Baloo and his friends are trying there best to survive the jungle and want to grow up to rule the jungle. Baloo cheers up everybody into letting them know that they need to be patients and not rush into anyting. Shere-Kahn interupts there singing conversation and says, he'll rule the jungle when he grows up and he proves to the cubs that he is not scared. So the cubs challenge him to go to the Wasteland where Mirah and the baboons live. The cubs go in there to try to scare Kahn out but then get into trouble when Mirah and the baboons catch them. Luckly they escape and Kahn learns his lession.

Song: ""Take Your Sweet Time"".