Timon draws Pumbaa's attention to Ned the Elephant, a prideful pachyderm, and points out all the benefits an elephant enjoys over every other animal, including a trunk for showers, birds that ride on his back, and the utility of long tusks. Pumbaa begins contemplating becoming an elephant and the next morning he excitedly asks Timon for help in transforming himself into an elephant. Because Pumbaa's reason to change is to be more popular, Timon jumps on the opportunity.
The first step is for Pumbaa to become bigger and fatter. Timon soon begins shoveling worms into Pumbaa's mouth. The warthog is happy at first, but as he becomes full, he becomes miserable and thinks perhaps he should be himself.
The next step, Timon says, is to condition his pal's mind, since elephants never forget. Soon, Timon becomes frustrated by Pumbaa's slow wit and poor memory. Pumbaa points out that the reason Timon is not popular, is because he is grumpy.
The final enhancement Timon attempts to make is to stretch Pumbaa's snout out to be an elephant trunk. He wedges Pumbaa's head between two palm trees and hooks a rope to his nose. He rolls a boulder over the edge which pulls the rope on Pumbaa's nose and stretches it to a disproportionate length. Timon congratulates his pal on his successful transformation into an elephant and convinces him to gloat in Ned's face.
When they arrive, Ned and his two hippo friends point and laugh at the Pumbaaphant. They laugh so hard that, as they're walking away, they plummet over a cliff. Barely hanging on, Ned still tries to make fun of Pumbaa. Eventually he grabs onto Pumbaa's nose and is towed up. Ned apologizes and offers Pumbaa an honorary spot in his clique. Pumbaa refuses and walks off into the sunset, with Timon selfishly asking what he will get for his "hard work".
- Timon and Pumbaa: Live and Learn
- The episode title is a pun on "You Gonna Be An Elephant."
- This is the first episode in which Pumbaa is physically injured.
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