(Mowgli rides on Bagheera's back in the night)
Mowgli: Bagheera, I'm getting a little sleepy. Shouldn't we start back home?
Bagheera: Mowgli, this time we're not going back. I'm taking you to a man-village.
Mowgli: But why?
Bagheera: Because Shere Khan has returned to this part of the jungle and he has sworn to kill you.
Mowgli: Kill me? But why would he wanna do that?
Bagheera: He hates men. And Shere Khan is not going to allow you to grow up to become a man - just another hunter with a gun.
Mowgli: Uhh, we'll just explain him that I'd never do a thing like that.
Bagheera: Nonsense! No one explains anything to Shere Khan!
Mowgli: Well, maybe so. But I'm not afraid. And besides I--
Bagheera: Now that's enough. We'll spend a night here. Things will look better in the morning. Man-cub? Man-cub! Now come on, up this tree. It's safer up there.
Mowgli: Uh, I don't want to go back to the man-village.
Bagheera: Go on. Up you go.
Mowgli: That limb way up there?
[Mowgli tries to climb the tree-trunk but can't]
Bagheera: Is that all the better you can climb?
Mowgli: It's too, it's too big around! And besides, I don't have any claws.
[Bagheera helps and with some grunting gets Mowgli on that limb]
Bagheera: Now, get some sleep. We've got a long journey ahead of us tomorrow.
Mowgli: Uh, I wanna stay in the jungle.
Bagheera chuckles: Huh? heh, you wouldn't last one day.
[he yawns and lies down to sleep]
Mowgli: I am not afraid. I can look after myself.
[Kaa appears from limbs above]
Kaa: Ss-say now, what have we here? [Mowgli sticks his tongue at Kaa] It's a man-cub. A delis-ci-ous man-cub.
Mowgli: Oh, go away and leave me alone.
Bagheera (with eyes closed): Oh, that's just what I should do, but I'm not. Now, please, go to sleep, man-cub.
Kaa: Yes-ss, man-cub, please [he starts hypnotizing Mowgli] go to sleep, please go to sleep, sleep little man-cub rest in piece. [Kaa's tail goes around Mowgli in circles] Sleep. ss-sleep.
Mowgli: (sighs) Ba--, bah-- Bagheera --
[Kaa gets to his neck and Mowgli gulps]
Bagheera (still with eyes closed): Oh, no. Look, there's no use arguing anymore. Now, no more talk 'till morning.
Kaa chuckles: He won't be here in the morning.
Bagheera: Huh? Oh yes, he will, ... [Bagheera wakes up and sees Kaa moving Mowgli into his open mouth.] Kaa! Hold it, Kaa! (He hits Kaa.)
Kaa: Ohhh, my sinus-ss. (Franklin: Look up there! It's a snake. Let's climb the tree and save someone.) You have just made a ss-serious mistake, my friend. A very ss-stupid.
Bagheera: Now, now, now, Kaa, I was--
Kaa: Mistake! [Mowgli comes up, climes out of Kaa's relaxed coils] Look me in the eye when I'm speaking to you.
Bagheera: P-please, Kaa.
Kaa: Both eyes if you please. [Bagheera gets fully hypnotyzed and sits still. (Pom: I'll kick the snake out.) Pom kicks Kaa's coils off the branch] You have just ss-sealed your doom. [Weight of the part of his body Mowgli pushed down suddenly makes him fall] oooh!
Mowgli: Look, Bagheera! Heh-heh, look, Bagheera? Wake up, Bagheera.
[he hits Bagheera's cheeks a little]
Bagheera comes up: Ah, duh, wha--
Kaa (crawling away): Just you wait 'til I get you in my coils.
[He suddely stops because a knot on his tail gets stuck between some bamboo stems]
Mowgli: Bagheera, he's got a knot in his tail!
Kaa (mockingly) Hee-hee-hee. He's got a knot in his tail. (after freeing the tail): Ooo! This is going to slow down my slithering.
Bagheera: Why, hello. Who are you guys?
Franklin: I'm Franklin and this is Snail. And these are my other friends, Bear and Beaver. And this is Goose, Fox, Rabbit, Skunk, Badger, and Raccoon.
Slyly: They call me Slyly.
Leonard: I'm Leonard.
Babar: I am Babar, King of Celesteville. And this is my wife, Queen Celeste and our children, Pom, Flora, Alexander and Isabelle.
Bagheeara: Nice to meet you. I'm Bagheera and this is the man-cub, Mowgli.
(Mowgli stops laughing)
Bagheera: So you can look out for yourself, can you? So you want to stay in the jungle, do you?
Mowgli: Yes, I want to stay in the jungle.
Bagheera: D'oh! Now for the last time, go to sleep! Man-cub, huh.. man-cub, ahh..
[finally they both sleep]