Baloo and Kit are still employees working for Rebecca Cunningham at Higher for Hire. She looks in the newspaper and finds that the Mayor has announced a flying contest with a lifetime work contract to Cape Suzette as the prize. She shows it to the others who then decide to take part. However, Shere Khan of Khan Industries has also taken an interest in the contest. The City Official announces that Higher for Hire and Khan Industries have been selected for the contest with Shere Khan's company going first. They successfully complete their run, giving Higher for Hire only seven days to win. Baloo and Kit must now collect 10 boxes of Cargo from 8 countries around the world, whilst avoiding Shere Khan's henchmen and the air raid attacks of Don Karnage.
The game was a one player and two player game. In single player mode you could choose between playing as Baloo or Kit, whereas in two player mode, the first player was Baloo and the second player was Kit.
Each character had his own form of defense, Baloo had a paddle ball with very short range while Kit had a slingshot with very long range.
It consisted of many stages with three different versions:
- Around the World: Strolling through each stage collecting ten or more boxes of cargo to unlock the main exit.
- Airport: The Boss stages where you face Don Karnage and his air pirate henchmen.
- Air Battle: You take to the air with Baloo attacking from the Sea Duck or Kit on his airfoil firing his catapult.
Baloo and Kit would find many items on their search to help them though the game:
You get these items on land:
- Star: Gives Baloo or Kit an extra life.
- Hamburger: Restores your health fully.
- Ice Cream: Freezes your enemies for a short amount of time.
- Clock: Allows a bit of time to go backwards.
- Lucky Penny: Makes you invincible temporarily.
- Speed Limit Sign: Makes you move faster and increase your jump height for a limited time.
- Cargo Boxes: Baloo and Kit must collect these to open the exit.
- Empty Boxes: Finding and stacking up these will help you get to hard to reach places.
- Solid Boxes: They work just like the empty boxes except you can't pick them up, stack empty boxes on top to reach higher places.
- Item Boxes: Jumping on these, give you a special item hidden inside.
You get these items in the air:
- Grapefruit Box: Shoots three bullets in three directions for a limited time.
- Wrench Box: Refills your health
- Sun Box: Gets rid of a dangerous rainstorm.
Cast of Characters in the game
- Baloo Bear
- Kit Cloudkicker
- Rebecca Cunningham
- Shere Khan
- Don Karnage
- Mad Dog