Timon and Pumbaa are sleeping. Then a bug crawls on Pumbaa's face and Pumbaa chases it to the top of a tree. Then, the warthog looks down and gets scared because he's afraid of heights. An Angel Pumbaa appears and tells Pumbaa to leave the bug alone but then a Devil Pumbaa appears and tells Pumbaa to not let a fear of heights stop him from catching the bug. Pumbaa gets the bug but then falls down and lands on a hot air balloon basket. Timon eats the bug and he and Pumbaa continue sleeping on the basket.
Morning comes and Timon and Pumbaa see that they're at a hot air balloon race. The announcer says that whoever wins gets a million bucks but if the balloon touches the ground, they will get disqualified, which makes Timon go along with the race. When the balloon goes up, Timon sees the view and makes Pumbaa see it as well, but the warthog gets dizzy when he sees how high they are. Angel Pumbaa appears and tells Pumbaa to tell Timon that he's afraid of heights, but Devil Pumbaa tells him that if he does so, Timon will think he's a scaredy hog. So Devil Pumbaa has an idea that if something goes wrong with the balloon, the two will be back on the ground.
The hot air balloon heads to Saudi Arabia. Pumbaa puts pillows on the side of the basket, which makes the balloon go upside down and make Timon and Pumbaa fall. Two guards show up and see what Timon and Pumbaa did and they chase the two all the way to a rope. Timon and Pumbaa get back on the balloon and Devil Pumbaa gives Pumbaa another idea.
The balloon heads to the Great Wall of China. Pumbaa opens on of the squares of the balloon and the balloon is about to land on the wall. Timon and Pumbaa run on the wall with Pumbaa holding the balloon in order for it to not touch the ground. The two fall on the end of the wall and safely get back in the basket.
Pumbaa takes a rope and throws to the end of a plane. The pilot goes around the sky and then takes out missiles to pop the balloon. As the missiles are about to do so, Pumbaa confess to Timon that he's afraid of heights. After the missiles pop the balloon, Timon and Pumbaa land back to where they came from. The two then win a million bucks, but then people take the money away from them and give it to another racer. Pumbaa then suggests that he and Pumbaa keep racing until they get a new world record, which makes Timon apparently afraid. An Angel Timon appears to make Timon tell Pumbaa that he's afraid, but then a Devil Timon doesn't want Pumbaa to think Timon is a mook so he gives Timon an idea.
The episode title is most likely a play on "hot air balloons."