Bunga and Kion are playing Baobab Ball in the Pride Lands, when a frightened gazelle cries out that there's a hyena in the Pride Lands while she and a few other gazelles rush past. Bunga readies himself for a fight, but Jasiri emerges from a nearby bush instead. When Jasiri explains she has trouble back home, Kion asks if Janja and his clan are responsible. However, she explains that some lions have taken over her watering hole. Kion is confused as to why lions are in the Outlands, but offers to speak with the lions about it. He tells Bunga to let the rest of the Lion Guard know, and Bunga says they'll meet him there. Kion says that he shouldn't need to since they're lions, and the two head to the Outlands. Just before Bunga leaves, he comments about winning the Baobab Ball game before heading off.
Jasiri and Kion enter the Outlands, where the hyena confesses that she wasn't sure if Kion would help given the circumstances. Kion believes that the lions aren't aware that good hyenas exist, and the two remember how hard it was for them to trust each other. They then arrive at Jasiri's Clan, where Jasiri's sister Madoa is playing with two hyena cubs, Wema and Tunu. She is shocked when Jasiri presents Kion to her, amazed that her sister actually has a lion friend. Kion greets her after Jasiri introduces him, and she responds with mild surprise. The two hyena cubs cower behind a rock, and although Kion tries to say hi, they are too frightened to approach him. Madoa explains that they have only ever known bad lions. Kion explains that he's there to clear things up, and Madoa answers half-heartedly, pointing out that the youngsters need the water in particular. Kion and Jasiri then head out.
Meanwhile, in the Lair of the Lion Guard, Rafiki is tending to some paintings when Bunga enters. He hears from Beshte that Fuli and Ono are about to race. They position themselves and Ono looks to Bunga, who forgets about his message and acts as a referee. He commentates on the race, which Fuli wins. Bunga encourages Ono to try again, and the egret considers his words, speaking out loud his tactics.
As they walk together, Jasiri is attacked by a straggly lion named Nuka who pins her to the ground and scolds her for returning. Kion retaliates by knocking the lion away and pinning him down instead, introducing himself as Kion when prompted. Another lion named Kovu appears and Kion questions if they know each. Kovu answers regrettably that Nuka is his brother. Nuka then demands that he be let go, as the odds now lean in their favor. Jasiri joins the fight, evening things out. They then start to circle around each other, and Kion asks why they aren't in the Pride Lands. He is confused when they insinuate that they would not be welcome there, and Kion assures them that his father would be fine with it. Nuka questions who his father is, and Jasiri answers with Simba, Ruler of the Pride Lands. The two lions are shocked by this revelation, and Kovu asks excitedly if they would truly be welcome. Kion can't see why not, but is curious when Kovu mentions his sister, Kiara, who he has apparently met. Kovu then states that they must meet their mother, and Nuka leads the way.
At the watering hole, Kion is introduced to Kovu and Nuka's mother, Zira, and her daughter, Vitani. Zira is very hospitable towards Kion, and asks what brings him to the Outlands. Jasiri pipes up, informing her of their friendship. Zira is surprised that she is friends with royalty, and Jasiri explains that not only that, he is also the leader of the Lion Guard. Zira points out that the Guard isn't there, but Kion states that he is there and confidently asks why she and her family are in the Outlands and why they have taken over Jasiri's watering hole. Zira slinks away and ignores his questions, instead asking why he just doesn't use the Roar of the Elders to get her the water. Confused, Jasiri asks if Kion is able to do that. Zira explains that Kion possesses the Roar, and Kion is surprised that she knows about it. Zira then shows Kion a cloud in the distance and tells him to Roar at it. Still confused at what it could do, Kion does so, and the Roar briefly transforms the cloud into a raincloud, dampening the land and releasing a short burst of rain.
Gobsmacked, Kion asks how she knew about the Roar's powers, but Zira does not feel comfortable discussing it around a hyena. She asks to speak with Kion alone, lion to lion. Hesitantly, Kion agrees. Jasiri forwards her distrust of the lioness to Kion, who agrees. But he also acknowledges that she knows more about the Roar than he does, and hopes that he can persuade her to share the watering hole. He hesitantly leaves, with Nuka growling towards Jasiri at the first opportunity. His mother tells them to play nice and, once they have left, Jasiri growls towards the lion, startling him badly.
Alone, Zira reinstates her pleasure at meeting Kion. He is slightly confused, but she assures him that it doesn't matter where they live and that they are all lions. She then begins to tell him how lions are the greatest animals than all other creatures by singing Lions Over All. Kion also sings with her but counters her statement with his belief that ruling with kindness over animals is the real way to rule a kingdom. At the end of the song, Kion decides that they have very different perspectives on the ruling, though Zira guides him to her home and informs him that that is the reason they're going to talk.
Back in the Lair, Bunga declares Fuli to be the winner of another race, just before Ono crashes into him. He urges Ono to race again, but he declines. Bunga looks to Beshte, who also declines a race. He then asks Rafiki, who in turn questions who would be foolish enough to race the fastest animal in the Pride Lands. They turn to a sheepish Ono, who laughs nervously. Rafiki then notices Kion's absence, and questions his whereabouts. This causes Bunga to remember why he had entered the lair in the first place, and he tells everyone that Jasiri took him to the Outlands. Beshte and Fuli ask why, and Bunga explains about the lions in the Outlands. Rafiki overhears this, and worriedly tells them that they aren't just any lions.
Rafiki directs them to some paintings, and begins to tell their story. He explains that they are a group of lions led by Zira who were banished from the Pride Lands by Simba before any of them were born, known as the Outsiders. When Fuli asks why he banished other lions, Rafiki tells them that they were loyal only to Scar. He goes on to explain that, after Scar was defeated, Simba became king, but Zira told Simba that he could not rule the Pride Lands because Scar had chosen her son, Kovu, to be king. Bunga exclaims that Scar was never the real king anyway, and Rafiki agrees, continuing to tell them how Simba told the same thing to Zira. However, Zira would not listen, and she attacked Simba, who quickly defeated her. Left with no choice, Simba banished Zira and her family from the Pride Lands forever. Rafiki then states that if they find out that Kion is Simba's son, he would be in trouble. The remaining Lion Guard members then rush out to find Kion.
Back in the Outlands in a cave, Kion demands to know more about the Roar now that he and Zira are alone. But Zira first wishes to know who's side he is on - lions or hyenas. Kion asserts that he is on the side of the Circle of Life and any animal who respects it. She mutters that he takes after his father, leading him to a dead end outside. She is disappointed that he did not side with her, and suddenly other lionesses arrive from behind the cave he moves out from. He asks what is going on and she warns him that he's either with or against her. But if he chooses to be against her, he will never leave the Outlands. Kion threatens to use the Roar, but she tells him how she once knew someone else with the Roar, and how he lost it when he used it against his fellow lions. Kion knows she's talking about Scar, and Zira reveals that Scar and her were very, very close and that he was the one who told her all about the Roar, and also blames Simba for his downfall of the throne. An angry Kion agitates her by declaring that Scar was never the true king and Zira becomes offended, ordering her lionesses to attack. She wards them off almost immediately after, giving Kion one more chance to join her. She leaves to get her children so that they can heard his decision, leaving Kion surrounded.
Back at the watering hole, everyone is becoming antsy. Nuka tries to attack Jasiri, but Kovu steps in. Jasiri laughs, assuring him that she can play any game with Nuka better than he can. Nuka announces that he's not playing and leaps over to her, but his mother calls him seeing that Nuka disobeyed her. Scared, Nuka tries to convince that they're playing nice, but Jasiri backs away and questions Zira on Kion. Zira announces that they have reached an agreement, and that the watering hole belongs to lions only. Jasiri does not believe that Kion would agree to such a thing, but Zira tells her that he is a lion and that they stick together. She orders Jasiri to leave, and she does so with great upset.
Meanwhile, Kion is growing annoyed and explains to the other lionesses that he only wants them to share the watering hole with Jasiri. A Lioness tells him to tell his grievances to Zira when she returns, but Kion decides to make a run for it, evading the lionesses to the best of his ability. However, he is stopped by two lionesses just before heading to the tunnel, and he is told to wait for Zira while they pin them down to the ground.
Still upset, Jasiri walks down a path in the Outlands before bumping into the rest of the Lion Guard. She asks what they're doing there and they tell her that Kion might be in trouble, and ask if she knows his whereabouts. Jasiri then answers with disappointment that he's joined Zira and her family, and the Guard become worried. Jasiri asks if they know Zira, and Fuli assures her that Kion would not want to be part of her family. Jasiri answers with disgust that she herself should never have believed Zira.
Zira then returns to Kion with her children, but Kovu questions why they can't all just be friends. Zira tells her son that Kion is the one at fault for siding with the hyenas, but Nuka becomes concerned that he will use the Roar on them. Zira is confident that he won't use the Roar because if he does use it on other lions, he'll lose it forever. And if he doesn't use the Roar, he loses anyway. She reveals that, without his Roar, Kion is harmless, and Simba's Pride Lands is an open target. Nuka becomes excited and leaps towards Kion who merely headbutts him back. Vitani shakes her head towards her brother's actions.
Zira then turns to Kion giving him his last chance. Kion backs away from the lionesses, but the notices Ono flying overhead. Kion is refilled with confidence and states the first line of the Lion Guard's catchphrase. From the tunnel, the rest of the Guard finish it off. Zira's Pride start peering around, and the Lion Guard, with Jasiri, enters. Fuli immediately pins down Vitani whilst Ono, Beshte, and Jasiri chase away the other lionesses.
Nuka tells his mother that he's scared, but she and her family back away from the now approaching Lion Guard. She comments that one lion on a Lion Guard is pathetic, and calls for her lions to stand tall, since they have the Guard outnumbered. Bunga tells Kion to use the Roar, but he refuses, reminding Bunga that using it against lions was how Scar lost it. Bunga scoffs at this, reminding Kion that Scar lost it because he used it for evil, as shown in Rafiki's paintings. Seeing Kion remember this, Zira claims it not to be true and urges Kion to listen to her since she knows the Roar's powers better. Kion then asserts his stance, telling her that she's not welcome in the Pride Lands or the Outlands as long as he is around. Zira is horrified and reminds him that they're lions, but Kion uses the Roar of the Elders against them. Just as he begins, Kovu leaps away, avoiding being catapulted away. Kion then approaches Kovu, who desperately scrambles away.
The Outsiders land in a new area and Nuka asks where they are. His mother responds with Our new home with great scorn.
With the watering hole returned to Jasiri's Clan, Madoa admits that she had her doubts, but that she is glad that Jasiri has Kion for a friend, which Kion agrees to. Jasiri then tells the Lion Guard that she's glad to have all of them as her friends, and Fuli states that it's the same on their end. Wema and Tunu then approach Kion, who mentions that he's not as scary now. The two cubs look towards each other and run behind a rock, which leads to Jasiri telling Kion to take it as a compliment since he is pretty fierce after all.