After hearing Thurston boast that he's the brains behind the Lion Guard, the villains of the Outlands capture him to find a way to defeat the Guard.
The Lion Guard are on their way to their third dust devil when Ono notices that it's closing in on Ukuni Woods. Beshte becomes concerned for the hyraxes who live there. Sure enough, two hyraxes fighting over a granadilla on a nearby tree are swooped away and become trapped in the dust devil. With Ono's alert, Bunga and Beshte are able to catch them as they fall. Nearby, the dust devil comes to a halt, pushing a leaf across Thurston's face. After getting the hyraxes back to their tree, Thurston approaches the Guard and voices his disgust at how the dust devil messed up his mane and a leaf hit his head, ordering the Guard to stay on alert. Ono then calls for the Guard having noticed another dust devil at Chakula Plains, and the Lion Guard leave. Thurston turns to his herd, to show them how the Lion Guard listen to his great advice and proceeds to brag about how he's the real reason the Lion Guard is so successful.
Unknown to them, Cheezi and Chungu have been listening, and decide that, with Janja away on a meeting with Scar, they could hand over Thurston to Scar to hinder the Guard's intelligence and prove they're not "fur brains". Thurston decides to leave his herd when he is called over by the hyenas, who tell him that he's going somewhere with them. He recognizes them from a previous encounter and sees them as no threat. When asked where they're going, the two tell him that they're going to a big party, with him as their guest of honor. With the additional promise of snacks, if Thurston is there, the zebra agrees to go with them and starts talking about how he didn't really wish to return to his herd anyway.
Elsewhere, the Lion Guard tackles another dust devil. In its wake, a pangolin has been covered by a branch. Fuli removes the branch and the pangolin uncurls, revealing in his own language that more pangolins were with him. Kion asks Ono to search. In the Outlands, Thurston, Cheezi, and Chungu get onto the subject of the Lion Guard, where Thurston informs them that the Guard has weak points. He recollects a day when the Lion Guard were subjected to some red fluffy flowers, which caused them to sneeze uncontrollably. Cheezi drags Chungu away to suggest using this knowledge to take the Lion Guard to Scar instead of just Thurston, and he agrees. They ask Thurston to stay put and ask for more information on the whereabouts of the flowers and Thurston gives them a vague location, which Chungu seems to recognize. Once they leave, Thurston ponders if it was actually himself that sneezed at the flowers.
Back in the Pride Lands, the Lion Guard have located the remaining pangolins, when Cheezi and Chungu suddenly appear, gripping the flowers with their teeth. They threaten the Guard with the flowers, leading to confusion from everyone, and Bunga wonders if they should have brought them a gift too. The hyenas start tickling the Guard's noses, but when the plan doesn't work, Beshte tackles them both, sending them flying. Kion wonders what they were really up to, but another dust devil catches their attention. In the Outlands, Goigoi is awoken by his mate, who orders him to find some food while she speaks with Scar. He is upset by how little faith she has in him finding anything when he stumbles across Thurston, who has remained in place as promised.
Goigoi sneaks up behind him but is surprised by Thurston's friendliness after he is noticed. Thurston explains how he is the guest of honor at a big party, due to his knowledge of the Lion Guard. When he tells him how much the hyenas enjoyed hearing of the Guard's weaknesses, Goigoi reacts with surprise, prompting Thurston to impart more of his knowledge. He explains how the Guard often misses him entirely due to his stripes, and Goigoi asks if he could defeat the Lion Guard with this knowledge. Thurston believes someone could do that, but questions why they would. Goigoi leaves with the hopes of impressing Reirei by defeating them, but after he's gone, Thurston remembers that it only makes him invisible when other zebras are around him.
Back in the Pride Lands, the Guard has almost finished dealing with another dust devil, but notice that Mbuni's Flock has become trapped in a gully, with sand enveloping all but their necks and heads. As they begin to dig them out, Goigoi arrives, his body covered in red berry juice to resemble stripes. Since the Lion Guard are focused on the ostriches, they don't notice the jackal nearby at first.
When they do, Goigoi continues to believe that he is invisible due to the stripes, even though he is clearly visible to them. He moves around a bit, still keeping the 'illusion' that he's invisible, and threatens to attack when Beshte tackles him away. Defeated, Goigoi disappointedly leaves, while Fuli questions all of the crazy attacks.
Elsewhere in the Outlands, Tamka, and Nduli decide to get some food while Kiburi attends the big meeting with Scar. They notice Thurston, who has fallen asleep and try to creep up to him, but Nduli steps on a branch which jolts him awake. When Thurston assures them that he was just resting his eyes, Tamka asks if he's going to 'panic and run'. When Thurston tells him that he's not going to miss the big party, Tamka assumes he means the big meeting, and Thurston explains that he's the guest of honor due to his Lion Guard knowledge, and assumes that they too, wish to hear about the Guard's weaknesses. He tells them that rubbing their tummies will cause them to go to sleep, and the crocodiles decide to bring back the Lion Guard to Scar in the hopes that they'll get to go to the next big meeting. They leave, and Thurston suddenly realizes that he was actually talking about himself yet again.
Meanwhile, the Lion Guard finish clearing the sand around Mbuni and Kion declares that it's time to take a break when Tamka and Nduli arrive. The pair proceeds to use their tails to tickle the Guard's tummies, but it doesn't take long for Nduli to notice that their plan isn't working as it should. Knowing the reason they're acting strangely, Kion eventually grows tired of their antics and uses the Roar of the Elders to send them away. Back in the Outlands, Cheezi, and Chungu meet up with Goigoi, and blame their failures on Thurston. Tamka and Nduli join them, and the group comes to the conclusion that the only thing he's good for is eating.
Overlooking the Outlands, Kion voices his concerns to his friends, asking Ono to take a look. The egret then reports back that Thurston is in the Outlands, surrounded by the animals that have attacked them earlier. Although Fuli seems disinterested in saving him, Kion reminds her that he is a Pride Lander, and the Guard set off.
The Outlanders decide amongst themselves which part of Thurston each one is getting when Thurston tries to intervene and help them learn what the tastiest part of a zebra actually is. He is knocked back by Tamka, who is sick of his fake stories. After a short while, Thurston offers them one final piece of advice: panic and run. They are confused by this advice until the Lion Guard arrive with the intention of saving the Pride Lander. The Lion Guard makes quick work of the group, who follow Thurston's advice. But the zebra brings up the party to the Guard, and how they wanted to talk to him about the Lion Guard. They realize the reason for the crazy attacks, and Fuli suggests that he talks too much. Thurston partially agrees and starts to follow them home, promising that he'll be quieter, but continuing to tell them this information all the way.