- Back at Timon and Pumbaa's watering hole, Simba recovers from dehydration.
- Timon and Pumbaa can tell that Simba is depressed, so they decide to find out why. Simba doesn't want to tell them anything.
- Timon and Pumbaa cheer up Simba by singing "Hakuna Matata." Simba feels better. He even eats a bug.