The episode starts by introducing a hotel called "Spotless Arms: The Cleanest Hotel in the World." The manager comes out of the hotel to put a sign that says that the hotel will open the next day, but then hears a sound coming from the kitchen. He goes to the kitchen and sees two cockroaches making a mess.
Infuriated by the roaches, the manager makes a phone call to hire someone to get rid of the two bugs before the hotel's grand opening. When he hangs up, he sees Timon and Pumbaa at the door, who are willing to catch the roaches themselves. As the manager is about to leave, he tells Timon and Pumbaa that while they catch the cockroaches, they have to keep the hotel spotless as well. Timon promises that he and Pumbaa will eat the roaches after he makes sure that they caught them, although he crosses his fingers behind his back, marking his promise a lie.
When the manager leaves, Timon tells Pumbaa that they will eat the cockroaches as soon as they find them. The two friends go search for the two bugs all around the hotel, with Pumbaa's nose acting like a vacuum cleaner. As they are looking around, the two cockroaches come out of a fountain and see Timon and Pumbaa. They come up with an idea to outwit the duo. Timon and Pumbaa go to the kitchen and Pumbaa notices that the roaches are there. The roaches put hot sauce in Pumbaa's nostrils, making Pumbaa uncontrollably burn. The warthog makes a blast around the kitchen, grabs Timon, and the two get out of the kitchen and end up in the fountain, with the cockroaches laughing at them and escaping.
The cockroaches are at the rooftop swimming pool taking a nap on an air bed. Timon and Pumbaa arrive at the pool and see the roaches. They realize that it would be impossible to catch the bugs while in the water, so they make the water go down the drain. As Timon and Pumbaa are getting ready to catch and eat the cockroaches, the bugs quickly manage to escape them. Timon accidentally pokes the air bed with a fork, making the bed fly all around the hotel with the two friends on it and they finally land in the fountain. The cockroaches throw tomatoes at Timon and Pumbaa and the two chase the roaches, but they once again fail to catch them. Realizing how clever the roaches are, Timon and Pumbaa hatch a plan to do something to outsmart the bugs.
Timon and Pumbaa bring the cockroaches to a walk-in freezer, willing to test their cleverness to see if they will manage to escape them. The roaches turn off the light, attack Timon and Pumbaa, and tie the two up. The hotel manager calls and asks Timon if he and Pumbaa caught the roaches, and Timon lies by saying that they did so and that the hotel is spotless. The freezer then catches on fire and the roaches leave Timon and Pumbaa meeting their doom. Then, there's more chaos going on in the hotel, and the building gets destroyed.
Fortunately, Timon and Pumbaa survived the fire. The two friends see the roaches lying next to them and they finally catch them. Timon is ready to eat the cockroaches, but Pumbaa suggests that they first rebuild the hotel and make it spotless before the manager returns, and Timon reluctantly agrees. When the manager comes back to the hotel, which is now fixed by Timon and Pumbaa, Timon shows him that he and Pumbaa caught the roaches and the hotel is as clean as before, much to the manager's delight.
Timon and Pumbaa are sitting on benches getting ready to eat the cockroaches. Meanwhile, the manager gets in the hotel and screams as if he sees that the hotel is not completely spotless, causing the building to break apart. Timon realizes that he made a mistake while rebuilding the hotel and the meerkat pulls down a blue sign that says "The End." Then, Timon and Pumbaa can be heard eating the cockroaches.