The two quickly form a bond, and Pumbaa accompanies Timon on his journey. Believing Pride Rock to be his dream home, Timon ventures in that direction and encounters Pumbaa the warthog on his way. Timon takes this advice literally and observes Pride Rock in the distance. After bidding his mother farewell, he meets the mandrill Rafiki, who teaches him about 'Hakuna Matata', and advises him to 'look beyond what you see'. Now ostracized and convinced that he will never fit in with the other meerkats, Timon decides to leave to find a better life.

One day, he is assigned as a sentry in an attempt by his mother to get him accepted, but his daydreaming leads to the near death of his uncle, Max, at the hands of hyenas Shenzi, Banzai and Ed. Though he is unconditionally supported by his mother, Timon dreams of a better life than his colony's bleak existence, continually hiding from predators, most notably the hyenas. Timon is a social outcast in his meerkat colony on the outskirts of the Pride Lands, as he frequently messes things up by accident. Pumbaa agrees with his idea, and Timon rewinds the film to before the beginning, where the story begins. This eventually leads to them fighting over the remote control, until Timon eventually gets the idea of telling the story of how both of them met and how they learned about Hakuna Matata. In a dark theater (a parody of Mystery Science Theater 3000) Timon and Pumbaa watch the original film until Timon decides to fast-forward to the scene where they first appear, but Pumbaa then tries to rewind it to the beginning.

The plot of the movie seems to be inspired by Tom Stoppard's Rosencrantz and Guildenstern Are Dead, a tragicomedy that tells the story of Hamlet from the point of view of two minor characters. A majority of the original voice cast from the first film returns to reprise their roles, including Nathan Lane and Ernie Sabella as the voices of Timon and Pumbaa, respectively. The third and final installment released in the original Lion King trilogy, it is based on The Lion King's Timon & Pumbaa and serves as an origin story for the meerkat/warthog duo Timon and Pumbaa while the film is also set within the events of The Lion King. The Lion King 1½ is a 2004 American animated direct-to-video musical comedy film produced by the Australian branch of Disneytoon Studios and released direct to video on February 10, 2004.

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