Kit Cloudkicker bumps into Baloo and hides a secret treasure so that his now to be enemy, Don Karnage won't find it. Actually Kit gets to know Baloo more better and tells him alot of things. Baloo and Kit are ambushed by Karnage and his pirates. When Baloo and Kit have a furious argument, Kit gets caught from the pirates and Baloo rescues him. Kit apologizes about the argument and tells Baloo that he has a treasure that he wants to share with him.

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.