Timon and Pumbaa are being stowaways on a titanic, and are therefore hiding inside a lifeboat. Captain Quint hears their voices and looks for them all around the boat. When he finds them, he is about to throw them off the boat, but Pumbaa makes a promise to entertain the passengers. Quint warns them that if they don't succeed, "Davy Jones' locker waits."
Timon and Pumbaa come up with a way to entertain the passengers, which is setting up a limbo party. Quint finds out what's going on and finds an old man limboing using a heavy dumbbell. When the old man suddenly falls, Timon and Pumbaa go after him with Captain Quint chasing them. When Quint corners the duo in a cargo hold, the old man lands on him, injuring the captain with the dumbbell.
Timon comes up with another way to entertain the passengers. He and Pumbaa place two cargo crates which Timon painted six small holes in one and five on the other to make them look like domino dice. Timon then gets on one of the passengers and makes him bounce around a square with a pogo stick.
Captain Quint finds Timon and Pumbaa and is about to throw them off the ship again. Timon tells the captain that they made a deal to make the passengers happy and that a deal's a deal. Quint gives them another chance and says that he'll be back in an hour, hoping to see smiles on the passengers' faces. After Timon blames Pumbaa for his idea of entertaining the passengers, he gets an idea himself.
An hour passes and Quint sees that Timon and Pumbaa painted smiley faces on the passengers. He later throws Timon and Pumbaa off the ship and the two friends are on a lifeboat. Pumbaa believes that they made Quint happy and Timon tells his friend that making people happy is overrated and decides to take a nap.