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Kit: Papa bear?
Baloo: What?
Kit: I still think...you're the best.

Don Karnage (to Kit): Still having trouble remembering where the box is, eh? Perhaps a night in the jungle will jog your memory. There are numerous hungry animals in the jungle, you know, with the sharp pointed...TEETH! You...you bit me!

Colonel Spigot: If you're not back by then, it's going to be war, war, war!

Don Karnage: I will ask the prisoners. No, I will boil them in vinegar first! Vinegar, and maybe some salt. Ah, then I will ask them, ha ha!

Khan Employee (at a board meeting): 3 A.M.? Doesn't Mr. Khan ever sleep?
Khan Employee 2: Ever heard of vampires...?

Trader Moe (to his goons): Ok, boys, ready...aim...
Kit: About face, fire!
Moe's Goons: Aw sorry, boss. Yeah, sorry. That was dumb. It was dumb. We was just following orders. Yeah, orders.
Trader Moe: SHUT UP! You don't listen to the kid, got it?
Goons: Yep.
Baloo: Ready aim fire!
Trader Moe: Don't listen to the kid. Don't listen to the pilot. Listen to ME. When I say FIRE, you FIRE...WAIT!!
Moe's Goons: But it was you this time. Yeah, you this time.

Baloo: Don't look now, Karnagey, but we're coming to bust up your little lawn party!
Don Karnage: Karnagey? ...Tell me, foolish flyer, what is your name? So I can carve it on your tombstone!
Baloo: Name's Baloo.
Kit: And me, Kit Cloudkicker.
Don Karnage: I am not believing this.

Baloo: It's you, it's you! Oh, you horrible shrunken piece of supernatural nastiness!
Sergeant Dunder: Are you speaking of Colonel Spigot?
Baloo: Oh no, Round One. I'm speaking to the other horrible shrunken piece of supernatural nastiness.
Sergeant Dunder: Oh, that's all right then.

Don Karnage: I do not want any of your stinking jam.

Don Karnage: Ah, and here is the best pilot in the world's best friend in the world. Mr. Cloudkicker.
Kit: What's going on here?
Don Karnage: We are stealing your cargo! We are pirates. It's what we do.

Ace London: Get out of my way!
Don Karnage: Go soak your elbows!

Baloo: Rebecca, this sick aunt of mine really needs my help, and I thought-
Rebecca: What was this aunt's name again, Baloo?
Baloo: Uh...Milly. Yeah, that's it, Aunt Milly.
Rebecca: Milly? That makes 23 sick aunts in the last 6 months.
Baloo: Well, uh, you see...pop's side of the family was never very healthy.

Baloo (to Spigot): I'll stop by for a short visit, Spiggy, if I'm ever down your way!

Don Karnage: Shoot them! A lot!

Don Karnage: For years I have tried to visit your fair city...but you have always shooted at me!

Kit: What happened?
Colonel Spigot: They stole the sprocket, they stole the sprocket. You're to blame! And you're to blame! And you and you! And especially you, sergeant... I'm going to send for my firing squad!
Sergeant Dunder: All the way from home?
Colonel Spigot: You'll all be shot! Especially you, Sergeant Dunder. You'll have to be shot twice!

Baloo: Six o clock! Don't you have a presentation to make, Spiggy?
Colonel Spigot: Presentation? I have to present the Golden Sprocket to the mayor.
Baloo: Yeah?
Colonel Spigot: And there's no sprocket to present. When the High Marshall finds out...
Kit and Baloo: He'll have YOU shot.
Colonel Spigot: *gulp* The firing squad.
Sergeant Dunder: Oh no, sir, that could never happen. The penalty for losing international awards is being fed alive to polar bears.
Colonel Spigot: Polar bears?! I don't want to go like Grandma!

Baloo (dressed as an alien): *laughs fiendishly*
Rebecca: Oh no! It's got a horrible flesh-melting ooze gun!
Colonel Grog: Ooze gun?
Baloo: Ooze gun.

Dumptruck: STOP!
Kit: Give me one good reason.
Dumptruck: So I can hit you very hard.
Kit: Sorry, not a good reason.

Kit: Uh...Baloo.
Baloo: Not now, kid. I've got munchkins to mush.

Colonel Grog: Man's first contact with life from another planet! It's wonderful. It's beautiful. Let's fry the slimebuckets!

Colonel Spigot: The idol! That nasty wooden thing...it's trying to get me!
Sergeant Dunder: The idol IS trying to get ya?
Colonel Spigot: The idol was not doing anything. It is just a piece of wood.
Sergeant Dunder: But you said-
Colonel Spigot: Don't listen to what I said, listen to what I was saying!

Colonel Spigot: What is going on here? Why are people wearing silly outfits near my plane?
Baloo: Well, I was just showing the Sarge the new line of Cape Suzette uniforms! They're part of the...Hot Dog Commandos.
Kit: Baloo, only an idiot would believe a story like that.
Colonel Spigot: Hot Dog Commandos? I should inform the High Marshall. He would probably be interested in having Hot Dog Commandos of his own.

Mad Dog: Hurry up, you oaf, I wanna get back to the cockroach races.
Dumptruck: Then why don't you help?
Mad Dog: Can I help it if I have a hangnail?

Hacksaw: Look! The ship's taking on water!
Don Karnage: ...so get rid of it.

Colonel Spigot: Remember, this is a Friendship Festival! You can't trust anyone!

Don Karnage: Where is the boy?
Baloo: Go fish.
Don Karnage: You would risk your lives protecting that filthy flea?!
Baloo: Hey, lay off! He's a good kid.

Don Karnage: When I catch that bothersome Baloo, I tear him into itsy-bitsy pieces of ugly bear, and then I sew him back together with dull needles!

Khan pilot: NO! Don't you have any decency?
Don Karnage: I am a PIRATE. I don't DO decency.

Kit: Baloo told me never to talk to strangers, and I've never met anybody stranger than YOU!
Don Karnage: Cute kid. Where's the treasure?
Kit: I don't know.
Don Karnage: You do.
Kit: Don't.
Don Karnage: Do!
Kit: Don't!
Don Karnage: You don't?

Rebecca: This plane is private property! Who gave you the authority to rummage around in it? You're in big trouble, mister! Where are your credentials?
Don Karnage: Read my lips. I am a pirate. I do not need credentials.

Mad Dog: Oooh, what is the matter with you?! Do you want to blow us up?
Dumptruck: No. That would be bad.

Louie: Hey Baloo, ole palooka, you want any backup?
Baloo: Thanks Louie, but this is between me and them.
Louie: What Baloo needs between him and them is about three inches of concrete.

Don Karnage: Where are they, Baloo?
Baloo: Where are what, Karny?
Don Karnage: It is Karnage. Don Karnage.
Rebecca: Just give him the rubies, Baloo, before he gets angry.
Don Karnage: Yes, Baloo, before he gets angry!