The series follows Baloo's forest school and its students Mowgli, and the wolf-pups Leela and Gray; empowering them to become independent, discover their strengths, and overcome their weaknesses.

While playing hooky from one of Baloo's lessons, Mowgli and Bagheera find themselves at the foot of some cliffs where they are attacked by a swarm of bees.

Mowgli goes to visit Kaa with a question, but Kaa is irritable because he is in the middle of shedding his skin, prompting Mowgli to take himself off to Cold Lair to see if he can find the answer himself.

Phaona is attacked by Shere Khan when he and Mowgli are racing, and when Mowgli rushes to his aid, Phaona uses the opportunity to win the race.

Masha discovers that when she's wearing Baloo's glasses the other monkeys think she's clever, which goes to her head, and she declares herself Queen.

Things go bad during Mowgli and Bala's play fight.