Timon is walking with a termite king named Woody Woodeater III, who is lost from his termite mound. The two then run into Pumbaa, with Timon telling the warthog that he's helping out Woody. After Woody introduces himself to Pumbaa, Timon takes his friend behind the bushes to tell him a secret, which is that they are going to eat all the termites after bringing Woody back home.
While Timon, Pumbaa, and Woody are on their way to the termite mound, they go upon different weathers, which are snow, rain, and heat. After that, Woody tells Timon and Pumbaa how much he appreciates their help and that he will plan on making a praising celebration once he returns to his mound. While Timon believes that sending Woody home should no longer be difficult after going upon the three different weathers, a wind suddenly blows, making Woody fly up in the air. Timon and Pumbaa rescue the termite, but soon realize that they are in mid-air.
Timon, Pumbaa, and Woody fall down and land in a beach water. Woody sees that they are not so far from his termite mound and asks Timon to take to check to see how close they are. While the meerkat follows Woody's order, the termite tells Pumbaa a secret, telling him that he has a feeling that the only reason Timon is helping him is that he wants to eat him and his family, much to Pumbaa's shock and guilt. Woody then feels guilty about his suspicion and tells Pumbaa not to tell Timon about it, to which the warthog nervously agrees.
Timon tells Pumbaa and Woody that the termite mound is straight ahead. When they get there, Woody's family is delighted for the king's return and they celebrate while Timon is getting ready to eat them. Woody makes his children thank Timon and Pumbaa for helping him out. After the children thanks the two friends, Pumbaa feels even more guilty and starts to freak out by saying that he is a coward and that he can't keep secrets.
After hearing Pumbaa's words, Woody suspiciously asks Timon about the secret Pumbaa mentioned. While the nervous Timon is about to reply, a Timon angel and Timon devil appear on his shoulders, with the angel telling the meerkat to tell the king the truth. While the angel and devil argue, an angel Pumbaa and devil Pumbaa appear on Timon's shoulders as well. After all four angels and devils get into a fight and disappear, Timon, now feeling as guilty as Pumbaa, reveals his secret to Woody.
Woody is honored by Timon and Pumbaa coming clean with him and he repays the two friends by telling them that instead of them devouring him and his family, he could make them a home cooked meal for the two friends, much to their excitements. However, the meal is revealed to be a tree stump, which Timon and Pumbaa don't seem to like but reluctantly eat it anyway.
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