After Pumbaa scratches Timon's back, he expects Timon to do the same thing to him, but the meerkat claims that he's too tired and that he'll scratch it later. He then tells Pumbaa that they should get to the mountain top before dark because Rafiki told them that there's going to be a meteor shower.
When Timon and Pumbaa get to the top of the mountain to watch the meteor shower, Pumbaa starts complaining to Timon about him doing everything for the meerkat, but Timon never doing anything for him. Timon then makes Pumbaa fetch him some bugs, with the warthog wondering if Timon is a real good friend while he does so.
As Pumbaa is about to get some bugs, the meteor shower starts and one of the meteors goes to the warthog, with Timon quickly running to his friend to see if he's okay. Pumbaa befriends the meteor and names it Rocky. When tells Pumbaa that he's still waiting for the bugs, Rocky rolls to a log, making all the bugs come out of it, much to Pumbaa's happiness.
The next day, Pumbaa scratches himself over Rocky and starts stating how much of a better friend he is too Timon. Later, while Pumbaa and Rocky are on a log see saw, Pumbaa continues to state how much of a better friend Rocky is than Timon, much to the meerkat's anger and jealousy. Timon then decides to find a new best friend.
While Timon chases a bug, he meets a parrot and tries to befriend. However, the friendship doesn't work out as the parrot keeps repeating everything Timon says. The meerkat later befriends a tree stump while he complains about Pumbaa's action and then tries to befriend an unfriendly leopard, who scratches off the back of Timon's skin and chases the meerkat.
Meanwhile, Pumbaa does some activities with Rocky, but soon starts to miss Timon. Later, more meteors fall and land around Pumbaa and Rocky, making the warthog believe it's his meteor friend's family. He decides to leave Rocky alone with the other meteors and search for Timon. He then finds Timon about to get eaten by the leopard and defeats the predator by throwing Rocky on him.
After Timon and Pumbaa escape the leopard, Pumbaa explains to Timon about his friendship with Rocky not being as great as his friendship with the meerkat. Timon then apologizes to Pumbaa for having the warthog do everything and that from now on, it's all going to change. Timon then gives Pumbaa a long-awaited back scratch. Meanwhile, the leopard finds Rocky and befriends the meteor.