Timon and Pumbaa are walking around the Matterhorn heading to Paris, France to eat some bugs. The two run into a Billy Goat guard and see that they need papers to pass.
Timon grabs his suitcase and takes out different kinds of papers and gives them to the goat. The goat gets mad and knocks Timon and Pumbaa into the wall three times with his horns. Pumbaa suggests that they use passports, where he puts Timon in a photo booth to take his pictures, but Timon suggests they should try to sneak past the goat instead.
Timon and Pumbaa try various ways to pass the Billy Goat guard, such as putting the goat to sleep, using a ski motor, using a hot-air balloon, making Pumbaa pretend to be a female goat, and shrinking themselves. But all of their plans backfire.
After many failed attempts to pass the Billy Goat guard, Timon decides to use a dollar bill as a paper, but Pumbaa says that it's not a right thing to do, but Timon gives the warthog a grub so that Pumbaa can forget all about it. The goat accepts the bill and is about to let the two pass, but before he does so, he wants them to do a dance of "cha-cha-cha." He then makes Timon juggle while riding a unicycle and Pumbaa play instruments while wearing a band uniform.
After Timon and Pumbaa do the dance and stunts, they realize that they just got tricked and the goat laughs very hard, with a sudden change of voice. Timon and Pumbaa recognize the voice, and an annoyed Timon shows his friend that the goat is actually Fred in disguise. Fred tells the two that they just made fools of themselves in front of the entire world, much to Timon's confusion since there is no one at the Matterhorn besides himself, Pumbaa, and Fred. The jokester meerkat breaks the fourth wall by explaining to his friends that they are on TV.
Timon and Pumbaa then sneakily look at Fred, who gets confused by their facial expressions. Timon tells his old friend that the joke's on him and he and Pumbaa reveal themselves to be goats in disguise. The goats then use Fred as a volleyball by hitting him to each other several times with their horns.