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.
Karnage and his pirates load the lightning gun onto the Iron Vulture and make their way towards Cape Suzette. In the city, Rebecca goes looking for new cargo pilots and planes. In Khan's office tower, Dr. Debolt informs Khan of the possibility that Karnage has created a lightning gun, but Khan does not believe it until he sees and hears an explosion coming from the cliff guns. He calls up the air field to combat this menace, but they are no match for the machine.
On board the Iron Vulture, Karnage announces to the citizens that he and his men are now going to plunder the city. However, Kit snatches the stone and runs off with it, taking refuge in a radio room. There, he calls a Mayday to nearby pilots to let Baloo know what is happening to the city and that he never really double-crossed Baloo. Over at Louie's, Baloo is enjoying himself when a pilot runs in telling him that he has got a message from "Little Britches". When Baloo hears Kit's message over Louie's transmission radio, he realizes he was wrong and that Kit never betrayed him, so he jumps back into the Sea Duck and activates the plane's overdrive again in order to arrive in Cape Suzette in time to rescue Kit.
Back on board the Iron Vulture, Kit tries to escape on his airfoil again, only to be snatched up by Dumptruck and have his airfoil broken by Karnage. Karnage, furious that Kit lied to him and continues to insult him, orders Dumptruck to drop Kit out of the ship to his death, but Baloo comes to the rescue just in time, burning out his overdrive in the process. They hide under a bridge in order to deter Karnage from looking for them. Afterwards, Baloo radios Higher for Hire to say that they are coming back. In spite of Baloo's suggestions, Rebecca refuses to leave the city, and then states that she knows how to combat Karnage's lightning gun - coat the Sea Duck with an armor of rubber materials. After doing this, she joins Baloo and Kit for the ride, because they have armored the plane with her tires. When Karnage hears Baloo and Kit taunting him on his radio, he orders his men to blow them up, but just as specified, the rubberized Sea Duck is unaffected by the lightning gun. Karnage tries sending his men out in their fighter-planes to chase the Sea Duck, but they all end up getting wrecked along the way. Baloo then reluctantly rams the Sea Duck right into the lightning gun, sending it, and the stone that powers it, crashing into the bay where it explodes due to contact with water, creating a tsunami. With the pirates' primary weapon destroyed, reinforcements of Khan's air force attack them which forces them to retreat from Cape Suzette. Baloo and company wash up on shore and survive, but the Sea Duck is practically destroyed.
Karnage and his pirates load the lightning gun onto the Iron Vulture and make their way towards Cape Suzette. In the city, Rebecca goes looking for new cargo pilots and planes. In Khan's office tower, Dr. Debolt informs Khan of the possibility that Karnage has created a lightning gun, but Khan does not believe it until he sees and hears an explosion coming from the cliff guns. He calls up the air field to combat this menace, but they are no match for the machine.
On board the Iron Vulture, Karnage announces to the citizens that he and his men are now going to plunder the city. However, Kit snatches the stone and runs off with it, taking refuge in a radio room. There, he calls a Mayday to nearby pilots to let Baloo know what is happening to the city and that he never really double-crossed Baloo. Over at Louie's, Baloo is enjoying himself when a pilot runs in telling him that he has got a message from "Little Britches". When Baloo hears Kit's message over Louie's transmission radio, he realizes he was wrong and that Kit never betrayed him, so he jumps back into the Sea Duck and activates the plane's overdrive again in order to arrive in Cape Suzette in time to rescue Kit.
Back on board the Iron Vulture, Kit tries to escape on his airfoil again, only to be snatched up by Dumptruck and have his airfoil broken by Karnage. Karnage, furious that Kit lied to him and continues to insult him, orders Dumptruck to drop Kit out of the ship to his death, but Baloo comes to the rescue just in time, burning out his overdrive in the process. They hide under a bridge in order to deter Karnage from looking for them. Afterwards, Baloo radios Higher for Hire to say that they are coming back. In spite of Baloo's suggestions, Rebecca refuses to leave the city, and then states that she knows how to combat Karnage's lightning gun - coat the Sea Duck with an armor of rubber materials. After doing this, she joins Baloo and Kit for the ride, because they have armored the plane with her tires. When Karnage hears Baloo and Kit taunting him on his radio, he orders his men to blow them up, but just as specified, the rubberized Sea Duck is unaffected by the lightning gun. Karnage tries sending his men out in their fighter-planes to chase the Sea Duck, but they all end up getting wrecked along the way. Baloo then reluctantly rams the Sea Duck right into the lightning gun, sending it, and the stone that powers it, crashing into the bay where it explodes due to contact with water, creating a tsunami. With the pirates' primary weapon destroyed, reinforcements of Khan's air force attack them which forces them to retreat from Cape Suzette. Baloo and company wash up on shore and survive, but the Sea Duck is practically destroyed.
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