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While delivering paper weights for princess Grace, Baloo runs into an old pilot rival plain Jane. Then it becomes a race to see who can retrieve the ruby wings first.
When Rebecca can't get a date for the Cape Suzette Businessmen's Ball she is forced to take Baloo. But Baloo screws up at the ritzy party, causing Rebecca great embarrassment.
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.