Rebecca starts a mid-air refueling station, which is a hit with the pilots and boosts Higher for Hire's business. Trouble is, it significantly lowers business for Louie, who starts his own rival station to compete, and Baloo and Kit are caught in the middle.

Baloo and Kit are captured by the villainous Don Karnage and his gang of pirates. Baloo, however, is severely down in the dumps and out of confidence because of him crashing the Sea Duck into the ocean. It is now up to his faithful friend Kit to help pull him out of his depression and get them to escape.