The brother bears Koda and Kenai are back and this time meet Nita. She and Kenai were once in love, when he was human. Now she needs the bears' help to destroy an amulet that Kenai once gave her, so that she can marry someone else. As the odd threesome journey across country the friendship between Nita and Kenai intensifies again - leaving a jealous Koda wondering if Kenai would be happier returning to his human form.