Mowgli has been trapped. While he struggles to free himself, a giant crocodile lumbers out of the river and heads in his direction. Luckily, Baloo shows up in time and engages the fearsome reptile in a fight to the death. Mowgli is carried to safety by Baghera, but the boy is distraught because he realizes that a friend has died in order to rescue him. But, as it happens, a happy ending is destined when Kaa discovers Baloo hiding down by the river and tells Mowgli, affording him the opportunity to make up with the bear.