lands. Bunga challenges the hyena, which is in a bush, telling it that it was wrong to mess with him. When Jasiri pops out, Kion greets her in surprise. Jasiri tells him that lions have taken over her family's water hole. Kion dismisses this, saying its just a misunderstanding, but allows Jasiri to show him. He sends Bunga back to the Lair of the Lion Guard to tell the others where he is. In the Outlands, Kion meets Jasiri's siblings, and her sister tells him that the younger ones have only know bad lions. Meanwhile, in the Lair, Ono and Fuli race, Ono continuously losing. When Rafiki asks Bunga where Kion is, he tells the Lion Guard that Kion and Jasiri went to the Outlands to meet lions. Rafiki is astonished and explains that the lion they are meeting up with is probably the Outsiders. He explains why Simba banished them. The Guard rushes to help.
In the Outlands, a teenage lion named Nuka pins Jasiri, telling her to stay out of their territory. Kion tackles him, and a young cub named Kovu groans at Nuka's weakness, telling Kion that Nuka is his brother. After learning that Kion is Simba's son, the two brothers take him and Jasiri to their mother and the Outsiders' leader Zira' who is drinking at the waterhole with her daughter Vitani. Kovu tells her that Kion had talked to Simba about allowing them to live in the Pride Lands, so he can see Kiara. Vitani rudely asks what Kion is doing with a hyena. After learning that Kion is leader of the Lion Guard and possesses the Roar of the Elders, Zira tells Kion to roar at a cloud, and when he does, it turns into a rain cloud. Kion asks how she knew this, and she says she is familiar to the Roar. She asks to talk to him privately, and Jasiri says that she doesn't trust her. Kion again dismisses her, saying its a misunderstanding, and goes with Zira. Zira tells him that lions should be the best rulers but Kion disagrees, saying he likes the Circle of Life better.
Zira corners him with her lionesses and reveals that she knew Scar, who told her about the Roar and that he lost it because he used it against other lions. Thus, she offers him a choice: either join her or die. She leaves him under guard and gets her cubs, butting in on Nuka attacking Jasiri and Vitani complaining how her mother is taking long. Zira tells Jasiri that Kion is joining them, and disappointed, Jasiri leaves. She then meets up with the rest of the Lion Guard, who tells her that Kion would never go with Zira. They return to Kion, who pinned down by two other lionesses.
The Guard and Jasiri manages to corner the pride, and Zira reminds Kion that Roaring at other lions would take away his Roar, but Bunga reminds him Scar only lost the Roar because he used it for evil. Kion remembers Rafiki's paintings, and Roars away Zira's pride, with Kovu keeping himself there. Kion challenges Kovu, who quickly runs after his mom. Jasiri's sister thanks the Guard, admitting she didn't have trust in him before. The younger ones continue to run in fear, and Jasiri tells him to take it as a compliment, since he's fierce.
- Andy Dick as Nuka
- Lacey Chabert as Vitani
- Jason Marsden as Kovu
- Max Charles as Kion
- Joshua Rush as Bunga
- Diamond White as Fuli
- Atticus Shaffer as Ono
- Dusan Brown as Beshte
- Khary Payton as Rafiki
- Nika Futterman as Zira
- Maia Mitchell as Jasiri
- Maisie Klompus as Madoa
- This is Zira, Vitani, Kovu, Nuka and the Outsiders' first appearances in the series.
- While the original voices of Nuka, Vitani and Kovu reprised their roles from the second film, Zira's voice was provided by Nika Futterman since her original voice actress, Suzanne Pleshette, passed away in 2008 and since Grey Griffin (who voiced her in video games) was busy with other projects.
- This episode marks the first appearance of Jasiri's Clan.
- This is the first time Kion fights against his own species.
- It is also the first time lions were antagonists in The Lion Guard.
- Jason Mardsen voices Kovu as cub, even though in The Lion King II: Simba's Pride, he didn't voice Kovu until when he became an adolescent. Though it could be possible that at this point in his cubhood, Kovu's voice broke.
- Zira's song, "Lions Over All", uses some references to "Be Prepared" and "My Lullaby".
- This episode reveals that the Outsiders, like the Pridelanders, are enemies with hyenas, regardless of their unawareness that Scar was killed by hyenas. It also squares with the idea of Zira originally being accompanied by the hyenas, but instead outsider lions in The Lion King II: Simba's Pride.
- Kion, Bunga, Ono, Fuli and Beshte never knew about the Outsiders because they weren't even born yet until now.
- In the episode, when meeting Kovu, Kion is shown to be surprised that he knows Kiara, to which Kovu says that they met "a while ago". This could mean that Kion was either not born yet, not around or was an infant when Kiara met Kovu.
- Zira knew the existence of the Roar of the Elders through Scar. This squares perfectly with her fanatic worship for him as his most devoted follower, despite the events of the first film, where all the lionesses present at the time were devoted to Mufasa and Simba and had fought beside Simba against Scar. There's also a painting of Zira and Scar together.
- The termite mound at the end of the episode is not the same as in Lion King II. The Outsiders are no longer on their former territory but quite another as the say Zira.
- Moral: Trust the people who stand by you