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.

Prologue

�

Rebecca Cunningham tossed and turned in her bed, flinging the covers into the air which would then flutter down softly for a moment in tranquillity only to be violently disturbed by the restless bear. She awoke with a startled gasp alone in the dark bedroom, a beam of moonlight had seeped through her shades and lay across her bed. Her tussled and her nightgown wrinkled, Rebecca stood out of the bed and went to the widow, looking as the light reflected off the waterfall that flowed outside her apartment. She smiled at the light which danced on the water as she extended her gaze out to the coast which was barely visible from her view. Rebecca twirled around as she heard a noise from her door.

�

"Mommy?" Molly murmured.

�

"What is it, Sweetie?" Rebecca swiftly lifted Molly off of her feet and into her arms.

�

Rubbing her eyes wearily, Molly�s eyes crinkled and her mouth opened wide as she yawned deeply, "I had a nightmare, Mommy."

�

"What kind of nightmare, Molly?" she asked, carrying her child into the kitchen.

�

Molly shrugged silently and nestled her face against her mother�s shoulder.

�

"Here, have a drink," Rebecca gave a Molly a glass of water, and the cub drank it greedily. After a little burp, Molly again lay her head on her mother�s shoulder and fell asleep. Rebecca paused for a moment listening to the rhythm of her daughter�s breaths and put her paw over her daughters head, gently massaging her tiny ears.

�

"Thanks Mommy," Molly whispered.

�

Rebecca giggled softly and quietly walked back into Molly�s bedroom. Delicately she lay her back in her bed, and covered her with blankets.

�

"No more nightmares, okay, Molly?" Rebecca said.

�

Without opening her eyes, Molly gave a short laugh, "Mommy, I saw Daddy in my dream."

�

"What?" Rebbecca put her paw over her mouth.

�

Molly turned away from her mother, "I saw Daddy, he was walking down the street; it was sunny too, and he had on blue suit, and he talked to me. He called me sunshine."

�

Lips trembling, Rebecca thinking her daughter was talking in her sleep, started to walk out.

�

"He smiled, at me, Mommy, but his smile was sad. . .Daddy was sad. . ." Molly crept into unconsciousness.

�

"Oh, Molly," Rebecca said longingly as she returned to her room.

�

She turned on the light and took out a gray, dusty nay blue book. In it were photos of her and Molly and of times before they had come to Cape Suzette. She flipped to the back and from beneath the binding she took out an old, folded photograph. She stared at the picture closely concentrating, After a few moments she laughed nervously and placed it back in the book. She went back to the window, folding her hands against the windowsill and rocking slightly.

�

"I don�t know if anyone�s listening up there, but this is Rebecca Cunningham. I don�t have anything to ask for really, at least, anything that you could give me. I just wanted to say something to my husband up there. . .Chazz, I know I�m not a very emotional person, you always said I wasn�t emotional enough. But I�d like to think I feel as much as anyone. I miss you very much, Chazz, and so does Molly. I don�t know what happened, but they said it was for your country. But as hard as I try, I can�t believe it could have been worth it. . . I�ve started to think you�re up there watching us because of how well we�re doing. When you left, we didn�t have much of a family anymore, but with Baloo and Kit, it�s just. . .an extraordinary thing really. . ." Rebecca closed her eyes as she felt a breeze splash against her face, "We love you, Chazz. Goodbye, love."

�

* * * * * *

�

Part I

�

�

The warm autumn sun shone brightly just above the rocky, tan cliffs that enclosed Cape Suzette as dew trickled off leaves due to a small crisp breeze which blew threw the grass like a wave in the ocean. Rebecca stepped out of her car briskly, slamming the door behind and taking a moment to breath in the fall air. Then she heard a sickening crash of wood and metal, her cargo for that day no doubt, and as she opened the door to Higher for Hire, a disturbed Baloo came running up to her.

�

"Becky, what in heck have ya got in that crate there?" Baloo asked incredulously.

�

"They�re only vents," Rebecca shrugged a smile still on her face.

�

Baloo shook his head, "No way, boss-lady, maybe vents made outa titanium or somethin�."

�

"You should get Wildcat to help you," Rebecca grinned sitting down at her desk and opening the morning paper that was always waiting for her, "I�ve seen him get you out of that hammock, and that burden can�t be any less than the crate."

�

"Hardy-har-har, Rebecca," Baloo retorted placing both hands on his hips, "Kit and Wildcat are helping me, and we still can�t get it on the Duck."

�

Becky slapped her paper against the desk firmly, "What�s Kit doing here, Baloo? He should have left for school by now." she said sternly, running out to the dock.

�

Kit was conversing with Wildcat, but when he saw Rebecca come out he slapped his head.

�

"Oh, no," Kit groaned.

�

"Kit Cloudkicker, you march yourself to school this instant ," she scolded stomping her foot, "or. . .or I�ll make you eat the lunch Baloo made for you."

�

"Hey!" Baloo cried in anger.

�

Kit immediately dropped the wrench he was holding for Wildcat and dashed toward the office, "Lunch money on your desk, Miss Cunningham?"

�

"As usual," she waved and then looked at Baloo smugly batting her eyelashes.

�

"I can�t believe it," he said, "You�ve been giving him lunch money all this time?"

�

"Believe me, I�ve seen what you eat," she explained seriously placing a paw on her chest, "and Kit�s a growing boy."

�

Baloo smiled genuinely at her, "That�s real solid of ya Beckers; I�ll give you however much you spent. . ."

�

Blushing slightly, she paused thinking of a way to get out of paying him, "Let�s say Baloo that it�s my responsibility that my navigator be in tip-top condition."

�

"Hey, Baloo, I�m gonna get my crane so we can get this thing in the Seaduck," Wildcat said pointing to his garage.

�

Rebecca and Baloo nodded at him simultaneously.

�

"Well, since everything is under control out here now, I�m going to read my paper and man the phones," Rebecca announced, "And from now on Baloo, you make sure that Kit is on his way to school before I get here or you�ll be going for a swim. . .fully-dressed."

�

Baloo giggled putting his hands up defensively, "All right, boss-lady, you got it."

�

The big, gray bear watched fondly as she walked slowly to her office. "You know what, Wildcat," he said as he tied a rope around the crate, "That Miss Cunningham is like a good keiser roll."

�

"She has sesame seeds?" Wildcat asked.

�

"No, Wildcat," Baloo replied clenching his teeth, "She seems like she�s as tough as a week-old steak and on the outside she is, but inside she�s a big softy."

�

"You�re making me hungry, Baloo."

�

Rebecca sat down in her chair leisurely, relishing the comfort more than usual as she put her feet on her desk and leaned backward, holding up the paper in one paw and stirring her coffee in the other. She perused the news deliberately, wanting to enjoy a seldom-found moment of peace. When the phone rang, she nearly jumped. She lay down her paper on the desk and took a sip of her black coffee before answering.

�

"Hello," she answered still half-reading the paper.

�

"Yes, oh, hi, Mr. Bakersfield. What can I do for you?" she said only paying slight attention to the caller.

�

"Hmm-hmm, yes, the upside-down pineapple cakes you had us deliver were right side up when you got them," she nodded, unwillingly taking part in the conversation.

�

"I�m very sorry, but. . ." Rebecca gasped and dropped her coffee mug which was smashed on the floor.

�

For a few moments, she just stood there staring at the name printed in the paper.

�

"I�ll call you back, Mr. Bakersfield," she said slowly.

�

Baloo peeped his head in, "You okay, Becky, I heard a crash."

�

She waved her hand at him, and sat down trying to compose herself. Her hands start to shake as she brought the paper closer to eyes. Baloo, concerned, stood behind her and grabbed her paws to keep them from shaking. He put his chin on top her head gently.

�

"What�s the laydown, bosslady?" he questioned.

�

She looked at him her mouth gaping in shock, "It says here that Joel Goodsen was found dead today in an alley downtown. Supposedly from an overdose. I don�t believe this."

�

"Did you know �im?" Baloo inquired soothingly.

�

"He was a friend," she answered, looking up to him, and then adding, "A very long time ago."

�

"Sorry, Becky," he hugged her warmly.

�

Snapping out of her shock, she smiled and gently pushed his arms away, "No, I�m fine, Baloo. This day got off to such a good start, I�m determined not to let anything ruin it. especially since we have that meeting tonight with Mr. Kurlander. Trust me, I�m fine, Baloo."

�

Baloo rubbed his neck, "If you say so, Becky."

�

* * * * * *

�

Later that night Baloo and Kit walked into an elevator at Rebecca�s apartment building. Baloo was wearing a brown sportcoat over his tan flight shirt, and had slicked back the top of is hair to the right. To finish the effect he had sloppily tied a brown tie around his neck and it hung loosely and crooked.

�

"How do I look?" Baloo asked nervously, licking his paw and brushing back his hair.

�

Kit stifled his giggles as best he could, "You look great, Baloo. Rebecca�s gonna start drooling when she sees how handsome you are," he kidded.

�

"Don�t get skewed on my, kid, okay," he answered roughly pulling Kit�s hat over his eyes, "That last thing I want is that lady to have a thing for me. . ."

�

"You�re definitely not going to have that problem tonight!" Kit giggled unable to control any longer, holding his stomach as he vibrated from laughter.

�

"Cool it, wise guy, " Baloo cautioned as the elevator door opened, and they walked out down the bright, pale violet corridor toward Rebecca�s apartment.

�

"Don�t worry, Papa Bear, it�s not about how you look," Kit advised poking him in the belly, "It�s all about being suave."

�

"I don�t know what you�re talkin� �bout, L�il Britches," Baloo said as he knocked on Rebecca�s door.

�

Rebecca opened the door, "Come on in boys, I�ll be ready in just a second."

�

"Miss Cunningham?" Kit and Baloo asked as both their jaws dropped. They hardly recognized this bearess as their boss. She wore a tightly fitted, strapless purple gown that extended to the floor. Her hair was wrapped up elegantly in a complicated pattern behind her head, exposing her slender brown neck, and her eyes sparkled.

�

"You look beautiful." Kit offered.

�

Rebecca laughed, "You boys just are used to the stressed-out version of me, you know, with bags under me eyes and frizzy hair and everything."

�

"I thought that just happened when you�re mad," Baloo said, "Oh, I see. . ."

�

Smiling, Rebecca slapped him lightly against the shoulder, and grabbed his tie, "Ooh, you�re going all out on this one, Baloo," she said, "No clip on, and not even a stain on it. No visible one anyway."

�

"Done with your inspection, colonel," he said sardonically, pulling his tie away.

�

She walked into her bedroom to grab her purse, "Bye, Molly!" she yelled.

�

"Bye, Mommy," Molly yelled back as she came running out carrying her favorite doll Lucy, "Hi, Kit, Hi, Baloo."

�

"Now, Kit, it�s too late to go for ice cream," Rebecca instructed, "so I want you two to stay here, and Molly�s already had her desert so don�t let her sucker you into another. Even with that evil little pathetic face she does."

�

Molly shrugged, "I don�t have an evil, pithetic face, Mommy."

�

"Sure you don�t, Kid," Kit said picking her up, "Don�t worry about Molly, Miss Cunningham. You just worry about getting that client."

�

Rebecca shined confidently, "No sweat, Kit, Mr. Kurlander�s a family friend, so it�s all but a done deal."

�

"Then why do we have to get dressed up," Baloo complained.

�

"Because, Mr. Kurlander likes fine things. Besides any excuse to make you take a shower is a good excuse. Now come on, Baloo or we�re going to be late." she said firmly, taking him by the paw and dragging him out the door.

�

"But I don�t wanna go, Rebecca," Baloo whined pitifully.

�

"Bye, kids, have fun!" Rebecca said as she closed the door cheerfully.

�

After they left, Kit leaned over, his paws on his knees, so he was at eye-level with Molly, "So, kiddo, whatta ya wanna do?"

�

Molly�s eyes gleamed excitedly, "Let�s play Dangerwoman! You�ll be the evil air pirate, Kit Tastrophe, and you�ll kidnap Lucy from her teaparty, and then I�ll have to save her."

�

"I don�t know if I wanta be an air pirate again," Kit said seriously.

�

Scrunching her nose at him, she sighed, "Oh, grow up, Kit. It�s just pretend. . Now lemme get my helmet!"

�

* * * * * *

�

Mr. Kurlander was a chubby, jovial beaver with a thick gray mustache that covered most of his mouth even when he spoke. He wore an expensive looking navy business suit, and his appetite for conversation was almost as ravenous as that for his food. As he looked at Rebecca through his thick, round glasses with his small squinty eyes, one could see he was pleased to see her.

�

"Well, Rebecca, it�s been a good ten years, since I�ve seen you last," he mumbled with his mouth full of food, "You certainly have blossomed into a fine young woman and a fine mother, I hear."

�

"Oh, thank you, Mr. Kurlander," she said appreciatively, "You look exactly as I remember you."

�

"You lie, Rebecca," he said a stern face dissolving into a smile, "But you lie well, which is the mark of a good businesswoman."

�

"Mr. Kurlander, oh buddy, you have no . . .Ow!" Baloo was interrupted midsentence by a swift kick from Rebecca.

�

He glared at her angrily, while the beaver laughed, "Oh, yes indeed, and you Mr. Baloo seem just the sort to keep my Rebecca on her toes."

�

"Thank ya, sir," Baloo said, brushing his jacket off and nodding in Rebecca�s direction

�

"Well, I say, it�s time we got down to business, Mr. Kurlander," Rebecca said shifting the subject and leaning forward, "How about business?"

�

"You�re just like you�re father, you know that?" the beaver said, "He was one to always takes the bull by the horns."

"Well, Becky, doesn�t just take the bull by the horns, she slaughters it, cuts it, cooks it, and sells it at a profit." he joked.

�

"Seriously, now, Mr. Kurlander, what are we talking about hauling here?" Rebecca asked ignoring Baloo�s antics.

�

Mr. Kurlander shifted uneasily in his chair and panned all around the restaurant before speaking. "You know that I worked with your father, and that then I worked with your husband in the military."

�

"Husband?" Baloo scratched his head. This was the first he had ever heard of anything relating to Becky�s life before she came to Higher for Hire, and his curiosity was peaked. Becky shushed him.

�

"As I was saying," Mr. Kurlander continued, "So you are the one person, our company feels we can truly trust not to interfere with us. Coupled with the fact you own and that it is. . .shall we say. .. . a developing company, we feel safe you will act appropriately with our merchandise."

�

"Whadya mean developin�." Baloo shot back defensively.

�

The beaver sighed and folded his hands, and took off his glasses. "You are a blue collar company Mr. Baloo, and there is nothing wrong with that, in fact we prefer it that way. It seems to us that you are less likely to compromise certain. . um. . .values for the sake of advancement. Surely, you must be pleased with the simple existence you lead now, perhaps even afraid of risking it for a better one."

�

"Hey you can�t talk to me that way." he shouted, rising to his feet, "Becky?!"

�

Rebecca grabbed his jacket and pulled him down back into his seat, "What are you trying to say, Mr. Kurlander?"

�

Smiling, the beaver started elaborate, "I see I touched a nerve with Mr. Baloo. I�m sorry for that. Yet it is simply that a company like yours cannot afford any black marks on its reputation so it is the most likely to be honest with us."

�

"Hey wait a sec, flat tail, " Baloo eyed him suspiciously, "What in heck are we shipping here?"

"Oh, nothing to concern yourself with, Mr. Baloo," he said assuredly, "It will not cause any risk in bodily harm to you or your navigator whom I�ve heard so much about. Our company is into engineering, and it is simply parts made out of a very expensive metal, probably more valuable than any shipment you�ve made before. Our sole concern is that whoever is shipping it may want be tempted to steal it. I�ve invested a lot in this myself, Rebecca, and I stand to lose a great deal if anything should happen."

�

"I�ll personally vouch for Baloo," Rebecca said, "You have nothing to worry about, Mr. Kurlander."

�

The beaver breathed deeply and placed a paw over his chest as if relieved, "You don�t know how good that makes me feel to hear that, Rebecca."

�

"Me, too, Becky," Baloo said, teeth clenched, trying to mask his anger..

�

* * * * * *

�

"And Gladys and the gorilla live happily ever after." Kit finished Molly�s favorite story, and tucked her covers in nice and tight.

�

"Thanks, Kit. I�m really sleepy." she yawned.

�

"Me, too, Mols," he said softly as he turned off the Dangerwoman lamp on her nightstand and started to tiptoe out of her room.

�

"Kit, can you leave the closet light on?" she asked hugging her covers.

�

"Way ahead of ya, Molly." he whispered, "Good night."

�

"Good night, Kit," she said turning over onto her side..

�

Silently, Kit crept into Rebecca�s room and switched on the lights. It was as he had remembered it: almost completely barren except for a simple mahogany desk drowning in papers and receipts, and a queen size bed with a fluffy, pale pink bed spread. As was his secret tradition, Kit jumped on it, burying his head into the pillow and wiping the scent of Rebecca�s perfume against his cheek. As he covered himself in the spread, he started to roll around a little, and he heard a crackle of paper under his back. He stopped, and took out the yellow paper from beneath him. It was already crumpled and obviously a few years old. They were stains on it, and some of the ink letters written by a typewriter had been blurred from contact with water or some other clear liquid. As was his habit, Kit read the telegram out loud to himself,

�

"March 1st, 1932, Dear Mrs. Chazz Cunningham, We regret to inform you that at 11:16 P.M. on February twenty-eighth in the year nineteen hundred and thirty-two, your husband Lieutenant Commander Chazz Cunningham was accidentally killed in a routine flying exercise. The details of his death are to remain classified due to the sensitive nature of his work. He will receive a full military burial, but because of the danger of his job and waiver he signed, there is little insurance we can offer you. My greatest sorrow to you, Mrs. Cunningham.

�

�

General Norman Grizzlykopf

�

"I don�t believe it," Kit said under his breath, "Miss Cunningham was married to a pilot?"

�

* * * * * *

�

Having splitting ways with Mr. Kurlander at the restaurant, Baloo and Rebecca sat in the back of the cab, tensely silent, each looking out the window, absorbed in their own thoughts and the vision of the rainy, dripping streets. Baloo was the first to break the silence.

�

"Hey, Beckers, do you think I�m stupid?" he questioned.

�

"No, you�re not stupid Baloo," she answered as if correcting a child.

�

"Well, you coulda said something to that beaverbrain back there, ya know?" he said angrily, "You said before you had a responsibility to your navigator an� all. Don�t you have a responsibility to me too?

She turned around confused, "What are you talking about Baloo?"

�

"That guy Kurlander basically called me a low-class idiot, Becky," he informed her, "Don�t tell me you didn�t notice?"

�

She shook her head, "I know Baloo. Mr. Kurlander lives among a very affluent society, so when he meets someone like you he just doesn�t know what to say exactly."

�

"Why didn�t you set him straight then?"

�

"He�s a client, Baloo," she argued, "What am I supposed to do, lecture him on the finer points of etiquette. Higher for Hire can�t exactly afford to be choosy with their clients."

�

Baloo sighed and slumped in his seat, "That�s what it comes down too again doesn�t it, Rebecca. Money."

�

"What?!" she exclaimed, "Baloo, I really didn�t think you would be that sensitive. . ."

�

"Enough of what you thought, lady!" he yelled as Rebecca flinched at his reaction, "Mr. Kurlander was right, no matter what you do, you�ll always be a cold-blooded, greedy business woman."

�

Baloo was shocked as her expression of anger changed to weeping, "Baloo," she sobbed, "I. . .I try so hard."

�

Sniffing, Baloo folded his arms, "I don�t see it, Becky."

�

She faced him, tears streaming down her face and her face all reddened, "I�m sorry! But Molly�s all I�ve got, and all I want to do is make her life as good as I can make it. I�m sorry if I insulted you Baloo, and I want you and Kit to like me; but with this business has all my hopes for Molly rolled into it, and I can�t let that slip one bit. Do you understand? I don�t have any second chances."

�

Baloo tried to stifle the anger quivering in his voice, "Lady, if you think Molly is all you got and if you think more money is the only thing that makes Molly�s life any better, then you�re even more selfish than I thought."

�

Rebecca�s eyes closed, as she began to weep again, resting her face on her lap and hugging herself as she swayed from side to side. Baloo�s anger slowly faded away into sorrow, and he slid over to her, putting his arm around her. He placed his paw under her chin and lifted it up.

�

"Becky," he started gazing tenderly into her eyes, "I�ve been wanting to tell you this for a long time now..."

�

"Yes?" she sniffed.

�

"Rebecca?"

�

"Hmmm-hmmm?"

�

Baloo rubbed his neck, "Um, you�re hair�s all frizzy again, and those bags are under your eyes."

�

She stared at him for a moment, and then broke into laughter., "You understand now why I always look so bad around you?"

�

"Yeah, I�m sorry, Becky," he said apologetically, "Sometimes this ol� bear don�t know when to shut his mouth."

�

She rubbed his leg affectionately, "It�s good, really," she decided, "That you�re honest with me. I appreciate that."

�

"Hey, lemme make it up to ya," he suggested, "Pull over right here, sir!"

�

The cab pulled over, and Baloo and Rebecca jumped out into the rain. Taking off his sportcoat, Baloo used it to shield Rebecca as they ran inside a diner across the street.

�

"Hey, Balooey," said a gruff, tubby bulldog behind the counter, "Who�s the dame, big boy?"

�

Smiling, Baloo led Rebecca to the counter where they both sat down on two stools, "This is my boss, Rebecca Cunningham. Rebecca, this is my pal, Tiny."

�

"Nice to meet you, Tiny," as she held out her hand to shake his.

�

Gracefully, he pranced over to her, gently took her hand and kissed it, "The pleasure is all mine, milady," he said in a mock English accent, "What can I get you folks."

�

"Two chocolate suicide sundaes, Tiny," Baloo said, "I need to fill up on something after that ritzy restaurant."

�

"It was gourmet, Baloo." Rebecca scolded.

�

Baloo held up his paws submissively, "All I know is that when they served me my food, the portion was so small, I thought I was already done before I even started eating."

�

Rebecca shook her head, giggling ardently, "Baloo, what am I going to do about you?"

�

* * * * * *

�

The next day, Kit walked around the school grounds wearily barely aware of the other students around. A familiar voice interrupted his fog of drowsiness.

�

"Yo, Kit-boy, what�s shakin�?" yelled a loud, young otter.

�

Kit rubbed his eyes. "Oh, hey, Ollie. How�s school been today?" he asked sleepily.

�

"Good as school goes," Ollie replied, "Hey, bro, why so comatose today?"

�

"I was supposed to baby-sit my boss�s kid last night for a few hours," Kit mumbled, "but she and Baloo didn�t get back till one in the morning."

�

Ollie slapped him on the back, "That�s cool, Kit-boy, you just gotta relax today that�s all. So Baloo and that boss o� yours. . . what�s her label?"

"Miss Cunningham," Kit slid down to the ground holding his head in his paws tiredly.

�

"Yeah, that�s right, Miss Cunningham!" Ollie said appreciatively, "So�s she and that Baloo are gettin� on, huh?"

�

Kit laughed, "No way, Ollie! That�s crazy."

�

"I was just foolin, Kitboy," Ollie tried to cover his tacks, "I�s trying to wake ya up, see. Thas all!"

�

Taking a stick and starting drawing in the dirt, "Hey, Ollie, you got family."

�

"Yes, sah!" Ollie bobbed his head.

�

"You got a Mom and a Dad?"

�

"Yes, sah," Ollie said, "But Pop�s isn�t always around, you know? He�s very diligent about his travail. Why you ask?"

�

Kit shook his head, "I never knew my parents, and I don�t think the kid I was babysittin� knew her Dad either."

�

"Who, that Molly?" Ollie said, "Well, I suspects that �s up to Ms. Cunningham and whatnot."

�

Kit started to giggle to Ollie�s dismay, "What so funny, Kitboy?"

�

"I just like the way you talk."

�

"Why thank ya, Kitboy," he said thumbing his suspenders complacently, "I do work daily to make my verbage as grandiose as can be."

�

"You make up those words half the time, Ollie!" Kit grinned.

�

"I know nothing of that which you speak of, Kitboy," Ollie said strongly, "Anyway, bro, stop changin� the axis here."

�

"I�m not second-guessing Miss Cunningham; she�s a smart lady." Kit sighed, "You see I found this telegram, and it was from the air force when her husband died, and I think I feel bad about pryin�."

�

Ollie nodded and knelt beside him, "I see Kitboy. . .This family thing got all convoluted for ya, didn�t it?"

�

"What are you talkin� about?" Kit asked giving him a quizzical look.

�

Ollie grinned at him, "You got it rough, bro. It�s rough for me to talk to my Mom and Pop about this kinda stuff, but you ain�t even have a relation with these folks."

�

"Becky ain�t my mom, Ollie," Kit informed him.

�

"I don�t know, Kitboy. The way I see it, you�ve got a bigger family tree than you think, it�s just that not all the roots are connected right, ya hear? It�s all embrangled up." Ollie said pointing to a tree in front them, "But it still grows."

�

"Is there advice for me in there somewhere, Ollie?" Kit inquired.

�

Ollie shook his head and stood up, hands on his hips, speaking in a feathery tone"You knows better than I that everybody�s gots their demons. Everybody. No ifs, ands, or buts �bout it. You tell her what you know, Kitboy. Who knows? Maybe she left that note out there for a reason."

�

"You�re pretty smart, Ollie," Kit nodded approvingly.

�

"I can�t dispute dat, no sah," Ollie grinned.

�

"Well for an otter, anyway," Kit laughed as he ran away.

�

"Oh, Kitboy, you in perilism now!" Ollie cried as he ran after his friend across the blazing white sands of the playground that roasted beneath the midday Cape Suzette sun.

�

* * * * * *

�

Baloo was up and about in the kitchen that night, and Rebecca, as was custom, sat at the ratchety dark wooden table finishing off her work for the day, her dark-rimmed reading glasses on the edge of her nose. The catfish in the pan sizzled as Baloo threw his towel in the sink.

�

"Where is that kid? He knows six is dinner time around here." Baloo complained.

�

"He probably got caught up in something after school. He�ll be here." she suggested without looking up from her work.

�

As if on cue, they heard the front door open and the sound of two voices chatting.

�

"I�m home!" Kit yelled as he and Ollie bounded into the kitchen, "All right if Ollie stays for dinner?"

�

"I would eat at home," Ollie said solemnly, his paws folded, looking at the floor, "but we�s poor otterfolk, and we ain�t got much nourishment at our domicile to speak of."

�

Baloo and Rebecca looked at him with great concern before Kit started laughing, "He�s just kidding."

�

"Oh," Baloo said, "Sure he can stay there�s enough for him. What about you, Becky?"

�

"Tempting, Baloo." she said sarcastically, "But it�s only been a few weeks since I ate here last, and well they do say absence makes the heart grow fonder."

"Hee-hee, she got you good, Mr. Baloo," Ollie said pointing at the big bear.

�

"Hey you wanna eat here or not, rudderhead." Baloo replied handing a dish full of food to both Kit and Ollie.

�

"Thank ya, sah," Ollie nodded as he and Kit started eating voraciously.

�

Rebecca lifted her nose in disgust as she watched the ill-mannered display put on by the two kids. "So, boys, why were you home so late?"

�

"Oh, I dunno. Just hanging out, I guesss," Kit said in between bites.

�

"Uh-huh," Ollie started to giggle, "Kit�s prevaricatin�, ma�am. He stayed after school beggin� Miss Gibbons to let �im retake the CSAT�s."

�

"I was so tired, I didn�t do that good." Kit explained sadly.

�

Rebecca rubbed his head, "That�s okay, sweetie. You�ll get more chances later at those aptitude tests."

�

"Yea, sweetie," Ollie said in a feminine voice as he started to massage Kit�s cheek before Kit elbowed him away.

�

Baloo finally sat down at the table with his food, "Next time, L�il Britches, you better be ready cause those are the tests that�ll git you into flight school."

�

Rebecca nodded in agreement, then turned to Ollie, "How�d you do on your tests, Ollie?"

�

"Bless ya, ma�am!" Ollie said his mouth full, "But I don�t need to worry �bout them examinations none cause I already know I�m gonna be a steam boat engineer just like my Pop."

�

"Well, let me tell you, Ollie, you�re going to need to know more than boats to run a business." Rebecca counseled him taking off her glasses.

�

Ollie looked at her innocently. "But Kitboy says that Mr. Baloo said you don�t know nothing �bout airplanes, and you run Higher for Hire just fine."

�

Rebecca looked sternly at Baloo."What!?"

�

"I don�t know what that crazy otter is talkin� about, Beckers, cross my heart hope to crash," Baloo said.

�

Rebecca shook her head, "I�m too old for these games. Well, I�ve got to go pick up Molly at daycare and I have a few errands to run, so I better be on my way out."

�

"Good night, boss." Baloo waved as she gathered all her papers into her briefcase.

�

Ollie nudged Kit with an urging look in his eyes.

�

"Uh, hold on there Miss Cunningham, lemme take that briefcase for you." Kit offered.

�

Rebecca nodded and looked at Baloo, "Nice to see there are some gentlemen around here."

�

Chuckling silent as Kit and Rebecca walked out the door, Baloo looked at Ollie. For a few moments they paused in awkward silence.

�

Ollie smiled. "Cargo, huh?"

�

Outside, Kit helped load all of Rebecca�s things into her small, old automobile. It was warm evening, but there were clouds covering the sky creating a misty blackness that surrounded the whole dock. The only noise was that of the ocean crashing against the docks.

�

"Thanks so much, Kit, and sorry about keeping you up so late last night." Rebecca said.

�

"Hey, no sweat. . ." Kit froze for a moment not sure how to confront her, "Uh, Rebecca wait for a second."

�

"What is it?" she said leaning out her car window.

�

"Last night," he glanced away from her shamefully, "I found this on your bed."

�

She squinted at the yellow telegram he held up, and she sighed. "Get in here," she ordered patting the car seat next to her. Kit jumped in quickly sadness in his eyes.

�

"I�m sorry." he said softly.

�

"You shouldn�t have read that, Kit. You shouldn�t have." she shook her head obviously hurt.

�

"I know, but. . .I�m curious about you." Kit answered truthfully, "Your husband was a pilot, huh?"

�

She nodded quietly. After a minute or so she started to speak. "I suppose you�re as good a person as any tell, Kit. Bet you thought you were on easy street with me. Well, this is the dark end of the street. How do you like it now?"

�

"I like it just fine, Miss Cunningham," he said firmly, "An old friend of mine told me everybody has their demons to face no matter who you are.. . I�m here Miss Cunningham. I�m here to stay."

�

She shivered slightly, and sniffed. "I met him at college."

�

"Your husband?"

�

"Yes." she murmured, "I was soo quiet, Kit, and shy. In high school I had a learning disability among other problems and nothing seemed to come easy for me. Then I met him one day in an astronomy class. He was.. .so handsome and confident, but he was quiet too. He seemed to understand me. He was a hotshot pilot, like you�re going to be Kit, in the aviation school there, and one day he took me up in his little airplane. And he said that every single cloud he ever saw would always remind him of me. Wasn�t that nice? Right after that I knew I was going to marry him."

�

"After college?" Kit asked

�

Rebecca nodded, "We didn�t see each other that much, though. I went to grad school, and he was immediately hired by the government."

�

"What did he do?"

�

She shook her head, "I never figured it out really. He said it was classified and in a few years Molly came along, and I stopped worrying about it. Then. . ." she sniffed, "when Molly was four, he died."

�

"And you got this letter?"

�

"That was it." she sobbed angrily, "I didn�t even get his pension, and the next year I was just a pit of despair. I used up almost all of my inheritance from my parents before I came to my senses. There was just enough left to buy the Seaduck. I don�t know what I would have done without Mollyt."

Kit brushed her hair with his paw, "Yea you do."

�

She wept, "You and Baloo have been so good."

�

He hugged her and they rocked back and forth.

�

"If anything happened to you two or Molly. . .I . . .I . . .couldn�t handle it. "

�

Kit let a tear slide down, "Nothing�s gonna happen to us Miss Cunningham."

�

She buried her head in his green sweater, moistening it with her tears and muffling the sound of her sweet voice, "Oh, Kit don�t you disappear too. Don�t you disappear without a trace like Chazz."

�

To be Continued...�