Mowgli is in the Man Village, living with his adoptive parents and new little brother, Ranjan. He makes friends with Shanti, the girl who lured Mowgli into the Man Village. After Mowgli gets in trouble, he blames Shanti and won't talk to her, then Mowgli starts to miss the jungle. After an escape from a stampede of elephants, Baloo sneaks into the Man Village - unnoticed by the villagers - to visit Mowgli. Also, Mowgli's old arch enemy, Shere Khan, returns for his revenge. Meanwhile, Shanti tries to apologize to Mowgli, but she sees Baloo with Mowgli, and shrieks for help. Shere Khan sneaks into the village and everyone thinks he's the wild animal. After Baloo and Mowgli escape into the jungle. Shanti, believing her friend was kidnapped, follows them. Kaa spots Mowgli and Baloo talking, and attempts to eat him. But, fortunately, he fails.

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