Professor Martin Torque believes he has invented a machine that will prove to be the future of aviation. The Auto-Aviator promises to do the same job as real pilots with the added bonus of it never needing to eat, sleep or deviate from its flight plan. After hiring the Sea Duck for a test run, Torque takes his design to Shere Khan. Naturally, Khan is interested in anything that will save money, but he isn't convinced and suggests a race between the Auto-Aviator and a real pilot. Having seen the Auto-Aviator fly his beloved Sea Duck and not wanting to be done out of a job, Baloo accepts the challenge.With the livelihoods of pilots everywhere resting on his shoulders, everything starts well enough for Baloo, but half way into the forty hour race he begins to get tired and fall asleep. The Auto-Aviator soon catches up and eventually wins. Baloo returns to Cape Suzette disgraced. Meanwhile on Pirate Island, Don Karnage reads all about the Auto-Aviator in the newspaper and declares it a "sitting duck". It isn't long before the pirates are in the air and on the tail of Shere Khan's plane where he and Torque are celebrating the success of the invention. They're soon in trouble, but the Auto-Aviator will not change course. On hearing Khan's distress call, Baloo is soon on the case. He climbs aboard and takes the controls, forcing the pirates to retreat with some fancy flying. Khan is less than impressed with the Auto-Aviator's performance and junks them all, restoring pilots to their old jobs.