MTOTO: Hyena attack!

SHINGO: Hyena attack?

THURSTON: Hyena attack?


THURSTON: Panic and run! Panic and run!



KION: Everybody calm down! Who saw the hyenas? Where are they?

BABOON: (GASPING) In, in the grass!


KION: Hyenas! We know you're in there! Lion Guard, spread out! You're surrounded, hyenas!


KION: Come on out!


KAMBUNI: Don't hurt us!

GUMBA: We're not really hyenas!

FULI: Uh, yeah. We can see that.

KION: (SIGHS) Why were you trying to scare everybody?

KAMBUNI: We weren't! We were just playing Lion Guard!

BESHTE: (CHUCKLES) Playing Lion Guard?

KAMBUNI: And it was our turn to be the bad guys!

GUMBA: It was all Mtoto's idea!

KION: Are you Mtoto?

MTOTO: Mmm-hmm.

KION: Ono, want to give the all clear?

ONO: Affirmative. False alarm everyone! No hyenas here!



KION: So you guys were pretending to be the Lion Guard?

KAMBUNI: Oh, yeah! We each take turns being different members!

GUMBA: Except Mtoto, he's always Beshte!

BESHTE: Really? Me? Poa!

BUNGA: Who gets to pretend to be me?

GUMBA:You know, whoever is last.

BUNGA: Say what?

KION: Well, little Lion Guard, this isn't the best time to pretend to be hyenas.

ONO: I saw Janja and his hyenas sneaking into the Pride Lands yesterday.

FULI: And they're still around here... Somewhere.

KION: So you can see why everyone got so upset.

KAMBUNI: We never meant to scare anybody!

GUMBA: We won't do it again! Promise!

BESHTE: Hi, little guy. Uh... Did you want to ask me something?

MTOTO: Uh... How's it feel to be so strong? What's it like to fight bad guys? Can you really knock down a tree with your head? How's it feel to be a real live hero?

BESHTE: Oh, well, I'm not really. It's the whole team. Not just me.

MTOTO: Hey! Maybe the real Lion Guard could play Lion Guard with us!


KION: Sounds like fun. But with hyenas on the loose, we need to stay sharp. Lion Guard! Time for some training.

BUNGA: Sounds good! Zuka Zama!

BESHTE: Well, I'd better get going.

MTOTO: Aw. Can't you stay just a little longer, Beshte? Please?

BESHTE: Hmm. Say, Mtoto, how'd you like to come watch us train?

MTOTO: Poa! That'd be awesome!

BESHTE: Okay! C'mon, Mtoto, let's go!

MTOTO: I can't believe it. I'm gonna train with the real live Lion Guard!

BESHTE: So you really do like the Lion Guard, huh?

MTOTO: Who doesn't? You guys are the greatest!

BESHTE: Kion is a great leader. And Fuli's just so fast! Bunga's not afraid of anything. And Ono...

MTOTO: But you're the biggest reason I like the Lion Guard!

BESHTE: Well, I guess I am the biggest...

MTOTO: Not like that, Beshte. I think you're the best!

BESHTE: Uh, well... Thanks. I don't know what to say. Hey, look! There's Kion and the others! Come on!

KION: We need to be ready to chase down Janja wherever we find him.

FULI: (SCOFFS) I'm always ready.

BESHTE: Hey, guys. Sorry I'm late. I, uh, invited Mtoto to come along.

KION: Okay. Well, we were just about to run an obstacle course.

MTOTO: Poa! Can I run it, too? Whoa!

KION: Sure, I guess. Stick with him, Beshte. Ono, keep an eye out for hyenas while we're running this one.

ONO: Affirmative! The sky's probably the safest place to be.

KION: Everybody follow me! Boulder jump! Go!


BUNGA: Zuka Zama!


BESHTE: I usually just run around 'em!

MTOTO: Oh! Uh, okay!

KION: You're gonna love this, Fuli.

FULI: Argh!

KION: (CHUCKLES) You'll do anything to stay dry, won't you?

FULI: You know it.

BUNGA: Zuka Zama!


BUNGA: Huh. Not as deep as I thought.


BUNGA: Whoa!



MTOTO: (TRUMPETS) Oh, no! I'm, I'm sorry!

FULI: Yeah, well... It's just water.

ONO: Told you the sky was the safest place to be.

KION: Yeah, why don't we try something totally different.

MTOTO: Oh, okay! I'll do a lot better this time! You'll see!

BESHTE: Sure you will, Mtoto.

KION: Hmm, let's run a stealth surround drill.

BUNGA: Yeah, yeah! Where we practice sneaking up on bad guys and surround them.

BESHTE: Haven't done that in a while.

FULI: Sounds good to me.

BUNGA: I always ace this one.

KION: Okay, I'll go to the other side of that big rock pile. The rest of you try to sneak up, without me seeing or hearing you. Ono? Keep watch for hyenas while we're running this one?

ONO: Affirmative!

KION: You know the drill. Wait till I'm out of sight. Then try to surround me.

BESHTE: You got it, Kion.

FULI: Okay. I'll approach from this side. You two go in from that side.

BUNGA: Kion'll never see me coming!

BESHTE: Sneaking up on someone isn't so easy for us hippos. Unless we're in the water.

MTOTO: Aw, you'll be great at it! You can do anything!

BESHTE: I don't know about that, but we'll give it our very best try!

FULI: Hey, Kion, how's it going?

KION: (LAUGHS) Got me. You're good, Fuli.

FULI: (SMIRKS) I know.

BESHTE: Walk softly... Easy does it... I don't think Kion heard. Let's keep moving.

MTOTO: Hey, Beshte, what about going this way?

BUNGA: Zuka Zama! Gotcha!

KION: (CHUCKLES) Bunga, what happened to sneaking up on me?

BUNGA: Eh, I got tired of that! Running right at ya's more my style.

KION: So, that just leaves Beshte.

FULI: And Mtoto.

BESHTE: (WHISPERING) You're really good at this, Mtoto. I can't even hear you. Mtoto? Guys, guys!

FULI: Beshte? What's wrong?

BESHTE: It's Mtoto! I can't find him anywhere!

MTOTO: I'm right here, Beshte! I was just sneaking, uh...

BESHTE: Mtoto!


BESHTE: Hang on, Mtoto! I'm coming!

MTOTO: Oh... It's not gonna hold. (SCREAMING AND GRUNTING)



KION: Mtoto, are you okay?

MTOTO: I think so...

BUNGA: (GROANS) I'm okay too.

BESHTE: Mtoto? Why didn't you stay with me?

MTOTO: I wanted to show you I could do a good job sneaking up on Kion. Sorry, I messed up. (SIGHS) Again.

KION: We're just glad you're not hurt, Mtoto. But I think it's time for you to head home.

MTOTO: Yeah. I guess so.

BESHTE: I'll walk you.

MTOTO: (SIGHS) Okay. Bye, everybody.

JANJA: I don't think he saw us. Yeowch! Watch it! But he could still hear us, fur brain!

CHEEZI: Yeah! They don't call Ono "The ears in the sky" for nothin'!

JANJA: That's not what they call him!

CHUNGU: They don't?

JANJA: (GROANS) Come on.

MTOTO: Sorry, you had to rescue me.

BESHTE: Well, I should've kept an eye on you. But you're okay. And that's what counts.

MTOTO: I really messed up, didn't I?

BESHTE: It was your first time training with the Lion Guard, Mtoto. You'll get better if you keep practicing.

MTOTO: You think?

BESHTE: Sure! 

♪ I know that you're upset 

♪ You think today was a disaster

♪ But don't give up just yet

♪ You'll grow stronger and faster

♪ I once about your size

♪ A little hippo who would've guessed?

♪ Here I am today, surprise!

♪ Among the Pride Land's best

♪ Take it from me

♪ You'll learn you'll grow

♪ Hold on to your dreams

♪ Never let go

♪ Just look within you

♪ The hero inside

♪ No need to worry

♪ Hold your head up with pride

♪ Believe in yourself

♪ There's no need to hide

♪ It's there within you

♪ Your hero inside

♪ So raise your trunk up high

♪ Tell the world, "wait and see"

♪ No, I'm just a little guy

♪ But that's not all I'm gonna be

♪ Take it from me

♪ You'll learn you'll grow

♪ Hold on to your dreams

♪ Never let go

♪ Just look within you

♪ A hero inside

♪ No need to worry

♪ Hold your head up with pride

♪ Believe in yourself

♪ There's no need to hide

♪ It's there within you

♪ Your hero inside

♪ There's no reason it can't come true

♪ 'Cause you've got it inside of you

♪ Whatever you dream of

♪ That's what you can be

♪ All it takes from you is to believe

♪ Just look within you

♪ The hero inside

♪ No need to worry

♪ Hold your head up with pride

♪ Believe in yourself

♪ There's no need to hide

♪ It's there within you

♪ Your hero inside

♪ Just look within you

♪ Your hero inside

♪ No need to worry

♪ Hold your head up with pride

♪ Believe in yourself

♪ There's no need to hide

♪ It's there within you

♪ Your hero inside

♪ Your hero inside ♪

MTOTO: So you really think I have what it takes to be a hero?

BESHTE: Sure! Just don't give up. You've already got some moves!

MTOTO: I do?

BESHTE: Like that water spraying thing you did with your trunk? Seriously poa!

MTOTO: Really?

BESHTE: Oh, yeah! Just, uh, be sure to use it on bad guys from now on!

MTOTO: Thanks, Beshte. I will!

BESHTE: And who knows? Maybe you'll join the real Lion Guard someday. When you're older.


BESHTE: I'd better head back. Take care, Mtoto.

MTOTO: Bye, Beshte!

KAMBUNI: Mtoto, where've you been?

MTOTO: Oh, you know. Training. With Beshte. And the Lion Guard.

SHAUKU: Wow! Did they make you a member?

MTOTO: Not officially, but...

KWATO: So you probably don't want to play pretend Lion Guard anymore, huh?

MTOTO: You kidding? Beshte said I should keep practicing my moves! Let's play right now! I'll be...

ALL: Beshte!

KAMBUNI: We know, we know!

MTOTO: Wait'll I show you this great trick I came up with when I was training with the Guard! Till the Pride Lands end, Lion Guard defend! Twende kiboko!


KAMBUNI: Hapana!

KWATO: Huwezi!

SHAUKU: Heyvi kabisa!


KAMBUNI: Gosh! This isn't as much fun as usual.

GUMBA: Yeah, 'cause we promised not to be hyenas.

SHAUKU: It's always more fun with somebody to chase.

MTOTO: Maybe we can't be the hyenas... But they can!



MTOTO: Yeah, you better run, you bad guys! You won't get away from me, Janja!

JANJA: Huh? Somebody call my name?


JANJA: Hey, boys. Look what we have here.


CHEEZI: Yeah! Bite-sized!


KION: Great job on the obstacle course! Now time for some speed training! On your mark, get set... Go!

BUNGA: (LAUGHS) Whoo! I can't believe I beat her!

ONO: Um... Actually, you didn't.


FULI: Did you really think you were faster than me?

BUNGA: Well...

KION: As long as you're both faster than the hyenas, I'm good. Speaking of hyenas... Ono, could you take another look around?

ONO: You bet!

KION: Thanks! Oh, and maybe look for Beshte while you're up there?

ONO: Good idea! He should've gotten back by now!

KION: I mean, how long can it take to walk a little elephant home?

THURSTON: What is the point of living in the Pride Lands, if we have to run from hyenas all the time? I mean, really!

BESHTE: Don't worry. The Lion Guard is on the job. We'll find those hyenas and chase them back where they belong!



MTOTO: I'm gonna get you, Janja!

KAMBUNI: You, too, Cheezi and Chungu!

CHUNGU: Wait. Are they really chasing us?

CHEEZI: Huh? I hope not!

JANJA: Fur brains! They're playing pretend! But it's about to get real. C'mon.


MTOTO: Argh! They got away! What do you want to chase now?

JANJA: I got an idea! How's about we chase you?

ALL: Hyenas! Ah!






KWATO: Jump on me!

CHUNGU: Ow! No fair. Kicking!

JANJA: (GIGGLING) Just you and me now, kid!

MTOTO: (PANTING) Boulder escape training. (CONTINUES PANTING)


CHEEZI: Janja! They're gettin' away!

CHUNGU: And that little zebra's mean!

JANJA: Doesn't matter. There's still the little elephant. And he's the slowest one. (LAUGHS)


BESHTE: Seriously. There's no reason to be afraid.

THURSTON: Maybe not for them! But zebras are the most delicious animals in the Pride Lands and the hyenas know it!


THURSTON: It's true. Deal with it.

ALL: Beshte! Beshte!

KWATO: We need your help! Please!

BESHTE: Whoa, kids! What's the kerbubble? And where's Mtoto?

KAMBUNI: (GULPING BREATH) Mtoto's being chased! By the hyenas!

THURSTON: (SCOFFS) Oh, not again! Don't listen to these little troublemakers!

GUMBA: This time it's true! Mtoto's in danger! And he's all alone!

BESHTE: Not for long! Stay here!

THURSTON: Oh, now, really! Who's going to protect me?


KION: Well? Anything?

ONO: Well, the good news is, I didn't see any hyenas. The bad news is, I also didn't see Beshte.

KION: Hmm. It's not like Beshte to wander off when we're on alert. Something's wrong. C'mon. We've gotta find him.


JANJA: (CHUCKLING) Won't be long now. He's getting tired.


JANJA: All right, fellas. Let's get him. Hey, little buddy! Looking for help? It's no use. Nobody's coming. Just you and us. So which do you prefer, boys? Leg or trunk?

CHEEZI: (GASPS) I like the ears! They're chewier!

CHUNGU: Chewy ears! That sounds funny! (LAUGHS) And delicious!

MTOTO: Uh...

BESHTE: Twende kiboko!



MTOTO: Beshte! You came for me!

BESHTE: Sure, I did! You can swim, right?

MTOTO: Mom hasn't taught me yet. Then hop up! Now hang on!

CHEEZI: (MOANS) What do we do now?

JANJA: Follow that hippo!

KION: I don't see Beshte anywhere.

BUNGA: Or his little elephant buddy.

FULI: Aren't those Mtoto's friends?

KION: Have you guys seen Beshte?

KAMBUNI: He went to save Mtoto!

GUMBA: From the hyenas!

KION: What?

BUNGA: Where?

GUMBA: That way! Janja and the hyenas chased us!

KAMBUNI: We got away but Mtoto didn't!

KION: Ono, we have to find them!

ONO: I'm on it!

JANJA: C'mon, boys! We're catching them!

MTOTO: Hey! They passed us! Maybe they're just going in the same direction! Or maybe not!

BESHTE: Mtoto, duck!


BESHTE: Uh-oh!

CHUNGU: Here dinner, dinner, dinner... (LAUGHS) Whoa! (YELPS)

MTOTO: Whoa! That was awesome!


BESHTE: The current's slower through here. I should be able to make better time. Almost home, Mtoto! Uh-oh! Look!

MTOTO: What do we do now?

BESHTE: I've got an idea.

ONO: Hapana! Crocodiles ahead! Hyenas behind! That's never a good thing! I need to tell the rest of the Guard.

BESHTE: Mtoto, ready for stealth mode?

MTOTO: You bet, Beshte.

CROCODILE: Little elephant. (BELLOWS)


BESHTE: So much for stealth mode.

MTOTO: They're getting closer!

BESHTE: Hey, Mtoto! Remember your trunk trick?

MTOTO: Oh, yeah! Hey! (SPUTTERS) Take that, meanie!

BESHTE: Poa! Nice shot! Oh, no!

JANJA: Aw, ya came back! And you brought your little friend!

KION: Wrong, Janja! He brought all his friends! Ono, you're with me! Till the Pride Lands end,

ALL: Lion Guard defend!



BESHTE: Kion! I sure am glad to see you!

KION: I'm just sorry we couldn't find you sooner!

BUNGA: Better late than never, right, Big B?

BESHTE: You said it, Little B.



JANJA (SHOUTING): Swim, fur brains! Swim!

You know, they'd stand a better chance if they just got out of the river.

Well, I'm not gonna tell 'em.



MTOTO: So I just kept spraying 'em right in the face while Beshte swam like the wind!

KAMBUNI: Amazing!

KION: You kids had quite an adventure today. And you know what? I think you've all earned the Mark of the Guard.


ALL: Me next! Me next!

MTOTO: Like I said, you're my hero.

BESHTE: And you're mine.
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