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.

Baloo is hired to do a plane stunt for a movie. He becomes star struck and doesn't listen to Rebecca who is trying to save him from having an accident.