Makuu takes over as a leader of the crocodiles; Kion questions whether to intervene or respect animal traditions.

Simba leaves Kiara in charge of the Pride Lands while he goes to say goodbye to an old elephant friend named Amanifu who has just passed away. Upon learning of this from Mzingo, Janja decides to take advantage of Kiara's inexperience and comes up with a plan to take over the Pride Lands.