Timon wakes Pumbaa up from his nap and tells him that his bestest best friend Fred is coming to visit. When Pumbaa states that he thought he was Timon's bestest best friend, the meerkat explains that he met Fred long before he met Pumbaa. Timon tells the warthog that Fred loves pulling practical jokes and shows him some of the gags his former friend loved. Timon then tells Pumbaa that his hyena jokes always made Fred laugh.
Timon comes up with some new hyena jokes and tells them to Pumbaa, making him laugh. After hearing the final joke, Pumbaa suggests that he leaves Timon and Fred alone so that the two can catch up on their friendship, but Timon will not accept Pumbaa leaving, telling him that he would never do anything to make him feel left out.
Fred shows up to the jungle, wearing a suit and blue hat. He tells Timon that he has changed his ways and therefore no longer pulls practical jokes, much to Timon's dismay. It then turns out that it was a joke when Fred pulls the handshake buzzer trick when he and Timon shake hands as they agree that Fred being reformed will not ruin their friendship.
After pulling some other jokes on Timon, Fred meets Pumbaa and does the old snakes jumping out of a can trick to the warthog. Timon then tells Fred that he came up with some new hyena jokes, but Pumbaa accidentally steals the jokes and takes the credit for it. This makes Timon angry enough to get the warthog to leave so that he and Fred can catch up on their friendship, but Fred tells Timon to reconsider Pumbaa staying. He then suggests that the three should do some jungle activities together and Timon suggests they go Bowling for Buzzards, but the other meerkat states that they always do the said activity. When Pumbaa suggests a game of Turtle Tennis, Fred goes along with that idea and he is shown to bond more with Pumbaa as the two walk off together, making Timon feel a little left out.
Timon, Pumbaa, and Fred do some activities in the jungle, which are "Turtle Tennis" and "Flamingo Fishing," both of which Pumbaa and Fred enjoy while Timon has rough times. Later, Pumbaa and Fred are relaxing in a ravine. They then see Timon, who is wearing bandages from the injury caused by a flamingo, and ask him if he wants to do some other activities, all of which Timon refuses. Pumbaa and Fred realize that they made Timon angry by leaving him out. To make up for their mistake, Fred makes Timon relax under a tree while they go fetch him some bugs.
However, when Timon does what Fred told him, Fred tells Pumbaa that the tree Timon is under is filled with sleeping howler monkeys. He then encourages the warthog to nudge the tree so that the howler monkeys will fall on Timon and disturb him. Pumbaa refuses to do so, knowing that the prank is too mean and humiliating to pull on a friend, and decides to go get bugs for Timon as they promised, leaving Fred to come up with another practical joke. He goes to Timon to encourage to pull a joke on Pumbaa and the meerkat plays along.
Timon finds Pumbaa about to fetch some bugs from a log. He tells Pumbaa that he found some beetles somewhere in the jungle and he has to walk on some white lines on the ground to guide them to the beetles. While Timon and Pumbaa are on their way to find the "beetles," Timon feels guilty about pulling the prank after Pumbaa mentions that he wouldn't be friends with anyone who would pull humiliating practical jokes on him and that friends should treat each other with honesty and respect.
Timon and Pumbaa arrive at a big hole filled with leaves, which is the joke. Fred is on top of a tree branch watching and gives Timon a thumbs up. Timon feels even more guilty and tells Pumbaa to wait a minute and that there's something that he forgot to tell the warthog. After Timon whispers to Pumbaa, the warthog plays along with Timon to trick Fred into thinking that he actually doesn't believe that the prank is a trap. Pumbaa then hits the tree, causing it to shake and Fred falls off the tree, falls on the leaves, and lands inside the hole. Timon and Pumbaa laugh, but then the two believe that the prank went too far and that Fred is probably seriously hurt or even dead.
Timon and Pumbaa get in the hole to see if Fred is alright, but then Fred comes out uninjured from the hole using a ladder and laughs at Timon and Pumbaa's reactions as they climb back out. Timon vengefully kicks Fred back in the hole and removes the ladder. He and Pumbaa leave Fred trapped in the hole for a little while and the two friends plan to go fishing for flamingos together.
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