Let Sleeping Crocs Lie
Attribution information

Howy Parkins


Elise Allen

Production information

The Lion Guard





Production number


Air date

August 11, 2017

Episode guide

"The Rise of Scar"


"Swept Away"

Once I defeat Makuu, not only I will rule the float, but we crocs will rule the whole Pride Lands.

"Let Sleeping Crocs Lie" is the sixth episode of Season 2 of The Lion Guard. It aired on August 11, 2017.


"After the Lion Guard accidentally wakes a group of hibernating crocodiles who become furious that they now have to suffer through the dry season in the Savanna, Scar seizes the opportunity to wreak havoc in the Pride Lands."[1]


When a rock slide startles a herd of antelope into stampeding, the Lion Guard rushes to calm them down. From overhead, Ono spots a canyon into which the Lion Guard can chase the antelope, and Kion leads the Guard in herding the team into the canyon. Unbeknownst to the Lion Guard, Makuu and his float slumber underground and are awakened by the loud disturbance of the stampede.

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Makuu's float awakens from hibernation due to the Lion Guard's activities

The Lion Guard manages to calm the antelope, but Makuu and his float emerge from down below and explain that crocodiles cannot go back into hibernation after being woken up. Though Makuu is willing to reason with the Lion Guard, a particularly vicious crocodile named Kiburi blames Ono for the dilemma and suggests dealing with him the "crocodile way." Makuu orders Kiburi to back down and then deals more reasonably with Kion, agreeing to meet with Simba in order to discuss water rations for his float.

After Makuu and the Lion Guard depart, Kiburi seizes control of the float, inspiring them to join him in taking over the water holes in the Pride Lands. From afar, Shupavu the skink watches in fascination and resolves to speak with Ushari and Scar about the proceedings.

In Janja's den, Scar praises Ushari for his spies' work and orders the skinks to continue monitoring the situation.

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Scar plots with Ushari in the Outlands

Meanwhile, Makuu speaks with Simba on Pride Rock about the water situation. Ono is called forward to help spy out a new water hole for the crocodiles, but while overlooking the Pride Lands, he sees that Makuu's followers have invaded the water holes. Simba starts to blame Makuu for the pandemonium, but Makuu insists that whoever is leading his float has defied a direct order from their leader. He tries to leave in order to settle the situation, but Simba orders him to let the Lion Guard deal with the problem instead. Begrudgingly, Makuu agrees, and Kion leads the Lion Guard to the rescue.

When Kion arrives, he attempts to stop Kiburi from hurting the animals in the water hole, but Kiburi refuses and engages Kion in a fight. In the midst of the brawl, Makuu arrives and chastises Kiburi for defying his orders. Simba adds that they have a found a new water hole for the crocodiles to live in and then tasks the Lion Guard with leading the float to their new home.

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Kion fights with Kiburi, a defiant crocodile in Makuu's float

The team does as they are told, escorting Makuu and his float to their own private water hole, but the water hole proves to be too crowded and uncomfortable for the crocodiles. Kiburi challenges Makuu about the poor situation, but Makuu insists that they must compromise with Simba in order to survive. Appalled at Makuu for being so willing to share with the other Pride Landers, Kiburi calls for a mashindano, and Makuu accepts.

Shupavu reports the proceedings to Scar, who questions Ushari as to whether the royal family will attend the event. When Ushari confirms that Simba will likely be present, Scar schemes to use the mashindano as a distraction. He orders Ushari to convince Kiburi that he can become ruler of the Pride Lands, and Ushari agrees to the plan.

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Makuu defeats Kiburi in a mashindano

At sunset, the Pride Landers gather at Lake Matope to watch the mashindano. Before the event, Ushari speaks privately with Kiburi, who agrees to the snake's plan. Just then, Kiburi is called to return to the mashindano, and he and Makuu begin their fight. As the crocodiles brawl, Kiburi's lackeys attempt to sneak up on an unknown target, using the mashindano as a distraction.

In the meantime, Ono grows tired of the violence and flies away from the mashindano to avoid watching the fight. As he hovers over the battlefield, he notices several crocodiles leaving the event and wonders why they would abandon such an important fight. He reports what he has seen to Kion, who leads the rest of the Lion Guard in figuring out what is going on. Just then, Ono realizes that the crocodiles are attempting to ambush Simba, and he hastens to warn Kion of the danger. Just in time, the Lion Guard arrives and thwarts the crocodiles' efforts to assassinate Simba.


Scar sings "I Have a Plan", in which he plots to overthrow Simba and Nala

Simba overhears the fight and arrives to find Kiburi's lackeys defeated. He studies the crocodiles and recognizes them as being too dim-witted to have come up with such a scheme on their own. No sooner has Simba realized this when Makuu defeats Kiburi in the mashindano, and Kiburi relinquishes the victory. However, when he stands up, Kiburi declares to the onlookers that his followers have killed Simba and that he is now the ruler of the Pride Lands.

Simba interrupts Kiburi's speech, and Kiburi realizes that the Lion Guard has outsmarted him. Makuu approaches Simba and assures him that he had had no knowledge of Kiburi's scheme, to which Simba defers Kiburi's punishment to Makuu. Makuu declares that Kiburi is no longer a part of the float, so Simba takes back over, banishing Kiburi and his lackeys from the Pride Lands.

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The Lion Guard and Simba overlook the crocodiles in their new water hole

As Kiburi and his followers leave the kingdom, Kiburi corners Ushari and accuses him of having caused his downfall. Ushari calmly promises Kiburi much more than he had before and leads the crocodiles to Janja's den, where they meet the ghost of Scar. With all his onlookers watching, Scar sings "I Have A Plan", in which he revels in his future plot to overtake the Pride Lands and become king.

Meanwhile, Ono laments having caused Makuu's float to awaken early. Though the rest of the Lion Guard attempts to reassure him, Ono refuses to accept their comfort and goes before Makuu to apologize. At first, Makuu seems to be growing angry, but then he forgives Ono, much to the egret's relief. Kion explains that Makuu had learned of Ono's part in foiling Kiburi's scheme, and Simba adds that everyone makes mistakes. He then asks Makuu if this is the new "crocodile way," to which Makuu says that perhaps it is.



Guest Starring



  • In the credits of this episode, the name of crew member Haley Mills is misspelled as "Hayley Mills".[2]



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