At the Tree of Life, the Lion Guard and the Night Pride are relaxing at a small pool. Upon seeing Kion with mud on him, Nirmala tells the Guard that the mud is helping to heal the venom on his scar. Kion asks her if he can take off the mud to which she agrees to. Taking off the mud, Nirmala tells the Guard that Kion is making progress as there is a long way to go. Nirmala then tells Ono that it is time for him to be healed to which she takes the egret to the Tree of Life to be healed by Janna. After Bunga's chewing annoys Fuli, Baliyo explains that chewing is quiet for a honey badger to which he knows another one named Binga, another honey badger living in the marsh. As Baliyo takes Bunga to Binga, to which they are both honey badgers to which he and Binga do a bug-eating contest after befriending her to know which honey badger eats the most bugs to which Binga wins. Bunga tells her to do something else to which she agrees and Bunga did not think of a plan yet.
Meanwhile, Makucha, Chuluun, and Ora are discussing plans to get to the Tree of Life to which Mama Binturong arrives and her plan is to trick the Night Pride into letting her into the Tree of Life by finding their weaknesses as she takes revenge against Bunga. Elsewhere, Ullu notices Mama Binturong crying for help by pretending to be a sick animal to which the Night Pride "defends" her from the predators. As the predators retreat, the Night Pride takes an "injured" Mama Binturong to the Tree of Life. Elsewhere, the Guard arrives to Janna's hideout where Ono is ready to be healed as Bunga decides to do another challenge with Binga. Upon approaching Rani, Nirmala, and Mama Binturong, Rani brings Mama Binturong to Queen Janna to be "healed". Ono is waiting to be healed as Janna devices to "help" Mama Binturong as Queen Janna is known for healing any animals that are weak and injured. Asking Janna to take her to tour her around, she tells her she is too weak to leave the Tree due to her age. Mama Binturong then asks Rani by showing her to a tree to which she agrees as she thanks Janna.
Meanwhile, Rani takes Mama Binturong ("Granny Ginterbong") to which Rani smells a stench from a honey badger to which Mama Binturong knows about Bunga, a honey badger. Mama Binturong tells Rani to rest like what her grandmother said as she decides to get to Bunga after smelling the scent from the honey badgers. Bunga and Binga then compete with each other again to which Binga bested Bunga again as the two honey badgers challenge each other to know which one is better as they spend time with each other to know which one is better.
Meanwhile at the Tree of Life, Makini brings Ono to Janna for him to be healed. Upon healing Ono, she explains that his eyesight is better but will never be strong as it once was as Ono explains that his eyesight is now better than before. Thanking Queen Janna for her offer, Ono then decides to find Bunga while Kion decides to return to Janna for Kion to be healed. Ono cannot see Bunga properly just like what Queen Janna told him to which he tells Anga to find Bunga to which Anga finds him mingling with his new friend Binga.
Meanwhile in the marsh, Mama Binturong (disguised as "Granny Ginterbong") encounters the Guard to which they are on their way to meat Bunga to which she allows the Guard to meet Bunga as Mama Binturong decides to rest. It is then revealed that Granny Ginterbong is not a wounded animal because she is able to climb trees perfectly as it is actually Mama Binturong's disguise. Meeting Bunga and his friend Binga, Bunga introduces her to Ono to which he explains to Bunga that Queen Janna healed him at the Tree of Life. Introducing Binga to the Guard, Bunga tells the, to know where Kion is at now to which Fuli explains that he is with Nirmala at the Tree of Life where he is being healed to which Beshte tells Nirmala has been helping Kion who has been having trouble controlling the Roar to which Mama Binturong overhears them talking about Kion as she plans to trick the Night Pride into getting in. Upon seeing a pika, she tells him that the Tuliza belongs to her. Ono then sees Mama Binturong taking all the Tuliza from the pika as he keeps up with the Lion Guard.
Back with the predators, Mama Binturong plans to kill Queen Janna as a plan for Makucha and his army to eat the predators. Mama Binturong then instructs her henchmen that the Night Pride only patrols at night as she plans to distract them so that the predators can get in the Tree of Life to take out the Queen so that all the animal outside will panic as the predators can plan on eating them after overthrowing the Queen. Mama Binturong then decides to take on Bunga while telling the other three to take on the Lion Guard. Meanwhile, the Night Pride hears Mama Binturong screaming for help again to which Rani tells Ullu to know where she is to which she tells the Night Pride that she must be on Ciso River, which is on the other side of the Tree of Life. Rani then tasks Ullu to find the Lion Guard to meet the Night Pride at Ciso River. Tricking the Night Pride, Makucha's army plans to take down the Queen of the Tree of Life.
Meanwhile, Ullu warns the Lion Guard that they need to bring Mama Binturong to the Tree of Life as Anga sees her hanging from a branch to which Anga doesn't see any predators attacking her as the Lion Guard decides to follow Ullu to "help" her. Ono then realizes that "Granny Ginterbong" is actually Mama Binturong as she has been tricking the Lion Guard the Night Pride the whole time. Ono tells the Guard about Mama Binturong's true form to which he explains to the Lion Guard and Ullu that Mama Binturong is working with Chuluun. Soon as the predators approach the Tree of Life, Kion warns Ullu to tell Rani that "Granny Ginterbong" is actually Mama Binturong, her true form. As the predators prepare to enter, the Lion Guard confronts Makucha's army again, foiling the plan.
Meanwhile, Bunga and his friend Binga are doing a snowball fight as she plans to take revenge on Bunga as she confronts Bunga for decimating her Tuliza. Confronting the angry binturong, the Night Pride discovers Mama Binturong's true form as they plan on defeating her along with the honey badgers. Bunga and Binga manage to use their stench abilities to defeat Mama Binturong once again. Back at the Tree of Life, Rani thanks Ono for figuring out Mama Binturong's true form to which as she thanks him for helping the Night Pride to which he is still helpful even though his position of the Lion Guard is the Smartest as Ono feels satisfied of himself.
- Max Charles as Kion
- Joshua Rush as Bunga
- Diamond White as Fuli
- Atticus Shaffer as Ono
- Dusan Brown as Beshte
- Bryana Salaz as Anga
- Landry Bender as Makini
- Peyton Elizabeth Lee as Rani
- Lou Diamond Phillips as Surak
- Miki Yamashita as Nirmala
- Hudson Yang as Baliyo
- Shohreh Aghdashloo as Janna
- Steve Blum as Makucha
- Kimiko Glenn as Chuluun
- Andrew Kishino as Ora
- Vyvan Pham as Ullu
- Rachel House as Mama Binturong
- Fiona Riley as Binga
- Ford Riley as Pika