When Kit, who yearns to be a pilot even though he's too young, hears that the flying age has been lowered to twelve in Thembria, he goes there... only to discover that the whole thing is just a ruse and the kids won't actually be flying.

When Karnage spots Baloo flying onto the Cliff Gun Embankments to deliver sandwiches for Louie's catering business, Karnage's pirates steal the Sea Duck and use it to infiltrate.