After crashing upside down in the ocean on Khan's cargo run, Baloo finds that air pirates are using mirrors to craft an illusion where everything appears upside down in order to disorient pilots. Karnage plunders Baloo's plane to find Khan has given Baloo a homing device as cargo. Karnage then crushes Baloo's ego by pointing out that Khan used Baloo as Khan was tired of losing his own pilots... and moreover, Baloo's trophy that Khan gave him was gold plated and practically worthless. Once Baloo and Kit are locked up, Kit escapes by climbing out the window. After he gets Baloo and the other pilots free, they escape to the Sea Duck. After Kit finally manages to restore Baloo's confidence by stating that he still thinks Baloo is the best, Baloo takes off. Pirates pursue him, and he manages to outfly the pirates so that they crash. He buys enough time for Khan's fleet of ships to arrive on the scene, and then manages to warn them of a mine field that the pirates have placed. The pirates retreat, Baloo returns home, and he marches into Khan's office angrily. Khan rewards him handsomely with money, and Baloo demands a new trophy. This time, Baloo makes sure the inscription reads "To Kit Cloudkicker, Best Navigator in the Skies" so that Kit finally gets the recognition he was looking for.