Baloo and his friends are trying there best to survive the jungle and want to grow up to rule the jungle. Baloo cheers up everybody into letting them know that they need to be patients and not rush into anyting. Shere-Kahn interupts there singing conversation and says, he'll rule the jungle when he grows up and he proves to the cubs that he is not scared. So the cubs challenge him to go to the Wasteland where Mirah and the baboons live. The cubs go in there to try to scare Kahn out but then get into trouble when Mirah and the baboons catch them. Luckly they escape and Kahn learns his lession. Song: ""Take Your Sweet Time"".
Winnifred The Elephant meets the rest of the Jungle Cubs for the first time, after being separated from her owner. Hathi starts to know much about Winnifred and become the best friends, untill the cubs think that he's in love with her.
Arthur & Cecil trick Khan into fighting an old Water Buffalo for him to get into a big situation that he cannot control for himself.
Louie tricks Kaa into believing that Baloo's sleepwalking is the result of his attempts at hypnosis, sending Kaa out after Baloo just as the lethal Red Dogs return to The Jungle, with only the other Cubs available to save the day.
Bagheera tries to get Baloo to stop being so lazy. Baloo then gets bored from bagheera's ideas and heads for more relaxation. When the cubs find out its rainy and that Baloo is in the jungle in the middle of the rain, they go to help him. Baloo goes back to the lair to check on his friends but gets caught up in the river fall. The cubs get trapped in a cave with a log stuck on it, but Baloo saves them.
Kaa befriends two jungle animals that the rest of the gang think of as enemies. Kaa still thinks that they can be goods by hypnotizing them to make them good.