Connor learns that there are lions in the Outlands called the Outsiders and they nearly attacked him when he comes face to face with them. Kion and Simba are both worried so they warn Connor to stay away from the Outsiders, but trouble comes when he ignores them by sneaking into the Outlands at night to find the Outsiders on his own.
The episode begins in the Pride Lands where Connor is playing baobab ball with Kion, Bunga, and Jasiri. Bunga catches the baobab fruit but Jasiri head butts him on the back while trying to avoid his honey badger smell and Connor catches the baobab fruit in midair. Just as he ran with baobab fruit, Connor wasn't looking where he was going and he tripped on a rock that caused him to drop the baobab fruit into the Outlands!
As Connor apologized to his friends, Jasiri lets out a nervous laugh and declares that it's game over. But Bunga on the other hand, goes down to retrieve the baobab fruit and Connor gladly goes with him before Kion could stop them from going down and warning them about Janja and his clan... and something more sinister than them.
When Bunga and Connor were in the Outlands looking for the baobab fruit, Connor thought he heard something as he saw a blur whoosh pass him and his curiosity got the best of him. He turned to Bunga to make sure he wasn't looking so he could follow... whatever that thing was. Luckily, he was still looking for the fruit.
Connor ran quietly to the place where he saw the shadow go to just as he found himself in an isolated part of the Outlands when he entered. But what made the place so isolated was that there was less sunlight than in Janja's clan, and that smell! Urgh! It smelled like fifty year old leftovers that haven't been eaten in days, so Connor had to hold his breath to not breathe in the stench. Suddenly, something whooshed right behind Connor, and he felt a shiver run down his spine as he turned around to see who or what it was. But no one was there! Connor then let out a sigh of relief.
But just when he thought he was all alone, Connor spun around and came face to face with an ugly looking lion! He jumped and backed off from him, but every step Connor took, the lion seemed to prowl over to him even more. Then, Connor bumped into a lioness cub who stared at him with hungry eyes and Connor was getting completely freaked out! He always knew the Outlands were a scary and weird place, but it never knew that some lions lived in the Outlands as he heard a growl behind him.
When he looked up, Connor saw another lioness standing above him and staring down at him with the same hungry look. He then backed away, and stumbled down then started shaking. Leaping down, the lioness leader makes her introduction as Zira and she begins pouncing Connor down onto the ground and pinning him with her paw, thinking about having a human for lunch as she licked her lips and drool dripped from her mouth to Connor. Zira opened her mouth and prepared to eat Connor, but just as she was about to do so, Bunga came to Connor's rescue just in time as he knocked Zira off of him! While the honey badger was busy, Connor scrambled to his feet but was stopped by other lionesses! Luckily, Jasiri and Kion appeared and knocked the lionesses down!
Connor decides to join in on the fun so he pulls out his stick and begins whacking ugly lions and lionesses out of his way. Then, after fighting them off, he, Kion, Jasiri, and Bunga made a run for it!
After they got back to the Pride Lands safely, Connor caught his breath and thanked his friends for having his back. Then he asked who were the lions that tried to eat him in the Outlands. Kion and Jasiri both exchanged glances with each other, knowing that they should head to the Lair Of The Lion Guard and show Connor about the lions living in the Outlands.
When they met Simba and Rafiki at the Pride Rock, Connor told them about the lions in the Outlands and how their leader named Zira attacked him and almost tried to eat him.
When he heard this, Simba nodded and Rafiki lead him, Kion, Bunga, Jasiri, and Connor into the Lair Of The Lion Guard to show only Connor the paintings of the Outland lions on the wall. Rafiki explains to Connor how Zira and her pride were exiled for trying to claim that Scar was the true king as opposed to his hand picked heir, Kovu. Connor was wide eyed in amazement by the story, but only for a second! Then in vengeful anger, Connor stomps out of the lair to head back to Outlands to make Zira and her pride pay for what they almost did to him. But Kion jumps in front of him and warns him to not go back to the Outlands to fight the Outsiders for trying to eat him.
As Connor was trying to convince Kion to let him go, Simba prompted the human to listen to his son and stay a distance away from the Outsiders so they will not be any harm to him again. Clutching his fists in frustration, Connor gave up with a sigh as Jasiri noticed his fists faintly glowing blue.
Concerned, Jasiri asked Connor if he was okay. Connor then looks down at his fists to notice that his ancestors' magic is about to take control of him again, so he calms down to dissolve the magic power by taking a deep breath and replies to the hyena that he's okay. Then, back at his home, Connor was lying on his bed looking up at the ceiling still thinking about the Outsiders just as his black cat friend, Lucky, pounced onto his bed to see his owner looking thoughtful about something.
When Lucky asked Connor why was acting so blank after coming back from the Pridelands, Connor snaps out of his zone and turns over to Lucky and says that things are fine in the Pridelands. But that only left Lucky skeptical and asking again.
Finally, as he inhaled and let out a deep sigh, Connor admits that he met some ugly lions, the Outsiders, in the Outlands while helping Bunga find the baobab fruit, and they almost tried to eat him! But the worse part that Connor told Lucky was that Kion and Simba told him to stay away from the Outsiders to be safe.
After explaining about his day, Lucky assures Connor that Kion and Simba only told him to stay away from the Outsiders because they're worried about him. That only annoyed and angered Connor even more as he jumps off his bed and clutched his fists again. Only before they were glowing brighter that fainter and Lucky noticed just in time to tell his owner that his magic handed down from his descent relatives about to get the best of him again.
Connor looked down at his fists, and quickly calmed himself down to subside the magic within him. Then made himself a mental note to not get too angry again, or he'll lose control of his magic again like before.
Later that night, Connor and Lucky were asleep, but Lucky was the one asleep and Connor was the only one still awake thinking about the Outsiders and Simba and Kion's warnings about them. Finally, after hearing too much in his thoughts, Connor threw his blanket off of him, hopped out of his bed, transformed into Catboy, and went to his dresser to pick up his magic Pride Land rock to go to the Pride Lands.
Just then, Lucky stretched and yawned as he woke up and found his owner in his PJ Mask outfit holding the Pride Land rock in his hand, then he asks him what he was doing. Catboy explains to Lucky that he is going back into the Outlands to fight Zira and get revenge on her and her family for trying to eat him, which left Lucky shocked and begging Catboy to not go back into the Outlands as he told him about Simba's and Kion's warning.
But Catboy just shook his head and was already transporting himself back into the Pridelands before Lucky could stop him. As he was in the Pridelands at night, Catboy walked up into the Outlands and then pulls out his fighting stick. He then calls out to Zira that he is back but prepared this time.
Suddenly, Nuka attacks Catboy and pins him to the ground and hungrily licked his lips, just thinking about having one of the legs for dinner. But before Nuka could eat him, Catboy kicked the straggly lion on the stomach and made him crash right onto a rocky wall. Then before they could continue their fight, a young friendly lion cub named Kovu appears and stops Nuka from attacking Catboy one more time.
Catboy gets up and thanks the cub dryly then introduces himself as Kovu introduces himself as well. After the introductions, Catboy asks Kovu if they can lead him to see Zira. Kovu agrees as he and Nuka lead the PJ Mask to see Zira.
At the drinking waters, Zira sees Nuka and Kovu with Catboy behind them and gladly greets him while Catboy gave her only a slight glare and frown. While Zira was sneering, Catboy then snaps at Zira to not give him a silent treatment and tells her that she'll pay for trying to eat him as he raised his stick to hit her on the head, not knowing that his magic will come out at any moment. Zira apologizes and decides that she should talk with Catboy alone. With a sigh, Catboy slowly lowered his stick and follows Zira to where they might be talking privately.
- Connor/Catboy meets and learns about the Outsiders for the first time.
- Connor/Catboy's magic goes out of control again for the second time.
- Only this time, his magic controlled him so much that it turned Catboy into a violent and menacing fighter with telekinesis powers.
- The song Zira and Catboy sung, "Humans Under All", has the same tune as "Lions Over All" sung by Zira.