Baloo the Bear stars in an adventurous comedy of love and conflict with his friend Kit Cloudkicker. Rebecca Cunningham and her daughter Molly purchase Baloo's failing company and Baloo must fly transport runs to clear his debt while dodging Don Karnage and his sky pirates.

Ed Gilbertas Baloo (voice)
Sally Struthersas Rebecca Cunningham (voice)
Tony Jayas Shere Khan (voice)
R.J. Williamsas Kit Cloudkicker (voice)
Pat Fraleyas Wildcat (voice)
Tony Popeas Additional Voices (voice)
Cam Clarkeas Daring Dan Dawson (voice)
Hal Smithas Joe Magee (voice)
John Stephensonas Professor Crackpotkin (voice)
Alan Burnett
Don Rosa
Karl Geurs