Baloo suffers amnesia after he hits his head while taking a shortcut during a cargo run. He then lands on an island where an old pilot, Joe McGee, helps him remember how to fly.
Vacationing Baloo and Louie swear off women and crazy treasure hunts. Then they meet Katie the archeologist in distress. They help protect her from villains as she searches for a buried lost city.
Still smarting from Kit's presumed betrayal, Baloo quits his job and flies away. Meanwhile, Don Karnage attacks Cape Suzette with his lightning gun, destroying all their defenses.
When Baloo meets the pilot Rick Sky, who had vanished twenty years ago. Sky takes the Sea Duck to finish a mission he once had failed. Baloo has to evade air pirates, get the Sea Duck back, and find out who this mysterious pilot really is.
When Wildcat babysits Molly, she convinces him to take her to Thembria to see snow. Once there, however, they have fun, which gets them imprisoned because having fun is illegal in Thembria.
Kit and Baloo decide to rescue Rebecca and Molly from the air pirates. But while sneaking into the lair, they discover Don Karnage's plan to use the gem for a "lightning gun."
Baloo and Kit are captured by Don Karnage and his gang of pirates. Baloo, however, is severely down in the dumps and out of confidence because of him crashing the Sea Duck into the ocean. It is up to Kit to get them to escape.
