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Pumbaa is walking down the beach when he runs into a beached whale named Lester. The whale admits his dilemma to the warthog, but when Pumbaa tries to fetch help, he stops him, proclaiming that there is not enough time to get help. Determined to save the whale, Pumbaa digs his way beneath Lester and heaves him back into the sea.
Upon resurfacing, Lester reveals himself to be an enchanted whale and tells Pumbaa that, in repayment for his kind act, Lester will grant him three wishes. The warthog is at first confused, for he doesn't wish anything in particular, but Lester assures him that he can reserve his wishes for later. In order to call forth the whale once more, Pumbaa must come to the same beach and call out Lester's name.
Shortly afterward, Pumbaa relays the story to Timon, who is incredulous that Pumbaa had turned down three wishes. In his defense, Pumbaa reminds Timon of the time they'd screwed up their wishes while using a magic lamp, but Timon remains firm and forces Pumbaa to return to the beach and wish for something "big and expensive."
Heeding his friend's orders, Pumbaa tells Lester his wish, and the whale grants it, landing Pumbaa with a giant replica of the Statue of Liberty. Angry at Pumbaa for getting his wish wrong, Timon tells his friend to be more specific when he talks to Lester. Still broiling, he orders Pumbaa back to the beach and instructs him to wish for Timon to be made into a king.
Pumbaa does as his friend asks, only to return to a giant-sized Timon standing atop a replica of the Empire State Building. Picking the warthog up in one giant hand, Timon demands his friend go back to Lester and wish for him to be a regular-sized king in a stone castle with a ferocious fire-breathing monster that he can defeat. Pumbaa agrees and returns to Lester, delivering Timon's wish to the magic whale. However, he screws up the words "can" and "can't" while delivering the message.
Lester grants Pumbaa's wish and then announces that the curse over him has been lifted. There is a great flash of light, and Lester transforms into a human princess. After thanking Pumbaa and giving him a kiss, the princess walks away.
With Lester gone, Pumbaa seeks out Timon, who has been granted his castle and kingly position. After showing off his new security systems to Pumbaa, Timon is attacked by a giant, fire-breathing chicken, which he had intended to be a dragon. In an attempt to thwart the beast, Timon attacks it with a sword, only to be fried by the chicken's fiery breath. Other attempts at vanquishing the chicken prove futile, and Timon soon realizes that Pumbaa has screwed up this wish as well.
With the two friends distracted, the chicken attacks, its fire breath hitting a security lever that activates all of Timon's systems. Timon and Pumbaa flee the beast, but it pursues them, burning each and every one of their hiding places to a crisp. After their last hideaway burns away, Timon gets an idea and tells Pumbaa to flee to the roof. Together, the friends escape the chicken and close the trapdoor behind them, piling large furniture against the door to keep the beast out.
Later that night, Timon uses a fishing pole to catch fish out of the sea. After snagging himself a small blue fish, Timon asks the fish whether it is a magic, wish-granting fish or not, only to receive a mouthful of water in the face. Pumbaa yells at his friend that the trapdoor won't hold much longer, and Timon heaves his hook back into the sea.
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