A Hollywood production team creates concepts for the bugs they are about to use for their movie while actor, Superstar Quint gets his makeup. Meanwhile, Timon and Pumbaa chase a winged bug on a trafficked road. When Timon catches the bug, he and Pumbaa fall off the end of the road, nearly plummeting to their deaths.
Timon and Pumbaa safely land on a roller board, which takes to the Hollywood hot set. When they stop at the wardrobe room, Timon decides to save the insect they caught for later. Timon and Pumbaa then find the team shooting the movie they call Bugs from Mars, which involves the actors dressing up as giant bugs. This makes Timon and Pumbaa believe that they landed in a bizarre environment and Timon suggests that they must blend in.
When Timon and Pumbaa dress up as tourists, one of the insects grabs Timon. The meerkat takes a picture, causing the flash to blind the actor and let go of him. While the director yells “cut!”, Timon and Pumbaa hide in an artificial rock, believing that they’re in a strange world populated by biggest, ugliest bugs. The two find one of the bug costumes and Pumbaa suggests that they use it as a disguise to frighten the big bugs, which Timon takes as his own idea.
Superstar Quint is now ready for his bug scene. He comes across Timon and Pumbaa, who are inside the bug costume. Playing the role of Captain Zilch, Quint prepares to shoot Timon and Pumbaa with the exterminator raygun, much to the duo’s fear. Timon and Pumbaa then realize that the gun didn’t kill them and they start chasing after Quint, causing a chaos.
The director catches Timon and Pumbaa and brings them to the master genius, Stevie, telling him that they have been disrupting his movie. Timon and Pumbaa apologize to Stevie for the chaos they have caused and try to convince him that they’re harmless bug eaters by showing him the winged bug from earlier. Disgusted, Stevie escapes the hot set, with Pumbaa commenting that while he’s a genius, he doesn’t know fine dining.