While on the way home, Baloo and Kit have a crash landing resulting in Baloo getting a bump on the head which gives him amnesia. Kit and Wildcat decide to keep this from Rebecca and try and help Baloo remember by taking him out on a flight. However they are struck by lighting while flying through a storm and go down. All manage to parachute out except Baloo, who gets trapped inside the Sea Duck. Screaming for help and struggling to get out, a strange call comes on the radio and helps Baloo land safely on a runway where he meets an elderly pilot named Joe Magee.
The next day Baloo finds himself in a flying school surrounded by tall cliffs with the only way out through a cave. Joe tells him his plane is ready for take off but Baloo explains that he can't remember how to fly. So to help him, Joe teaches him everything he needs to remember. The first few lessons end with him failing a first time put does better a second time. Through all the training Baloo finally regains his memory of how to fly. However he develops a phobia that if he flies he will lose his memory again, so he makes up some excuses to avoid flying.
Joe pretends to hurt himself making Baloo fly to the nearest town and get a doctor. As he does so he rejoins with Kit and Wildcat. When they return to Joe's Flying School they find it deserted as if it has been abandoned for years. The doctor tells Baloo that Joe Magee passed away twenty years ago. After a little look around Baloo realizes he was helped by an angel. He flies back home with Kit and Wildcat as Joe's voice echoes across the sky...
"Look around you, Baloo. You're free as a bird. The skies are yours."
- Ed Gilbert as Baloo
- R.J. Williams as Kit Cloudkicker
- Sally Struthers as Rebecca Cunningham
- Pat Fraley as Wildcat
- Hal Smith as Joe Magee
- Alan Young as Doctor Cooper
Home video releases
- TaleSpin: Volume 2
- The title is a reference to a novel called The Old Man and the Sea.
- The episode was adapted into issue #5 of the TaleSpin comic book.