While playing truant from one of Baloo's lessons, Mowgli and Bagheera find themselves at the foot of some cliffs. In spite of Bagheera's warning, Mowgli can't resist climbing them and discovers that a swarm of black bees is living there. When, later on, Shere Khan attacks Baloo, Mowgli is determined to teach him a lesson and cunningly leads him to the bees, where Shere Khan is badly stung.