During a celebrated holiday in the Pride Lands, Kion and his friends rescue a jackal pup from Janja but soon discover that he is in a family of jackals and the matriarch, Reirei, manages to fool Kion into letting them stay.

Bunga, Kion, Ono, and Beshte search for Utamu grubs. On the way, Bunga tells the story of how he met Timon and Pumbaa. Meanwhile, Fuli goes on a mission alone and overexerts herself leaving her vulnerable to an attack by Mzingo's flock.