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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/disguised_baloo.jpg]]
2[[caption-width-right:350:'''[[WesternAnimation/TheEmperorsNewGroove BOOM, BABY!]]''']]
3
4* At the start of the film, two wolf cubs are fighting over a stick, with one managing to take it. Then, as the wolves go into their den, one cub can been seen barking behind the winning cub. Looking at it carefully, it is clearly the cub that lost the struggle, as if to say "This isn't over yet!"
5* Mowgli having trouble climbing a tree.
6-->'''Bagheera:''' ''(laughing as he speaks)'' Is that all the better you can climb?!\
7'''Mowgli:''' It's too big around! And besides, I don't have any claws!
8* Even though Mowgli is in danger of being eaten by Kaa, he simply pushes the snake's head away. However, Mowgli underestimates Kaa as the snake starts hypnotizing the boy, who looks with a dazed, slack-jawed expression as he is wrapped up in coils. And there's something [[BlackComedy darkly funny]] about Bagheera being too half-asleep to notice Kaa is trying to eat Mowgli.
9-->'''Mowgli''' ''(pushing Kaa away)'': Oh, go away and leave me alone!\
10'''Bagheera''': Oh, that's just what I should do, but I'm not. Now, now, now, please go to sleep, man-cub!\
11'''Kaa''': (imitating Bagheera) Yes, man-cub. Please go to sleep, please go to sleep. Sleep, little man cub. Rest in peace.\
12'''Mowgli''': Ah, Bah...Bagheera...''(Kaa's tail wraps around Mowgli's neck, choking Mowgli)''\
13'''Bagheera''': [[ComicallyMissingThePoint Oh, now look. There's no use arguing anymore. Now no more talk 'til morning.]]\
14'''Kaa''': ''([[GigglingVillain chuckling]])'' [[DeadlyEuphemism He won't]] ''[[DeadlyEuphemism be]]'' [[DeadlyEuphemism here in the morning!]]\
15'''Bagheera''': Huh? Oh, yes, he will. ''([[DelayedOhCrap wakes up completely]])'' I, uh -- KAA! HOLD IT, KAA!
16** The instant Bagheera yelled "KAA!" with wide eyes, the camera shook with emphasis from the shout!
17* Kaa says, "Look me in the eye when I'm speaking to you," and so Bagheera looks at him with one eye, causing him to warn "Both eyes if you please!"
18* When Kaa gets Bagheera all hypnotized, what happens? He decides to do a little bit of EvilGloating...which gives Mowgli enough time to shove most of Kaa's body off of the tree limb, leading to a hilarious sequence of Kaa being unraveled and collapsing in a pile of coils at the base of the tree.
19* When Kaa got a knot on his tail and it's stuck between two branches.
20-->'''Mowgli:''' ''[laughing]'' Bagheera, he's got a knot in his tail!\
21'''Kaa:''' ''[mocking Mowgli]'' He-he-he, ''"he's got a knot in his tail"''!\
22''[Kaa grunts and pulls his tail. It gets loose but results in Kaa's body bunching up with an accordion sound effect. After giving Bagheera and Mowgli the stink eye, he slithers off, his body sounding squeaky, the knot still in his tail]''\
23'''Kaa:''' Oooh...this is going to slow down my slithering.
24* Then Kaa whines as he leaves that the aftereffects are really going to slow down his slithering.
25* Mowgli's first encounter with Hathi and the Jungle Patrol is full of these:
26** When Hathi's herd marches by the tree Mowgli and Bagheera are in, waking them both up, the man-cub responds with curiosity and wonder. Bagheera, meanwhile, responds [[HereWeGoAgain as anyone would to being woken up by noisy neighbors]]:
27--->'''Bagheera:''' Oh, ''no!'' The Dawn Patrol again!
28** Mowgli slips down the tree to watch the parade go by. He's so busy looking up at the bigger elephants marching past, he doesn't notice the much smaller Hathi Jr. run past at first, and does a DoubleTake upon realizing.
29** Mowgli, wanting to join the parade, falls in behind Hathi Jr., dropping down on all fours to march along. But when Hathi calls for the herd to do an about face, the man-cub, who doesn't understand military lingo, keeps on going... [[WatchWhereYoureGoing and bumps face-first into Hathi Jr.]], who was coming the other way. There's a brief {{Beat}} as the two march face-to-face, with Mowgli walking backwards, and then:
30--->'''Hathi Jr.:''' The other way! Turn around!
31--->(''Mowgli quickly peels away, turns around and keeps marching, as if [[YouDidntSeeThat trying to pretend nothing happened]]'')
32** Then, when Hathi calls for the herd to turn around ''again'', Mowgli [[FailedASpotCheck keeps marching onwards]] whilst the elephants follow the command. Mowgli looks back over his shoulder to check he's doing it right... then does another DoubleTake and comes running back ''on two legs'' to catch up. Only now Hathi has just called for the herd to halt, and the man-cub [[OhCrap frantically tries to stop himself]], but crashes into the back of Jr. and goes sprawling to the floor.
33-->'''Hathi Jr.:''' [[DeadpanSnarker That means 'stop'.]]
34** The elephants make themselves out to be a militaristic group, and yet judging by lyrics such as "We march from here to there and it doesn't matter where", they're essentially just [[MundaneMadeAwesome wandering around aimlessly]].
35* Head elephant inspecting one of his troop's trunks: "Tsk tsk tsk tsk. A dusty muzzle."
36* While Hathi is inspecting his troops, one elephant is smiling.
37-->'''Hathi:''' Wipe off that silly grin, soldier. This is the army.\
38''(the elephant frowns)''
39* What happens when Hathi forgets to say, "Halt!" It's StockFootage from one of Disney's cartoons, ''Goliath II''.
40-->'''Mowgli:''' And they say an elephant never forgets.
41* On their first encounter, Mowgli tries to slug Baloo in the stomach.
42-->'''Baloo''': Tsk, tsk, tsk, tsk. Pitiful. ''[grabs Mowgli, who starts kicking his legs]'' Hey, kid. You need help, and ol' Baloo's gonna learn ya to fight like a bear.
43** Baloo tries to get Mowgli to scare him.
44-->'''Mowgli:''' [-Grr.-]\
45'''Baloo:''' ''(tsk tsk)'' Oh, boy.
46** Later, Baloo accidentally hits Mowgli a bit too hard, causing him to cartwheel into a tree.
47* This little gem...
48-->'''Baloo:''' I'll teach him all I know.\
49'''[[CatsAreSnarkers Bagheera]]:''' [[StealthInsult Well, that shouldn't take too long.]]
50** The indignant look on Baloo's face afterwards is priceless.
51* From the "The Bare Necessities" song...
52-->''When you look under the rocks and plants / And take a glance at the fancy ants / Then maybe try a few...''
53* "Come on, Baggy, get with the beat!" (said by Baloo when he wants Bagheera to dance with him during the "Bare Necessities" song).
54* When Baloo is floating on his back and Mowgli is sitting on his chest, Baloo asks Mowgli to flick a fly off his nose. However, a monkey kidnaps Mowgli and replaces him with another monkey, who hits Baloo on the nose. Baloo thinks the other monkey is Mowgli and says, "Boy, when you flick a fly, you really..."
55* The monkeys ProducePelting Baloo with fruit and mercilessly taunting him throughout. Poor Baloo didn't deserve any of it, but damn if it isn't laugh out loud worthy.
56** To add insult to injury, they taunt Baloo with some of the words he sung to Mowgli just a few minutes ago.
57-->'''Monkey:''' ''(After Baloo falls over from running into a tree)'' That's how a "bear can rest at ease".
58-->'''Another monkey:''' Here's some "bare necessities".\
59''(Monkeys pelt Baloo with various fruits as he gets back on his feet)''
60-->'''Baloo:''' Now, just try that again, you—''(gets hit in the face with a large fruit)''
61-->'''Monkey:''' What's that you hit him with, son?
62-->'''Another monkey:''' That was a "bare necessity"!
63** As Baloo rolls down the cliff, you can make out that the monkey's actor [[{{Corpsing}} is trying but failing to contain himself]] with the below line:
64-->'''Monkey:''' "A rolling bear gathers NO HAIR!!"
65** For a bonus, the actual saying "A rolling stone gathers no moss" [[VisualPun immediately follows Baloo downhill.]]
66** Later when his disguise is removed, the monkeys ask "How'd that square get in here?" Yes, these [[HypocriticalHumor fun-loving]] simians think [[FunPersonified Baloo]], dancing extraordinaire, [[EverybodyHasStandards is too tame for them, apparently.]]
67* When Baloo pulls himself up over the cliff and screams '''''[[SayMyName "BAGHEERAAAAAAAAAAAAAAAA!!!!!"]]''''' right in Bagheera's face. Bagheera ends up vibrating for a few seconds.
68** "Oh you heard me, huh?"
69* "Will you stop that silly beat business and listen?" (said by Bagheera when Baloo starts dancing to the primates' music when they're trying to rescue Mowgli from Louie).
70* When Bagheera explains to Baloo his plan to sneak up and take Mowgli, but after he finished and tells Baloo to get ready...
71-->'''Baloo:''' ''(dancing away)'' I'm gone, man. Solid gone.\
72'''Bagheera:''' '''''[[OhCrap Not yet, Baloo!]]'''''
73* Right after that scene, Bagheera has to run from the monkey/Mowgli parade, so he [[NobodyHereButUsStatues disguises himself as a stone panther statue]] by the door by mimicking its expression. [[TheDoorSlamsYou It backfires]].
74* Baloo's PaperThinDisguise when he joins in on Louie's dance. And the [[HilarityEnsues hilarity that ensues]] when the disguise falls off.
75* Baloo tries to hit a monkey with a club, but he clubs ''Bagheera'' after the monkey slides under him.
76* The scene where the temple collapses.
77** As the precursor to this, when Louie suddenly finds himself being a LoadBearingHero (or Boss) for the temple, and is thus completely at Baloo's TickleTorture mercy. The expression on Baloo's face when he realizes this and goes in for the kill is priceless, as is Louie's laugh while being tickled, which sounds exactly like Brer Rabbit from ''Film/SongOfTheSouth''.
78*** On top of that, while Baloo is tickling Louie, a bunch of the monkeys have improvised a battering ram with a Head of Egyptian Mummy monster and smash into Baloo with it, shoving him into Louie's place; he gets a sheepish grin on his face that seems to say, "Well, I guess I had this coming." It doesn't improve Louie's situation though, since he's shoved in place of ''another'' pillar and still stuck trying to keep his palace from falling apart. In the end, it doesn't work--the whole thing breaks down around him and he's left holding up just a single brick, surrounded by piles of rubble.
79* And just before that, when they're all fighting over Mowgli. Louie grabs him from one of his monkeys, then Baloo yanks him out of Louie's hands and ''bonks him over the head'' with a hilarious thumping noise. Oh, and the animation is reused from the "Wind in the Willows" segment of ''WesternAnimation/TheAdventuresOfIchabodAndMrToad'': namely, animation of Toad's group fighting with Winkie and his weasels for possession of the deed to Toad Hall.
80* Baloo is none too thrilled when Bagheera asks to speak with him in private, given how all Bagheera seems to do is lecture him.
81-->'''Bagheera:''' "Baloo? I'd like a word with you."\
82'''Baloo:''' "A word?! You're gonna talk some more?!"
83* This exchange:
84-->'''Bagheera:''' You wouldn't marry a panther, would you?\
85'''Baloo:''' I don't know. [[ComicallyMissingThePoint Come to think of it, no panther ever asked me.]]
86* The sheer hilarity of Bagheera screaming, "HAAAALT!" to get the Jungle Patrol's attention, followed by Hathi's immediate indignation, is difficult to overstate.
87* This scene when Hathi is being convinced to help search for Mowgli:
88-->'''Junior:''' Pop, the man cub and I are friends. He'll get hurt if we don't find him. Please, Pop, sir? Please?\
89'''Hathi:''' Now don't you worry, son. Your father had a plan in mind all the time.\
90'''Winifred:''' ''[sarcastically]'' Sure you did!
91* When Hathi instructs one of the elephants whom he addresses as Bugler to sound his trumpet three times when Mowgli is sighted, Bugler, however, immediately proceeds to do so, prompting Hathi to silence him by squeezing his trunk. This animation is reused in ''WesternAnimation/RobinHood1973''.
92-->'''Hathi:''' Shh! Not now, soldier.\
93'''Bugler''' ''[nasally, with a sheepish look]'': Sorry, sir.
94* '''''"COMPANYYYYYYYYYYYYYYYYYYYYYY!!!!!"''''' (followed by involuntary elephant head-bang). '''''"FORAAAAAAAAAARRRRRRD... HARCH!!!!"'''''
95* Mowgli's second encounter with Kaa. After Mowgli sits down, a long tail hoists him up into a tree, and to Mowgli's surprise it's Kaa. Kaa insists that Mowgli can trust him while trying to make him face his eyes, much to the man-cub's annoyance as he scrambled to untangle himself from the snake's tail, which grabs his hand and ankle but Mowgli suspects Kaa is lying and tries to avoid his hypnotic gaze. Ultimately, Mowgli's efforts to avoid Kaa are in vain as the snake is able to hypnotize him.
96* "Trust In Me", despite the song being Kaa literally convincing Mowgli to let him eat him. Throughout the song, Mowgli wears a dumb grin as he walks into Kaa's coils, that turn into stairs or a swinging hammock.
97** At one point, Kaa says, "You're snoring" and Mowgli sleepily apologizes.
98* Kaa trying to hypnotize Shere Khan, who simply slaps him down while saying "No, I can't be bothered with that. I have no time for that sort of nonsense." Also can be read as the following:
99--> [[Franchise/{{Pokemon}} Kaa uses HYPNOSIS!]]
100--> It doesn't affect Shere Khan...
101--> Shere Khan uses BITCH SLAP!
102--> It's super effective!
103** Made even funnier when he casually scratches Kaa's nostril, complete with squeaky-glass sound effect.
104** Prior to the above two moments, when Shere Khan overhears Kaa singing and sees his tail dangling from the tree, he grabs it and yanks on it like a door ringer. ''Complete with doorbell sound effect.''
105** When Shere Khan hears snoring (which Mowgli was doing), Kaa makes a funny snorting sound to mimic snoring.
106** Kaa's eyes widening in fear when Shere Khan casually bares his claws, as if to subtly remind him who the king of the jungle is.
107** Also, when Kaa tried to hypnotize Shere Khan, his singing sounded a little off-key before Khan shut him up.
108** Kaa saying, "Search me," then immediately regretting it when Shere Khan tries to literally search him.
109--->'''Kaa''': ''(sticks out his tail)'' "Nothing here ''(points in his mouth)'' and nothing in here!"
110--->'''Shere Khan''': "Indeed, now how about the middle?"
111--->'''Kaa''': "The middle?! Oh, the middle. ''(coils himself down enough for Mowgli to escape and Shere Khan feels, tickling Kaa)'' Ha ha, absolutely nothing in the middle!"
112* After Mowgli escapes from his clutches a second time, Kaa angrily grumbles "If I never see that skinny little shrimp again, [[SourGrapes it will be too soon]]."
113* The whole [[WhosOnFirst "What we gonna do?"]] gag between the vultures (Buzzy says, "What we gonna do?" and Flaps says, "I dunno, what you wanna do?" and it starts over again because nobody has any ideas.
114** It eventually leads to Flaps saying, "Don't start ''that'' again!" at least once.
115** Buzzy gets frustrated and shouts, "Let's do ''something''!".
116* Khan stealing the vultures' number. Complete with him putting his paw on his chest to feel if he's using his chest voice.
117--->'''Shere Khan:''' ''(in a deep bass voice)'' That's what friends.... are ''(voice deepens)'' for.... ''(claps)'' Bravo! Bravo! An extraordinary performance! And thank you for entertaining my victim...
118* When Mowgli asks why he should run from Shere Khan, the tiger's jaw drops in shock.
119* This exchange between Buzzy and Baloo after the vultures rescue Mowgli from Shere Khan:
120-->'''Buzzy:''' He's safe now! You can let go, Baloo!\
121'''Baloo:''' Are you kiddin'? There's teeth on the other end!
122** He's not wrong, considering he recently just got chomped in the rear by Shere Khan!
123* Baloo interrupting his own moving epitaph, prompting indignant (and hilarious) fury from Bagheera.
124** Baloo's eyes open during the epitaph and his compliments before Bagheera and Mowgli are about to leave killed the sad nature of this part.
125* Baloo and Bagheera's responses to Mowgli's sudden development of a PrecociousCrush. Baloo tries to take him away basically saying, "Yeah, you've seen her, come away, girls are nothing but trouble. Also, cooties." Bagheera, on the other hand, "About damn time".
126-->'''Baloo:''' Mowgli, come back! Come back!\
127'''Bagheera:''' Go on! Go on!
128* And when the human girl "drops" her waterjug in front of Mowgli:
129-->'''Baloo:''' She did that on purpose!\
130'''Bagheera:''' [[CaptainObvious Obviously.]]
131* On a film-making perspective, when the Sherman Brothers were presenting Walt with the original demo version of "We're Your Friends," Dick had to take into account that Walt had a Chicago-accent, and pronounced "hover" as "hoover". When Dick got to the part of "And when you're lost/ who hovers near/ to fluff you up/ when you are down," Dick broke down struggling to sing "hoover". And everybody including Walt started laughing.

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