Bert, Ralph, Melissa, and the rest of the gang plan a surprise for Cyril Sneer, which makes him paranoid when he thinks that the Raccoons are planning an uprising against him.

Cyril panics when he learns that a former business partner Karl Snarl - whom he walked out on years before - is going "to give him what he deserves" and steps up security at Sneer Mansion. When Bert and Cedric become trapped on a rapidly narrowing ledge, Melissa has to overcome her fear of heights in order to rescue them by helicopter. Also Melissa fights her fear of flying to save Bert and Cedric.