Rebecca has been invited to the Businessman's Ball but has trouble finding a date. Kit suggests she takes Baloo but Rebecca quickly says no because he's "A Slob." However Kit convinces her to ask him and promises to teach him some manners. However, Baloo will not even try and just takes the lesson for a joke. But his attitude changes after he hears the Ball is aboard a plane called the Spruce Moose. Eager to see that plane he takes Kit's teachings seriously and finally becomes a real gentleman when Rebecca arrives to pick him up and give him a tuxedo.
They arrive at the Spruce Moose; A huge six engine seaplane that has never been flown. Built so big that it could not fly through the cliffs which was why it was turned into a nightclub. Aboard the plane Baloo and Rebecca meet many wealthy business folks but Baloo starts to forget his manners and goes back to his usually sloppy ways. Also making Rebecca feel embarrassed.
Suddenly the Spruce Moose is hijacked by a gang leader named Owl Capone. The plane makes its way towards the cliffs and successfully gets through for the first time in flight. Once in the air, Owl Capone and his gang have everyone gather up their valuables except Rebecca, since she doesn't' own any jewelry. Unnoticed to everyone, Baloo plans to hijack back the Spruce Moose. he crawls into one of the maintenance tunnels and begins to tamper with the control lines trying to steer the plane blindly. The gangster flying the plane fights with the wheel, and so does Baloo until he gets tangled up in the cables. The controls quickly go haywire and the plane starts to go down. Owl Capone and his gang jump out with the jewelry leaving the guests on board. Baloo is now their only hope to getting safely down. Baloo tries to steer the plane but his job on the cables have caused the steering wheel to break off. In order to steer the out of control plane, he yanks out the cables hoping to use them as strings.
Still heading down, they come across an island. Baloo, struggling with the cables, manages to land the Spruce Moose safely on the island. Even though he got everyone down, the snobby guests quickly show no appreciation. Feeling so insulted, Baloo storms out and into the jungle with Rebecca following. Just then Owl Capone and his gang show up again and have the guests build a raft for them to escape.
In the jungle, Rebecca is looking for Baloo but is suddenly caught by a snake, until Baloo rescues her. She tells him about Owl Capone, and that the guests need their help. They manage to sneak back aboard the Spruce Moose, while Owl Capone and his gang have the guests build their raft. All standing on the tail, Baloo moves the rudders making Owl Capone and his gang fall off. After tying up Owl Capone and his gang, the guests apologize to Baloo. With his help they convert the Spruce Moose into an airship and fly back to Cape Suzette.
- Michael Bell as Herman Grapple
- Pat Fraley as Wildcat
- Ed Gilbert as Baloo
- Maurice LaMarche as Owl Capone
- Sally Struthers as Rebecca Cunningham
- Russi Taylor as Mrs. Rockafeather
- R.J. Williams as Kit Cloudkicker
- The plane in this episode known as the "Spruce Moose" is a reference to the "Spruce Goose," a prototype heavy transport aircraft designed and built by the Hughes Aircraft company.
- The character Owl Capone is a reference to the American gangster Al Capone.
- The title seems similar to both the 1964 film and the 1956 Broadway musical My Fair Lady.
- The line "That's not a butter knife, this is a butter knife" is taken from the 1988 film Crocodile Dundee, when Mick is being mugged at knifepoint and says "That's not a knife", then pulls out a much larger knife and says "Now that's a knife".
Home video releases
- TaleSpin: Volume 2