 In a fantasy world populated by humanoid animals, Air Pirates, led by the infamous Don Karnage, steal a treasure from a Khan Industries transport plane, only to have it snatched by a young cub, Kit Cloudkicker. Making his escape, he hooks a ride to Louie s club where he meets up with Baloo the bush pilot. Together they find themselves the target of the Pirates  constant pursuit that eventually costs Baloo s beloved plane which comes under the ownership of Rebecca Cunningham who keeps the bear on as a staff pilot. However, the pirates have other plans as they continue their quest which has far greater implications than simply the item itself.