While trying to save his mother from a group of hyenas, Kion fears that he has lost control of his Roar and vows to never use it again. Blair Underwood (ABC's "Marvel's Agents of S.H.I.E.L.D.") recurs as Makuu the crocodile.
The Lion Guard are chasing Janja, Cheezi, Chungu, Nne, and Tano out of the Pride Lands. After they leap over the border into the Outlands, the Lion Guard return to their usual patrol. As soon as they leave, Janja leaps over the border with the intention of hunting some gazelles. Cheezi is confused, but Janja reminds them that they never take orders from the Lion Guard. The Lion Guard soon hear their laughter, and Ono uses his keen sight to confirm that the hyenas are back in the Pride Lands. Disgruntled, the Lion Guard takes off again to deal with them.
Janja's Clan waltz around the Pride Lands, with Cheezi becoming somewhat anxious having just been kicked out. When Janja asserts his confidence, Kion's mother, Nala, calls out to them, standing atop a nearby rock. She questions what his presence is doing in the Pride Lands, and Janja feigns confusion at being in his current location. Cheezi almost calls Janja out on this, but his leader fractiously tells him to 'stuff it'. Nala then leaps down, and sharply informs Janja that the Outlands are another way, ordering them to go. Chungu slinks back, but Janja does not give in, as he tells Nala that she is all alone and outnumbered. At first, Nala remains unswayed, but when the hyenas encircled her, she becomes slightly less confident. She leaps away from Janja and swipes at a Cheezi and Tano. Before they have a chance to strike again, Kion emerges having heard Janja's voice. He is caught off guard by the sight of his mother and, when Nne attempts to snap at her, Kion demands that they get away from her, and unleashes the Roar of the Elders in anger. The hyenas are sent flying back to the Outlands, and Kion nuzzles his mother, who thanks her son for helping. Bunga is surprised by the Roar of the elders.However, the Roar continues pushing forward until it hits the nearby cliffs. It then returns, much to everyone's surprise, thrusting even Kion to the ground. The ground beneath Nala's paws begins to shake and breaks open and she falls down, only barely managing to keep hold of a protruding rock on aside. Kion swiftly runs over, and extends a paw to her. She reaches for it and he pulls her up, once again nuzzling her. She thanks her son once again, but Kion realizes that he almost lost her. Bunga, Beshte, and Fuli catch up to them and ask if they're okay. Kion repeats the question to them, and they all respond positively, including Ono from afar. They appear mildly concerned when they glance over, and it is revealed that Ono has lost his crest feathers. One of them falls to his beak, and he mentions how it looks like one of his own. They decide against telling him, hoping he won't notice. Ono is still confused, but Kion breaks away from the group to view the immense destruction that his Roar has caused across the area. With barely any trees surviving the blast, Kion is ashamed at the damage he has caused. Back in the Lair of the Lion Guard, Ono is positive that the feathers will grow back, and not overly upset. However, he glances into the water and sees the true extent of the feather loss. He worries about what the other egrets will say, and asks if they think they will notice. Bunga exclaims that they definitely will, though after some gesticulation by Fuli, changes his opinion and claims to not have noticed himself. Beshte adds that his head looks just like a hippo backside, and that it's just fine. Ono becomes disconcerted, and Bunga tries to cheer him up by telling him to Stand Up, Stand Out.Bunga then looks to Kion for his support, but Kion is already engaged in the lair paintings, notably the ones containing his great-uncle Scar using the roar to destroy his Lion Guard. Kion answers half-heartedly, so Bunga decides to see what he's actually looking at. He cringes at a painting of Scar, telling him that, according to hisuncles, Scar was the worst lion ever, dropping in that it's a good thing that Kion has the Roar now instead. Kion responds with tepid positivity before they are interrupted by Zazu. When asked by Fuli what he's doing, Zazu replies that he's doing Ono's job (apparently) and that a rockslide has cut off the giraffes watering hole, but no one was injured. Ono is concerned, and whilst still annoyed, Zazu turns around to face him and leaps back a bit at the sight. It doesn't take long for them to remember what has happened, and Kion leads the Guard out. They halt when they realize that Ono is not following. He wishes to stay behind, but Zazu ushers him out and the rest of the Lion Guard follow.The Lion Guard reaches the giraffes who are waiting patiently. Twiga becomes annoyed as Ono swoops in front of her, and Shingo tells him to wait his turn, calling him an 'egghead' in the process. They laugh at the egret, and although Fuli and Bunga arrive to call off the teasing, Bunga only manages to make it worse. Kion then hears from another giraffe that the only way in has been blocked by some rocks. Bunga insists that he uses the Roar, but Kion decides to ask Beshte to move one of the rocks which should, in turn, knock the rest down. Beshte is at first hesitant, but does so regardless. He successfully knocks the rocks down, and the giraffes hurry across to get a drink.As the Guard walk back, they hear a cry for help. They discover a klipspringer on a rock in the middle of a fast-flowing river. Beshte explains that the river current is too fast for him and Fuli refuses because of how wet it is. Bunga again suggests using the Roar to stop it, but Kion quickly decides that he has a better idea. He asks Beshte to knock down a withered tree and, once he has done so, Kion begins to walk across it. The rotten tree soon breaks and Kion is left in the center of it. The rest of the Guard tries to save him but don't heed Kion's warning in time, and the entire log collapses. The tree bark hits Ono on his bottom, and the commotion causes the klipspringer to leap across to safety. The Lion Guard swim to shore, and Kion notices the klipspringer bouncing around nearby. Despite Kion's enthusiasm, Fuli is less than impressed. As Ono settles down on a nearby tree branch, a member of his flock calls out to him and asks what happened. Ono then notices that he is missing his tail feathers in addition to his head feathers and, despite Bunga trying to cheer him up, the egret becomes embarrassed by his appearance again. As the Lion Guard walk together, Bunga questions why Kion wouldn't use the Roar. Although hesitant at first, Kion confesses that, after what happened with his mother, that he no longer wants to use the Roar. Bunga exclaims loudly about it, and Kion hushes him, not wanting the other members to hear. He allows them to walk on whilst Bunga is let to laugh at his friend, believing it to be a joke. Kion is certain that he doesn't want to use it anymore, but Bunga manages to coax Kion away from the idea. The two walk back together. Nearby, Makuu has been listening in. When one of his float members asks if they're going back to Big Springs, Makuu exclaims that the whole Pride Lands could be theirs instead.Kion leaves the rest of the Lion Guard and ascends a steep hill, calling for his grandfather. There, he explains what happened when he used the Roar in anger, and expresses his concern over becoming like Scar. Mufasa challenges Kion, by not only reminding him that Scar's misuse involved his own selfishness, but also by asking why Kion used the Roar out of anger. When Kion explains why, Mufasa informs Kion that Scar never cared for anyone, and suggests speaking to the one he cares so much about. Meanwhile, many Pride Landers are enjoying their time at the floodplain, peacefully. The crocodiles then enter the floodplain and proceed to drive everyone out by force, including Thurston who was taking a drink. Male Mongoose runs into Fuli as he tries to escape, and, after she stops him with her paw, he explicates to her about what Makuu has done. Fuli assures him not to worry, and runs back to get the rest of the Lion Guard. Back in the lair, Bunga has given Ono a headdress made out of leaves and flowers. Fuli enters and almost questions it, but instead explains about Makuu. She orders Ono to locate Kion, and to tell him to meet them there. As he leaves, Bunga calls out that the headdress is a 'Bunga Original' and to be careful with it.Fuli then races to the Flood Plains, and is soon followed by Bunga and Beshte. Makuu remains composed, and reveals to them that Kion is too coward to use the Roar. Fuli does not understand, but is confident that they do not need the Roar to kick them out. Fuli takes on Makuu, leaving Bunga and Beshte to the rest. Makuu pursues the cheetah, who narrowly dodges his fangs on a few occasions. Eventually, Makuu gets the upper hand, and the rest of his float emerges from the water, closing in on the trio. Kion meanwhile is speaking with his mother, asking for her forgiveness. She promises him that there's nothing to forgive, and encourages him to use the Roar since it's a part of who he is. Ono then flies in to inform Kion of the events going down at the floodplains. Although Kion tries to question the headdress, Ono wishes to show him the problems and tells him that he'll explain later. He flies off, with Nala and Kion in hot pursuit.They arrive, and Kion and Nala inform Makuu that he is welcome to share the water, but that he doesn't own it. Makuu's Float ignores them and knock Nala into the water, with Makuu certain that he won't do anything. Kion almost uses the Roar, but calms himself, refusing to use it in anger again. Makuu taunts Kion and he again falters, but his mother tells her son to believe in himself. With newfound confidence, Kion uses the Roar to strike a single line of water, pushing back the crocodiles surrounding his mother one by one. He then uses the Roar one more time after warning Makuu, blasting the crocodiles away. His mother makes her way to shore, proud of her son. Bunga and Beshte are happy for Kion, and Fuli exclaims that she had no idea that the Roar could do that. Kion admits that he didn't either, and that he just needed faith. His mother states that she always had faith in her son. Ono then arrives, excited to announce that his crest feathers are growing back. When one of his flock call over, it is revealed that he and two other egrets have removed their crest and tail feathers. Beshte then comments that Ono has started a trend with the other egrets, and Ono realizes that he really has done.