Mowgli plans to visit his family with Baloo and Bagheera, but Baloo gets distracted by a bee hive and gets left behind. Meanwhile, Shere Kahn forces Tabaqui to make friends with the wolf cubs and lure them to his lair. Shere Kahn knows that Mowgli will come to try and rescue them! Raksha is distraught as her cubs have disappeared, and Daruka is away on a huntingtrip. After an exciting showdown, Mowgli, Baheera and the cubs escape, only to be trapped in the Cold Lairs. But, at the last minute, Raksha arrives with Daruka and the rest of the pack, and Shere Kahn is forced to back down.