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 it's 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 clan, and her sister Madoa tells him that the younger ones of the clan Tunu and Wema have only known bad lions. Meanwhile, in the Lair, Ono and Fuli race, with 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 lions they are meeting up with are probably the Outsiders. He explains that Simba banished them for their loyalty to Scar. The Guard rushes to the Outlands to help Kion.
In the Outlands, a teenage lion named Nuka tackles 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 it's 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 too 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 is pinned down by two other lionesses.
The Guard and Jasiri manage to corner the pride, and Zira reminds Kion that roaring at other lions would take away his Roar, but Bunga reminds Kion that 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. Madoa thanks the Guard, admitting she didn't have trust in him before. Tunu and Wema continue to run in fear of Kion, 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
- Crimson Hart as Tunu
- Fiona Hart as Wema
- Erica Luttrell as Lioness and Female Gazelle
- 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 who served as her army, but instead outsider lions in The Lion King II: Simba's Pride.
- The Lion Guard never knew about Zira and the Outsiders or their exile because they weren't born until afterwards.
- 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, was an infant or was doing his own thing when Kiara and Kovu met.
- Zira knew the existence of the Roar of the Elders through Scar. This squares with her fanatic worship for him and perfectly supports contradiction to 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. Some theories suggest that Zira and her lionesses were also away from Pride Rock during the battle and returned after Scar was overthrown by Simba and killed by the hyenas. There's also a painting of Zira and Scar together.
- Moral: Trust the people who stand by you and don't believe everything you're told.