Fuli meets a male cheetah named Chui and finds herself falling in love with him, but is afraid that Chui might not like her for who she is. So, Kiara, Tiifu, and Zuri decide to give her a makeover to help Fuli impress Chui.
The episode begins in the Pride Lands where Kion and his friends saving the gazelles from Janja, Chungu, and Cheezi. Fuli uses her speed to stop the herd from getting into the Out Lands in time while Bunga and Kion help Ono and Besthe stop the hyenas as Fuli leads the gazelles away to safety and Kion blows Janja, Chungu, and Cheezi with his roar.
After rescuing the gazelles, Kion congraluate everyone, but mostly Fuli who's speed has gotten the gazelles safely away from the hyenas as Fuli thanks Kion when just as she was about to finish her sentence, another cheetah dashes pass the Lion Guard, leaving them coughing in a cloud of dusty dirt. Annoyed, Fuli shouts to the cheetah to watch where he was going but her angry expression changes when she noticed how handsome the cheetah looked.
Shyly, she apologizes for snapping at the male cheetah and introduces herself to him as he introduces himself as Chui, then flashes a charming smile at Fuli and runs off.
Back at the Pridelands, Fuli was walking but looking down at the ground, still wondering why she acted so strange around Chui this morning after stopping the hyenas. Just then, Kiara, Tiifu, and Zuri appeared to notice Fuli and they go to her, then ask what's up.
Fuli explains to them about the new cheetah named Chui and that she acted weird in front of him, like how her heart beated faster than her feet. Kiara shared a knowing glance with her friends, knowing why Fuli was acting weird with Chui. She was in love with him, which Fuli quickly doubts about. But the three lioness cubs noticed the pink blush on the cheetah girl's cheeks and it annoys Fuli so much that she finally admits that maybe she is in love with Chui.
Fuli then asks how will she impress Chui as Kiara explains to her that she should change her looks and her personality because she thinks some boys go crazy over beautiful looks and pretty personalities, while Tiifu disagrees with that and tells Fuli that she could just be herself because she thinks that being yourself is more important than looks and glamour. But she got a slight glare from Kiara and Zuri, then muttered "never mind" as she turns away shyly.
After the conversation, Kiara, Tiifu, and Zuri got to work on making Fuli a new cheetah. A montage is shown of the girls giving Fuli a bath in the Big Springs (which Fuli disliked the most since she hates water), then putting makeup on her face, decorating her fur with pink Swahili flowers that smelled so sweet, and finally teaching her lady-like lessons. Finally, Fuli was transformed! She was a new and improved cheetah girl, with glamour, beauty, and style! But is she still in need for speed?
Meanwhile, at Hakuna Matata Falls, Bunga and Besthe were swimming, Timon and Pumbaa were relaxing in the sunlight, Ono and Kion were watching Bunga dive into the water, and Connor (who had just arrived after the gazelle stampede was over) was laying in his hammock sipping Swahili fruit juice. While drinking his juice, Connor asks the Lion Guard boys and Timon and Pumbaa if they've seen Fuli after the gazelle stampede. But no one has seen her since that, until Kion tells him that the last time he saw Fuli was that she was at the Big Springs with Kiara, Tiifu, and Zuri washing up. Raising an eyebrow, Connor comments that Fuli hates getting wet and asks why would Kiara, Tiifu, and Zuri wash her up as he shrugged and continued drinking his Swahili fruit juice.
Suddenly, something beautiful and shiny caught Connor's eyes as he spits his Swahili juice out and finds Fuli, who was sitting on the rock bathing in the sunlight's rays, but she looked different. The boys turned to see Fuli too, just to be hypnotized by her beauty, glamour, and her shimmering fur.
When he finally snapped out of his trance, Kion walks up to Fuli and ask her what happened to her. Fuli then explains in a strange tone of voice that Kiara and her friends have fixed her up with a bath and some flowers just as Bunga asks if it was only for Chui.
Flustered, Fuli straightens the flower of her ear and replies that she's not really doing it for Chui, but just for herself. But Kion could tell that Fuli really is doing it for Chui and starts teasing her a bit. Connor quickly stops Kion's teasing and asks Fuli if she is sure that makeup from Kiara will really impress Chui more than just being herself.
Fuli assures Connor that she'll be fine and that Kiara has told her that being beautiful and glamorous will help her get Chui's attention. As she left Hakuna Matata Falls, the boys all exhanged worried glances with each other.
Later at Big Springs, the boys were chilling out and Connor was sketching some cool drawings on his sketchpad. But Ono was still worried about Fuli's new look. He likes how Kiara, Zuri, and Tiifu did the makeup thing for her, but he wasn't sure about her new personality. Connor tells Ono that the new Fuli will take getting used to, and act like everything is normal.
But as he was finishing his sketch, Connor discovers that he sketched up Fuli on the paper and looked up from his sketchpad to see the real Fuli frolicing around as all the other male animals were falling for her charms. Even Besthe, Ono, and Bunga were becoming hypnotized by Fuli's flirtatious actions. But Connor and Kion were quick enough to resist.
As Connor sighed, all of Fuli's charismatic actions were starting to remind him of the time when he was Catgirl, he... er... I mean, she was flirting with Romeo just to get herself back to being Catboy again and to also gender swap Owlbert back into Owlette. Suddenly, Kion interrupted Connor's thoughts by asking him if he was okay as Connor replies with a forced smile that he's fine, but he didn't mention the part that he was thinking about being Catgirl.
Connor then continued looking at Fuli, but he still resisted her charms just as she saw her friends again and got some help to get across by some lovestruck male hippos. Then, Kion noticed the strange change in Fuli's voice as a high, flirty tone which got him right in the guts and he soon greeted her in a strange kind of way. Connor then realized that Fuli's new voice had gotten Kion lovestrucked so afraid to get charmed too, he quickly picked up his pencil and sketchpad to escape from Fuli and her charms before it was too late for him.
Luckily, Fuli didn't notice Connor going away from Big Springs as Connor looked back with a sigh and used his Prideland Stone to head back to his world.
Minutes later, Connor was back in his bedroom and went to his iDisney to talk to Greg and Amaya about his day in the Pridelands. Greg and Amaya called, then they noticed the anixous look on Connor's face, so they asked him what was wrong. As he spoke, Connor explains to them that Kion's sister, Kiara, Tiifu, and Zuri have given Fuli a makeover just so she can impress some boy cheetah named Chui, and he (Connor) is worried that Fuli is using her new flirt power on all the male animals, including the Lion Guard, for flirting practice. Nodding, Amaya suggests that maybe Fuli needs someone to talk to about not using her flirting anymore, so that way, no male animals will get under her spell anymore.
But Connor was unsure about that. Greg, on the other hand, tells Connor that Fuli is his friend and that she needs his help, even though she is now glamorous, flirty, and sweet talking. Breathing out a sigh, Connor thanks his friends and ends the call after saying goodbye. Well, it's now or never as Connor used his magic Prideland Stone to head back to the Pridelands.
When Connor came back to the Pridelands, he finds Fuli at a field of pink flowers. Then taking a deep breath, he walks over to her and asks if they can talk. Fuli replies yes as she followed Connor to a safe a private place for their conversation.
- Fuli gets her first makeover in this episode
- The flashbacks from Girls Will Be Heroes and The Boy Who Becomes the Hero from Connor's memories are seen in this episode.