KION: Any sign of Ono?

BUNGA: Nope. Too bad he's not here. Ono could spot Ono for sure. Wait. There he is! And... Uh-oh. He's not alone!


MZINGO: Leaving so soon, Ono? You've hardly had a chance to get a good look around.

ONO: (SQUAWKS IN PAIN) Don't touch the tail feathers!

MZINGO: Motion to attack from above and behind at the same time?




MZINGO: Keep out of our skies, Ono. You won't be so lucky next time!

MWOGA: Yeah. We'll catch you sooner or later!

ONO: You guys couldn't catch an updraft with both wings!

FULI: Good going!

BUNGA: Yeah! Mzingo and Mwoga got a beak-full of dirt for lunch.

ONO: Thanks. It was a little too close for me.

KION: What'd you see, Ono?

Ono: The crocs and jackals are still in Kilio Valley. But the hyenas are moving towards the volcano.

FULI: Maybe Scar has plans for Janja.

ONO: Maybe. The vultures chased me off before I could see anything else. Sorry Kion.

KION: It's okay, Ono. I'm just glad you made it back in one piece.

ONO: More or less.

BUNGA: It doesn't matter what Scar's planning. The Lion Guard'll beat him!

BESHTE: I sure hope so, Little B.

KION: We need to stay alert. Scar could make his next move any time now.

THURSTON: Panic and run! Panic and run!


BESHTE: What's up with the zebras?

KION: Only one way to find out. Come on!


KION: Slow down, everybody.

BUNGA: You heard the lion. Easy there, zebra-deebra!

KION: Is everyone calmer now?


BUNGA: So, what made you panic this time? Jackals? Hyenas? Dung beetles?

THURSTON: Uh, back there!

ONO: Okay...

FULI: So what's the problem?

THURSTON The rock. The rock is the problem. Something must be done about it.

KION: The rock. Okay. Let's go check it out.

BUNGA: Bad rock! Bad, bad, rock. There. We done?

THURSTON: You don't understand. It talked.

KION: The rock talked?

THURSTON: It most certainly did. We all heard it. Didn't we?


FULI: A talking rock?

BESTHE: Like my dad always says, "You never know what you might see until you see it."

BUNGA: All I see is a rock.


KION: Twiga? What's wrong?

TWIGA: That tree. Over there. I tried to scratch my back against it and it yelled at me!

FULI: It yelled at you?

TWIGA: Yes! It said, "Careful. I'm standin' here."

THURSTON: First a talking rock. Now a yelling tree. Next thing you know the grass will be singing. You know what this means.

KION: You don't have to...

THURSTON: Panic and...

FULI: Stop! Just calm down. The Lion Guard's here.

BUNGA: Yeah. We'll protect you from rocks, trees, and grass.

KION: Okay. Everyone just stay calm. Please. We'll go check it out.

FULI: I don't get it. I know the zebras are easily spooked, but not Twiga.

ONO: Yeah. Why would she say she heard a voice?

KION: Unless she really did.

BESHTE: Are you saying the tree really talked?

KION: No, but... I think Twiga heard something.

ONO: Perhaps it was an animal cry from far away. Sound can travel great distances. Common knowledge real... (SQUAWKS) Something ran over my foot!

FULI: I don't see anything.


BUNGA: What is that?

KION: Where'd you come from?

KINYONGA: Who, me? Just pretend you never saw me.

KION: I think we just found our "talking rock." Where'd she go?

FULI: (SNIFFS) This way.

ONO: What did I miss?

FULI: I can't see you, but maybe I can smell you. (SNIFFING) Ah-ha! Here you are.

KINYONGA: Not for long.


BUNGA: Over here! I saw her! Hello? Are you here? I've never seen anyone disappear like you do.

KINYONGA: You haven't seen anything yet.

BUNGA: Whoa! Is that your tongue?


BUNGA: Whoa!

BESHTE: Whoa! That tickles. (LAUGHS)

KION: Hey, wait up! We just want to talk!

ONO: There she goes again.

BESHTE: How does she do that?

ONO: Now that I've seen her, I can tell you exactly how she does it. She's a chameleon. Chameleons change their colors to blend in with their surroundings. It makes them almost invisible.


ONO: Almost.

KINYONGA: Okay, you got me.


FULI: Amazing.

KINYONGA: Nobody's ever been able to see me before. Unless I get really scared. Then I turn all kinds of crazy colors.

ONO: Well, I could see you because I am the keenest of sight.

KINYONGA: Keenest of sight? (GASPS) You must be Ono. You guys are the Lion Guard.

BUNGA: Yep, you got that right!

KION: What's your name, chameleon? And why did you run from us?

KINYONGA: I'm Kinyonga. And I ran because you chased me.

BUNGA: Makes sense to me.

KION: Sorry if we scared you, Kinyonga. We just wanted to know why you were spooking Twiga and the zebras.

KINYONGA: Oh, I didn't mean to. I was trying to be friendly. Sometimes I forget that I'm camouflaged.

BUNGA: Camo-what?

KINYONGA: Camouflage. It's what we chameleons call it when we blend in with what's around us. Let me show you.


KINYONGA: ¶ Camouflage is what I call my neat ability

¶ Blending in is what I do

¶ Just look close 'cause you won't see

¶ Am I here or am I here

¶ I change shades and disappear

¶ Take a look hide and seek

¶ Yes my skill is so unique

¶ Well I could stay one tone but I won't

¶ So now you see me now you don't

¶ Shadows that I make

¶ Might scare an unsuspecting friend

¶ But scaring other animals

¶ Is not what I intend

¶ Am I here or am I there

¶ Could it be that I'm nowhere

¶ Take a look hide and seek

¶ Yes my skill is so unique

¶ Well you can try to catch me but you won't

¶ So now you see me now you don't

¶ My colors change to help me hide

¶ Wherever I might run

¶ But sometimes I just change

¶ So I can have some fun


¶ Am I here or am I here

¶ I change shades and disappear

¶ Take a look hide and seek

¶ Yes my skill is so unique

¶ Well I can stay one tone but I won't

¶ So now you see me now you don't ¶

ONO: That was the most amazing thing I've ever seen. Especially the parts I couldn't see.

KINYONGA: Ah, thanks. I was just doing what comes naturally.

BUNGA: Well Kinyonga, you can color me impressed. Get it? She changes colors? I'm impressed?

FULI: Ugh!

KION: It's nice to meet you, Kinyonga. But please be careful when you're camouflaged.

FULI: You might cause another panic.

BESHTE: Especially around zebras.

KINYONGA: I'll do my best not to scare anyone else. I promise.

KION: Thank you. We've got enough to deal with trying to figure out what the Outlanders are gonna do next.

ONO: Sorry I couldn't find out more before the vultures spotted me.

KION: It's okay, Ono. I know it's not easy to slip into the Outlands without being seen.

KINYONGA: Oh! Oh! I could do that.

KION: I don't think so.

FULI: There's some really bad stuff going on in the Outlands.

KINYONGA: Oh, I know. Scar's back.

KION: You know about Scar?

KINYONGA: Yeah! I heard the skinks talking about him.

ONO: The skinks talked about Scar? Right in front of you?

KINYONGA: It's amazing what you hear when nobody can see you. (SHUDDERS) And Scar sounds like bad news for everyone in the Pride Lands. Let me go into the Outlands and find out what's going on for you. I've been there lots of times. Nobody sees me come or go.

KION: Scar's inside the volcano. There are bad guys all over the place. What if one of them spots you?

KINYONGA: Why would they? You guys didn't.

BUNGA: She's got a point.

KION: We really do need to know what Scar's up to. You promise to be careful?

KINYONGA: I'll be in and out before anybody knows I was there.

KION: But if somebody does see you...

KINYONGA: Never going to happen.

KION: And be back before sunset!

BESHTE: Yeah. You don't want to be in the Outlands at night.

KINYONGA: No problem.

BUNGA: See you around! Or will we?

FULI: Ugh!





CHEEZI: What you growling at, Chungu?

CHUNGU: That wasn't me, that was my tummy.


CHUNGU: Let's go find something to eat.

CHEEZI: But Janja told us to stay here while he talks to Scar. We're the look-outs.

CHUNGU: What are we looking out for?

CHEEZI: I don't know. Whatever shows up, I guess.

CHUNGU: Whatever it is, it better be tasty. 'Cause I'm so hungry I could eat that rock.


CHEEZI: Where'd that come from?

CHUNGU: I do not know. But I'm gonna eat it.

CHEEZI: Not if I eat it first.


CHEEZI: Hey, where'd it go?

CHUNGU: Aw, You ate the whole thing yourself.

CHEEZI: I did not.

CHUNGU: You did.

CHEEZI: Did I? Uh, yeah.

CHUNGU: No fair. I'm the hungry one and you get the snack

CHEEZI: And it was good, too.


JANJA: Outta the way, skinks.


SHUPAVU: Watch where you're walking, Janja.

JANJA: If you're so good at spying, you can watch out for me.

USHARI: You're late! I was about to send out the skinks to find you!

JANJA: Don't go getting your scales in a knot.

USHARI: Spare me your sarcasm.And don't ever keep me waiting again.

JANJA: Back off, Ushari. You ain't the boss of me.

SCAR: No! But I am. And I have no time for these ridiculous arguments.

JANJA: Sorry, Scar. But he started it.

SCAR: Enough. Janja, I summoned you here for a reason. You have the honor of carrying out my latest plan. It will bring suffering to the Pride Lands and leave them weakened and begging to surrender. Janja, take your hyenas into the Pride Lands. Go to the rocky river bank above Hakuna Matata Falls. Wait for the cover of darkness. Then push the rocks into the river and block the water from flowing.

JANJA: Got it. Push rocks in river and stop the water. Um, how come?

USHARI: It will cut off a major water supply in the middle of the dry season.

JANJA: And that's bad, right?

USHARI: So, so bad.

SCAR: Just take your entire clan and go.

JANJA: I'm going, I'm going.

SCAR: The Pride Lands are about to get very thirsty. And with thirst will come unrest, desperation, and chaos. (LAUGHS EVILLY)

SHUPAVU: Scar! Scar! Somebody's there.

SCAR: Who dares to spy on me?


SHUPAVU: A chameleon!

USHARI: Stop the intruder!

SHUPAVU: Skinks, with me.

FULI: Kinyonga should be back by now.

KION: I know.

BESHTE: I sure hope she's okay.

ONO: She should be. Camouflage is very effective at evading detection. (SQUAWKS)

BUNGA: It sure is. See? Or, did you not see?

ONO: I saw.

KION: Ono, take a look?

ONO: Affirmative.

BESHTE: Watch out for vultures.


ONO: Hapana! Kinyonga!

SHUPAVU: That chameleon couldn't have gotten far. Spread out and search.

KINYONGA: Coming through.


SHUPAVU: Waza! You see where she went?

WAZA: Uh-uh.

SHUPAVU: Well, she's got to be around here someplace. Find her.



ONO: Everyone. Everyone. I've spotted Kinyonga. And she's being chased by the skinks!

KION: Heyvi kabisa!

BESHTE: Oh, no!

BUNGA: Time for a rescue! Ono, lead the way.

FULI: Wait! What if the vultures see us coming?

ONO: They'll call for reinforcements.

BESHTE: We could end up facing Scar's whole army.

BUNGA: So? Bring 'em on!

KION: Easy, Bunga. We need to save Kinyonga, not start a battle. But I think I know how to get into the Outlands without being seen.

SHUPAVU: We've got her surrounded. She's in there somewhere. Don't let her get away this time.

KINYONGA: Ow! Gotta run.

SHUPAVU: Nyeusi! Nyata! Use your speed. Stop her!




KINYONGA: I appreciate the escort, but I can find my own way out.

SHUPAVU: Very funny. Ready, Njano? Now!



SHUPAVU: (LAUGHS) Now we've gotcha! You're trapped.

KINYONGA: (LAUGHS NERVOUSLY) I'm sorry. Were you looking for me?

SHUPAVU: (SNICKERS) Doesn't matter what color you turn, you won't get past us again.

BUNGA: And you won't get past us.

SHUPAVU: Who said that? Who's "us"?

BESHTE: We are.


KION: Leave the chameleon alone, skinks.

BUNGA: You heard the tree. Beat it!

SHUPAVU: The Lion Guard! Let's get out of here!

KINYONGA: Look at you. And I thought I was good at blending in.

FULI: We took some tips from the master.

KION: Are you okay?

KINYONGA: Yes, but the Pride Lands might not be. Scar ordered Janja and his clan to block the river above Hakuna Matata Falls.

KION: Then we've got no time to lose. Let's go.

JANJA: Okay. Here we are.

CHUNGU: Here we are where?

JANJA: Doesn't matter. Just break up into teams and start pushing rocks into the river. And nobody stops 'till the water does. Cheezi! Chungu!

CHEEZI: Yeah, Janja?

JANJA: You guys push this rock.

CHUNGA: But that's the biggest one. Why us?

JANJA: 'Cause you're the biggest furbrains.

CHEEZI: Aw, thanks, Janja.

JANJA: (CHUCKLES) This is the easiest plan Scar's ever given us.


CHUNGU: Hey! This rock feels kinda funny.

CHEEZI: Yeah. It's all... Squishy.

BESHTE: Who are you calling squishy?

CHUNGU: And it's got a face.

JANJA: What's goin' on over there?

KION: They just met a talking rock.

JANJA: Huh? Who said that?

BUNGA: I think you guys are done for the night.

FULI: Ever seen a rock with claws? (GROWLS LOUDLY)


BESHTE: You should be more careful who you push around.

ONO: That's right. Keep moving.


JANJA: Chungu. Cheezi. Get back here. And you... Stay away!


JANJA: What... Who are you?

KION: Can't you see? I'm the one who's about to kick your tail.

JANJA: Wait a minute. I know that voice. (YELPS) The Lion Guard. I knew that was Kion's voice.

CHUNGU: Where'd they come from?

CHEEZI: How'd they just appear like that?

KINYONGA: They learned it from me.

JANJA: Whoa!


JANJA: What was that?

CHEEZI: Uh... I think it was my lunch.

CHUNGU: But I thought you ate it.

JANJA: Furbrains, shh. You hear something?




CHEEZI: Scar's gonna be mad the Lion Guard beat us again.

JANJA: So I won't tell him. I'll say we were beat by a bush, a tree, some rocks, and a clump of grass.

CHUNGU: It's that kinda thinking that makes you Janja, Janja.

KION: Keep going, Janja!

Janja: We're going, we're going.

KION: Thanks, Kinyonga. Without your help, we might not have... Kinyonga? Huh! I wonder where she went?

BUNGA: How do we know she's really gone?


ONO: Sorry, Kion. I've looked all morning, and I haven't seen Kinyonga anywhere!

BUNGA: That's the problem with having a friend who's a chameleon.

KION: I hope she shows up. I want to thank her again for all the help she gave us last night.

ONO: Wait a minute. Look over there. I bet Kinyonga's camouflaged on that rock again.

THURSTON: I have to say, you are the nicest talking rock I've ever met.

KINYONGA: Thank you. And I must say you're the handsomest zebra I've ever met.


THURSTON: Yes, well that's what all the rocks say.

KION: Kinyonga!

KINYONGA: Oh, hi, everybody.

KION: Where'd you go last night?

KINYONGA: I thought you might be mad at me.

ONO: Why would we be mad?

KINYONGA: I scared those hyenas and they fell in the river. I broke my promise not to scare anyone.

BUNGA: If it's Janja and his hyenas, scare away.

KINYONGA: Phew! I'm glad to hear that! But I won't scare anybody else!

THURSTON: Excuse me! Do you mind? I was chatting with my friend, the talking... Lizard? (SCREAMS) Panic and run! Panic and run!


KINYONGA: Oh, no. I'm sorry.

KION: Not your fault. Lion Guard, let's round 'em up. Again. Till the Pride Lands end...

ALL: Lion Guard defend!
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