One night, when the wolf tribe learns that Shere Khan, a man-eating Bengal tiger, has returned to the jungle, they realize that Mowgli must be taken to the "man village" for his own safety. Bagheera volunteers to escort him back.
They leave that very night, but Mowgli is determined to stay in the jungle. He and Bagheera rest in a tree for the night, when Kaa, a hungry Indian Python, appears and hypnotizes Mowgli into a deep and peaceful sleep, traps him tightly in his coils and tries to devour him, but fails when Bagheera intervenes. The next morning, Mowgli tries to join the elephant patrol led by Colonel Hathi and his wife Winifred. Bagheera finds Mowgli and they argue which results in Bagheera leaving Mowgli on his own. Mowgli soon meets up with the laid-back, fun-loving sloth bear Baloo, who shows Mowgli the fun of having a care-free life and promises to raise Mowgli himself and never take him back to the Man-Village.
Mowgli now wants to stay in the jungle more than ever. Shortly afterwards, Baloo is tricked and outsmarted by a gang of monkeys who kidnap Mowgli and take him to their leader, King Louie the orangutan, who makes a deal with Mowgli that if he tells him the secret of making fire like a human, then he will make it so he can stay in the jungle. However, since he was not raised by humans, Mowgli does not know how to make fire. Bagheera and Baloo arrive to rescue Mowgli and in the ensuing chaos, King Louie's palace is demolished to rubble. Bagheera speaks to Baloo that night and convinces him that the jungle will never be safe for Mowgli so long as Shere Khan is there. In the morning, Baloo reluctantly explains to Mowgli that the man village is best for the boy, but Mowgli accuses him of breaking his promise and runs away. As Baloo sets off on foot in search of Mowgli, Bagheera rallies the help of Hathi and his patrol to make a search party. However, Shere Khan himself, who was eavesdropping on Bagheera and Hathi's conversation, is now determined to hunt and kill Mowgli himself. Meanwhile, Mowgli has encountered Kaa once again in a different tree and the hungry python exacts his revenge by hypnotizing Mowgli again, and tries to eat him, but thanks to the unwitting intervention of the suspicious Shere Khan, Mowgli awakens again, tricks the snake again, and escapes.
As a storm gathers, a depressed Mowgli encounters a group of puckish but friendly vultures who closely resemble The Beatles, and they agree to be his friends as they too are outcasts, and feel that everyone has to have friends. Shere Khan appears shortly after, scaring off the Vultures and confronting Mowgli. Baloo rushes to the rescue and tries to keep Shere Khan away from Mowgli, but is injured. When lightning strikes a nearby tree and sets it ablaze, the vultures swoop in to distract Shere Khan while Mowgli gathers flaming branches and ties them to Shere Khan's tail. As fire is his only fear, the tiger panics and runs off.