Written by: Marc

Disclaimer: Kit Cloudkicker, Baloo,WildCat, Molly Cunningham, Rebecca Cunningham, Don Karnage and other characters are copyright 1990/1991 Walt Disney Company and are being used without premission. The writer has made sure that no money was made in the production of this fanfic and all material is used with the upmost affection and respect to the Walt Disney Company and the Tale Spin Team.

Part III

The engines of Seaduck rumbled like rippling thunder through the early afternoon skies. And as the clouds mischeivously hid the sun, a thin mist surrounded the old plane in a melancholy blanket. This allowed Kit to focus entirely on his navigation, and Baloo to not interupt him as he let his mind drift like the mist in a dull haze.  Tracing their progress on his map with a dusty, dented pencil, Kit looked suddenly out the window.

"Better bring her down, Papa Bear," Kit suggested, rubbing his arm, "Louie's is dead ahead."

"Thanks pardner." Baloo nodded.

The plane drifted lazily into port, and upon stopping, Baloo did not move and grabbed Kit's hand.

"You know, L'il Britches, it ain't everyday you're declared a genius," Baloo murmurred under his breath as Kit shifted nervously in his chair.

"Aww, I don't wanna go to that school," Kit replied with an uncomfortable laugh, "I've got the only teacher I need right here in the Seaduck."

Baloo smiled weakly and looked out toward the sea. "You wanna live with her, doncha?"

Wiping his nose, Kit dipped his head down, looking at his chest, "A little bit, I guess, but. . ."

"You don't wanta leave me, right?" Baloo answered knowingly still gazing out the window, "You know, I kinda liked what that crazy friend of yours Ollie said. How  you would be givin' a little somethin' to hold on to for those other kids like you."

"Awww, Papa Bear, that ain't true." Kit moaned, "They'd just get along like always. Like nothing happenned."

Baloo shrugged, "All I know is that whenever I see you it makes me want to be somethin'...better I guess.."

"Well you cant start by payin' Louie some of that tab you've racked up," Kit chuckled, ending the conversation by jumping out of the plane,

"Come on let's go inside."

Louie's was basically empty except for a few, old pilots who were making a quick stop. The garrulous owner gestured hysterically as Baloo and Kit came inside.

"Hey, Louie!" Baloo held his paws up, "What's the haps, there's practically tumbleweed blowin by."

Shushing them firmly, Louie pushed the two bears out the door.

"You two galoots better get outta here fast, cuz," Louie whispered, his head darting back every second toward the door,"There's a couple of monkeyheads after you're cargo, Baloo. They're checkin' my kithcen, but they could be out here any sec, man."

Kit tugged at Baloo's shirt, "Mr. Kurlander said there'd be people wantin' to steal it. We got enough fuel, Papa Bear?"

"Yeah, there's enough, barely," Baloo kept his voice down, peering over Louie's head curiously, "But I wonder. . .?"

"You wonder how many ways they can make Baloo kabobs, man?" Louie complained hopping up and down, "Come on, cuz, get goin'."

Baloo and Kit seeing that their friend was gravely serious, trusted him, and crept silently back to the Seaduck. As the big bear started the engines, he saluted his friend.

"Thanks ol' buddy," Baloo nodded, "I owe you one."

Louie grinned, waving, "Actually, you owe me 1,000 shaboozies but whose countin', cuz."

After the Seaduck was out of sight, two hefty gorillas came milling out onto the dock, their lower lips dangling in confusion.

"Hey, uh, apeguy, was that airplane noises we hear?" one of them asked grabbing Louie's shoulder.

The adept ape gently brushed away the gorilla's giant hand, "Planes? Oh, no way,man, just my somach growlin' as usual. It's been hard times 'round here lately ya know."

The gorillas stared at him blankly, then looked up to the lonely blue skies.

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Rebecca decided to stay late that night, having arranged a dinner with Kit's teacher Miss Gibbons and an insturctor from the Academy Loren Crawford. Despite her best arugments and threats, Baloo and Kit simply refused to cooperate with Rebecca's formal dinner plans, and the evening was declared an informal affair.  When the two partners returned wearily from their run, feet dragging across the ground and tongues wagging, Baloo had to stop and check the sign to make sure it was the right dock. Higher for Hire was completely spotless, and Rebecca had rearranged the furniture so that the dining table now stood in what had been the middle of her office while her desk lay awkwardly out of place in the kitchen. Kit noticed a few paintings from Rebecca's apartment hanging from the walls, and a couple of her carpets on the floor. He appreciated the effort, yet he couldn't help but feel a lump in the back of his throat and a great burden on his shoulders at the sight of it.

Rebecca was leaning against the rocking chair, wearing a dirty, old apron and a bandana over her head. Her bangs had managed to slip through the bandana's grasp, and covered her face slightly. As she smiled at Baloo and Kit, she blew them out of her face.

"I know, I know." Rebecca sighed, "I went a little overboard."

"You can say that again." Baloo mused as his line of sight circled the old warehouse again, "Hardly recognized the place. Anyway, Beckers, I gotta tell ya 'bout what happenned to us at Louie's."

The doorbell rang, and Rebecca spun around with a look of intense horror in her eyes. In a whirlwind she whipped off her apron and bandana stuffing them carelessly into a cabinet. Running to the door, she stopped on a dime to take a last look in the mirror and adjust her hair.

"Later, Baloo, after dinner." she said, "And Baloo try to at least resemble some primitive form of gentleman, okay?"

Baloo put his hands over his chest innocently, "Why Becky you know you always bring out the best in me."

"THat's what I'm afraid of." she mumbled to herself.

She opened the door, and in walked a tall, lean lion who sported a graying goatee and small, round glasses.His feature were sharp and angled, but despite his serious impression, it all faded away with the wrinkling of his smile.

"Hello, there, Miss Cunningham I take it?" he greeted them in a hearty voice that shaking her hand.

"Yes. It's nice to see you again, Mr. Crawford," she answered, "This gentleman over here is Baloo and next to him is our Kit Cloudkicker."

The lion strode confidently to Baloo and cheerfully shook his hand, and did the same for Kit. "I've heard a lot 'bout you, Kit."the lion winked at him, "Even before this whole testing fiasco. Someday I'd like to see this cloudsurfing for myself."

"Oh, heavens, Mr. Crawford, don't encourage him," Rebecca gasped, and turning her head she saw her other guest walking up the steps, "And here's Miss Gibbons."

Rebecca led the guests to their seats at the round table she had specifically chosen for the occasion. She realized that this had to be as impartial of a presentation as possible. Dinner was already waiting on the table, and discussion began while cordially passing the food around the table.

"Well, I think we should start this little forum by asking Kit what he thinks about the whole thing," Mr. Crawford suggested, "Uh, pass the rolls there would ya, Mr. Baloo? Thank you."

Kit slunk into his chair, and breathed deeply, his heart pounding. He realized that no matter what he said he was going to step on someone's toes, and there was no way around it. Trying to choose his words as carefully as possible, Kit spoke laconically.

"I don't know why those tests came out the way they did," he began avoiding eye contact with anyone, "I still think they must be a mistake; I kinda wish they didn't. . .come out so good, Imean.. I know you all want what's good for me, but all I really wanna be is a pilot, honest. And, well, maybe this is hard for me to explain, but. . .well. . .the way it is now with Miss Cunningham and Baloo. . .I really like it..  I don't wanna change for the sake of changin' and miss out."

Mr. Crawford leaned over the table placing  his hand next to Kit's, "I understand moving ot another school can be a scary thing. The prospect of any change can be scary.  But you've got to look at the big picture here."

Nodding in agreement, Miss Gibbons who was seated next to Kit rubbed his shoulder, "He's right, Kit. If you were to move to the Academy, you'd get all kinds of materials and opportunites that our modest little school just can't provide you."

"You folks are so worried 'bout givin' him the things he don't have, you forget about the things he does have already that he'd be lossin'." Baloo complained crossing his arms and staring boldly at the lion across the table.

"Now, Baloo. . ." Rebecca said clenching her teeth.

Mr. Crawford meekly bowed his head to Baloo, "It's all right, Rebecca. I understand Mr. Baloo's concerns, and, yes, sir, you're right. Kit's going to have to make sacrifices, but don't you think that it's worth it?"

"I don't know." Baloo sighed looking around the room, "All I see is people tryin' to change the kid when he don't need changin'."

Mr. Crawford nodded his head in agreement, and wiped his mouth with his napkin. "I see you're concern about this, Mr. Baloo. And perhaps I'm going about this the wrong way.. .um. . ."

"Well, the obvious thing, Baloo, is that Kit has always had this ability in him," Miss Gibbons added, "We wouldn't be changing. It's just a matter of letting the real Kit have room to grown."

"I just wanna fly, that's it." Kit said softly.

The lion patted him on the shoulder, "We can offer you a great deal at CSA. Not only due we have reknown speakers from all the over world, including aviators, come to lecture our students, but we do have a variety of intersting subjects that  Cape Suzette junior high just doesn't offer. For instance, there is an aeronautical engineering class. . ."

"Really!?" Baloo's ears perked up.

"Yes, Baloo," the lion grinned, "And our teacher is none other than the one and only Henry Hugs."

"He's the best designer in the country." Kit gasped.

"You see, Kit," Rebecca smiled, "You can still learn all about planes at the Academy. And more importantly you'll have some of the best math teachers around"

"What about his friends?" Baloo asked sharply, "What about Ollie, Kit?"

Kit picked up his fork sheepishly, and stirred his mashed potates with it around and around. A knot formed in his stomach as he thought of Ollie and the Jungle Aces. He knew  moving to CSA would mean ending his friendships with them, yet he couldn't help but feel they probably would not miss him.

"Ollie wants me to go, and he's pretty smart, Papa Bear." Kit replied quickly filling his mouth with the potatoes. "Jungle Aces thinks its stupendous  too."

Baloo leaned back in his chair in disgust. They had said all the right things, and both Baloo and Kit knew that it seemed like the best thing to do. Yet at the same time there was tiny clandestine voice that formed inside of him like butterfly growing in a cocoon that would not let him accept this. He knew judging from the lackadaisical, weary expression on Kit's face that he too felt this.  Noisily slurping up some of his noodles, the big bear rubbed his chin.

"I ain't gonna pretend like I don't understand that it's a good school an' all," Baloo began speaking slowly, "And I ain't gonna act like Kit won't be able to make friends there neither, but the punchline here is whether the kid wants to live with Rebecca or not. And that's his decision not ours."

"You know we'd love to have you, Kit" Rebecca said, "And think how happy Molly'd be to have you around so much."

"Well, I. . ." Kit stuttered clinging to his hat and twisting it fervently.

"Before ya say anything, Kid. THere's something I gotta say," Baloo interrupted grinding some food between his teeth and then swallowing before he began again. As he spoke he pointed the fork as he gestured,

"I'm just a simple ol' pilot, L'il Britches, but I do know that things changed for me when I met ya and now that ya live with me.  And what you gotta understand 'bout a bear like me is that, when ol' Baloo gets used to things, it's hard for me to lose them. That's just the way my gears in my head work; they only go in one direction, ya see. And well, I'll put it simply; I ain't gonna be a part of 'em taking ya away from me. L'il Britches, it's either them or me."

"Baloo!" Rebecca screamed as the sound of her silverware crashing against the table was enough to make everyone flinch, "That isn't very impartial."

Mr. Crawford leaned back in his seat rubbing his eyes and exhaling deeply. Although Kit had only seen a man of amiable quality and charismatic charm, his voice cut through the young cub like a razor blade causing him to shudder. "Well, Baloo, you've laid all you're cards on the table, haven't you?" he said plainly aggrivated, "I suppose it's all up to Kit whether he's willing to call your bluff. You know how to get in touch with me, Rebecca."

"Yes, Thank you Mr. Crawford. I'm sorry about this." Rebecca said weakly.

As the lion walked out the door, Miss Gibbons rose out of her seat and stood behind Kit.

"Mr. Cloudkicker, I've known you for a long time, and I've given you some good advice haven't I? I helped you with your arithematic and your reading so you catch up to the kids your age, and when you had trouble making friends, I introduced you to Ollie." she paused for a moment taking a breath, " Kit, I consider myself a dear friend of your's, and if I wasn't, I wouldn't be here. Listen to me now as your friend not as your teacher: you must go to the Academy, only then will your life have taken that hundred and eighty degree turn from the air pirates. It will all be behind you.."

"Thanks, Miss Gibbons," Kit whispered motionless.

"Bye, Kit. Good-bye, Miss Cunningham," she smiled at Rebecca, blatanly ignoring Baloo on her way out.

Kit peered over to Baloo who still had his arms crossed across his chest, "You knew that wasn't fair, Papa Bear."

Baloo closed his eyes sadly unable to face him knowing he had wronged this boy he cared so much about. Perhaps he was making a mistake by blocking this path for Kit, yet as much as Kit had learned to depend on him, Baloo had to depend on Kit. To take Kit away from him would be like opening a trapdoor to a deep, dark tunnel of infinite mystery and night. Baloo had to admit to himself he was afraid..

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Night fell on Cape Suzette softly like snowflakes on a child's tongue, enveloping the city into a slumber of blackness. The dock was completely still, the only sound that of waves pushing gently on the shore, and the only light that could be seen was a faint one deep inside Higher for HIre that flickered like a small candle..

Rebecca was still awake scrubbing her dishes lazily.as Baloo stood in the doorway behind her observing the tired bearess.

"You don't look so good, boss," Baloo smiled.

Shoving her dishes down in frustration at the sound of his voice, causing a spiral of suds to catipult onto her forehead. She wiped it off, and faced him.

"I know. I've broken two dishes." she muttered.

'Better be comin' outta ya salary, then, huh?" Baloo joked nervously, massaging the back of his neck.

She winced at his attempt to lighten the situation, "I'm glad you can joke after throwing Kit's life away like that."

"Oh, wait a minute, there," Baloo's eyes widened, "Don't get carried away with yerself."

"It was selfish." she declared softly her wides sparkling with anger and sadness that frightened him, "An act of a lonely, desperate bear just throwing caution to the wind to look out for old number one. And you know it, Baloo."

"Selfish of me?" Baloo laughed heartily, "Oh, Beckers, you know you wanted him for yourself as much as I did. Tell me I'm lyin'?"

"Maybe there's some truth to that." Rebecca gave in, "But it still doesn't change the fact that going to the Academy was the right thing."

"Oh, come on. . ." Baloo three his arm in the air in disgust.

Taking his paw firmly, Rebecca made him look into her eyes, and she stared back at him, "Look at us, Baloo," she whispered, "We have so much inside us. . .we could have done beautful things. But this. . ." she gestured around Higher for Hire " this is all we have to show for it."

"I coulda done whole lot worse. Anybody could," Baloo replied angrily.

She shook her head tearfully, "I just don't want Kit to end up like us...full of enchanting dreams that are just too far away to reach for. The academy can put everything out there for him."

"All he wants to be is a pilot, Rebecca," Baloo reminded her.

"Is that what you want, Baloo? Kit, to be cargo pilot like you?" she asked, mystefied.

Balook looked away from her. "I goin' to sleep, now. Wildcat looking after Molly?"

"Yes," she answered somberly, putting the last of the dishes away, "It'll be a wonder if Molly isn't hanging from the rafters by now."

"Heh." Baloo gave a little chuckle, "Night, Boss."

"Yeah," she sighed, "Good night, Baloo. Give Kit a kiss for me, okay?"

Baloo turned around peering at her strangely, "Yeah, right. Last time I tried that he slugged me good in the stomach."

"I know." Rebecca smiled as she strung her purse over her shoulder. Her heels clicked noisily against the ground as she trotted to her car. The night was frighteningly dark and she hugged herself to proteect herself from the chilly wind. As she fumbled clumsily with her keys, she felt a chill run up her neck, and a strange sensation on her cheek as if someone were blowing on it. Instead of reacting defensively, she felt a calm come over her body allowing her shoulders to relax and her body to float.

A small susurration rose from the ground like steam, and  its vibrating voice sounded vaguely familiar to her, "Rebecca. . ."

"What?" she wondered and as her mind raced through shadowy memory after shadowy memory, she felt a connection was made when she suddenly felt someone grasp her arm. Without hesitating she turned around, bashing her attacker with her puse.

"Baloo!" she screamed before he was able to recover and force his hand over mouth.

"Shhhhh, Mrs. Cunningham," he said in a high, nasal voice, "I won't hurt you. . .I just . . .ow!"

She hit him solidly on the forehead, and angirly he tore it away from her and through it to the ground.

"It weighs a ton!" he complained.

"It's just cosmestics." she replied still struggling to get out of his grip.

"For what. . .a raging genetically altered elephant." he laughed hysterically at his own bizarre joke.

"Who the heaven are you?" she wondered,"If my pilot hears you, he's going to break your neck."

He was a slim, lanky leopard, and he wore a dark trenchcoat and hat. Hanging heavily on his nose were dark-rimmed glasses, and beneath them his small, beady eyes darted back and forth nervously. He breathed heavily as he spoke.

"No, no, no," he stuttered, "There is no need for . . .um. . ." he gulped, "Physical intimidation, Miss Cunningham."

"I'll show you physical intimidation, sir, if you don't get out of here this instant!" she brought her purse back. readying to fling it.

The leopard put his hands over his facing an almost inaudible yelp escaping from his mouth. Rebecca sighed as she could see the poor leopard was trying to hide his fear.

"You're a jumpy fellow, aren't you Mr...." Rebecca let her purse hang from her shoulder as she kind of felt sorry for the cowardly leopard..

The leopard sprung up to his feet and delicately brushed off his coat, trying to maintain some sense of dignity. "Doctor. . ." he emphasized, "Dr. Hofka. It's a pleasure to meet you, Mrs. Cunningham."

"Yes, such a pleasure that you felt you had to _attack_ me!" Rebecca yelled at him.

The leopard kicked ath the road with his foot, "I apologize, but I got so caught up in the moment, I don't know what got into me."

"I have a pretty good idea what got into you, Doctor." Rebecca watched him carefully.

The leopard began to say something but stopped himself short, putting his paw up to his forehead. "I am sorry, Mrs. Cunningham, but. . ."

"It's Miss if you don't mind." Rebecca corrected him clutching her purse tightly.

He frowned at her, "Are you not Mrs. Cunningham, the wife of Chazz Cunningham, my friend of many years?"

Rebecca gasped and felt dizzy. He had conjured up a name she had not used in years, and to have it suddenly shoved in her face by this stranger was conflicting feeling. As nostalgia and loving memories permeated through her mind, a harsh suspicion loomed over them., "You knew my Chazz? He never spoke of you, Doctor."

The leopard stepped cautiously closer to her and took her by the hand, "It is imperative, Rebecca, that you listen to me. The fact they have maintained this secrecy around your husband's death is as vile as it is frightening."

She peered at this strange character whom she had never met yet seemed to know so much about her. She looked deep inside his eyes in order to find some guarantee of his sincerity and his truthfulness. Sensing her suspicion, he let go of her hand.

"You must not waver in your believe in what I tell you, Rebecca." he advised, "I swear to you that I was your husband's companion, and it is because of Chazz's friendship that I stand here before you today."

"But I don't know you." she argued

He shook his head, "You must make that leap of faith, Rebecca. You and all those around you are in grave danger."

"Danger?" she murmurred to herself. She had turned lackadaisical at the mention of her husband as her mind was overcome with nostalgia and shadowy memories. Yet his stunning proclamation brought her out of her fog. "Please, Dr. Hofka, tell me how he died? I should know."

He nodded and wiped his eye with a muddy index finger,"Chazz was a good friend, Rebecca. Kind, confident, handsome, and yet shy. . .You should have seen when he flew, Rebecca. You of all people should know how he would take all his feelings that swirled around and catch them, enclosing them in a tiny bottle. But when he flew, it was like the cork popped off some time after takeoff, and his plane was surrounded by the beautiful things that only love can make."

"Yes." she whispered "He told me about his flying."

The leopard smled softly at her and gently patted her shoulder, "He was the best there ever was, Rebecca. That is why they chose him."

"They chose him to do what?" Rebecca asked  grabbing his coat roughly,

"They said it was experimental aircraft."

"A lie, Rebecca," the leopard explained sadly, "A lie is a very powerful thing, I'm afraid, and it is only the weakest of us that uses them. A lie can change everything, a person's world, a person's sense of worth, a person's trust. And they throw them out at us like children throwing darts at a target. . ." he sighed, "It was not an accident."

"What was it then?"

He knelt on the ground, looking up at her, his eyelids fluttering as he spoke and his nostril twitching. Rebecca could see that he was terribly afraid of disclosing what he was about to tell her, and she urged him on with her eyes.

"You are a businesswoman, Mrs. Cunningham," he began his gaze fixed to the ground, "You know how this world works then.  Every vice, every crime, every sin, it all comes down to nothing more than small piece of trees, Rebecca. Just processed trees. Money."

"That's one way to look at it I suppose," Rebecca sighed heavily as the leopard took off his glasses and Rebecca finally got a good look at his eyes.  They moved quickly, yet beneath them she could see a fire that almost made her gasp at the sight.

"Four years ago, the government happened to catch wind of an intriguing piece of information. In this one spy's epic tale, there were visions of a giant, cascading weapon capable of destroying an entire city, and it was in  the hands of the Thembrians," he said wiping his eyes fervently as he spoke, "And they decided to steal the blueprints for this weapon, and for such a task they needed the best pilot they had."

"Chazz." Rebecca nodded starting to shiver in the cold evening air.

"Yes, and he was as good as they thought he was. Chazz was successful in his mission, yet the Thembrians suspected Usland for the burgalray," he continued, "and not wanting to face economic sanctions Usland selected a scapegoat: your husband."

"Oh, no," Rebecca gasped her paw over he mouth, "They killed him?"

"Not exactly," Dr. Hofka said gravely,"I stumbled upon their plan, and I confided in him their secret.. .He didn't want you to know about this part of his life, Rebecca, so one day he outsmarted the security surrounding the plans, and stole again what he had already stolen. After that I do not know all the sordid details as my involvement was recognized and I was imprisoned."

She shook him fiercly,"But what happened to Chazz!?"

"Careful, madame. . ."he said his voice quivering, "All I know is from hearsay. . . rumors. . . projections. It is believed that he hid the plans somewhere in Cape Suzette, perhaps in your belongings or perhaps in a safety deposit box. Then trying to make his escape he was shot down, and all was lost in the attempted landing."

"My goodness," she murmurred to herself, "I never would have thought...Oh, why didn't he ever tell me Doctor."

He smiled at her and bobbed his head, "Yes, yes, yes. I understand. It is very sensitive work that he and I did; it was not allowed. And it was my belief that somehow he was embarrassed by the shady procedures he had to be involved in."

"Why now? Why confront me with this now?" she aksed.

The nervous leopard's head darted all around them, hesitated, he darted around once more before he answered her. "It is imperative that I find these plans, and destroy them. New innovations are being made. Please look for them. I must go, I risk being caught."

WIth saying another word, the strange doctor dashed into the night leaving Rebecca to herself. Running through puddles and mud, he didn't stop until he came to a dilapidated, dirty phonebooth. Quickly he dialed a number, whispering to himself and hopping in place as it rang several times before someone finally answered. The voice on the other end of the line was raspy and deep.

"How is everything, Francis?"

"It is well, everything is on schedule," the leopard answered, "I have just spoken with that Ms. Cunningham.."

"Very good. Come back right away."

Francis looked behind him, "What about Cunningham? What if she does find it?"

"If she finds him, you'll be the only one she shows it too. Besides, we'll not need to worry about the blueprints if this new intriguing development. . .uh. . .develops."

"I hope so," Francis said, "All right, then. Good bye."

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Molly lay peacefully in her bed on her side, her covers pulled over most of her head and legs bent closely against her stomach.  Sounds were echoing from her mother's room and she slowly was awakened, watching the flickering light flashing outside her door.

"Snack time!" she grinned to herslef as she jumped out of bed as she peaked her nose into her mother's bedroom, she was shocked to see her mother sprawled on the floor, sleeping in a sea of papers and surrounded by a barricade of dusty, old brown boxes. Tiptoeing over to her mother, she sat next to her and grabbed a picture that lay near her.

"Daddy!" she laughed. She stared at it for a few moments before carefully placing it down and snuggling against her mother, returning to sleep.

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Later that day Kit and Ollie sprawled themselves lazily on the soft grass outside the junior high, watching the recess marble match.

"No way am I playing my boys against your's!" Ernie said complaining about another boy's collection.

"Why what's wrong with them?" he questioned.

Ernie sniffed and looked nervously at the bigger boy, "Well. . .it's just that . . .they're clearly inferior."

"Yeah, so's your old man! Now play your marbles, putz." he gave Ernie a little shove, and he reluctantly let his marbles fall to the ground. Ollie chuckled to himself at the scene as he rolled over to face the game. The bigger boys was intensely focused on his shot, while Ernie had a blank, defeated expression.

"Chipper up there, Ernie." Ollie grinned giving him a small wink, "Ol' Sheldon's so cross-eyed, he thought Miss Gibbons was him Mom once, sure did."

The otter's prude comments caused Sheldon to misfire his marble, and it went spinning rapidly and harmlessly out of the circle they had drawn in the dirt.

"Asked her fer lunch money, and gave her a peck ona cheek too," Ollie explained in a feigned serious voice, "He's got a titantic wart on his the epidermity of his lips to prove it, doncha Sheldon?"

Spitting in the otter's direction, Sheldon continued his game as Ernie gave a small, understated nod of appreciation to Ollie for rattling his opponent. Marbles was an entirely mental game; if anything set you off balance, any emotion at all, you were sure to lose to any semi-skilled player. Ollie saluted to his friend and then turned to Kit, squinting through that afternoon sun.

"Ya know, Kitboy, due to a bit a good ol' serendipity-do, I ascertained a piece of knowledge 'bout that drownin you may find interestin'." Ollie tugged at Kit's curiosity

Kit grimaced, rolling his eyes skyward. Ever since that incident over the seas with the blinding light, Ollie had taken a keen interest , and was always bothering Kit with his over analyzations and possible conspiracy theories. As annoyed as Kit was, he couldn't help but feel touched that the otter would show so much concern.

"What's it this time, Ollie?" Kit asked wearily plopping his face deep into his forearms.

Ollie puffed up his chest, happy to help his friend, "Well, ya know, Kitboy, Miss Gibbons always said I got a mind like a steal trap. .. "

"Hey, Ollie, what's sarcasm? I don't know, really." Kit joked as he elbowed Ollie plafully in the side, but the otter just stared at him with a blank expression.

Kit sighed, "Never mind."

"As I was sayin' afore that impetus," Ollie continued, "I just so happened to be perusin' that there article, and I noticed somethin'."

"What'd you notice, Ollie?" Kit played along.

Ollie tapped his temple proudly, "Well, I's seen that one of the people who was dialoguin' in the article, they said was a client o' that fella that drowned. A client! And I figures well he's gotta be a lawyer, but I reconnoitered a bit. And good ol' Ollie found out, he was a hotshot gumshoe, bro."

"A dectective?" Kit shrugged

Ollie nodded, "Yes, sah. I's pensinating that you'd better conversate with that client, Kitboy? So you can find out what's going on."

"I've got enough to worry 'bout, Ollie." Kit muttered, thinking of Cape Suzette Academy. To see Rebecca and Baloo sparring over him was inevitably painful, yet the fury of Rebecca's desire to see the best for him could only bring a smile to his face. He knew why she wanted him to go to the Academy; she couldn't stand to see him end up like Baloo or like Chazz both of whose fates were all too common among pilots. She did not want Kit to have the rootless existence like other pilots; she did not want to him to fly so high and so gracefully that she would become a tiny speck on a vast planet of millions of other tiny specks that looked no different than her.

Ollie stuffed a piece of paper into Kit's hand, "Check it out, Kitboy. For ol' time's sake."

Kit laughed to himself how the otter snuck that in, "What's that supposed to mean?"

Rubbing the back of his neck, Ollie watched marbles darting pass his feet like tiny, nervous animals. He was weary of making such hints as he knew Kit would take it to mean Ollie wouldn't miis him that much. That's just the way Kit seemed to be.

"Aww, nothin', bud," he said under his breath. Kit looked away disapointedly, gazing toward the skies and to the beautiful rolling clouds, and he imagined his board smoothly slicing its way through them, a small gust of wind blowing through his hair. His daydream was rudly interrupted by a disgruntled Ernie whose arms flailed furiously like a windmill with excitement.

"Kit! There�s some guys in trenchcoats lookin� for ya!"

"Where?" Kit asked, "Show me."

"Right there." Ernie pointed to two big gorillas in dark trenchcoats and black sunglasses who upon seeing Ernie gesture at them starting running towards the three friends.

"Kitboy, you start runnin�, trackstar," Ollie bid and called after the young bear cub, "See the client, bro, John Westing's his label."

As the two gorillas passed, the otter and Ernie, Ollie stuck out his foot sending them sprawling onto the playground sand. "Sorry, fellas. Nervous twitches, ya see." Ollie shrugged at them. The gorillas grimaced at him and continued their pursuit of Kit. They were big, but they had long strides, allowing to gain quickly on Kit�s lead. Looking behind him and seeing how close they were, Kit dashed into the busy intersection, hiding behind a car stopped at a red light. Not sure where he went, the gorillas jumped on top of cars and leapt from roof to roof searching for him as Kit crouched low. Kit knew he had to think of something and fast. His gaze fell upon a long piece extending from the trunk of the car he was hiding behind. Smiling mischeivously, Kit tugged on it to make sure it was secure. As the light turned green, Kit grabbed the rope and started to run with the car as it accelerated.

"There�s the little squirt, " one of the gorillas grunted as they chased after him.

"Sorry, boys," Kit teased them, "Gotta fly."

In one motion, Kit took his airfoil and opened it beneath his feet. The momentum of the car lifted him up in the air. The gorillas scratched their head as he soared past them.

"Chief, ain�t gonna believe this."

Back at the playground, Kit was visible flying above the treetops from a distance. Ernie pointed at him laughing.

"Look, Ollie!"

Ollie giggled shaking his head in admiration. "Yeah, Kitboy! Yeah!" he cheered, "That cub is somethin� else!"

Glancing behind him, Kit saw no trace of his pursuers. A block ahead was Tiny�s diner, and Kit let go of the rope and glided gracefully to the sidewalk. A small bell attached to the door rang as Kit walked into Tiny�s.

"Kit Cloudkicker! Yore a sight for sore eyes!" Tiny exclaimed, "Hey, wait ain�t you gotta be in school?"

Kit sighed and sat down at the counter, "They let us out early, Tiny. You got a phonebook?"

"Sure kid," Tiny plopped the thick book onto the counter, "I�ll see ya later, Kit, I gotta see about some burgers."

"Thanks, Tiny," Kit replied as he leafed through the white pages in search of John Westing, "There it is! All right, 1024 Ridgewood Drive. That�s not far at all."

In a few minutes Kit had arrived at the Westing home, a small, brown ranch whose paint was crusty and chipping from age. The windows were boarded up, and Kit began to wonder if anyone had lived there in a long while.

*************************************************************************************

Rebecca sat on her desk her head resting in on her arms sleepily. Without a babysitter that afternoon, Molly had happily accompanied her Mom to work incognito, of course, so that no one could discover her secret identity of Danger Woman. Seeing her mother had fallen asleep, she gasped to herself.

"Poor, Mommy!" she exclaimed softly to herself, "She really must need some sleep."

Molly ran over to the closet and peered upward to the mountainous top shelf where the blankets were hidden. Stepping on a stool, Molly jumped up and down batting fiercly with her doll Lucy at a light box that was protruding over the edge. Finally she knocked it hard enough, and there was a small crash of papers and boxes as the blanket fell on top of the little cub, covering her in darknes.  Rebecca barely stirred, but Baloo who had been lazily fishing outside with Wildcat came in and swooped Molly up in his arms swiftly.

"Let's go help me and Wildcat fish, buttonnose." Baloo suggested.

"Mommy's been really tired a lot alla sudden." Molly frowned up at the big bear as she rested her chin on his shoulder, "She almost sleeps as much as you."

Baloo chuckled to himself, "Thata fact? I thought you said that wasn't possible."

"It's like mommy says: nothing's mpossible." Molly nodde opening up her arms

"Ya know that might be the first thing sensible your mom's said," Baloo replied as he sat her down on the deck next to Wildcat, "Now, muffin, let's just help ol' Baloo and Wildcat fish a little so's your mom can get a little shuteye."

Molly sat between the two babysitters her envious gaze darting back and forth between the two wooden fishing rods they were holding.  Sighing to herslef she tugged on Wildcat's line.

"Wildcat, fishin's really boring." she complained.

"No, it isn't Mollycat," Wildcat shook his head vigioruosly, "I bet Dangerwoman does it all the time cause it's soooo dangerous."

"Dangerous?" Molly asked her eyebrows rising slightly with curiosity.

"Sure." Wildcat bobbed his head, "Whenever  I get a bite and the fish starts tuggin', I start thinkin' to myself, gee, if that fish itryin' to pull me into the water maybe he's cating as much as I'm fishing, and then I get scared,man, and I drop the line and run away. It's dangerous."

Baloo slapped his paw over his face, "So that's why you always do that."

As Molly giggled, a tall, lanky fox walked up behind them. He coughed noisily to make them aware of his presence, and the three of them spun around to face him. Molly uncosciously grabbed Wildcat's arm as she saw the intimading fox who wore a dark gray suit and hat which cast a black shadow over most of his face. The little patches of his red fur that were exposed seemed to glow in contrast with the suit.

"Hello, there, gentlemen,:" he said blankly and then bowing to Molly with a small smile, "And little lady. I was looking for a Ms. Cunningham, if you don't mind me asking?"

Baloo looked over the fox from head to toe. "She's busy, buster. Sorry I didn't catch yer name."

He quickly took out a leather hand bag from beneath his jacket, opening it to disclose a shiny, silver badge. "Leonard Muldrake, Federal agent. And you would be. . ."

Baloo got up gruffly ignoring the fox's extended paw, "Baloo."

"Aahhh, Baloo," Muldrake clicked his tongue,"Yes, you're the pilot, right? You've gained quite a reputation at the bureau."

Wildcat stood up bravely, "Whatever you got? He's innocent, mister. I'll testament to that, man!"

"That's not what he means, Wildcat," Baloo said patting Wildcat ont the shoulder to calm him, "Like I said, Muldrake. . ."

"Uh. ..that's agent Muldrake, Baloo." he added politely.

"That's Mr. Baloo," the big bear shot right back, "She's in there sleepin', so I think you better be on your way."

Rebecca emerged sleepily from Higher for Hire draggin her feet as she walked. Having heard the chatter outside she walked up behind Baloo and tapped him on the shoulder.

"Thanks, Baloo, I'll handle it from here." Rebecca said Baloo frowned at her and backed away slowly as Wildcat took Molly inside. Not wanting to leave Rebecca alone with the shady figure, Baloo stayed a feet behind her pretending he wasn't that interested in the conversation.

"Miss Cunningham." Muldrake nodded his head and showed Rebecca his identification. "Special agent Muldrake with the bureau. It is my understanding that you've spoken with a man named Francis Hofka."

Rebecca put her paws over lips as Baloo's ears perked up. "Yes, I have. Is he a criminal?"

"Fraid so, Miss Cunningham," the fox replied, "A real master of disguise this guy. He's wanted for some money laundering and some con artist stuff. It's all really technical so I won't get into. Don't want to confuse you folks. He's a real slippery fellow though, so if you catch wind of him be sure to give the police station a buzz. Okay folks."

"Ain't you supposed to have a partner," Baloo asked. Muldrake grinned at him, "You've seen two many movies, Mr. Baloo." he paused a moment after handing her his number, "Isn't there  another employee here?"

Rebecca stared quickly at the card, "He's not back from school yet."

Muldrake whistled to himself, "Better find out where he is. With that Hofka on the loose all you guys are in danger. What exactly did he have to say to you, Miss Cunningham."

"He just sstopped by, said he was an old friend of my husband." she replied, "That was it. Just talked a little, I guess."

Muldrake popped a couple of sunflower seeds from his pocket into his mouth and chewed them deliberately and thoughtfully, "Strange. You folks be careful then. If he's taking the time to resarch your backgrounds, he's got to have something slippery up his sleeve."

"Couldn't be worse than what he's got up his." Baloo muttered to himself under his breath.

"We'll be in touch, Miss Cunningham," Muldrake said as he promptly left the dock.

Baloo wearily watched hime leave, and turned to Rebecca a deep concern in his voice. "Beckers, whose this Joe you were talking to. What's he got to do with us?"

She shook her head, "I don't know., Baloo. He couldn't be fake; he knew so much about Chazz."

"There's a difference tween knowin about someone and knowin' someone." Baloo cautioned as he sat down on the deck, exhaling deeply.

"I don't think I can tell, Baloo" she whispered softly. "I just wonder how the FBI knew I talked to Dr. Hofka."

The phone began to ring, and Rebecca picked it up quickly, reliefed to have a distraction.

"Higher for HIre." she answered.

"Rebecca Cunningham, this is Dr. Hofka." She closed her eyes and sniffed. "I don't think I should be talking to you anymore, Francis."

Baloo jumped to his feet and reached toward the phone, but Rebecca turned away from his grasp.

"LIsten to me, it's too late to get hard-headed, Rebecca." he beseeched her, "Were you approached by a dark, dangerous looking fellow. Whathisface Mulrake. . .Brakemul. . .I don't know. . .ummm."

"Agent Muldrake?" Rebecca could hear him flinch at the sound of the name.

"Oh, no. You have?!" he muttered his voice quickly rising in volume, "It's a crimson circle, Rebecca! A crimson circle! You must depart at once! It's not safe in Cape Suzette for you or your companions."

"A crimson circle, what are you blabberin' about?" she asked annoyed.

"Everyone knows, and it's all around you. If you don't trust me, you won't know who to trust, Rebecca." he said.

To be Continued...