This part of The Lion King trilogy is mainly through the perspectives of Timon and Pumbaa. The movie opens with them in a movie theater. They start the story with Timon showing where he grew up on the outskirts of the Pride Lands. Timon lived in a meerkat colony with his mother and an uncle named Max. He is given several different responsibilities to perform throughout the beginning of the movie. The problem that he keeps running into is that he wants a different life than what he has. He wants to have a skylight for the tunnels and it ends up collapsing the entire tunnel. He is put on watch duty where all he has to do is look out for the hyenas. Instead, he starts singing about the life he wants and does not see three hyenas that are closing in behind him. Hyenas attack and Timon survives, although his uncle almost dies.
After that incident, Timon decides to leave the colony. His mother attempts to talk him out of leaving. He meets Rafiki on the way. Rafiki tells him to look beyond what he sees, thinking that this will help him find what he is looking for. He then meets Pumbaa and they start looking for Timon's dream home immediately. They see Pride Rock which Timon instantly likes except it is too crowded. They get caught in the wildebeest stampede where Simba almost loses his life. Pumbaa shows Timon the jungle and they agree to remain there. This happens to be when they find Simba and take him into their care. The movie shows how they raised Simba until he reaches his adulthood. Timon pauses the movie in several parts and adds commentary when they reach the scenes with Nala arrives. The movie ends with all of the fighting from the first film completed and all of the meerkats now live with Timon in the jungle.