After finding out that Becky and Molly were kidnapped, Baloo and Kit decide to go and rescue them immediately from the dangerous pirates. Kit has the idea later to setup Karnage by acting like he setup Baloo and Becky. Baloo takes it furious and thinks that Kit betrayed him. Baloo, Becky and Molly escape immediately. Kit feels sad with tears finding out that Baloo didn't believe him about his plan. Karnage welcome Kit back to the family. Baloo later decided to go away from all the trouble that he was brought into....

Kit feels absolutely sad about Baloo leaving him and when Karnage welcoming him back to the pirate pack. So when he finds out that Karnage was going to destroy and takeover the world he decides to stop the explosive madness of Karnages plan. He later gets caught and is dropped to his death until Baloo rescues him , after hearing his apology on the radio at Louie's. Then later Baloo goes back to Becky with help to stop Don Karnages clashing attack. Baloo and friends save the town from the clashing attack and Karnage and his pirates are flown out of the town. Baloo finally gets his plane fixed and decides to work for Becky with Kit on his side and with Wildcat for help on fixing the plane, Baloo was happy and was ready for more adventures with his seaduck plane.

After tricking the pirates, Baloo starts his flight back to Cape Suzette. Over confident, Baloo gets the pirates to chase him through the canyon. However, Air Traffic Control won't clear the Sea Duck because there's a blimp already passing through. Forced to escape the pirates, Baloo sneaks around and safely passes. However, the stunt results in Baloo getting his license suspended for a week. With the need to transport an iceberg to the desert prince, Becky gets a fliers permit and decides that she will fly the plane with the help of her book 'How To Fly In 3 Easy Lessons.' Becky refuses to listen to anything Baloo suggests. After all, he got his license suspended, so what does he know? But when air pirates attack the Sea Duck, Becky soon learns that you can't learn everything from a book in one day.

Baloo is lost at sea while attempting The Master Run. Turns out Don Karnage has devised a plan that fools all pilots into thinking they are flying upside down, thus causing them to fly up (or down) into the ocean. When Karnage reads Baloo's 'Greatest Pilot in the World' trophy, he mocks and belittles him into depression. Kit tries to think of a way to get out of this mess, but Baloo is wallowing in self pity. When Kit finally gets everyone free, they are chased by the pirates. Kit makes a suggestion that will help them cripple the pirates planes, but all the other pilots say that Kit's plan won't work. Finally Baloo breaks free of his self loathing and stands up to the others telling them that Kit is the best navigator he ever had and if he says the plan will work, then the plan will work.

Becky decides to only charter to a higher class clientele. In order to place her ad, she cashes in Higher For Hire's insurance policy. However, when the clients start asking her if they're insured, she tells them they have 'Collateral Insurance.' When they take off they get the deed to the Sea Duck until the plane, and it's cargo, reaches it's destination safely. If it doesn't, they get to keep the plane. The first customers want to transport a bag full of jewels to their family compound at Hyena's Port. Becky takes the job, but Baloo begins to suspect their appearance may be a front for something else.

Louie's aunt is coming to visit, which puts Louie in red alert. She dances, she parties, and she calls Louie 'Louis.' When Louie loses control of the atmosphere, he makes a fake announcement over the radio that the air race his aunt is participating in has been moved to today, prompting her to cut the visit short. Meanwhile, Don Karnage sends his men to kidnap Louie's wealthy aunt. When Louie receives a ransom demanding $5 million, both he and Baloo decide to fight to get her back. But when they arrive, they find that aunt Louise's active lifestyle can help her take care of herself.