Ben is in the bush with his game-warden father. They see a family of elephants in distress, led by Kubwa and her daughter, Temba. Having survived a crocodile attack, Temba's calf has fallen into swamp mud and is drowning. The elephants struggle to rescue him, unsuccessfully. Ben gathers his courage for a crawl over treacherous mud to attach straps while his father winches the elephant out. Temba learns the smell of these humans who helped, and the elephants move on.

But ivory poachers attack, kill Kubwa, cut off her tusks and depart. Temba is now leader: she gathers the others to perform funeral rites.

Ben and his father stumble into the poachers' camp and are taken prisoner. The poachers will throw them overboard from the dhow that smuggles ivory from the coast. A truck break-down allows them to slip away into the bush. To their consternation they are followed by an elephant - Temba. In a sequence of extraordinary events, Temba kills a poacher, escorts Ben and his father to safety, reaches out to say a final thanks to Ben. Then she melts away into the bush ...