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....

Baloo is threatened to be replaced by a robot. Prof. Martin Tork is confident that his new machine, the Auto Aviator, can do what any ace pilot can do and better. However, Baloo points out that even a machine has to have faults. This makes Tork's major buyer, Shere Kahn, begin to have his own doubts in the machine. He makes a deal with Tork that if his machine wins in a race against Baloo, he'll buy a 1000 of them. The race begins, a flight to Tundra City to pick up cargo and return. Flight time: About 40 hours. With every freelancing pilot's, Shere Kahn's Elite Pilot Squad's, and Higher for Hire's jobs on the line; Baloo has to prove that machines can't best the best

Baloo buys a plane load of junk, figuring he'll just fix, shine, or polish them up a little and sell them as antiques. After investigating a voice from the cargo hold, they find a parrot in a trunk. Soon, they're grounded by pirates who only take the trunk they got the parrot from. Turns out the parrot is a living map to Juan Toomany's treasure. Baloo doesn't believe the this, but Kit gives him a chance. But the pirates, after figuring out that Baloo has the parrot, are right behind Kit and Baloo has to put aside his resentment of the parrot to save them.

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.

Baloo and kit are hired to fly Professor O'Bowens, an archeologist, to a forbidden temple to find a mystical idol. After he acquires it, the pirates reveal themselves and demand the idol. Not to lose the it so easily, O'Bowens gives the idol to Kit and Baloo and tells them to return without him. He warns them not to look into the idol's eyes during a thunder storm, but the two get curious as to what would happen and tempt fate, resulting in them switching bodies. The two must then cope with their new positions until O'Bowens returns, and avoid the pirates who are still seeking the idol. However, they find they have until sunrise the next day to return to normal or be trapped like this forever.

At the Jungle Aces Secret Midnight Club, a new person is presented by Kit for membership. To everyone's disappointment it's Oscar Vandersnoot, a walking disaster. Kit says he deserves a chance to tell of an adventure of his own. Thing is, he needs to experience one first. They decide to visit Wildcat for suggestions. Meanwhile, Don Karnage plans to kidnap Oscar for a ransom. When they find him at Wildcats, they overhear something about a 'Secret Anti-Pirate Weapon,' which is just a canister of air that breaks open and unknowingly takes out Maddog and Dumpster. Baloo has to deliver some vegetables, but they tell Oscar that's code for delivering the weapon. The pirates hear this and then plan to kidnap Oscar and steal the weapon all at once.

Baloo and Wildcat are assigned to deliver an Egyptian tablet to Aridia. The tablet has directions on how to find the lost treasure of King Utmost, and Don Karnage is not going to let this one slip past him. When they arrive, they find the Museum of Ancient History... coming soon. It's (going to be) run by Myra who is an archaeologist for the Ministry of Culture. Baloo and Wildcat agree to help her find the location since she can't read the coordinates, but find that once they're involved, they have to survive traps, pirates, and a mummy that's protecting the treasure.

Baloo is reacquainted with Ace London, a highly regarded pilot. He belittles Baloo and boasts himself as the ace of the skies. They both have to pick up packages at the same cargo hold. By Ace's ignorance, he picks up Baloo's cargo of pickles and Baloo picks up Ace's cargo: A Top Secret Plane Engine. Upon realizing his mistake, Ace claims Baloo stole his cargo. He then explains the mission to his reinforcements over the radio, which is being intercepted by Don Karnage. When Baloo doesn't respond to Ace, Ace opens fire on the Sea Duck. When he realizes that the whole ordeal is over the fact he has the top secret engine, he has to personally fly back to the military airbase to clear his name.

When a reward is put on Don Karnage, he's insulted. He puts on a full attack on the cliff cannons. When he's victorious, he decides to boast in an old fashion manner: on a hot air balloon. At that same moment, Baloo is delivering several canisters of glue from a glue factory. Don Karnage is knocked out of the sky and onto the Sea Duck. Once inside, the two quarrel knocking themselves out the rear hatch. When Karnage climbs back to safety, he heroically pulls Baloo up too. Then one of the canisters comes loose and covers the two. They become glued together. Since Karnage saved Baloo's life, he promises not to turn Karnage in for the reward in return. And the pirates think Baloo killed their captain, so they attack the Sea Duck. To make matters worst, they discover that they have until 6 o'clock (3 hours) to get back to the glue factory and un-stick themselves before it becomes permanent.

Baloo is reading about the Great War pilot Ricky Sky, who vanished 20 years ago transporting silver for the war effort. The disappearance lead to the belief that he and his crew stole the silver for themselves. While avoiding Don Karnage and his pirates, he sees a distress flash from a downed pilot. When he stops to investigate, it's a man claiming he's the legendary Rick Sky. Baloo says that Rick sky would be 50, the man looks 30. When they return to Higher for Hire, Rick says he needs to restore the honor of squadron, for they were not thieves. Only he can't remember what happened the day of the disappearance. Becky won't give in, claiming this man cannot be Rick Sky. When Baloo sticks to his guns, he's surprised to find the man stealing the Sea Duck. Now Baloo must get his plane back, avoid Don Karnage and his pirates, and finally find out who this mysterious man really is.