Babar's children, Flora, Pom, and Alexander, go for a walk and count all of the interesting things they see, pleasing their father so much that he teaches them to count all the way to twenty.
The red suitcase in which Babar has his crown is exchanged for one with a flute, and since he can't wear a flute, he and his family chase wildly across Paris after the man they think has the crown.
An orphaned baby elephant goes to live in the city with an old lady who gives him everything he wants, but eventually returns to the forest where he is crowned king of the elephants.
After making peace with the rhinoceros, King Babar and Queen Celeste plan a model city and live happily with their friends and subjects in the country of elephants.