While Timon and Pumbaa are sleeping, a bug crawls on Pumbaa's face and flies to a top of a tree, with Pumbaa giving chase. When the warthog gets to the top of the tree, he looks down and gets scared as he is afraid of heights. A Pumbaa angel appears and tells Pumbaa to leave the bug alone as his fear of heights is more important, but a Pumbaa devil appears and insists that Pumbaa continues to try to catch the bug.
After Pumbaa catches the bug, he falls down and lands in a basket, with Timon being the one to eat the insect. The two friends decide to continue sleeping in the basket. When morning arises, Timon and Pumbaa realize that they're on a hot air balloon and that a race is about to start. When the announcer says that the winner will receive a million dollars, Timon decides to go along with the race, knowing that he and Pumbaa could by a billion bugs with the amount of money the announcer mentioned.
When the race starts, Pumbaa becomes afraid when he sees how high they are. Angel Pumbaa appears to make the warthog tell Timon that he's afraid, but Devil Pumbaa states that if he tells Timon the truth, the meerkat will think he's a "scaredy hog." Therefore, he suggests to have Pumbaa do something to the balloon in order to make it go down.
Pumbaa places pillows at the edge of the basket, causing the balloon to turn upside down, resulting in Timon and Pumbaa falling off and finding themselves in Arabia, where they get confronted by two guards. When the two friends get to the top of a rope, they find the balloon they were on and get on it, with Timon happy that they could still have a chance to earn a million dollars. Angel Pumbaa appears and insists that Pumbaa tells Timon the truth, but Devil Pumbaa has another suggestion on what the warthog could do to the balloon.
When Timon and Pumbaa get to the Great Wall of China, Pumbaa makes a hole pop out of the balloon, causing it to go down. Timon, however, states that they will get disqualified if the balloon touches the ground. The two friends, therefore, run over the wall, with Pumbaa holding on the balloon, until they get to the end.
Later, following Devil Pumbaa's order, Pumbaa uses a rope to catch a nearby plane, making the pilot fly around in order to free the plane from the balloon. While the pilot throws missiles at the balloon, Pumbaa realizes that Timon is terrified, making Angel Pumbaa make the warthog tell his friend that he's afraid as well. While Pumbaa follows his angel self, one of the missiles creates a hole in the balloon, causing to deflate and land in the part of the jungle where the race began. While Timon is happy to be back on land, Pumbaa realizes that after confessing to Timon about his fears, he is no longer afraid.
Timon and Pumbaa see that they won the race and they are offered a million dollars. However, the money is taken away from them and are given to another racer, who got a world record. Pumbaa suggests that they go for another ride in order to get a new world record, much to Timon's fears. An angel Timon tries to make his mortal self confess to Pumbaa about his fear, but a devil Timon has a suggestion in order to not have Pumbaa think that he's a mook.
- The episode title is most likely a play on "hot air balloons".
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