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NOTE: This spoiler was submitted by Leu.

The movie begins by introducing Sita, a Cheetah in the Masai Mara, in Africa. She has just given birth to 5 cubs. Although cheetahs are solitary by nature, Sita now has her cubs to take care of, and teach before they each go their own way.

Then we see Mara, a 6 month-old lion cub with her mother Layla, who both belong to the River pride. The pride's leader is Fang, an older lion who has a distinctive broken tooth thanks to an earlier fight.

In the North of the Masai Mara, where Sita is caring for her cubs, another pride of lions is led by Kali, who wants to expand his pride by taking over Fang's southern pride. However, they cannot reach the southern pride as they are divided by a crocodile infested river.

Sita's cubs, no longer blind, are beginning to run and play around, when Kali and his 5 sons are on patrol. Sita, seeing it as a danger to her cubs, goads Kali and his sons so as to get them tired and away from her cubs. However after the confrontation, the cubs have scattered. Sita calls for her cubs throughout the night, and as it gets darker, other predators are seen and heard. In the morning, it is seen that three of the five cubs have returned to Sita. Although she continues to call to them, it is known that the remaining cubs were taken by the Hyenas.

Meanwhile, although Layla is the most experienced at hunting, while hunting she is injured by the kick of a Zebra. She begins to limp.

As the Wildebeest begin to migrate to greener pastures, so does the River pride. However, due to her injury and her older age, Layla has trouble keeping up. Mara stays beside her mother and helps on her way. Soon though they begin to lose track of the pride. Knowing that Mara needs the pride, Layla forces through her injury, and they soon find themselves with the River pride once more.

As more time passes by, Sita's cubs have grown more, and begin to show more of their cheetah nature. One day, three older Cheetah brothers roaming about, zone in on Sita. Again Sita finds herself having to divert attention so that they do not find her cubs. However, being Cheetah's they do not tire as easily as lions and soon the brothers have separated Sita from her cubs. As they circle the cubs, the cubs stand their ground and hiss at the bullies, but before the older Cheetah brothers can do anything a passing-by Elephant chases them away.

Some time later, the river that separates the River pride and the northern pride has lessened enough so that Kali and one of his sons can cross. They head towards the River pride, and Fang tries to scare them off, but fails and runs away. Knowing that Mara would be killed by Kali, Layla stands up to Kali and tries to run him off. Seeing what Layla is doing, the rest of the lionesses fight back against Kali and his son, successfully running out Kali. Fang returns to his pride and life begins as usual for the pride.

However, Layla was injured even further during the fight. Seeing that she might not make it, for Mara's sake she goes to her sister Malaika, who has cubs of her own and reconnects with her so as to maintain a spot for Mara on the pride. Once she sees that Mara will be accepted by her sister, Layla slips away from the pride to find a nice quiet place. As she finds it, she is seen lying down, having passed away.

As more time goes by, Kali returns with his five sons in tow. Although his sons have shown signs of betraying their father with ideas of dethroning him, Kali is still strong and shows them who is boss. As they return to takeover, Fang tries to fight, but soon gives up and runs away, never to be seen of again.

Kali takes over the pride, and runs of Fang's cubs including Mara. Her male cousins are seen as a threat to Kali, so he and his sons hunt them down. Seeing that they can no longer stay in the south, they cross the river. But the river has grown since Kali crossed, and the crocodiles are a threat. As they near the north, one of the cubs is nearly caught by the crocodiles. But they both reach land unscathed.

The lionesses refuse Kali as their leader, the wound of losing their cubs still fresh in their minds.

Mara, banished by her pride, tries to live on her own. However, she was banished before she was taught to hunt and finds her first attempts at catching meals, even a small Warthog, unsuccessful. She soon learns that there are benefits belonging to a pride.

Soon the Wildebeest return, and the Lionesses begin to hunt for their new cubs, Kali's offspring.

Mara successfully hunts and feasts. Soon after she proves herself to the pride and is welcomed back.

Meanwhile, Sita and her cubs, who are now young adults, have been having a tranquil time. Sita begins to prepare her sons by teaching them to hunt. They practice on a Serval and a Jackal. Then they encounter Kali's pride and learn to avoid and outrun lions.

Soon Sita, seeing as how her son's are ready to forge their own path, leaves them and returns to the solitary life of a Cheetah.

Mara is shown with her pride, old enough now to become a mother herself.

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