In tribute to the love of Rebecca, Molly Cunningham and Kit Cloudkicker not to
mention the men, women and children who made Tale Spin the greatest animated series
in the Western Hemisphere..........
 
 

It was 7:45 PM at Cape Suzette as a few seagulls singing as a bouy was ringing in the beautiful sunset. On the dock stood a wooden castle-like house; known as the office of Higher for Hire; formally known as Baloo's Air Service. It is now Friday and inside; Rebecca Cunningham was sitting at her front desk wearing her trademark purple pants and red turtle-neck sweater. She was looking at her accounts and was looking pretty angry to say the least. The reason behind it: Baloo was late on a cargo shipment again. ~He always late; but never this late. Wait till I give him a piece of my mind~ she thought bitterly. However; Rebecca refrained from exploding because two very dear kids were also inside.

The first child was a small golden bearcub girl: Molly Cunningham. She wore blue overalls; a pink shirt and blue ribbons around her furry ears. She was also wearing a cape and grey colinder around her head. She had a comic book/radio show type hero known as Danger Women.

"Danger Women will seek out and bash ya so hard that....."; Molly said cheerfully.

The second kid who was sneaking away from Molly was a boy bearcub wearing a green sweater a white undershirt underneath and a backward baseball cap. His face is unmistakable: Kit Cloudkicker; Rebecca's navigator for Higher for Hire. Kit got home from school at 3:45 PM only to discover that Baloo had left to deliever some cargo for Miss Cunningham about an hour before Kit came home. Although it was dissapointing that Kit had to wait until Baloo came back from delivering cargo; he did have a playmate in Molly Cunningham. To Kit; Molly *was* her ture sister since he never really had a family or a home of his own ; let alone a younger sister. To Molly; Kit was a big brother to her and they would play like two little kids.

".....she knocks you down!"; she ended. Molly leaps forward; jumps Kit from behind; swings to the front of Kit and manages to knock Kit Cloudkicker off his feet. Kit's back fell with a thud that Miss Cunningham did in fact hear. She looked to her left and saw her daughter kneeling on Kit's midsection while Kit was flat on his back. Rebecca began to laugh; it was the first good thing that has happened tonight.

"My Hero!!!"; Molly proclaimed and she kisses Kit right on top of his black little nose. Kit begins to giggle like Rebecca and his nose started to twich.

"Oh; Molly!"; said Kit laughing.

"You two are so sweet. I feel much better now considering that my so-called *Star* pilot is late again"; Rebecca said firmly. Kit got up to his feet and set Molly down on her feet.

"It's my fault Miss Cunningham; I....."; Kit said with remorse. Rebecca stops him. She was worried about Kit taking the wraith for everything and everyone.

"Oh; don't blame yourself Kit. You came home after Baloo left to deliver the cargo."

"I.....I just feel that I haven't been able to get it into Baloo's head;" Kit stated.

"You've done your part very well. I just wish Baloo *would* in fact listen to you. It might of saved him from the blasting that I'm going to give him."; Rebecca said strongly.

"Yeah; sure," Kit said softly. He still felt some accountability though.

"Kit; Don't worry about it.....Molly; its time to go home now," Rebecca said. Molly didn't like that idea at all.

"Ahhh...but I want to play with Kit some more!" Molly complained.

"Sorry honey. I promised the babysitter that we would meet at 7," Rebecca said nicely.

"Why don't you let Kit be the babysitter?" Molly asked.

"I need Kit here tonight; honey. I have one more shipment of goods left to go and it looks like it going to be a rough night."; Rebecca then look straight into Kit's cute eyes;" Kit; if you have any homework to do, the pens are in the top left drawer of my desk; WildCat is outside and he'll inform you when Baloo ever gets back. And Kit?"; she asked softly.

"Yes; Miss Cunningham?"; Kit asked back. His voice sounded like a worried young boy.

"Don't worry about Baloo. It's not your fault that he can't deliver things on time."; Rebecca said firmly.

"Gee; Thanks Miss Cunningham." Kit said with a humble tone. He and Baloo were partners and in his humble opinion; one takes responability for the other. ~ I just feel that I'm at fault for not making Baloo listen to me.~ he thought. Rebecca picked up Molly gently by the hips and carried her out the door and said; "I'll be back in about an hour. Be good."

"I will Miss Cunningham"; Kit said waving at Rebecca.

~I wish he would call me Becky for once~ Rebecca thought while smiling. She went outside and walked to her car which she used to drive to and from her apartment. She told Wildcat to tell Baloo that he was in big trouble for delivering the cargo this late.

Meanwhile........inside the office of "Higher for Hire"; Kit decided to do his homework right away so that he could play with his friends Ernie and Oscar Vandersnoot Saturday afternoon. Also; he didn't want to looked worried in front of Rebecca's customers on a usually busy Saturday morning. So Kit went to Miss Cunningham's desk and opened the left drawer of her desk. Inside the drawer was very clean; as you would expect from a business `genius` like Rebecca Cunningham. Inside to the left were the pens that Kit was supposed to find; however, something caught Kit's eye.

"Hmmmmm.... I wonder what this is?"; Kit asked to himself. Kit never has gone into Rebecca's desk beforehand.

Inside the drawer to the right was a metal object; it looked like a picture frame only it was picture side down. Kit carefully took the picture out of the desk. The frame was fairly small; about 6 inches square and the grey color of the frame was about to paint a very gloomy picture. Kit turned the frame around to see the front end of it.

The front end showed a picture of two bears protected by a piece of glass. The bear to his left was Rebecca Cunningham wearing a red dress and a pink ribbon around her very long hair. ~The picture must have been a party that she attended to some time ago~ Kit thought. The bear to his right had golden-colored fur like Molly's and he wore a black suit and tie. He smiled with a lot of glee and was hugging Rebecca in the photo. At the bottom of the photograph there was something written neatly across the photo: "Stephen and Rebecca Cunningham; Husband and Wife"

Then something caused Kit to close his eyes and think; his teeth began to grit and he started to shake. In his head; he saw a cutlass thrusting through the darkness and swiping at every moment and then he heard a blood-crudling scream and saw the same golden bear as he did in the photograph only this time he saw him wearing a bomber jacket and a white scarf. The bomber jacket suffered a small cut and there was quite a bit of blood surrounding the jacket.

"YOU STUPID BEAR!! SOME HERO YOU ARE!! YOU COULDN'T EVEN SAVE ME!!"; a voice screamed in his head. Once Kit heard that; tears began to run down his cheeks.

"I CANNOT BELIEVE THIS!"; Kit screamed back to no one and started to wave his arms so wildly that he accidently threw the photograph down and broke the glass protecting the picture.

"I DO NOT WANT TO BELIEVE THIS! I....... WISH I WAS NEVER BORN!"; and he started towards the door and walked right into the broken glass and by accident cut the bottom of his left foot.When he was out the door; he started to run ;sobbing harder and harder as he went until he went competely out of sight; running toward a sacred place of his.

Wildcat was outside tending to an engine. He heard the screams; but didn't realize that those were Kit's screams. So he continued cheerfully on his hard work with the engine.

It was now 8:45 PM and finally Baloo returned to the docks; the Seaduck was undamaged however; a huge storm did delay matters very much. Although the SeaDuck is able to get through some of the most brutal storms ; a couple of months ago he was late on a cargo run that caused the SeaDuck to crash. Once Baloo has landed the Seaduck gently on the water; he let the engines gently purr to a stop. He then opened the yellow door and was grumbling about how much he was late. WildCat was waiting for him.

"Uhhh.... Baloo?" WildCat asked in his typical seedy voice;" I think there's something I need to tell ya. Rebecca told me to inform you that......"

"I know; I know. Beckers' gonna skin me alive"; Baloo said with panic in his voice;" for being a little late."

"MORE LIKE SIX HOURS LATE TO ME!!"; yelled a very angry female voice. Baloo then saw Miss Cunningham on the top of the wooden stairs and looking very angry. Baloo saw something very different in Rebecca's expression; it was so scary that he realized it. ~ I really made her angry this time.~ Baloo thought.

Rebecca when down the stairs to the dock and took a quick glance at WildCat.

"WildCat?"; Rebecca said trying to hold back her anger knowning that it was not his fault;" Could you please go into my office for a few minutes. And tell Kit to come out here as well."

"Sure Miss Cunningham;" WildCat responsed and walked up the wooden stairs and into the Higher for Hire office. Miss Cunningham then focused on her anger to Baloo.

"YOU POOR EXCUSE OF A PILOT. YOU BETTER HAVE A PERFECT EXCUSE THIS TIME BECAUSE I'M WILL BE FIRING YOU IF YOU DON'T;" she screamed. ~I'd better tell her the turth.~ Baloo thought as he was taking the wraith of Rebecca.

"Well Becky; I'm not going to lie to ya...."; he started.

"IT'S REBECCA;"she stopped..... ~I better calm down.... I still need Baloo anyway; he is my ace pilot after all.~ she thought; " Sorry Baloo; please explain."

Baloo was surprised that she would change gears on him; something usually reserved for Kit;" Well Rebecca; I did deliver the cargo on time at 3:15 PM as you stated..... However; a storm was brewing on the weather offices and I didn't want to take a chance with the weather..." Baloo stops and sees Becky just looking at him like a daydreamer only sadder.

"Oh; I'm sorry Baloo. I'm worried about Kit;" Rebecca said to Baloo in a worried tone.

Baloo Bear was surprised. ~Why would Beckers be worried about him? He only works for her.~ he thought.

"You are?" Baloo asked in a tone that said ' I don't believe you' . Rebecca was surprised that Baloo would think that way.

"I know what you're going to say. Why should I care about him? It's becuase I......" Rebecca then got a shout from WildCat.

"MISS CUNNINGHAM!?!"; he shouted.

" I wonder what WildCat wants now. I told him to get Kit out here;" Rebecca was very worried now. ~Has Kit gotten fed up with Baloo being late? I don't blame him though. Still....~ she thought before she ran up the stairs and into the office.......

"WHAT HAPPENED HERE!?!"; she screamed.

Rebecca saw a mess of glass on the wooden floor of Higher for Hire; a metal frame and some half-dried blood stains leading out the door.

Rebecca's first reaction was pretty simple. ~Oh my gosh; Kit's been kidnapped. Why does it always have to be him.~ she thought with panic.

"Uhh... you better watch out Miss Cunningham; you could...."; Wildcat said in that usual voice of his.

"I KNOW THAT!" Rebecca screamed.

"Miss Cunningham; you have to calm down. You're not thinking straight...."

Rebecca started to calm down;" That makes two of us." She saw the metal frame and picked it up as Baloo started to enter the office.

"Where's Kit? Oh NO! He couldn't have....."; Baloo said with panic.

"Umm..... Baloo; Kit's hasn't been kidnapped. I'm almost sure of it."; Rebecca said as she looked at the broken glass photograph;" I think he ran off again."

" But why? Why does he continue to run away from his problems?"; Baloo countered.

"Baloo; I think its time I told you about a special person in my life." she said sadly.

"Becky, are you hiding something?" Baloo asked.

"Yes;" Rebecca said sadly;" And....it's my fault. I should've never yelled at him."

"Did you yell at Kit? What did he do wrong?" asked Baloo with his voice getting rougher.

"It's not Kit that I yelled at. It's my husband;" Rebecca said as she gave Baloo the photo of her and her husband Stephen.

"So; Button Nose does have a father. Rebecca; I think you should tell me about your husband;" Baloo said. Baloo many times before refer to Molly Cunningham as 'Button Nose'.

"I'll try"; Rebecca said as she carefully went to her desk and sat down. She took a long pause before finally giving a good glance into Baloo's widen eyes.

"Seven years ago...... I was in the city of Wenearjk; the 'City of Dreams' which was 100 miles south of Cape Suzette in the middle of Usland. I was reading on business and bookkeeping; when......." 

**** City of Dreams; Eight Years Ago ****

The city of Wenearjk was a beautiful city; despite not being as large as Cape Suzette. It was highly regarded as the "City of Dreams" due to its low crime rate and high rank of living. Wenearjk was and still is the home of the greatest place to learn about creating a business; a small college; which looked like castle out of midivial times; The Wenearjk School of Business. The whole city was built 400 years ago by the late Edgar Wenearjk; a king that was consider the kindest ruler in the world during his time. A fair ruler; who always knew how to conduct his business in a fair and diplomatic matter. He built the Wenearjk School of Business two years later and when he retired as ruler nearly six years after he built the college became a teacher. Business men and women were allowed into the college; and anyone who had the will to work hard were also admitted. Although business concepts have changed due to higher techonology; the basics of what Edgar modelled never changed at all.

The school had a huge fountain; with a craving of a statue with the likeness of Edgar Wenearjk; who had been re-craved every four years because of wear and tear from natural forces; showed signs of wear and tear today. Edgar was a tall; dark brown bear with green eyes, wearing a green robe, silver armor and golden boots. His smile was a closed mouth style; not bad for someone who was 30 years old when he built the school. His face looked somewhat like Joe Magee's face when he was young. The statue shined brightly in the light; right in the middle of the fountain.

However; to one female bear, that was the last thing she was thinking about.....

It was 12:15 PM; the sun was shining brightly and the students were outside in front of the castle-like building of Wenearjk School of Business; the birds were singing wonderfully; and the young adults were talking about their day at the wonderful school of business.... All but one .......

Rebecca; looking slightly younger and more beautiful than ever was sitting down on the fountain bowl-like edge. She wore the usual red turtle-neck sweater and purple pants; however she also wore a pink ribbon in her hair. She was overlooking her latest test which was passed back and sighed.

**I was really down in the dumps. My grades in business were fairly low; compared to most of my stundents. My parents were starting to get frustrated; not only because I was struggling as a student at the college; but also because I didn't really have any friends. That's why I can relate to Kit in several ways** she voiced over.

"I've tried just about everything to improve my grades;" she said in a low sad tone;" However; nothing has worked. Everything I worked so hard for has meant nothing....."

"Would you like some help?" a voice said nicely.

Rebecca turned to her left and saw a young 19-year old golden bear sit right beside her. He was wearing a checkered shirt with blue work pants. His face looked almost like Kit's expect for his nose; it looked more like Molly's. He was currently holding a black briefcase filled with his business work at the school. He smile was cheerly; and his hazelnut eyes shined brightly. Rebecca saw something in this golden bear; he looked very nice and sensetive.

"Well; I'm really do need some help with this;" Rebecca responsed sadly as she hands it to the golden bear;"I really don't understand some of these concepts."

** As he was looking at the latest test; I couldn't help it but notice that Stephen was looking at my paper was sharp; but very happy eyes. I had to ask him....**

"Who are you?" Rebecca asked firmly. The golden bear looked up and look right into Rebecca's young eyes.

"My name is Stephen Cunningham; what's yours?"; he asked nicely.

"Rebecca Pauldine; I've had a dream of owning my own business someday. Like my father; please to meet you;" Rebecca said proudly.

"I'm pleased to meet you too;" Stephen said keeping the same tone; "I think I know the problem is?"

"You do?"; she asked looking puzzled.

"Yes; Many people have fallen into this trap before with the wording of the question. It happens. Maybe later tonight at your house....... Did you say your dream is to own a business?" Stephen asked.

"Yes...." Rebecca stated.

"What kind of business does your father own?" Stephen asked.

"My father owns a cargo service just outside the city;" she responsed;" Why do you ask?"

"Well; Once I get out of college in a few years, I've also been thinking of being a pilot and owning a cargo service myself."

"Oh really?" Rebecca said quizzally.

"Would it be ok if I come to your house and help you with your problems?"

"I....I love to! I'm sure that my father would like to meet you;" Rebecca said cheerfully.

"Thank you; Miss Paladine. See you later at 4:15 PM;" Stephen said.

Stephen stood up; picked up his briefcase and ran up the stairs and into the building. The young female bear just stared cheerfully at him as other students started to go inside the building as well. Rebecca stood up and looked very happy.....

**This was just the start of a friendship that like Romvero and Julivan; it ends in tragedy.** Rebecca voiced.

The sence turned back to the present at Higher for Hire.....

"What do you mean?" Baloo asked Rebecca as her eye's looked down at the photograph on her desk.

"Baloo.... Kit's not the only one who's lost a loved one.."; she drifted.

  "What do you mean by Kit's not the only one?" Baloo demanded.

"Well;" Rebecca stated sadly ;"Times changed very quickly; my grades had improved four-fold since I was friends with Stephen. A year later; I graduted from the school of business and at first became my father's advisor. Stephen was our star pilot and he really shows the qualties that Kit showed. A very trustworthy young man to say the least."

"I had no idea;" Baloo said firmly; resting his hand on his boss' shoulder.

"My father felt that Stephen and I would make a great couple; and Stephen wanted to marry me anyway. So I accepted his hand in marriage in Saint Peterdora six months later."

"I see."; Baloo said looking more and more interested.

"I still worked on the business with my father after the wedding and about a year after that; we gave birth to Molly Cunningham. Our first and only child." Rebecca said happily.

"So all was well;" Baloo said getting more and more interested;" But you still haven't answered the question: what...do...you mean by..... Kit's not the only one?"

"I'm getting to that!"; Rebecca said with some faux anger;" When Molly was four; the unthinkable happened. I mean all was well during our four years of marriage; until one day. Me and Stephen got into a heated arguement about how my father should run the business; and Stephen decided to leave the business in order to clear his head. When he walked out that door and said 'I'm going out for awhile.' That would be the last time I'd see him alive." Rebecca started to shed tears and she put her head on the desk and sobbed quietly. Baloo came over to comfort her.

Rebecca looked up at Baloo's eyes;" The Air Pirates....... KILLED MY HUSBAND!"; she screamed angerly while crying at the same time;" Someone stabbed him right in the heart."

Baloo muttered;" First The Skywinds family; then Kit's parents; now your husband! When will this madness end?"

"I don't know;" Rebecca wailed;" I feel that if I haven't yelled at my husband; none of this would've happened. They found his body two days later in the ocean with a huge stab wound near his heart.....Oh Baloo..." Rebecca put her face down on the desk and continue to sob quietly.

"I'm sorry for your loss; Miss Cunningham"; a voice said sadly. But it wasn't Baloo's.

Baloo turned around; "Sara?"

A cheeath wearing blue pants and a yellow shirt appeared inside the office. It was Sara Mandate; the mother of Ernie Mandate. Ernie was a huge friend of Kit and co-leader of a secret club known as the Jungle Aces Secret Midnight Club. Rebecca raised her head up and sees Sara apporching forward.

"It's not your fault Sara;" Rebecca said ; finally starting to wipe the tears from her eyes;" I just never had the guts to tell anyone about it; not even Molly."

"But why?" Baloo asked.

"Because I felt that it would break her heart. I know my father's heart was broken when he heard the news"; Rebecca sighed;" I decided to live on and persue my dream of owning my own business. I did it for my husband; he would proably have wanted it that way. Nine months later, I met you Baloo..... and Kit too......"

"Uh oh!"; Baloo said, stopping Rebecca in mid-stream;" This is big trouble..."

"What do you mean?" Sara asked sharply.

"Ummm; Rebecca, Sara...... Nine months before you met Kit; he *was* an Air Pirate at that time. Do you think that...."

"BALOO HOW DARE YOU THINK THAT KIT KILLED MY HUSBAND?"; Rebecca screamed;" I......don't believe it at all! Kit has more compassion then that!" Rebecca calms down quite a bit; panting. She never was this angry in her life....

"Miss Cunningham; I don't think Baloo said that Kit actually killed your husband. I think it was more like maybe Kit knows something about this. I know one thing's certain." Sara said firmly.

"What's that?" Baloo and Rebecca said at the same time.

"That poor boy's heart must be completely shattered;" Sara said.

"What do you mean by that?" Baloo asked in a demanding way.

"Well; I was returning from a function when I saw Kit running up the sidewalk crying and screaming 'WHY ME?, WHY ME?'. I tried to stop him; but he just pushed me aside. I noticed that something was really wrong when there were bloodstains on the sidewalk. And...."

Before Sara could finish; Rebecca stands up; carefully walks around the broken glass and walks out of the office towards WildCat. Her face had a look of determination to the likes like nothing else before.

"WildCat; could you find a broom and dustpan and clean up that mess."; Rebecca then looked straight at Baloo;" Baloo, Sara I want you to stay here; I have some business with a certain kid who really needs me now."

"But; wait Beckey;" Baloo complained;" You don't know where that kid has gone."

"I know where that road leads to." she said;" Baloo; I have got to find him."

"But why?" Baloo asked.

"BECAUSE I LOVE HIM YOU IDIOT!"; Rebecca yelled; her face seemed ready to explode;"WHY DON'T KNOW YOU REALIZE THAT!" She then turned around and started to walk in the same direction that Kit took. ~Don't worry Kit. Mommabear's coming to help you.~ she thought with determination.

"What got into her?" Baloo asked to Sara.

"I think I know.... Its crazy; I believe that she thinks Kit's her son. That's the love of a mother Baloo. It is hard to understand for a man because his duties are very different."

"Look Sara; I'm going to follow her no matter what you say or what she said. Kit's my very best friend and I don't want to see him get hurt anymore. Not by anyone!" Baloo walked out of the office and started to follow her.

"Wait for me!" Sara said in hot pursuit.

WildCat decided not to follow them.....at least he could follow orders. He went to his workshop where his broom and dustpan were.

The end of the road led to a huge cliff which looked out at the sky above. Some people went there to watch the sun set beautifully while thinking about the real goal in a person's life: the celebration of life and love.

It was 9:00 PM now; and Rebecca was near the base of that cliff. Rebecca had thoughts racing through her mind. ~I hope Kit hasn't done what I think he is doing.~ Rebecca couldn't put out of her mind that Kit might in fact kill himself. ~What if Baloo's right? Even so; I cannot accuse him of murder until there is proof that he killed him.~ she thought. Rebecca knew that she had to stay calm and not let her emotions run wild on her. She knew that Kit Cloudkicker is a very stubborn young man and if she makes the big mistake by yelling and accusing him of something that he clearly didn't do and Kit would run away again. And this time it might be for good......

The huge cliff had on top of it a grey, rusted out plane that crashed on the hill more than 15 years ago. It was strange enough that most of the plane was left intact; you could get inside the plane as you normally do with the SeaDuck. It was a Conwing L-10; a smaller version of the Conwing L-16 classic that Baloo usually flies. Kit and Baloo always came here to reflect on the gift of flying and at one time; Kit Cloudkicker was very upset over the fact that he wasn't given any credit for his heroics. Rebecca wasn't here to see the sencery; as she heard someone sobbing loudly and a male kid's voice beckons.

"GO AWAY!!" he screamed.

Rebecca listened to the scream; it was unmistakable... Kit Cloudkicker.

~He didn't commit suicide; thank goodness!~ Rebecca thought to herself. She found the entrance to the plane and went inside.

Inside the grey Conwing L-10 was hollow and looked more like the insides of a cleaned out fish. There was really nothing inside expect for some bucket seats at the front of the plane and a chest which usually contains the first-aid kit. Rebecca looked towards the front of the plane and saw Kit's red/blue baseball cap on the floor; between two seats. She walked foward until she was near the hat; leaned down and picked it up and then took a quick glance to her right....

There she saw a young bearcub with a green sweater was sitting on the far right bucket seat with his hands covering his face and his was sobbing loudly. His right leg propped up standing on the seat while his left leg lied limp on the air. Rebecca then saw the cut on the bottom of his left foot; which was still bleeding slowly: ~Why? Kit's never cried like this before.~ she thought sliently. Rebecca sat down on the second bucket seat next to him and waited for a good long while before finally saying something.

"Kit?" she asked with a sweet tone while thinking about choosing her words carefully.

Kit finally uncovered his hands and saw Rebecca for the first time since she left him more than an hour ago.

"Miz Cunningham?"; Kit asked in a very sad tone; tears coming down his cheeks.

"Kit; What has gotten into you? I never seen you like this before"; Rebecca said firmly but very gently as well.

"How could I've been so foolish? I'm ashamed of myself..." Kit cried out.

"What are you talking about Kit? I don't understand." Rebecca asked.

Kit knew that there was no escape from her. She wasn't going to leave her until he told her why he was upset; no matter what.

"I saw something in your office that I should not have seen"; Kit said.

"You must mean that photograph of my husband. Kit; I forgive you for breaking the frame."

"It's not that!" Kit said as tears continued to run down his cheeks non-stop.

"Then what is it? Why are you ashamed?"; she asked gently. Kit started to close his eyes and looked down at the control panel of the rusted plane. Kit could no longer stand being questioned anymore; he started gritting his teeth.

"Kit? Are you...."; Rebecca asked. But before she could finish; Kit opened and looked at her with an uncontrollable fit of rage and sadness.

"THANKS TO ME; YOUR HUSBAND'S DEAD!! YOU HAPPY NOW!?"; he screamed with compassion in his voice. Then he rolled himself into a ball and buried his face between his legs. Rebecca was in shock and in complete disbelief. ~Kit killed my husband? I DON'T BELIEVE THAT.~ she thought.

Rebecca started to have a tear form in her eye;" Oh Kit?! What have the Air Pirates done to you?" she said quietly and sadly;"I don't believe that you killed Stephen." And why didn't she? Well; Kit had a lot of compassion behind his voice. Kit looked up at her with huge tears forming in both eyes.

"Come here Kit"; she said offering him to sit in her lap.

Normally Kit would never trust anyone that easily; but since his heart was broken up so much that he figured that he had nothing to live for and nothing to lose by accepting her offer. He stood up; walked a short distance to where Miss Cunningham was sitting and gently sat down between her legs; on the edge of the bucket seat. Rebecca then put her arms around him and kissed Kit on the edge of his right ear.

"Kit; I wanted to tell you this for a long time. I never thought of you as an employee at all...I.. never thought of you as a friend....." Rebecca was in tears now;" I _always_ thought of you as.....a son.... to me." Kit turned around and saw Rebecca in tears and quickly realized that he had hurt her again. When Kit turned around; Rebecca places her hands on his face and looked at him;" Kit.......I LOVE YOU!" That was all she could say. Kit couldn't believe his ears.

"Miz. Cunningham?" asked Kit sadly. He had finally stopped crying;" I didn't stab your husband. I'm sorry for hurting you..." Rebecca was surprised and was breathing a sigh of relief to hear Kit say that.

"It's ok Kit...I knew you had more compassion then that Kit;" Rebecca said with a faux smile;" But why are you blaming yourself for his death?"

"Because I couldn't save him! That's why!" Kit said and he turned away from Rebecca and looked into the night sky with tears reforming in his eyes.

"Kit; why don't you...... tell me what happened."; Rebecca asked nicely and with interest;" You don't have to look at me if you feel uncomfortable..."

Kit felt he had nothing to lose now;" If it would make you feel better; I'll tell you."

"Thanks Kit. Just take it nice and slow; I have all night."

"Don't we have one more shipment of goods left to deliever?"; Kit asked sadly.

"Kit; the man called at my apartment about 15 minutes before I met Baloo and the last shipment of goods has been delayed until torrorow. So; don't worry about it."

"Thanks; Miz Cunningham." Kit said quietly. Almost inauible.

Kit looked into the night sky and started to reflect on that day of unspeakable horror. He started to wipe the tears from his eyes and tried to get into his "tough-guy" stance. However; he never did this in front of Miss Cunningham before.

"It all started about nine months before I met you and Baloo...." Kit started off...

*** The Iron Vulture - 27 Months ago ***

The Iron Vulture was considered by many members of justice as a symbol of the Sky Pirates: "The Masters of Terror". The Sky Pirates were a powerful group that not only stole everything; they ruin the lives of many that the victims encounter. They are led by the largest terror of them all. To some; he is an orange wolf; to others he is an orange fox and other still believe that he is actually a combination of the two. Even if that was up to debate; one thing is clear: he's far from being a humane guy. Wearing a suit that reminds people of the Neopoleon times and black boots; he was known by all as Don Karnage. (His last name is accented to sound like Carnage which means chaos and destruction.) Very few have lived to tell the tale of the unspeakable horror within this huge airship.

The ship contained at least 100 pirates and they all (expect for Don Karnage of course.); are homeless; ruthless; mindless and curel. They basically had no soul.....

......Expect one; and he was oh so young. Kit Cloudkicker; for he would cause an event that would ultimatly cause the end of the Air Pirates the way it was known to all........

  ......This is the story.......

Kit was walking about in the Iron Vulture looking for pirates who would be interested in teaching him how to fly....~No luck. As usual.~ he thought impatiently. Kit was actually walking near the brig where Don Karnage keeps his prisoners. Suddenly he bumped into a large, fat dog who wore a black top hat and was carrying a musket-like gun. Kit looked up.

"Hei; Captan Karnage wants ta see ya"; said the Swedish voice.

"Hiya Dumptruck!" said Kit happily which sounded more false than usual. Kit was starting to get sick and tired of having no luck finding someone to teach him how to fly. ~At least Don hasn't completely ignored me.~ he thought.

"So what does the captain want from me anyway;" Kit asked with interest.

"Ai yis;" Dumptruck said;" Thee captan wants ya in cell number seven right now. Mad Dog should also be there." Kit felt something was afoot here. ~It can't be about flying. It's pretty stupid to hold a flying lesson in the brig.~ he thought. ~It must be something really personal.~

"But why Dumptruck? Why would he call *me* now after three months. He hasn't spoke to me ever since I joined.."; he asked sharply.

"That's a surprise and Karnage doesn't like his orders questioned"; Dumptruck said with the musket pointed at Kit's face. Kit decided it was no good to argue right now. Besides; he had a huge degree of interest to know what Karnage would want.

"Alright;"Kit said and he starts to walk towards the direction of the entrance into the brig. Dumptruck followed behind. Kit's mind started to wonder; ~Why would Karnage ask me; his protege, to come to the brig.~ he thought. He kept walking until he saw a brown jackal wearing goggles guarding the entrance to the dangerous brig.

"Well; what'ya want? I haven't got all day;" the jackal complained loudly. While that was going on; Kit started to hear blood-curdling screams inside.

"What was that, Mad Dog?" Kit asked sharply.

"Oh that's just the captain attending to some....heh heh....unfinished business"; Mad Dog said in response.

"Ohhhhh!"; Kit said with a cocky look on his face. He had no idea what he was about to see.

"Cell number 7; on your left.......Oh by the way; that'll be 10 gold pieces please!"

"You know that I don't have any money on me." Kit said looking pretty annoyed as he walked beyond the entrance into the brig with Dumptruck.

Mad Dog began to laugh;" Just kidding." he called out and started to follow them into

the brig. The scream continued to get louder and louder......

Kit was finally starting to look at Rebecca and she saw the tears in his eyes. Rebecca looked at Kit with a weak smile; to reassure him that no one was going to hurt him. Kit turned back to the night sky and began to speak again while wiping the tears from his eyes again.

"Just continue Kit;" she said; still holding her weak smile;" Nice.....and....slow."

"When I was an Air Pirate; there was a strict code that states without expection that a pirate could only steal or rob from their victims; but not attempt to kill them. That's what Don Karnage told me the day I joined the pirates." Kit said sadly, making no attempt to look at his boss, not that Rebecca cared about that at this point of time;" However; I soon realized that codes were meant to be broken....."

 ***

The walk seemed like forever; however, they were finally in cell number 7. The screams of a male bekons; screaming "STOP!, STOP!". To Kit Cloudkicker; who by the way was proably the only person on board the Iron Vulture with a mind and a conscience, was starting to get real suspious.

"OKAY; YOU WIN!! I GIVE UP! I'LL GIVE YOU THE SECRETS THAT YOU WANT!"; the voice screamed at the top of his lungs. Kit was starting to hate this *surprise*; and he had to know what Karnage wanted him for. He stopped walking and looked right up at Mad Dog.

"Whyda stop?" Mad Dog asked with annoyance in his voice. He didn't like it when things do not go *his* way.

"First answer my question: What in flaming cat tails is going on?" Kit asked.

"Like Dumptruck said;" Mad Dog exclaimed;"It's a surprise and the captain doesn't want his orders questioned; understand." Mad Dog was nose-to-nose with Kit and flashed an evil look to his kisser. Kit did nothing but let out one small gulp.

"Now; get inside;" ordered Dumptruck as he gave Kit a forceful nudge.

"Alright; quit shoving me!" Kit said looking annoyed. ~Well; here goes nothing.~ he thought.

Kit finally walked into cell number seven with Dumptruck and Mad Dog. The cell measured 30' by 50' by 10' and only the sun coming out of the window was bringing light into the cell. Inside; there was Don Karnage wielding a huge whip; along with Rarchet; Gibber; Hacksaw; Hal; and Sadie. To Don Karnage's left stood a golden male bear chained up with steel. He was in his mid 20's and was wearing a brown leather bomber jacket with a gold accent around the midsection in the shape of a bird: an eagle. He also wore a yellow scarf and a blue-leather hat with a pilot badge on top. ~A cargo pilot.~ Kit thought. But the biggest shock was that there were red marks all around his face (which looked excatly like Kit's face; only slightly older) and red marks on his legs and the top of his feet. One of the red marks on his face looked like he was actually bleeding. Kit also noticed that the pilot was groaning; he had been beaten to a vritual plup. ~What have they done to him?~ he thought very bitterly.

"Ah..... my little one self's protege is here to get very big surprise from the handsome and amazing pirate..." Don Karnage was then interrupted by the golden bear pilot.

"Don Tarnage!" he exclaimed with a mock. The voice sounded like Kit's.

Don Karnage always hated having someone "upstage" him; so he took his whip and with a huge lash stuck the pilot twice with the whip end of the leather whip. The strike causes the pilot to whince loudly...."OUCH!!" he screamed. Kit ran towards Don Karnage and looked very concerned.

"IT IS KARNAGE; Don Karnage. It's the accent thing on the K...." Karnage yelled with a passion and slapped the young pilot in the face. Kit noticed that this pilot had the spunk; almost like he did at one time before Kit met Don Karnage.

"What are you doing?" he asked with compassion. Karnage turned around and looked at the boy with such glee and his trademark high-pitched giggle.....like he was ignoring him.

"Ah.... My little protege is very excited about his tiny bit-surprise; yesno?" he asked.

"Ummm. I guess so." Kit said with a puzzled look on his face.

"Only you would stoop to the low of using children for your crime wave; ya stinkin coward! I'm Stephen; and I don't......"; before Stephen could finish; the prince of pirates slapped the chained up pilot in the face again.

"Ya Shut you're sharp little tongue; or I'll nickle it off."; Don Karnage said in rage. Kit looked more puzzled because he had no idea what Karnage meant by that statement. Don then turned around and looked at Kit. Kit glanced quickly at Stephen;~He doesn't deserve this!" Kit thought ~What does Karnage want from me.~ Kit then looked at Don Karnage; Don was gleeful once again; looking very proud of himself. ~How can he be so proud? Whipping a helpless man.~ Kit thought.

"Where was I before I was interuptted by that sharp-tongued so-called gold pilot?"; Karnage said gleefully;" Ah; yes, the big surprise."

"Why don't ya just kill me and get it over with!" Stephen said impatiently;" You got what you wanted!"

Don Karnage continued with a high pitch giggle;" That is the big surprise; for that I will not be the one skinning your miserable one self's hide." he looked squarely at Kit with a huge degree of glee;" I; Don Karnage......which is me"; he looked nose-to-nose with Stephen;"... will not rob my little protege of that pleasure!". After that; Don Karnage started his evil laugh again.

"What?!" Kit yelled out. He couldn't believe it; the prince of pirates appointed him to be the killer for this senseless act. A big moment was about to arise: Kit either kills Stephen or Kit doesn't....

Don Karnage handed Kit a small dagger;" Here my little future prince! Do my handsome one's self proud and stab him in his miserable heart!"

Kit first glanced at Don Karnage and then he turned 90 degrees to face the chained-up Stephen; who was about 15 feet away. Kit raised the dagger with pointed end up and looked right into Stephen's face. Just before he could move forward; something, that will proably never be fully explained caused Kit to be totally paralized. Thoughts raced through his mind about what he was about to do. Something about this man made his forehead sweat with warm water and even his own teeth began to grind. What made this so uncanny is that Kit didn't even try to fight it; like he always had it and it was finally starting to affect him. Stephen looked at Kit and even though he didn't smile (prehaps because he was beaten up so badly); he knew at this boy wasn't a killer. Kit finally shouted out something that broke the slience.....

"I CAN'T DO IT! IT'S NOT RIGHT!" he screamed loudly. No one; not even Stephen could explain this let alone believe it.... Don Karnage was very angry now. Kit dropped the small dagger and it hit the steel floor with a thud and Kit turned his back on everyone; including his boss; Don Karnage.

"WHAT IS THIS? WHY?" Don Karnage said; face flushed with anger.

"I can't do it because it is againest the pirate code..... No one is allowed to kill anyone; no matter what, rich or poor." Kit said firmly and with a tough type of bravado that even he didn't feel.

"WHAT PIRATE CODE?" Don said as he picked up the dropped dagger;"I NEVER MADE SUCH A PROMISE ABOUT THAT CODE; You little flea." Don was now looking at Kit; nearly total rage.

"YOU LIED TO ME! JUST LIKE EVERYONE ELSE!"; Kit yelled straight into Don Karnage's face.

Don Karnage was fed up and completely out of line. This was the first time he was ever stood up by a member of his own kind.

"I should have known- NEVER GIVE THIS JOB TO A STUPID KID!" Don Karnage said as he turned around and faced Stephen with determination; dagger in hand.

"You've lost Karnage;" Stephen said;" That child now knows the truth about you. He was never in your mind control!"

"ENOUGH!!" ; Don Karnage screamed loudly, enough to cause the entire Air Pirate squad to come back from their senses. He took the dagger and raised it up; getting ready to strike while maintaining a flash of blazing fire in his eye. A sign of him losing control..... Kit turned around to see Don who was within 5 feet of Stephen's flesh. Once again; that uncanny feeling surrounded Kit again and for no reason other than pure emotion, the young bearcub ran and jumped on Don's back causing the dagger the fall; just missing Stephen by inches and landing voliently on the floor at just about the same time that both the bearcub and the captain fell down as well; with Don on his midsection and Kit putting a weak chinlock on him.

"SEIZE HIM! SEIZE HIM! HE'S LOST CONTROL!" Don screamed as the boy continued to attempt to stop Don from commiting this senseless act.

"I WON'T LET YOU HURT HIM! EVER! NEVER! EVER!" Kit screamed back. Although he didn't know it; but that was the first time in his young life that he ever show this much compassion for an adult. An adult he never knew at all other than the fact that he never deserved a beating. Kit's victory over Karnage would in the end become hollow because just after his screams; Rarchet, Mad Dog, Dumptruck, Gibber, Hal, Hacksaw and Sadie all managed to pull Kit off of the captain and each grabbed a body part of Kit (to prevent Kit from moving since he was according to Don; a very spunky little brat.) and managed to force Kit down on his midsection with Dumptruck holding up Kit's head forcing him to watch the unthinkable.

Karnage picked up the dagger; and first pointed the dagger at Kit's nose.

"YOU MISERABLE BRAT! NOBODY CROSSES ME!" he screamed as he turn around and pointed the dagger at Stephen.

"AND GETS AWAY WITH IT! DEAD FOR A DUCAN: DEAD!"

"Noooooooo....." Kit yelled out as he closed as eyes and continued to struggle; hoping for a miracle: none would occur.

The last thing Kit heard was a blood-crudling scream.......

It was the worst moment of his life....

......Inside the cockpit of the rusty plane and it was beginning to drizzle lightly; but those raindrops were not as big as a young bearcub trying to explain what happened to a friend's closest relative.

"I've never been able to live this down." Kit cried out as his face was buried againest Rebecca's sweater and Rebecca had fully embraced him. Rebecca had tears in her eyes as well; sad for the way her husband died and sad for Kit as well: for he tried in all his power to save him. The first thing that went into her mind was 18 months ago; when Rebecca and Molly were kidnapped by Don Karnage to be used as ransom to regain a powerful crystal that would complete a deadly weapon. Rebecca remember how Kit pretended to betray Baloo and her as well. Even though she knew almost from the beginning that Kit was playing a trick on Don Karnage; she never really knew why he did what he did.... Now she had a pretty good idea.

"Now I understand why you pretended to betray Baloo and me back when Don had plans to destory the city 18 months ago; you didn't want to see me end up like my husband?" Rebecca asked.

"Yes; that was it. That's the reason why I left the Air Pirates...." Kit couldn't say anymore and his weeping got louder.

"Oh Kit, it's alright. You are one brave young man"; Rebecca said quietly and gently.

Kit didn't even look up;" How can I be? Your husband's dead and I couldn't save him." Kit said; the word muffled a bit since he was talking with his face planted againest Rebecca's sweater.

"Kit; It takes a real man to stand up againest a squad of cowards and say that killing someone is wrong and then trying to prevent the act from occuring. You put your own life on the line to save someone who didn't deserve it. That's pure bravery and that's also what ture heroism is about." Rebecca said; trying to hold back her tears.

"Besides;" Rebecca added;" It was six againest one; anyway. You really didn't have a chance to save him."

Kit looked up at Rebecca and glanced glassy-eyed;"Does this mean....you forgive me?"

"Yes...always"; Rebecca responsed.

"Why do you love me so much... considering that I'm *no* angel?"; Kit asked.

"You... remind me of my husband;" Rebecca admitted with a gentle tone;" He had courage; love; toughness; pride and he was as stubborn as a mule. That's why I loved you so much."

Kit giggled for the first time;" How did you guess?"

Rebecca giggled softly;" Anyone who can last 15 minutes being tickled by ten of your best friends should be considered stubborn as a mule."

"Thanks for reminding me of Ernie;" Kit answered back.

"No problem;" Rebecca said giggling.

Kit turned around to the dark sky; looking at the drizzle falling and hearing footsteps coming near the rusted-out grey plane.

"Still; that was nothing compared to what happened to me that day after Stephen was senselessly murdered." Kit said sadly. There were no tears this time; it seemed that Kit had completely run out of reasons to cry. Rebecca looked at Kit sharply for the first time since finding him.

"Come again?" Rebecca said.

"I'm sorry if I'm thinking about myself..." Kit started; but Rebecca stopped him. She had enough of Kit feeling this way.

"Please stop feeling sorry for everything that isn't your fault;" Rebecca said firmly;" It's alright Kit; I would love to know about what happened to you after that horriable ordeal. I'm just a little surprised that this story wasn't over..."

Kit looked down at his feet and a tear finally formed in his eye;" It isn't over; not by a longshot. The Air Pirates proved that they could stoop to the level of killing their own kind........"

*** The Iron Vulture; 27 months ago; seconds after the stabbing of Stephen ***

Stephen Cunningham's eyes closed shut the last time and his heart basically stilled. He managed to take one weak glance at the befallen Kit before his heart completely shut down for good. His body slumped down with his head tilted down as well. Don Karnage checked his pulse and gave a high-pitched giggle at the tied-up Kit. "The miserable pilot is dead."

"HOW COULD YOU!"; Kit screamed loudy and compassionly.

"Sadie; Hacksaw:Take that cocky good-for-nothing hide away and throw him over the edge of the Iron Vulture"; Don Karnage ordered.

Hacksaw and Sadie stopped concerating on holding Kit down and unchained the body of Stephen; who had a huge hole in his leather jacket, the area completely covered in blood. With considerable effort; they took Stephen and walked him out of cell number 7 for in Don's demented mind a proper disposal of the stabbed body.

The rest of the pirates set Kit back on his feet while Dumptruck and Mad Dog wrestled Kit's arms behind his back. Don Karnage finally looked at the traitor; with rage in his eyes that would strike fear into a normal person. But Kit was hardly normal....

"I CANNOT BELIEVE THIS! I GIVE YOU THE GREATEST MOMENT IN YOUR UNIMPORTANT LIFE AND THIS IS THE THANKS I GET! YOU....YOU!" Don Karnage ran out of thoughts to lower Kit's self-esteem.

"WHY DID YOU GO AGAINEST YOUR OWN CODE?" Kit asked loudly.

Don Karnage was even more fed up with his protege then the stubborn prisoner he recently tormented. He looked at Kit; and with two perfect motions; left-jabbed Kit in the stomach; causing Kit to scream in pain. Then with his right hand punched Kit right on his jaw, knocking the young bearcub out and for good measure; Mad Dog and Dumptruck threw Kit down flat on his face on the steel floor of the unforgiving Iron Vulture.

"Because I can!" Don Karnage said as he finally calmed down to just being slightly demented.

"Do you want us to throw him overboard; Captain?" Mad Dog asked.

"No; Chain him up....by his ears...... and beat that poor miserable excuse of a protege up for an hour or two;" Don Karnage ordered. That surprised Don's 'second-in-command'.

"Whatya want him to live, boss?"; Mad Dog asked again.

"I'll make my absolute master plan known to your tiny-little pea minds. My protege will someday become the prince of pirates and take over as Captain of my band. Although the plan has not worked the way I liked it to work; he is my only hope of continuing the run to plunder and kill anyone who get in our way. Remember; we are not robbers, we are....PIRATES!!"

Don Karnage left cell number seven in order to write in his dairy about the events of a day that would haunt his protege for the rest of his life.....

***

"Miss Cunningham..... they tied me by the ears and beat me to a vitrual pulp as punishment for my compassion"; Kit stated as tears reformed in his eyes.

"OH MY GOSH...... I CANNOT BELIEVE THIS!"; said a thundering roar of a voice that sounded so familiar.

What's going to happen next?

Poppa Bear?" Kit said quietly and sadly. As he said that Rebecca turned around on the bucket seats stroking the back of Kit's ears; causing Kit to giggle softly. Baloo and Sara had indeed followed Rebecca againest her orders. Baloo sat down opposite to where Rebecca and Kit were sitting while Sara sat beside him. Rebecca was looking sharply at the two; but didn't look angry.

"I thought I told you to stay in the office and not follow me?" Rebecca asked firmly; but her firmness was unstable at best.

"Listen lady; I couldn't stand around and worry about my best friend!" Baloo growled out in his defense.

"Baloo; I'm too emotionally drained to yell at you. Did you...?"; Rebecca asked.

"Yes; Miss Cunningham" Sara spoke out;" We heard every word; I'm sorry for your loss of both your husband and your navigator's having to watch something horrible."

"Sara?"; Kit began softly but firmly as well;" I was scared that Miss Cunningham would take this the wrong way and...." Rebecca held her hand up to Kit as a motion for him to stop talking.

"Kit; I would like you to make a promise for me."; Rebecca said sharply.

"What promise would you like me to keep?" Kit asked looking puzzled.

"I want you to promise me that you will go on with life *without* guilt.... and stop feeling sorry for yourself. Kit... I don't want to see you get hurt again. Promise?" Rebecca asked.

"Yes; I promise. For you and for our friendship..." Kit said softly and he embraced his employer making for a great big hug. But just as soon as Kit repositioned himself on the bucket seats; Rebecca started tickling Kit behind the ears creating a completed vow that the promise would be kept. Kit started to giggle wildly this time.

"You've been hurt enough already...." Rebecca spoke quietly.

"Rebecca?! Stop that! You know that I'm tickish." Kit said giggling while looking at Baloo. Baloo began to laugh along with Sara; who was covering her mouth to hold back her giggles.

"Kit; you left yourself wide open for that. You know that you're the most ticklish kid in Cape Suzette." Baloo chuckled.

"Don't worry Baloo.....I can...take it." Kit giggled out.

"Typical Kit Cloudkicker: never afraid of anything!" Rebecca said with a cocky tone as she stopped tickling behind the bearcub's ears.

"I'm ready to finish the story about my decision to leave the Air Pirates." Kit said as he looked up at Rebecca. Kit then looked at Sara and Baloo; with their eyes opened wide.

"How did you ever trust adults again?" Baloo asked;" I mean after what Don Karnage did to ya; why didn't you dump me back there when we had our first arguement?"

"Poppa Bear; you remind me of the only friend that I could 100% trust before I met you. However; I learned that I was used by Karnage. At least; that's what Don thought......"

**** The Iron Vulture; 12 hours after the death of Stephen ****

Kit started to stir nearly hours after the death occured and opened his eyes with great diffculty. He was sleeping in a single bunk bed covered with white sheets. Kit noticed by then that he couldn't even move; he was hurt so badly that he couldn't move a muscle. ~What did they do to me? Why?~ he thought.

"OUCH!" Kit screamed out. The screams managed to cause footsteps and a pirate to come into the pirate's room. He was a green frog with red and blue stripes; who wore a uniform similar to Don Karnage; expect it was less decorated and was red and green. He wore grey pants; but no boots. Kit had never seen this pirate before; even though he had seen Kit many times. The frog was also a master swordsman like Don Karnage; but with heavier weapons such as the Boardsword. He saw Kit was full of bruises and the beating that the pirates gave him even gave Kit two black eyes. But the most digusting thing that the pirates did was when they hung Kit by his furry little ears. They were streched out by at least an inch or so and showing red strain marks near the area where his ears were tied. The frog simply grabbed a chair; put it down next to Kit's bedrest and sat in it; taking the back of his hand and rubbing Kit's hair.

"Mon anime..." the frog said. Kit couldn't understand what he was saying; however, he did sound very gentle. ~That's a first!~ Kit thought.

"Excuse me; I don't understand you..."; Kit said sharply before the frog stopped him.

"Oh, Sorry! Please forgive me. I do speak French much better than English." the frog responded.

"Who are you anyway? and why am I here?"; Kit asked, not convinced.

"Kanreaux Pierre-Boussard; but you can call me Kanre. I usually work as a doctor per se"; Kanreaux answered;" I found you in the brig after hearing about the pirates bragging about beating you up within an inch of your life."

"What?!"; Kit screamed as another dose of pain and suffering shreiked out of him.

"Please be careful my friend; I see that you're still hurt very badly. Just rest."; Kanre told Kit as he tried to lower Kit's head gently onto the white pillow. Kit tried to shake Kanreaux off.

"WHY ARE YOU HELPING ME? WHY DON'T YA JUST KILL ME?" Kit screamed out; still feeling the effects of his painful ears.

"Easy;" Kanreaux said calmy trying to convince Kit to lower his head onto the pillow;" Because I show something back there.....that I liked. You made Karnage look like a joke. It is because that you are the very first person to ever stand up to him like you did!" The frog looked proud of Kit's selfless act; but then again Kit was the hardest person to impress.

"WHAT DO YOU MEAN BY THAT?" Kit yelled. Karneaux knew that Kit was in a lot of pain from the beating.

"I've got a confession to make.... You're not the only one who has seen atrocities put on by Don Karnage. He's done it to nearly every Air Pirate like it's his version of mind control. Most of the pirates on here are pretty stupid.... expect you and me."

Kit finally started to calm down from the pain he was suffering and figured it was better to take Kanre's advice and finally laid his head softly againest a pillow and tears of pain came down from his cheeks.

"Why did Karnage leave me alive? Why didn't he kill me;" Kit asked sliently.

"Kit.... When you joined the Air Pirates; you remember that Karnage promised teach you how to fly; right away?" Kanreaux asked sharply at Kit.

"Yes, I did remember that;" Kit said;" And so far.... I've been ignored expect for today. But I don't understand."

"My young man.....;" Kanreaux started;" Karnage usually never accepts a child onto the Iron Vulture unless he was planning to create a long-term sucessor to this throne as the Prince of Pirates; so to speak. He knew you were too young to actually fly."

" You mean that.... Karnage was just using me; just to extend his own greed?"

"That's pretty much it. He wanted to model you into a perfect pirate so that he could retire and you would be the next 'Prince of Pirates'." Kanreaux said shaking his head.

"Kanre; I trust you now..... You do have goodness in your soul; but I feel that you know more than what you're telling me."; Kit said sharply; although that was weak.

"Well; I have a personal reason for helping you..... well; about nine years ago when I was a rookie; by pirate standards, Don Karnage attacked a cargo plane about 20 miles south of Gasderon, known as the 'Time City'." Kanreaux looked down seemly sad about the tragic events that occured that day;" He blasted one of the wings; causing the plane to completely tip onto one side. It was the door side and a baby bearcub in a basket fell out of the plane."

" I cannot believe this..... Pirates killing others againest the code!" Kit yelled out.

" I managed to save the young child; but I knew that he was too young to even stay here. Don Karnage ordered me to dispose of the baby. So I dressed up as a monk; went to the orphanage in Wesdon and told the women at the desk that this was the baby that survived the awful plane crash a few days ago. I was touted a hero; but no one knew who I was nor that I was a pirate."

"I see"; Kit said.

"There are one more thing that I noticed: Inside the basket was a boomerang-shaped piece of metal; interlocked in place. It opens up with the push of a button or a good flick or the wrist and had writing on it saying: To Kit with love; from Mom and Dad......Wait a minute!! YOU ARE THE ONE I SAVED!"

"How can you be so sure?" Kit asked; eyes opening wide.

Kanre went to the cabient; opened and took the piece of metal board and showed it to Kit.

"That is mine"; Kit said with approval;" I had it with me when I was in the orphanage and I took with me when I ran away." Kit looked as Kanreaux showed him the writing on the airfoil; although it was faded, it was still dark enough to read it:

To Kit with love; from Mom and Dad

"Kanre; I.....would like....to thank you....for....saving my life." Kit said quietly;" You're clearly not like any other pirate I know."

"You're welcome mon anime;" Kanreaux said as he looked at the slightly puzzled Kit;"That's french for 'my friend'." Kit blushed as some sort of embrassement.

There was also some additionial writing on the airfoil that Kit actually saw.

"I wonder....."; Kit and Kanreaux nodded at the same time.

You have one major advantage over the other pilots.....

***

".....is that unlike them who have to stay in their cockpits and fly the plane.... you can go outside; let the wind whip through your hair and touch each cloud like you own it........The Art of Cloudsurfing"; Kit said as he stared lukewarm at Baloo and Sara.

"Kit; why did Karnage kill your parents?"; asked Baloo.

"I don't know why; but I do know this; I never forgave Karnage for that and I never will."; Kit said angerly.

"Serves him right!" Rebecca shouted with determination. Kit nodded with approval.

"That's why you were so angry at me when I questioned you about your father." said Baloo.

"Yes; that was it." Kit said as he stared at Baloo;"Anyway; Kanre offered to help me to train in an attempt to escape from the Air Pirates; however, without money to support myself, I knew I couldn't survive for very long. One of the things that he noticed about me was my keen sense of direction. Although he said I was too young to fly right now; he did say that navigation is an important skill to learn while flying."

"We all knew that from the start Little Britches.....";Rebecca said before realizing her regret;" Hey; now I'm starting to talk like you." As she points to Baloo.

"Kit? May I see your airboard? I love to see that writing that your parents..." Sara asked.

"I'm sorry Miss Mandate; but Don Karnage smashed my airfoil before ordering his men to drop me off the Iron Vulture during the battle of the lightning gun." Kit said sadly.

"Barabic!" Sara said angerly. ~How can one little kid ever survive a decade of torment and near-death? He must be lucky!~ she thought bitterly; as she also had a score to settle with Karnage. (For the death of Gregory Masamune.... or so it seems.); "Sorry Kit! I'm still in shock over all that has happened."

"Mother's touch; I guess"; Kit said with a half-smile.

"As Ace London would say; you got that right!" Rebecca snapped back to the point that made Baloo cringe; as everyone knows he basically hates London for his big;fat ego." Kit; you can go on now...."

"Everything went very well......I stayed with him for five months ; and we became more than just friends...." Kit stared up at Miss Cunningham;" he was almost like a father to me. That is until one day; I found out that I was being used again.." Kit looked down at his feet again.

"It's okay; Little Britches"; Baloo said to him;" No one's gonna hurt ya. Keep going."

"Thanks Poppa Bear! Anyway; I found out what kind of people these Air Pirates were all about..." he said bitterly as the memory came back to him....

*** The Iron Vulture: Kanreaux's Room- Five Months Later ***

It was 12:05 AM and Kanreaux was sitting at his desk writing in his journal about the latest lesson that he was teaching Kit. Today; Kit and Kanreaux learned about course charting and using the dividers. Kanre was very impressed of Kit's abilties; one day he taught Kit how to mimic voices and yet other day; he would teach Kit how to use his small size and height to his advantage. Kit was sitting on the edge of the bed with his opened-up airboard and he was looking at his own handsome looking face; which was looking much better after the beating he suffered five months beforehand. Kanreaux finally stopped writing in his journal and felt like sitting down beside Kit on the bed. Kanre was a bit puzzled at why he was just sitting there looking into his airboard.

"Earth to Kit?" he asked. Kit notices an image of a frog pirate's face was being reflected on his airboard. ~Oh; Kanreaux?!~ he thought with a bit of panic.

"Sorry Kanre; I was....reflecting on something.." he said relucently.

"That's alright kiddo....say, I've got a good nickname for ya...." he stated happily;" How about the name.... Cloudkicker!"

Kit sounded happy of what would prove to be his real last name;" Cloudkicker? I love the sound of that."

"Makes sense Kit.... You do kick those clouds with your beautiful cloudsurfing of yours.... and the scarest part is that you already knew how to do it." Kanre said in tribute to him.

"Mr. Boussard?" Kit asked.

"Yes kiddo?" Karne asked back wondering why Kit was asking a question.

"I was wondering...... did you train me so that I could help you and/or me escape the Air Pirates?" Kit asked.

Karne realized now that prehaps even he had push the young bearcub too far;" Look Kit...If you want to stay with the Air Pirates; I'm not going to stop you or force you to come with me. I cannot tell you what to do for if I did then I would be no better than Don Karnage."

"Who said that I wanted to stay with those mindless cowards! I do want to escape with you... soon as possible if nesscary." Kit said with bravado.

"Kit; why do you trust me?" Kanre asked.

"Because you haven't betrayed me! You are different than Don." Kit answered back.

"Thanks Cloudkicker.....Ummm.. could you go to the chef and bring in our lunch for today. I'm straving." Kanreaux said with a giggle.

"Sure....no problem." Kit said with no sign of puzzlement.

Kanreaux didn't feel so lucky though...~You haven't betrayed me.... I haven't betrayed you... but I fear someone wants to betray both of us.~ he thought sadly. "Thanks Cloudkicker."

Kit stood up and walked out of the room smiling from ear to ear...One more month and they would soon be able to create a plan to escape from the Iron Vulture for good. Kit went to the left after leaving the room and went straight ahead to the cookery where a ferret wearing a white chef's hat and aporn was waiting; 'babysitting' the hard-boiled eggs. ~Eggs;again?!~ he thought while sticking his tougue out.

"Ah; the young buck is here." the ferret responsed as he saw Kit come here;" Today; is the Thursday special: Hard-boiled Gorrilla Bird eggs!" No surprise what Kit thought about the latest lunch; he went pale in the face...

"Thank a lot; Wade." Kit said with a hard tone on his voice.

"Sorry Kit; but there is nothing else in the cupboard today..... and I thought your actions were bad enough." Wade said sharply.

"Two hard-boiled eggs; please" Kit asked with a tough tone.

"Why two? You must really like my cooking...."; Wade said as a very loud scream beckoned the entire Iron Vulture. It sounded familiar......

"Kanreaux!" Kit screamed back and he ran out of the cookery and tried to return to the room where he would see a horrible sence....

.....When Kit entered Kanreaux room; it looked competely ransacked, papers all over the place with lots of blood splattered around the room. "KANREAUX!" Kit screamed and tears overcame him as he found Kanre on the bed; face up and his chest was covered in blood. He have been stabbed in the heart. "NO! KANRE! IT COULDN'T HAVE HAPPENED AGAIN! NOT LIKE STEPHEN!" Just after Kit made that statement; Don Karnage entered the room with Mad Dog and Dumptruck in tow.

"Congrads my little protege; you have redeemed yourself to the almightly captain Don Karnage." Don Karnage started smirking with a evil smile;" That poor miserable excuse of a frog-doc; was a traitor to my cause. And I thank you for flushing the poor man out....Son; you have been a refreshing person to see with your cunning. You should have this which makes the world see the future of the Air Pirates." Karnage streched out his hand as Dumptruck handed Don Karnage a red piece of cloth.... the red scarf that symbolized Kit when he was a pirate.

"WHAT?!" Kit yelled out. Don Karnage approached the young teary-eyed bearcub and put the red scarf around his neck and tied it loosely. Then Don reached inside Kit's sweater and pulled out an object from inside Kit's undershirt. "A MIRCOPHONE! YOU BUGGED ME WITH A MICROPHONE! HOW LONG HAS IT BEEN THERE!"

"Since the beating you suffered.... I knew that Kanreaux had too much heart to take you in as his sidekick." Karnage responsed with a high-pitched giggle;" So before we were done with you; I put a small microphone inside so I could prove that Kanreaux was a traitor....You've done me proud; you should be happy; yesno?"

Kit at first felt so angry that he wanted to strike Karnage again; however, he thought better of it since that action caused him a beating and this time he might not live. Besides; Kanreaux wanted Kit to escape anyway;"Yeah; happy." Kit said quietly as he walked out of the room ; eyes full of tears and walked back to his own bunk and laid on top of the bed; crying his eyes out.... He couldn't believe it; twice he made friends and twice he couldn't stop Karnage from killing them.... However; for some strange reason that he couldn't explain....

***

"I wanted to kill myself and join Karne; but I couldn't bring myself to do it. I was torn between the dream and my first ture friend." Kit said as his voice was going sadder and sadder. He had tears in his eyes and he put his hands on his face;" Three months later; I finally found my reason to leave when I overheard that Don was going to steal a huge teasure inside a golden box from Shere Khan."

"The Sub-Electronic Power Ampifiler?" Sara asked.

"Yes; that was it." Kit said;" On the morning of that day; I hid in the vents and found the captain's room vents and waited until Karnage arrived with the stone and then I made my move and escaped via my airfoil....." Kit paused before ending;" That's when I ran into you." He pointed at Baloo;" I wish it was different."

"Little Britches? What happened to that red scarf?"; asked Baloo

"I threw the red scarf away; I couldn't stand the look and I wished I could change...." Kit stopped and started to sob quietly.

"Kit? You cannot change the past.... but you've proven to everyone that you can change;" Rebecca said firmly as Kit uncovered his face and turns around to look up at his boss;" It takes a person who has changed to tell someone honestly that they chose the wrong path.... You don't have to worry about being betrayed anymore; you now have a family. However;" Rebecca begins to clear her thoart;" You must promise that you'll never run away again.... Promise?"

Kit looked straight into Miss Cunningham's eyes and says just two words;" I do!" and the two hugged each and other and Rebecca seals the deal with a kiss on Kit's black nose. His nose began to twitch again.

"Why does everyone wants to kiss me on the nose?" Kit asked looking confused.

Rebecca giggled a bit;" I don't know; maybe because I love to see your nose twitch like that."

Baloo and Sara began to laugh out loud along with Miss Cunningham. Kit just stood there and just shurgged it off and began to laugh as well in his usual high-pitched spine-tinkling laugh. Kit then pushed himself off the seat and hugged his own Poppa Bear; Baloo and the two felt at ease for the very first time since their first meeting together.

"Look folks; I gotta get back to my place before Ernie manages to find out that I've not returned." Sara said while looking at her watch. Sara stood up and walked out the plane and ended with a simple;" I'll see ya later navigator."

Kit just hugged Baloo but managed to respond;"I'll see you too Miss Mandate."

"Typical Kit Cloudkicker;" Rebecca said with a sigh.

"Look Becky; I'm going to take Kit back to the office and try to treat that bloody foot." Baloo said with a chuckle.

"I'm coming with you Baloo. I'm going to make sure that Kit get that 'Tender Loving Care' from you. That'll be your punishment for being late." Baloo looked at Rebecca with a slightly angered face. Rebecca was again playing tricks on him;" Don't worry; I'll help you; Baloo. Mama Bear's gotta show some 'TLC'.....hey; now I'm starting to talk just like you." as she pointed to Kit again. All three bears laughed as they exited the rusty grey Conwing and walked back to "Higher for Hire" with Kit still hugging Baloo. Baloo didn't seem to mind spoiling Kit a little; and besides even the high-powered speedy Kit was competely tuckered out from all that crying. It was 12:00 Midnight when the group returned to Higher for Hire.

Wildcat had cleaned the office out of the broken glass and returned to his tugboat house nearby the office. Inside the office; Baloo sat Kit down on a chair and Kit would lift his injured foot and placed his ankle on the footstand while Rebecca went to the office and found the first aid kit and opened it. She took a roll of banadage and pair of scissors and wrapped the banadage around his foot and cut off the excess with the scissors.

"Is that too tight?" Rebecca asked Kit.

"No Miss Cunningham, it's just right." Kit reponsed while yawning." Thank you."

"Your welcome;" Rebecca said and she taped the edges of the cut banadage with a special medical tape. Kit then took his foot off the footstand and stood up.

"I'm ready for bed now; I'll see you tormorrow Miss Cunningham;" Kit said as he slowly walked up the stairs and walked into his bedroom. Rebecca then looked at Baloo when Kit closed the door to his room.

"Baloo; I'm going back to the apartment right now. Remember: 8:15 AM; the next shipment will arrive for delivery to New Feduora. This is you last chance to redeem yourself." Rebecca said as she left;" Bye for now."

"Don't worry Beckers; I'll make you proud." Baloo said.

~I hope so.~ Rebecca thought with deep concern.

Rebecca thought her problems were over; she knew now what happened to her husband in full tragic detail and she was more than happy that a certain young daring bearcub knew this happened and it allowed Kit to open up his past without trying to sugar-coat it. She now knew where Kit got his fear of trust from and why what happened to her and company happened the way it did....However; as one notes: Her problems were only beginning because there was one person left. And she wore blue ribbons around her ears..... and all because Rebecca would fail to take her own advice......

END OF CHAPTER ONE.....