(at night)
Mowgli: Bagheera... (yawning) 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 want to do that?
Bagheera: He hates man. And Shere Khan is not going to allow you to grow up to become a man--just another hunter with a gun.
Mowgli: Aw, we'll just explain to 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...
Bagheera: Now, that's enough! We'll spend the night here, things will look better in the morning.
Kaa: Just you wait till I get you in my coils... Uhhh!
Mowgli (laughing): Bagheera, he's got a knot in his tail!
Kaa (mimicking): “He's got a knot in his tail!” [He grunts, struggling free from forked shoots; as he does so, his entire skin crashes at him like an accordion. He then slithers away, moaning] This is going to slow down my s-s-s-slithering.
(during the inspection of the Jungle Patrol)
Winifred: March, march, march. My feet are killing me.
Elephant #1: I'm putting in for a transfer to another herd.
Col. Hathi (looking closely at a recruit's trunk): Tsk, tsk, tsk. A dusty muzzle. :(to elephant in question) Soldier, remember: in battle, that trunk can save your life. (taps trunk with cane) Take good care of it, my man.

Elephant #2: Yes, sir!
(a little later on)

Col. Hathi: Well, a new recruit, eh? (chuckles) I say, what happened to your trunk?

Mowgli: Hey! Stop that!

Col. Hathi (gasps, sputters): A man cub! (picking up Mowgli with trunk) Oh, this is treason! Sabotage! I'll have no man cub in my jungle! (puts him down on ground)

Mowgli: It's not your jungle!
Shere Khan: I thought perhaps you were entertaining someone up there in your coils.
Kaa: Coils? Someone? Oh, no. I was just curling up for my siesta.
Shere Khan: But you were singing to someone. [Squeezes Kaa's neck] Who is it, Kaa?
Kaa: [Choking like mad] No....no....I was just....singing....uh....to myself.
Shere Khan: Indeed.
Kaa: Yes....you see, I have....trouble with my sinuses.
Shere Khan: What a pity. [Releases Kaa's neck and gently pins him to the ground]
Kaa: Oh, you have no idea. It's simply terrible. I can't eat. I can't sleep. So I sing myself to sleep. You know, self-hypnosis? [Brings his head close to Shere Khan's face] Let me show you how it works. [He uses his hypnosis technique with his eyes] "Trust in me....." [Shere Khan, unaffected, pushes Kaa away and pins his head to the ground]
Shere Khan: Uh, no, I can't be bothered with that. I have no time for that infernal nonsense.
Kaa: Some other time, perhaps?
Shere Khan: Perhaps.
(as Mowgli, later in the film, tearfully mourns Baloo)
Bagheera: Mowgli, try to understand.
Mowgli: Bagheera, what's the matter with him?
Bagheera: You've got to be brave, like Baloo was.
Mowgli: Y-you don't mean... Oh, no. Baloo.
Bagheera: Now, now. I know how you feel. But you must remember, Mowgli: “Greater love hath no one than he who lays down his life for his friend.” [As the panther speaks, Baloo opens his eyes.] When great deeds are remembered in this jungle, one name will stand above all others: our friend, Baloo the Bear.
Baloo (sniffling): He's cracking me up.
Bagheera: The memory of Baloo's sacrifice and bravery will forever be engraved on our saddened hearts.

Baloo: Beautiful.
Bagheera: This spot where Baloo fell will always be a hallowed place in the jungle, for there lies one of nature's noblest creatures.
Baloo (still sniffling): I wish my mother could have heard this.
Bagheera: It's best we leave now. Come along, man-cub.
Baloo: ... Hey, Baggy-buddy, you were doing great! Tell us more! Lots more!
Bagheera: (sees Baloo still alive) WHY, YOU... BIG... FRAUD!!
(Mowgli sees Shanti the Girl for the first time)
Mowgli: What's that?
Bagheera: The man-village.
Mowgli: No. I mean that.
Baloo: You don't want to mess with those. They ain't nothin' but trouble.
(after Mowgli, lured by Shanti the Girl, enters the man-village for the first time)
Baloo: He's hooked.
Bagheera: Ah, it was inevitable, Baloo. The boy couldn't help himself. It was bound to happen. Mowgli is where he belongs now.
Baloo: Yeah. I guess you're right. But I still think he'd have made one swell bear.
Baloo: Like I told ya, them mangy monkeys carried him off!
Bagheera: The Ancient Ruins. Oh, I hate to think about what will happen to him when he meets the king of theirs.
Bagheera: Baloo! Over here. I like to have a word with you.
Baloo: A word? You gonna talk some more?
(Baloo yawns)
Baloo: All right! What's up Bagheera?
Bagheera: Baloo, the man cub must go back to the man-village, the jungle is not the place for him.
(Baloo eats some grapes from a tree)
Baloo: I grew up in the jungle. Take a look at me!
Bagheera: Yes, just look at yourself! Look at that eye!
(Baloo looks himself in the river and sees his black eye)
Baloo:Yeah, It's beautiful ain't it.
Bagheera: Frankly, you're a disreputable sight.
Baloo: Well, you don't look exactly like a basket of fruit yourself.
(Bagheera also looks himself in the river and sees his black eye)
Bagheera: D'oh! (Bagheera clears his throat) Baloo, you can't adopt Mowgli as your son.
Baloo: Why not?
Bagheera: Uh.. How can I put it?
(Baloo eats a handful of grapes)
Bagheera: Baloo, birds of a feather should flock together. You wouldn't marry a panther, would you?
Baloo: I don't know. (Baloo giggles) Come to think of it, no panther ever asked me. (Baloo giggles again)
Bagheera: Baloo, y-y-you've got to be serious about...
Baloo: Oh, stop worrying, Baggy! Stop worrying I'll take care of him.
Bagheera: Yes, like you did when the monkeys kidnapped him huh?
Baloo: Can't a guy make one mistake?
Bagheera: Not in the jungle! And another thing: Sooner or later Mowgli will meet Shere Khan.
Baloo: The tiger? What's he got against the kid?
Bagheera: He hates man with a vengenance. You know that! Because he fears man's gun and man's fire.
Baloo: But, little Mowgli don't have those things.
Bagheera: Shere Khan won't wait until he does. He'll get Mowgli while he's young and helpless just one swipe.
Baloo: Oh! Well, well what are we gonna do?
Bagheera: Well, do what's best for the boy.
Baloo: You better believe it. You name it and I'll do it.
Bagheera: Good! Then make Mowgli go to the man-village.
Baloo: Are you outta you're mind? I promised him, he can stay here in the jungle with me!
Bagheera: Well, that's just the point. As long as he remains with you, he's in danger. So it's up to you.
Baloo: Why me?!
Bagheera: B-b-because he won't listen to me.
Baloo: I love that kid. I love him like he was my own cub!
Bagheera: Then, think of what's best for Mowgli and not yourself!
Baloo: Well c... Well can't I wait until morning?
Bagheera: It's morning now. Go on, Baloo.
Bagheera: Stop! Wait a minute... HALT!!!!!
(elephants stop, crashing into each other)
Col. Hathi: Who said "halt"? I give the commands around here.
Baloo: Well, come on Baggy-buddy, let's get back to where we belong and get with the beat. (singing) Look for the Bare Necessities, the simple Bare Necessities.
Bagheera: (singing) Forget about your worries and your strife.
Both (singing) I mean the Bare Necessities are Mother Nature's recipes that bring the Bare Necessities of life.
Shere Khan: [To the vultures] Buu!!
Buzzie: Run, friend, run!
Mowgli: Run? Why should I run?
Shere Khan: Why should you run? Could it be possible that you don't know who I am?
Mowgli: I know you all right. You're Shere Khan.
Shere Khan: Precisely! And you should also know that everyone runs from Shere Khan.
Mowgli : You don't scare me! I don't run from anyone!
Shere Khan: Ah, you have spirit for one so small. And such spirit is deserving of a sporting chance. Now, I'm going to close my eyes and count to ten. It makes the chase more interesting... for me. One...
[Music intensifies as Mowgli looks for something to defend himself with as Shere Khan continues counting]
Shere Khan: Two...
[Mowgli spots something and goes over to retrieve it]
Shere Khan: Three...
[as Mowgli picks up a stick, Shere Khan begins to suspect something]
Shere Khan: Four...
[Mowgli prepares to defend himself]
Shere Khan: You're trying my patience. Five, six, seven, eight, nine, TEN!
[Shere Khan leaps at Mowgli with a loud roar, Mowgli loses all of his nerve at the sight of this fearsome creature]
[Bagheerah is taking Mowgli back to the man-village.. And Mowgli refuses to go, they decide to sleep in a tree for the night. Kaa, he python sees two new guests in his tree, and decides Mowgli will make a tasty man-cub morsel.]
Kaa: (trying to scare Mowgli into submission) S-s-say now...
[Mowgli looks at Kaa for a moment, sticks out his tongue at Kaa, and looks away] What have we here?
[Kaa turns his head to face Mowgli's face]... it's a man-cub.
(licks lips)
[Mowgli turns the opposite dirrection again, and Kaa follows his face]
A delis-s-sious man-cub.
Mowgli : [pushing Kaa's head out of his face] Oh, go away, and leave me alone!
Bagheera : (with his eyes closed, believing Mowgli is talking to him) Oh, now, that's just what I should do but, I'm not. (yawns) Oh, now..PLEASE go to sleep, man-cub. (exhales tiringly)
Kaa: (thinking "Go to sleep, man-cub", that's it!) Yes-s-s, Man-cub. (starts to hypnotize Mowgli) Plee-ee-ease, go to slee-eep. Please go to slee-eep. (Mowgli is staring deeply into Kaa's eyes, and slowly falling under his spell. Putting him into a deathly sleep) Ss-sleep tight lit-tle man-cub. Re-e-esst in peac-sse. [wrapping his long cils around Mowgli's tiny body to prevent any resistance to his spell]
(Mowgli is dizzy from constantly staring into Kaa's eyes, and almost closes them eith exhaustion, but Mowgli still knows he's in danger, so he opens his eyes widely only to look once again, deep into Kaa's hypnotic gaze making him close his eyes again. So Kaa moves closer to enhance the effect) Slee-eep. Sleeeeeeeeep...
Mowgli: (yawning with exhaustion, trying to remember who was with him from before) Oh, oh, uhm. Bah-b-b-bug-gerah! (gulps hard because Kaa's coil reached Mowgli's neck and squeezed tightly around it, cuting off Mowgli's ability to speak. Now Mowgli is tired, unable to move or speak, and is now only thinking about how much he wants to go to sleep)
Bagheera: (still with his eyes closed) Now, look there's no use arguing anymore. (yawns) now, no more talk till morning.
Kaa: Ha-ha. He won't be here in the morning.(Happy at the fact that Mowgli is now asleep, and ready to be eaten by the hungry snake.)
Bagheera: (sleepily seeing Kaa) Oh, yes, he will, I... (Fully awake now, he does a double take as Kaa is about to eat Mowgli.) KAA! HOLD IT, KAA! (He slaps the snake with his paw, slamming his head against a tree branch above and thus freeing Mowgli from Kaa's spell.)
Kaa: (groaning) Oh, my s-s-sinus! (He glares at Bagheera) You have just made a s-s-serious-s-s mis-stake, my friend. A very s-s-stupid...
Bagheera: (apologetically) N-n-now, Kaa, I meant...
Kaa: ...mis-stake! (Bagheera closes his eyes) Look me in the eyes when I'm speaking to you. (Bagheera opens one of his eyes which Kaa instantly hypnotizes; Bagheera starts to fall under Kaa's spell)
Bagheera: N-n-now, Kaa...
Kaa: Both eyes, if you please. (Bagheera's other eye opens and he is fully hypnotized) You have jus-st s-s-sealed your doooooom. (Unbeknownst to him, however, Mowgli has freed himself from the snake's coils and shoved them off the tree. Kaa falls out of the tree)
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