Ever closer to the Tree of Life, Kion's scar bothers him more than ever, causing Bunga to think that the venom in Kion's body is turning him evil.
The Lion Guard is seen running in a hurry as Kion urges them on, which Ono notes is due to the group now being close to the Tree of Life. While Fuli relishes the chance to run, Bunga challenges Kion to a race, who agrees as long as Bunga does not get in his way. Soon after, Bunga trips on a branch and crashes into Kion, with both stopping near a pond. Though Kion briefly glares at Bunga, he lets the matter go in good humor. The rest of the Guard arrives at the pond and, in awe of its beauty, decides to take a break on it. Kion denies them a break believing they can rest once they're at the Tree of Life.
Seeing Kion's scar acting up, Makini gives Kion some tuliza to help calm him down. Despite eating it, Kion's mood notably doesn't change and he irritably orders the others to keep moving, ending the break. Moving on through the forest, Makini states to Fuli that the tuliza hasn't been working lately. Hearing this, Bunga tells them his belief that the venom in Kion's body is turning him evil just like Scar. Unamused, Fuli tells Bunga that Kion won't turn evil. While walking through a canyon, Beshte and Makini talk about the animals at the Tree of Life, with Beshte excited about making new friends.
Anga then spots a baby goose above, where they all witnessed in horror as it falls from its nest. The Guard rushes over to save it, though Kion stays behind, annoyed at what he sees as a delay to the Tree of Life. After catching the baby, Beshte convinces a reluctant Kion to let Anga return it to its nest. Before the Guard can move on, though, another baby goose falls out of the nest, though it is soon caught by Bunga. At that point, the mother goose arrives and asks what is going on. When Besthe explains what they did, the mother goose surprisingly gets mad at the Guard, much to their bewilderment.
Ono then realizes that the babies were actually leaving the nest for the first time and thus didn't require saving. The mother leaves in a huff despite Beshte's apology, deeply exaggerated that she now has to get her son to leave the nest all over again. Angered by the false alarm, Kion orders the Guard to not waste their time stopping to help animals who don't need their help. Staying behind, a troubled Bunga talks to Besthe about Kion's order, believing it's a sign that he is changing. While Beshte admits that Kion is acting weirdly, he chalks it up to wanting to get to the Tree of Life as soon as possible.
Soon after, the group comes across a group of peacocks marching in formation, which Ono recognizes as their traditional display dance. When the peacocks refuse to stop, Kion forces the others to make their way through, refusing to wait any longer. In his rush to get through, Kion rudely pushes a peacock in front of him who calls him out for being discourteous. Kion, in turn, blames the peacock of doing the same before snarling at him, shocking all the birds to a halt. Noticing everyone staring at him, Kion furiously defends himself, claiming it was the fault of the peacocks for thinking they own the place.
The others concern about how Kion deliberately pushed the peacock, with Bunga telling Ono and Anga his theory about Kion turning evil. Once again, Fuli refuses to believe Bunga before moving on, leaving the peacocks to resume their dance. Out of the canyon, Kion grouses with Fuli about how they'll never get to the Tree of Life if they keep getting delayed. Besthe and the rest of the Guard soon meet a clouded leopard named Yun Mibu and, amazed by his hanging abilities, stop to talk to him in a clearing. Kion finds out the others stayed behind and quickly turns back in fury, worrying Fuli.
When Beshte tries to present Kion to Yun Mibu, Kion reminds him they don't have time for new friends. When Yun Mibu tries to defend the others, Kion furiously snaps that he wasn't talking to him before snarling, scaring the leopard away. Kion then turns towards Beshte, reprimanding him for stopping to make friends before shouting at him to stop being nice. This puzzles Beshte greatly since, being naturally friendly, he doesn't know how to act any other way. Troubled, Makini tries to give Kion tuliza again, only for Kion to furiously bat the blossoms from her hands, shouting that the plant doesn't work anymore.
Seeing this, Fuli finally encounters Kion, saying he is out of control, but Kion quarrels he only wants to get to the Tree of Life and feels that the others are slowing him down. Fuli tries to reason with Kion, pointing that with the pain in his scar, he is not thinking straight and is being mean-spirited. Still, Kion refuses to believe her, even glowering at Bunga when he agrees. Concerned, Fuli suggests taking over for Kion until he calms himself down. Deranged and paranoid, Kion refuses to back down and challenges Fuli to a fight for leadership of the Lion Guard, who braces herself as everyone else stares in disbelief.
Having had enough, Bunga comes between Kion and Fuli, saying Rafiki's prediction is coming true. Perplexed, Kion listens to his best friend as Bunga points out that the venom has been affecting him and making him mean-spirited. When the others remind Kion of his acts from earlier, Bunga says it all points to Kion being evil. Shocked and hurt, Kion asks the others if they all think he is evil too. But because most hesitate to answer (except for Beshte who disagrees), Bunga insists that they all think so, and Fuli's attempt to tell Kion otherwise fails when Bunga cuts her off and doubles down on his claim. Feeling betrayed by his friends, Kion loses his patience and shouts that he is not evil, snarling threateningly at everyone as his scar furthers his rage.
Now hearing himself, Kion comes to his senses and, frightened, wonders if he is evil after all. Ashamed and guilt-ridden, a distraught Kion runs away from the group. While Fuli assures Beshte that Kion will be back, Bunga jokingly wonders if he will return evil or not. When Fuli chews Bunga out, he defends himself by pointing how they all saw the way Kion was acting, saying someone had to go and say it. Infuriated, Fuli yells that nobody had to say it because Kion is not evil, though Bunga remains cynical. The others stand by Fuli, saying Kion will never turn evil and they'll be there for him because they are his friends to the end.
At this point, Ono worriedly asks if they are still going to the Tree of Life, reminding the others he also needs to heal his eyes as well. Fuli reassures Ono they will continue as soon as Kion comes back. Meanwhile, Kion is seen walking in a ledge above the canyon, wondering if he is turning evil. Coming across a small puddle, Kion considers talking to Mufasa to ease his doubts. However, he decides against it upon seeing his reflection, not wanting his grandfather to see him while he looks like Scar. Suddenly, Kion hallucinates a vision of Scar in the puddle that tells him to accept his destiny as a villain.
Kion refuses to accept this, saying he will never be like his great-uncle even if he looks like him, striking the puddle in fury. However, he soon doubts himself upon remembering the way he acted before. Kion begins making his way back to owe his friends an apology, though suddenly, he falls down a cliff, leaving him hanging from a tree branch. At the clearing, the rest of the Guard wait for Kion to return. Worried something might have happened, Fuli sends Anga to search. Superstitious, Bunga holds Anga's wing to remind her to look for signs of evil roars, only to be debunked by Ono who points out that if Kion had roared they would've heard it, forcing Bunga to let Anga go. Finding Kion on the tree branch, both try to reach for the other, though their plan fails since there is not enough space for Anga to grab Kion.
Anga goes back for the others and brings them to the cliff to help. Still superstitious, Bunga pulls Fuli aside, believing Kion could be setting a trap, though Fuli chastises him. With Anga and Ono unable to fly up and help Kion, Bunga tries to hang from the cliff to reach him, though this also fails. After making a quick check to ask if Kion is evil, Bunga apologizes for having doubted him, telling Kion he will still be his best friend even if he does turn evil, cheering up Kion. Returning to the others, Bunga asks Fuli for their plan. Realizing they need a strong climber, Beshte suggests Yun Mibu.
However, the clouded leopard begins to balk on seeing he has to save the "scary guy". Bunga and Makini manage to convince Yun Mibu to help, insisting Kion is a nice guy, and that he wasn't himself earlier. Yun Mibu approaches Kion, who tries apologizing for earlier, though Yun Mibu settles for Kion promising to not snarl at him. When Kion wonders if the plan will work, Ono assures him that clouded leopards are excellent climbers, something Yun Mibu proves by hanging from a stump by his tail. When the tree branch starts to break, Kion is forced to jump to Yun Mibu's paws, allowing Anga to fly them both to safety.
After Yun Mibu bids them farewell, Kion owes the others an apology for earlier, with Beshte quickly forgiving him. Makini gives Kion some tuliza, nothing it wouldn't hurt to try it even if it isn't working like it used to. Afterward, thinking it was all his fault for losing a lot of time, Kion begins to turn his mind to the Tree of Life, only for Fuli to stop him. Reminding Kion that she is still in charge, Fuli insists that he rest after what he has been through as the others agree. When Kion tries to protest, Makini calms Kion down, saying he will be himself after a quick rest. Knowing his friends support him, a reassured Kion goes to a nearby rock to take a nap.