Timon and Pumbaa are hanging from two tree branches about to fall in a hole with snakes and scorpions. Timon blames Pumbaa for what happened and the scene flashes back to when the two visit the old west. Timon and Pumbaa were at a bar playing poker and they won. Then, outlaws: Mad Dog McGraw, Billy the Goat, and Three-fingered Jackelope, showed up to the bar. Mad Dog told Timon and Pumbaa to meet him at a time.
Because of Mad Dog, Timon and Pumbaa tried to sell the town but nothing worked. So the two took a train to get out of the town. Then Mad Dog and his minions showed up to rob the train. Timon and Pumbaa put fake mustaches on their faces to disguise themselves as Mexican bandits and see what Mad Dog was up to.
Mad Dog and his minions took Timon and Pumbaa to their secret place. Timon made Pumbaa talk to the Jackelope (which he meant Mad Dog), while he talked to Billy the Goat. Mad Dog then saw through their disguises, took the mustaches off Timon and Pumbaa, and he and his minions chased the two until Timon and Pumbaa fell down the river.
The scene switches back to the present. Timon and Pumbaa fall of the tree branches but miss the hole filled with snakes and scorpions. Timon then decides to fight Mad Dog so he and Pumbaa can save the western town.
Timon and Mad Dog are getting ready to fight. Timon takes out two bananas, which makes Mad Dog run away because he's allergic to bananas. So Timon and Pumbaa trap Billy and Jackelope in a banana cage, and then throw bananas at the outlaw Mad Dog until he goes to prison. Timon and Pumbaa saved the town but then see that they actually wrecked it. The town's residents make Timon and Pumbaa the new outlaws and start chasing the two.