Baloo and his friends are trying there best to survive the jungle and want to grow up to rule the jungle. Baloo cheers up everybody into letting them know that they need to be patients and not rush into anyting. Shere-Kahn interupts there singing conversation and says, he'll rule the jungle when he grows up and he proves to the cubs that he is not scared. So the cubs challenge him to go to the Wasteland where Mirah and the baboons live. The cubs go in there to try to scare Kahn out but then get into trouble when Mirah and the baboons catch them. Luckly they escape and Kahn learns his lession. Song: ""Take Your Sweet Time"".

Haiti Meets His Match: Winnifred The Elephant meets the rest of the Jungle Cubs for the first time, after being separated from her owner. Hathi starts to know much about Winnifred and become the best friends, untill the cubs think that he's in love with her.

The Cubs' antics put Hathi on the bad side of Winifred's uncle. Winifred tries to look for Hathi to tell him a real big emergency, the cubs later catch up to her and then tell her that she cannot see him. With lies Winifred makes one of the cubs tell her where Hathi is and lets her know where he went. Song: ""Jungle Cub Love"".

Akela and Leah have had enough of being threatened by the evil wolf back, so the two decides to escape from the lair. Kain later stops them making Leah choose whether she wants him or Akela. Leah says she wants Akela. Kain sends his troops after the two. The two jump in the river to escape. Then the two wolved hide from unknown animals from notknowing them. Then Akela's been noticing that Leah has been acting strange and feeling a little cold. So Akela promises to find a place for her to stay. Hathi is cleaning up the lair, then Akela and Leah try there best to ask him to give them a roof over there heads. Hathi runs away before the two could even speak. Then Hathi calls on the cubs to get the wolves out of there lairs. But when he mentions ""wolves"" the cubs have second thoughts not to invated there privacy. But when Kahn comes and start to fight with Akela, Leah stops the two and begging Akela to leave the lair before the two causes anymore trouble. The cubs later feel sorry for being

The Cubs discover that Louie will grow up to be their king someday. Bagheera worries that Louie might not be fit to be king, while Khan wants to be king himself. Song: ""Everything's Going to be Right with the World""

Trunk For The Memories: Hathi's best friend may have to part ways with him when the elephant herd breaks in two so that everyone can have enough food.