Timon and Pumbaa are preparing to enter Madame Credenza's Place, where Timon is eager to eat the gypsy moth owner of the facility. Pumbaa, on the other hand, is more excited to hear the moth tell him his fortune. Together, the two enter the facility, where Madame Credenza tells Pumbaa that his future is "uncertain." When she attempts to read Timon's future, the meerkat snatches her out of the air and shoves her into his mouth.
Horrified, Pumbaa whacks Timon's back until the meerkat spits the moth back out. Upon regaining her senses, Madame Credenza angrily bestows a curse on Timon, who laughs her off and drags a trembling Pumbaa away.
After leaving Madame Credenza behind, Timon settles down with a bowl of bugs. Horrified, Pumbaa declares that the curse is making Timon eat bugs. The meerkat is later seen sitting on a couch with a newspaper in hand while Pumbaa watches in terror, afraid that the curse is making Timon read newspapers. Annoyed at Pumbaa's premonitions, Timon shoves his newspaper on top of his friend's head, but Pumbaa only responds with a declaration that the curse is making Timon cranky. The process repeats itself when Timon attempts to take a bubble bath, and Pumbaa warns him that the curse is making him bubble. Timon, in turn, blames Pumbaa for the bubbling and then unplugs the drain, sending Pumbaa spinning away with the bathwater.
Come nighttime, Timon is asleep, but Pumbaa lies awake, afraid that it is the curse that makes his friend sleep. Timon wakes up to the warthog's sobbing and angrily reprimands Pumbaa for believing the moth's silly curse. He then plops his friend into bed and promises him a meal of "big, fat, juicy bugs" in the morning. Satisfied, Pumbaa falls asleep, and Timon does the same, finally at peace.
The next morning, Timon wakes up to find that he has turned into a beetle. Horrified, he races to Pumbaa's bedside and shakes his friend awake, screaming all the while about how the curse is real after all. When Pumbaa opens his eyes, he mistakes Timon for a real beetle and, without suspecting a thing, gobbles him right up.
Upon entering Pumbaa's stomach, Timon is instantly ushered by a miniature Pumbaa into the digestive system. Before entering, he asks the sentry for a chance to talk to Pumbaa, but the guard grumpily reminds him that no one is allowed to enter the brain, per the rules. Determined to reach Pumbaa, Timon tackles the sentry to the ground until he is victorious and can make his way to Pumbaa's brain.
After escaping the stomach, Timon finds an elevator that takes him straight to the brain - minus a few stops along the way. Once he reaches his friend's brain, Timon attempts to communicate with Pumbaa via a microphone, and the warthog tells Timon that he must get the body to burp in order to be free. After following Pumbaa's instructions, Timon readies himself to be burped, and the warthog lets one loose, freeing Timon from his body; but the moment he sees Timon on the ground, still in beetle form, Pumbaa shoves him into his mouth and eats him again.