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As Bagheera is nearly asleep, he is unaware of Kaa as he investigates Mowgli. Kaa comes across Mowgli and Bagheera in the branches of a large tree that the pair has chosen to spend the night in. Though despite this, it is implied that certain individuals of high willpower (or simply intelligence) can resist his hypnosis (as displayed by Shere Khan). This ability also works when someone sees his reflection in the water. Hypnosis/Mind Control: Kaa's most infamous power is his unique ability to hypnotize anyone through eye contact and make others follow his commands. Later on in the film, he was animated by Milt Kahl whose design for Kaa may be more iconic, being that his scene was longer and included his trademark song and Shere Khan's talk with the snake. He was animated by Frank Thomas in his entrance appearance where he first met Mowgli and nearly ate him. Kaa is an enormous snake that has grown to be extremely large in width. This results in his interactions with the man-cub to often end in embarrassment to some degree. Though risky and devious, Kaa is not without his faults, as he can be awkward and easily distracted from his primary objective: to hypnotize and eat Mowgli. His first attempt to devour Mowgli was a casual means to eat and survive, but over time, his goal to eat the man-cub was mainly driven out of spite, evidenced by his lines "Just you wait 'till I get you in my coils." Furthermore, he is perfectly all set to kill those who get in the way of his meals, as seen when he sadistically hypnotized, and nearly killed, Bagheera. While not as cruel and bloodthirsty as Shere Khan, Kaa is still a fairly villainous character. The two beasts are often at odds, though Shere Khan views Kaa as an "eyes and ears" of the jungle, relying on him to assist his quest in finding Mowgli at one point in the film, though the manipulative Kaa was able to steer even Khan in the wrong direction, further showcasing his shrewdness. Such fear, however, does not resonate with the unofficial ruler of the jungle, Shere Khan the tiger, who Kaa holds a disliking for, believing the act of killing for pleasure, as opposed to survival, to be dishonorable. A powerful and dangerous ability, Kaa is a feared member of the jungle, as evidenced by his interaction with the often composed and fearless Bagheera. He furthers this by the use of his iconic ability to hypnotize his prey with his eyes, rendering them enchanted and under his command. Kaa is a sly and seductive snake who speaks with a soft, often entrancing tone to either lure his victims into a weary, dreamlike state or manipulate them into bestowing their trust, thus allowing him to devour them unexpectedly. This was most likely due to the developers' belief that the public of the time would not accept a snake as a heroic character. While the book character was considered a mentor to Mowgli, akin to Baloo and Bagheera, the film character is portrayed as a dangerous villain. Kaa was loosely based on the character of the same name from Rudyard Kipling's book The Jungle Book.