The story relates the adventures of Baloo as a bush pilot in the 1930''s. Careless and easy going he ends up working for a business woman named Rebecca for her air service Higher for Hire. But life in the little town of Cape Suzette isn''t easy as the air pirates leaded by the dangerous and big ego pirate Don Karnage hijack and plunder the planes without mercy. Baloo''s life is about to change when one day he meets with a young orphan bear Kit who despite being cute seems to have a dark past.