As Timon and Pumbaa watch the original film in a theater, Timon decides to fast-forward to their scenes. Pumbaa's protest over this eventually prompts Timon to share his backstory, going back to before the beginning of the movie.
Timon is a social outcast in his meerkat colony on the outskirts of the Pride Lands due to frequently messing things up by accident. Though he is unconditionally supported by his mother, Timon dreams for more in life than his colony's bleak existence hiding from predators. One day, he is assigned as a sentry, but his daydreaming nearly leads to the death of his Uncle Max by Scar's hyena minions Shenzi, Banzai and Ed. This becomes the last straw for the colony, prompting Timon to leave to find a better life. He meets the mandrill Rafiki, who teaches him about "Hakuna Matata" and advises him to "look beyond what you see". Timon takes the advice literally and observes Pride Rock in the distance. Believing Pride Rock to be his paradise home, Timon ventures there and encounters Pumbaa on his way. The two quickly form a bond and Pumbaa accompanies Timon.