Beshte returns to his pod in Big Springs after he gets sticky. Here, he explains that the fish in his home eat the muck and dirt off the Hippos, including the food stuck in his teeth. Two female hippos whistle at Beshte as he becomes clean, and Beshte says hello back to them. 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. Bunga dives in, but the fish are repelled by his scent.
Pua then arrives to ask 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 float. He invites them to return the 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.
After Makuu becomes the new leader, he forces the hippos out of Big Springs so that his fleet can feast upon the fish there. Later, after Kion has used the Roar of the Elders to get him to leave, they return. Basi calls out to Makuu as he's leaving, telling him that when there are enough fish, the crocodiles are welcome back if they ask. Makuu says he'll keep that in mind.
Beshte invites Fuli back to his pod when he sees her alone. He ends up pushing her into the water by mistake, and one of his pod members rushes to the rescue, rising her up on his back. Annoyed, Fuli leaves, much to the Zimwi . He claims that he has to practice so he can be one of them if they like him. The next morning Beshte practices for them and becomes part of them.
A few pod members appear with Zito at a watering hole that's under a patch of dry lightning clouds but they wind up trapped with the guard by the fire. In the midst of finding a way out Ono points out that Rafiki's Tree is on fire with using a nearby rock as an escape route they all make it out and after the fire is out. Kion tells them to stay away from the water until the lightning passes.
When Bunga wants to give his uncles the best Christmas ever, Basi's pod agree to join in with the celebrations. After rehearsing all night, they are about to give up until Bunga reveals to them how important it is to him, and why.They return and perform The Twelve Ways of Christmas with the other animals.
Kiburi's Float tries to attack Big Springs with the rest of the Scar's army. A strong Gorilla named Shujaa comes to help the Lion Guard fight them. He throws a large rock at Reirei and Goigoi which makes everyone else scared. He soon scares off the Hyenas and Crocodiles. Later the army comes back to Big Springs and a fire has started. Beshte says to get the pod into the water for it is the safest place. A tree starts to fall and Beshte pushes it out of the way. Besthe's leg gets hurt Ono goes to get Shujaa for help. After hearing that Beshte is in trouble he goes with Ono to save him. He picks Beshte up carefully and carries him to a safe place. Shujaa scares the Army of Scar away and puts out the fire.
Basi is at Big Springs and is worried about the Outlanders attacking and he soon sees something in the water. Beshte goes into the water and it turns out that it's just Kiazi. The Lion Guard come by to hear about Basi's false alarm. Soon Timon and Pumbaa walk by and track down a bug. Then Makini comes by and invites the Lion Guard and Basi's pod to her Mpando Mpya. Kion asks Timon and Pumbaa and to sing a song for the show. At the celebration Timon and Pumbaa sing a song until Scar's army comes to celebration. Kion gathers the Pride Landers to fight them. Scar reveals himself in front of the Pride Landers and says he'll take over the Pride Lands. The animals start to panic and run however the Lion Guard clams them down. They get upset that Kion or Simba never told them that Scar was back and they wanna leave. The next morning Kion brings everyone to Mizimu Grove and says that Makini's babobab tree has surrived the attack. Everyone claims that they want to stay in the Pride Lands and Makini plants her tree.