Baloo is told that he can no longer charge food at Louie's until he pays off his tab. Meanwhile, Becky comes up with an idea to start a midair refueling station. Baloo reluctantly agrees, as it is going to be located near Louie's, but decides he needs the money. After a couple days he's able to pay Louie back, who has had no business. When Baloo reveals his source of income, Louie is furious as he's stealing all his customers. Not to be outdone, he opens his own midair refueling station. The two compete for better service, but when they start sabotaging each others stations, Baloo declares war.

Shere Khan is losing shipments when they are delivered on a route called 'The Master Run.' When planes approach the Twin Spires, they disappear off radar. Meanwhile, Baloo is flying blind when his headlights go out, until Kit comes up with a great idea to gets them home safely. But when the media gets a hold of the story, only Baloo gets the credit. On their second job, Kit saves a child from a fall. Once again, only Baloo gets the credit. Baloo consoles Kit saying that fame isn't everything, as long as you know who you are. Later that day, Shere Khan invites Baloo to his tower. There, he gives him a trophy naming him 'The Greatest Pilot in the World.' He then offers him a job that requires him to go on The Master Run. Dumbstruck with his own fame, he accepts. But when he attempts to fly the run, he too falls the same fate of all the other pilots before him.

Baloo is pouting that he's never had a parade in his honor. When asked what he's ever done to earn a parade, Baloo remembers his journey to find Panda-la, city beyond the last horizon. No one believes him and Baloo becomes determined to find it and earn his parade. After weeks of searching, Baloo gives up. But before he can turn back for home he's caught in a whirlwind and grounded. He starts searching for help and finds a large, beautiful city. It's Panda-la, and the natives honor him upon his arrival. They fix his plane and give him gifts for his return home. When Baloo arrives back at Cape Suzette, he's greeted by everyone and a celebration is underway. But the festivities barely get planned when the entire city of Panda-la is upon them: in the air. With enough fire-power to down Cape Suzette's entire army and defenses, it's up to Baloo to save the day.

Douglas Benson cannot get everyone to stop laughing at him, except Shere Kahn who is unimpressed with all his investment ideas. When a friend takes Benson out to Louie's to forget his problems, Benson makes Louie and offer to buy his place. Louie refuses and once again Benson's the butt of all the jokes. Benson does some research, finding that Louie's deed is only good as long as he's still on the island when the previous lease expires. He then forges Kahn's signature on a document that allows Kahn's Elite Pilot Squad to force Louie off his island. No one wants to stand against Kahn's force, so it all comes down to Louie, Baloo and Kit to aid in Louie's Last Stand.

Molly is tired of no one noticing her, especially when she has something to say. After watching a movie one night, she's convinced the tower a few blocks down is the home of a mad scientist. Since no one ever notices her, she goes to investigate on her own. While she's there, she accidentally turns on a machine that shrinks her. When Baloo, Kit, and Becky find that she's missing, they search high and low for her. Only they don't know how low they should be searching.