Timon and Pumbaa catch some bugs and put them in a bag. After doing so, the two run into a buff meerkat and warthog named Pimon and Tumbaa, who have a philosophy of their own: Kahuna Potato. Pimon and Tumbaa steal Timon and Pumbaa's bag of bugs and give them both wedgies. After the bullies walk away with Timon and Pumbaa's bugs, Timon suggests that he and Pumbaa learn how to fight.
Timon and Pumbaa go to Rafiki and ask him to teach them his fighting style. Rafiki says that he will do so after Timon snatches some bugs from his hands, but instead he teaches the two how to fight first. Rafiki cuts Timon and Pumbaa's hair, puts fighting belts on them, and nicknames them "Timon-Yang" and "Pumbaa-Yin." The baboon shows the two how to fight by using bananas, making them squeeze the fruits and stirring them.
After the work, Timon sees the bugs on Rafiki's hands and sneakily tries to get them, but Rafiki catches him and hits him on the head with his stick. The baboon tells Timon that he's not ready and Timon tells him that he hasn't taught him and Pumbaa anything about kung-fu fighting. When Timon and Pumbaa are about to leave, but Rafiki tells them that he has taught them how to fight and shows them the skill they used with the bananas by using their bodies this time. When Timon and Pumbaa succeed, Timon snatches the bugs from Rafiki's hand and he and Pumbaa are ready to fight Pimon and Tumbaa to retrieve their bag of bugs.
While Pimon and Tumbaa are picking on a squirrel, Timon and Pumbaa confront the bullies and prepare to fight them. After Timon and Pumbaa hit Pimon and Tumbaa with a banana, the bullies trick Timon and Pumbaa into thinking that they're seriously hurt and give Timon and Pumbaa another wedgie.
While Pimon and Tumbaa laugh at Timon and Pumbaa, Rafiki appears and tells the two friends to use Hakuna Matata to fight. Listening to Rafiki's advice, Timon and Pumbaa use their own weapons to fight the bullies. After the two friends defeat the bullies, Timon has an idea on what he and Pumbaa can do with them.
Later that night, Timon and Pumbaa lie down on the grass while Pimon and Tumbaa, with their heads shaved off, feed them the bugs from the bag that they stole from them.
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