A female leopard cub, Claudia, gets chased by a hyena, but then a gorilla attacks the hyena and chases it away, before Timon and Pumbaa appear. Claudia's father, King Leopold, shows up about to attack Timon and Pumbaa, but Claudia tells her father that the two saved her life and Leopold thanks the two.
Timon takes advantage of the leopards mistake of he and Pumbaa saving Claudia's life, as King Leopold makes Timon and Pumbaa Claudia's bodyguards. At a plain field, Claudia says that they have to wait for something. Then the ground shakes and there's a stampede of buffalo running over Timon.
Timon, Pumbaa, and Claudia now climb a tree, where a snake appears and grabs Timon. Pumbaa suggests that Timon tells Leopold that he did not save Claudia from the hyena. Timon, Pumbaa, and Claudia are at Leopold's throne room, where Timon is about to tell the king the truth, but then Leopold talks to another leopard whom he gets angry at for not protecting Claudia, and the leopard gets beaten offscreen. So Timon fearfully decides not to tell Leopold the truth.
Claudia takes Timon and Pumbaa in a cave. Timon then gets webbed by a spider. Then Timon, Pumbaa, and Claudia jump in a river, where Timon gets bitten by piranhas and attacked by alligators. Pumbaa then tells Timon to try telling Leopold the truth again.
Timon goes to King Leopold but still doesn't tell him that he and Pumbaa did not save Claudia from the hyena. Timon, Pumbaa, and Claudia go on some other adventures in which Timon has rough times and still Timon won't tell the king the truth.
Finally, a now injured Timon goes to King Leopold and tells him that he and Pumbaa did not save Claudia from the hyena. Leopold accepts Timon's honesty and he makes Timon and Pumbaa to take care of his two twin sons, who, according to him, are not as nice as Claudia. Timon then faints.