Written by: Steve Carter

Disclaimer: Baloo, Rebecca Cunningham, Don Karnage, Kit Cloudkicker, Molly Cunningham and WildCat are (c)1990/1991 Walt Disney Company and are being used without premission. The writer has made sure that all material represented here is not used for profit and is used with the upmost respect to Disney and the Tale Spin team. All other characters are the property of the writer.

"Mr. Khan," he reported, submissively, "the project is right on schedule and we project an operational status in the span of five weeks…"

"Two," rumbled the tiger.

"…two weeks, sir! We've been doubling our efforts and working three shifts since the deadline had to be pushed up."

"Excellent," Khan growled, then turned down a corner into a halo of blue light. He couldn't be bothered with trivial details such as those that his assistant was rambling off now; schedules, employee complaints, and the like. He wanted to see his marvelous project in action.

The pair came to a door and the two thick sentries posted one on either side. The sentries parted and respectfully lowered their weapons for their master as he pressed his massive palm against a lustrous black object imbedded in the wall. A smooth, blue light flamed on its surface as it took in data, and then the door began to slide away from him.

The assistant had never seen this before, and was amazed to see the door slide back a full six inches before moving to the side. It was a slab of metal half a foot thick, hermetically sealing off the chamber within. Khan's frame filled the doorway and he couldn't see what was inside.

"You may go now," he said without looking back. Somehow, the assistant understood the sentence punctuated with 'get away from me.' No problem there; he made a beeline straight for the elevator.

Shere Khan moved forward through the hatchway, the door slowly moving back into place to block further entrances.

Inside the chamber, a sole object stood in the center of a cylindrical room. A black sphere rested in a cradle of three inverted spider legs, ringed with computers that flashed with blue, green, and red lights. Three technicians sat at terminals, busily tapping keys and entering data, staring at floating models of isotopes and molecules, chemical equations and projected outcomes. Khan's entrance into the chamber caught their attention—he was the only one who COULD walk in like that—and they paused at their stations while a fourth body appeared from behind a row of machines and moved forward to greet him.

"Doctor Archangel," Khan purred. "I am told that my project will be finished in two weeks time."

Archangel, a leopard in his mid fifties, stifled a gasp of shock at the statement. He had predicted five weeks to the assistant, but apparently that number had been pared since then.

"Yes, Mr. Khan," he replied, "two weeks is… that… well it sounds about right."

The others in the room stifled gasps of astonishment. One body mumbled something under his breath. Khan's eyebrow moved and one eye flashed in that one's direction, and the technician shrank slightly in his chair.

"Is there a demonstration available?"

"We don't have a good demonstration at this time, Mr. Khan. However, we're working around the clock to get the project finished." He wanted to add that his people were falling over themselves, that they were working as fast as they could. But he knew Shere Khan's motivational tactics would prove much more caustic than a stressing schedule.

"I want to see the final product test run at your earliest convenience," Khan added. "See that your earliest convenience is tomorrow morning." The colossal tiger turned and left the chamber through the thick, sliding door.

Archangel turned to his staff. "We only have two weeks to do five weeks work, and he wants a demo by tomorrow morning…"

"I don't know if we can do that," a young vixen said.

"No, not without cutting corners, but it's what he wants and we have to provide it for him." He wrung his hands in worry, "Because we all know what will happen if we don't."

A moment of silence hung in the air. They knew, all right…

"Make whatever improvisations are necessary. We'll get at least a working model by the morning. Make sure it only does one or two things; I don't want to complicate matters or have any delays. I'm counting on you, people."

Archangel moved to the side of the black orb in the center of the room, running his fingers over the smooth, glassy surface. "You… you're going to have to work if we're going to win."

A buffet of wind & rock music on his headset, the knife-edge of adrenaline surging through his veins, the glittering sea beneath the gleaming silver board… it was all a boy could want in this life. Kit Cloudkicker gripped the tow cable with only one hand, banking off a sheer of wind and slicing through a cloud as the Sea Duck swooped to and fro. Baloo, sitting in the cockpit, grinned at the youth's exuberance and sent the plane into a steep climb, forcing the cocky kid to adjust his airfoil to compensate. The boy, with an aplomb that would have done a surgeon proud, banked sharply on his Y-axis and whirled up to meet the challenge. The curve of metal felt good beneath bare feet as he mastered its arc and attack like a seasoned veteran.

"That the best ya can do?!" he called through the microphone wrapped around his head to the pilot. Baloo smirked and bowed the plane down, snapping the tow cable like a whip and forcing the boy to spin head-over-heels in mid-air, only to catch himself and roll down to a stop to right himself.

A moment later, the clouds parted and the expanse of Cape Suzette spread out before them. The patterns of landscape reached to the edge of the sea, and for a moment, Kit Cloudkicker felt like an angel soaring above the disadvantaged land-bound citizenry. Nothing on earth could compare to this feeling! The boy heaved a sigh and pulled himself back up into the cargo bay of the Sea Duck. As the hatch yawned shut, he stretched his arms and flexed—it was always a pain to have all that adrenaline flowing in one's system and have no place to put it.

"Not a bad bit of surfing, kid," Baloo chuckled as the boy took his usual seat next to the bear.

"Good clouds today," the boy replied. "nothin' like the feel of a good, powerful wind under you." Baloo shared the youth's giddy delight. Although he could never manage the coordination, watching Kit's aerial acrobatics was enough to make him feel like a schoolboy again.

"And just where have you two been?!" Rebecca chided. "You're twenty minutes late and Mr. Crumb has been waiting here in the office!"

"Sorry Beckers," the older bear replied with a sheepish smile. "Kit was taking in some good cloudsurfing and—"

"I understand you boys enjoy your fun and games, but could you PLEASE remember that I have a business to run here?" she snapped.

"Aaw Miz Cunningham…" the boy began.

"Kit, you heard me," she replied, a bit softer than she addressed the pilot. "No more shenanigans when there's a timetable!"

"Rather necessary timetable, I might add," another voice entered the conversation.

Baloo and Kit looked over Rebecca's shoulders to see a tall, thin, grey eagle standing very erect in a polished suit. His manner was that of an Englishman on business, but he spoke with no accent. "I have to get to Shere Khan's office in town and deliver this," he produced a small, black box.

"Hate to disappoint you, Mr Suit 'n Tie, but we ain't a taxi service," Baloo began.

"We are right now," Rebecca sing-songed. Baloo looked to her with surprise and she returned his gaze with the unmistakable "he's-paying-us-enough-to-be-one" glance.

"I hear tell that your business is swift and reliable," he added. "And I don't trust the cab drivers in this town any further than I can throw them."

Kit sized the man up like a butcher inspecting meat. His pirate instincts took over: Oh yeah, this guy had the bucks. Even though rich guys were never big tippers they were usually sloppy about securing their valuables and—wait… he stopped himself.

Baloo crossed the space between the small group and the car Wildcat had transformed from a decrepit jalopy to a lean muscle machine. It looked innocent enough, but the engine was modified from a surplus B-17. Nobody ever asked how or where he'd gotten it. Nobody wanted to know. Baloo opened the door for the customer.

"Thank you," Crumb said as he lighted into the back seat.

"No sir," Rebecca added, "thank YOU for choosing Higher for Hire!"

Baloo and Kit piled into the front seat and a moment later, they were on their way to Khan Industries in the center of Cape Suzette.

Mr Crumb stared out the window as the car swerved this way and that. Baloo's driving still needed work, but he was negotiating traffic while the boy alongside him pointed out their way. Odd, he thought, that a grown bear would depend on a child to find direction. Then he realized that the larger bear had a distinct disadvantage: lack of navigational skills surpassed only by a lousy sense of direction.

"Say," Baloo asked over his shoulder, "what's in the box, anyway?"

Crumb was prepared for this question. "Oh, just a small token of my employer's affection for him. Nothing special."

"Can we see?" the boy asked, curling his body over the seat.

"I'm afraid that won't be possible. It's for Mr. Khan's eyes alone," he replied.

"What is it?" the boy pressed. "Jewels? Gold?" The eagle could almost see the dollar signs in Kit's eyes.

"I believe it's a pen," he replied.

Kit instantly deflated. A gift pen was probably inscribed with Khan's name and would be worth very little, but if he could find someone to melt it—stop thinking like that!

"Actually, I—"

A squeal of tires and a fog of burning rubber followed. A green sports car whizzed by, dangerously close to their own. The car whipped to the side and Crumb slammed against the door, dropping the box from his hands as Baloo fought to regain control. The powerful engine got away from the bear and roared to life, rushing forward to smash its right side into a truck. Kit launched across the spacious front seat to bounce off Baloo's ample middle and slosh back down onto the padded leather seat. The elder bear turned the wheel and hit the brake, swirling the car to a stop and almost running up onto the sidewalk.

Kit, shoulders on the floorboard and feet up in the seat, caught his breath as he wiggled his fingers and toes to make sure everything was still there.

"Next time," he said, "seat belts."

Now terrified at the possible lawsuit, Baloo turned around in the car to inspect their passenger. Crumb lay sprawled out in the back seat, unconscious. But more, he saw that the black box lay open, with a groove set into a bed of velvet where its contents used to be.

At Baloo's insistence, Kit scrambled over the seat to look for the precious pen while Papa Bear's brain sought things to tell their passenger when he came to. In the impact, one of the back doors had buckled and flown open.

Kit couldn't find a pen at all, but in the middle of the left floorboard, a gleaming silver tube reflected the afternoon sun. He picked it up and turned it over curiously in his fingers. "What's this?"

The elder bear smirked, "No idea, isn't it a pen?"

"No," the boy replied, his fingers finding a fissure in the otherwise smooth, silver casing. The object came apart at one end, so he allowed his curiosity to indulge itself and slid it open.

Inside was a simple glass vial with a black liquid inside. Across the face of the glass, a curious, triple bladed circle was stamped in red paint. There seemed to be no way to open the glass.

"I wonder what this is?" the boy asked.

Baloo scratched his head beneath his pilot's cap, "I don't know, little britches, but you'd best put it back…"

Another car screamed by, startling the boy and causing him to fumble with the glass vial. Kit gasped and grabbed for it as it struck the edge of the car door and rebounded out into the street, then smashed against the pavement with a thick crack.

Kit peered out of the door to see where the eerie black liquid spilled out of the vial. "Oops…" he grumbled.

As the black solution trickled out, it pooled in a small depression in the pavement. As the boy thought to grab something to sponge it up, it moved again, but laterally on the concrete. Kit knitted his brow at the thought—it wasn't moving with the force of gravity…

"Come on, Kit," Baloo said, hauling the boy back into the car, "we got to get him to a hospital and quick-like!"

When the three of them arrived at Cape Suzette Mercy, almost the moment Mr. Crumb's data had been entered into the system a pair of thick, brutish panthers arrived to take custody of him. Doctor Mannix, the attending physician, had demanded they identify themselves, but the thugs simply brushed him off and announced that they worked for Shere Khan, and that the magnate would see to Crumb's problems.

Rebecca Cunningham, predictably, was hysterical.

"Now now come on Beckers…" Baloo tried to pacify her.

Kit's eyes went wide as he and Molly sat at the top of the stairs, out of sight of the adults while Rebecca Cunningham wove a tapestry of vitriol and verbal malevolence, threats and accusations, insults and random thoughts of revenge and punishment against the lumbering Baloo.

"Kit," Molly whispered, "what's a purf-frontal lobomoty?"

He shook his head that he didn't know, then whispered back, "I really don't think we should be hearing this anyway."

"Yeah," she replied. "Let's go get some ice cream."

"You just thank your lucky stars that the police are blaming it on that other motorist and not you because if they weren't then you'd be cooling your heels in jail right now and I wouldn't even WANT to do anything about it because I can't believe you were so clumsy and stupid that you didn't just almost kill our one paying passenger this week but you also lost a very important package for mister Khan and I have no idea how he's going to react when he finds out what kind of oafish, incompetent, moronic nincompoop has done something so stupid—!"

"Take a breath, Becky!" Baloo growled, seizing her shoulders to get her attention. "Like you said, it was that other guy's fault and they can't hold us to blame for it!"

Rebecca ground her teeth together, "That's not going to do anything to help our business!" she said through clenched teeth. "People aren't going to care whether or not it was our fault. They'll just look at the fact that my ONE employee was involved in a major accident with one of Mr Khan's assistants and THAT'S what they'll see."

Baloo released her, considering it. "But our 99% service rating's gotta count for something, right?"

She turned, fuming. "Just… don't be here right now!"

Baloo hung his head, grumbling to himself. Like he had told Kit a thousand times, life isn't fair.

Kent Peterson sat at his office table, drafting a new kind of truss for his physics class. The 22-year-old otter had been excelling in the hard sciences since he entered school with a loan from his parents. Tonight, he was going to wow 'em out with his theoretical truss design. Of course, it wouldn't work without an extraoridnarily lightweight, strong metal, but that wasn't the point anyhow. It was all theory anyway.

Kent stood up and stretched, rubbing his eyes to get the crud out of them from the two hours he'd been staring down at his drafting paper with the painfully bright lamp overhead. He was getting a headache and knew that if he didn't get some air and sunshine, he'd be in rough shape when he gave his presentation tonight. He placed his pen down on the paper and crossed his room to the fridge. Pouring himself a glass of cold water, he gulped it down in a matter of seconds before pouring another one and ambling over to the drawing board again.

Beneath the tip of his pen, a pool of black liquid had formed on the drafting paper. Right where the truss's main elbow joint connected.

"Oh man!" he growled, reaching for the pen.

In a flash, the pool of black leapt from the paper and swirled around his arm, snaking beneath the fur with the speed of an adder. Kent dropped the glass with a crash and, panicking, slapped at the tickling liquid as it shot up his arm, across his shoulder, and toward his face. With both hands, he clawed at the stuff, but it only slithered around his fingers and made its way into his nose and open mouth. The cool, slick substance entered Kent Peterson's face and burrowed its way down to his lungs.

Baloo and Rebecca slammed roughly to the lush carpet at the front of Shere Khan's desk. The pair of thugs depositing them there stood readily by as a pair of sentries over prisoners.

"Hey, what's the big—" Baloo stopped. Shere Khan was sitting behind his desk, visibly on edge. He had never seen that happen before.

"Where is the package that Mr. Crumb was carrying?"

Rebecca looked at Baloo quizically.

"Package? Er, what package is that?" the bear asked.

Khan stood, gripping the edge of the desk like a vise. "Don't toy with me, Baloo. Crumb was carrying a very important piece of one of my projects and its disappearance could mean disaster."

"Hey Khan ol' buddy, I don't mean to…" The tiger snapped his fingers.

Baloo found himself lifted bodily off the ground and felt a thick fist slam into his right kidney. The bear cried out and guffed as he was dropped again to the carpeted floor.

"Tell me," Khan said, clenched teeth visible through curled lips.

"We don't know!" Rebecca stammered as she knelt beside her fallen pilot. Baloo wheezed for air, cradling his wounded side as he fought off the terrible pain.

"That's not the answer I'm looking for!" Khan growled. Rebecca found herself hoisted off the floor as well, but the sentry held back. The office door had flown wide and a middle-aged leopard had rushed in.

"Mr Khan! We've been able to replicate the organism in the laboratory! We think we have a way to--!"

"Who are you?!" Rebecca shouted.

Archangel stared at the dangling woman, wondering what was going on here.

"Go on, Dr. Archanglel," Khan purred.

"Sir, we've isolated what we think could be the organism's replicating function and we think we might be able to formulate an antidote. When Mr. Crumb gets here with—"

"Mister Crumb will not be arriving," Khan rumbled. "He was involved in an auto accident and I've been inquiring about the present whereabouts of the sample he was bringing us."

The colour seemed to drain from Archangel's face. "You mean… the specimen… might be missing?"

"Missing, yes."

"But that… that could mean…"

"The word you're searching for is blackmail, Dr. Archangel. Blackmail at the very least. At the worst…?"

Rebecca Cunningham found herself chilled to the bone by the conversation taking place before her.

Kent Peterson lay on the floor in a crumpled heap longer than he could remember. The inner linings of his lungs burned with a wrenching, ripping pain. It was all he could do to keep breathing. His breath came in short gasps, fingers of agony spreading out within his torso with every heave. He couldn't speak, he couldn't scream… his eyes had rolled up into his skull with the unbearable pain of the spasms in his lungs.

And then, like a surging tide, it started to come up. Kent's eyes flew open and he righted himself as vile regurgitory acid flashed up from his stomach and he retched onto the floor of his tiny apartment. The tightness in his chest had released somewhat and he could suck in lungs full of air, but the exhaling was like breathing out fire. He clenched his eyes shut as tears spilled down his cheeks from the pain. Then, as suddenly as it had come, the agony was gone.

Kent collapsed onto the floor and held his chest in both hands, soothing his lungs from their torturous ordeal. With one hand he wiped his eyes free of the tears, and he looked up.

Hovering over him was a viscous, black cloud. It stretched out six feet wide in all directions, boiling like a thunderhead.

He mumbled a silent prayer as it descended on him, and the burning started all over again…

A thin, dark figure appeared in the doorway. "Mr. Khan, there is a radio story that you need to hear."

The tiger nodded, and the figure in the door pressed a switch on the wall. Internal speakers in the room hummed to life.

**Again, our top story. Local college student Kent Peterson has been found dead in his apartment on Mowgli Street, near the site of today's traffic pile-up. The details are unclear, though neighbors report to have heard sounds of a commotion, and an acrid smell coming from his apartment. It is suspected that Peterson, a heavy smoker, may have suffered some sort of arrest. He was pronounced dead on the scene, but police are still investigating.**

Shere Khan ran a clawed finger across his chin. "It's worse than I thought."

Rebecca looked up at the brawny feline with astonishment, "YOU had something to do with that?!"

Khan cocked an eyebrow in her direction. "The project that you have interfered in is called 'White Air,' and it was an experiment of Khan Industries to help smoking cessation. It is a biological agent that cleanses lungs of the deleterious affects of nicotine and prevents lung cancers, emphysema and the like from forming. One of the most important ingredients in the project is a solution that catalyses the process, and that was what Crumb was transporting."

"Then why wasn't he under more security?"

"Crumb was, in hindsight, a bad choice. We discovered that he was cutting corners and skimming money from his travel expenses to foster a few bad habits. He has since been…" a pause as the tiger considered one of his nearby plants, snarling through its barbed teeth, "dismissed." The leopard gulped hard.

"Since when does the mighty Shere Khan do anything for good intentions?" she growled.

The tiger sighed, annoyed with her. "You're too small a fish, but one of these days you might grow up to understand. Running a large corporation involves compromise, and sometimes I have to do things that aren't in my own best interest. Smoking legislation is hovering around the government right now and they're going to raise the price of cigarettes again."

"To encourage people to quit smoking, I know."

The tiger sighed, irritated, "Don't be ridiculous. They've tied so many of their social programs to the smoking taxes that they can't afford for people to stop. They wanted me to create a method of cleaning out lungs so that the taxpayers don't die before being milked for every cent they have. If I didn't do this as a favor to certain congressmen, I'd soon be up to my ears in federal fines, audits, and retroactive taxes. The fact that it would be advantageous to people in general was just a nice byproduct."

From the floor, Baloo looked up, not at Khan, but at Archangel. The leopard was nodding, but not in agreement. He was nodding in understanding, as though committing the information to memory.

"But you see, even though it's at my own considerable expense, I stand to benefit, and there are many people in high and low places that don't want that. I am sometimes at the mercy of industrial sabotage. I think that Crumb might have done something to the ingredient to alter its chemical composition in order to impair my work. If that is the case, then the problem is much greater than the one we were trying to help. I fear that the catalyst has… alternate uses as well."

"So you've created a weapon?!" Rebecca gasped.

"Everything on Earth can be either a tool or a weapon. Anything perverted and used out of its original intent can be harmful, Miss Cunningham. Overdosing on Acetaminophen, or common aspirin, can be deadly."

"Aaaaaaspirin…" Baloo moaned, finally struggling to his feet.

"So now…" Rebecca thought for a moment, "now we have to stop it?"

"Now we have to stop it," Khan rumbled. "I only hope we can do so before more innocent lives are lost."

Suddenly, the woman startled, looking behind her. "Where's Molly and Kit?"

Two blocks from Mowgli street, a blissfully naive Molly Cunningham licked a spot of ice cream off her nose with a silly giggle. The pair sat in a booth, opposite one another and just inside the tall, wood-framed glass door of the shop. Across the table from her, Kit was absently sipping from a frosted glass and not paying too much attention to anything. The girl slid down in the padded booth and pushed out a foot, wiggling her toes in the boy's tummy to tickle him.

"Hey!" Kit protested, pulling back and whipping one hand down to snare the offending ankle. Then Molly realized what she had started, and the fact that he now had her foot captive. She giggled softly as a wicked smile spread across his lips. He wagged a finger at her, "I owe you a good one!"

Kit released her foot and she drew it quickly back to safety.

"Ya think they're done yelling at each other?" she asked.

"Maybe," Kit offered. The boy looked out the story window at the streets. It was hot out there, and the ice cream shop had the A/C cranked up. He had chosen the booth for the location of the air vent, so that it could blow on her and keep her cool. It also put her upwind from the guy with the cigarette sitting in the next booth. Kit could stand the smell of cheap tobacco, but took a special pride in protecting the girl from harm.

"I don't like it when they fight, but at least they make up later," she mused. "Oh grump!" she snorted, looking down at the floor. Kit leaned over to see her spoon had fallen off the table during their poking game and splatted onto the floor. She leaped out of the booth and ambled toward the counter to get a clean one.

Kit stirred his soda with the straw, thinking about Rebecca and Baloo. It was plain to everybody that they both really cared for each other, in a Ralph-and-Alice kind of way. He looked around at the sprightly girl, beaming at the soda guy and practicing her skills as a charmer. Kit had often found himself musing about what it would be like to have a real dad, and a real mom and little sister. He'd often found himself looking at other boys her age and determining who he thought would be good for her when she was old enough to date. So far, nobody passed.

Molly leapt back up into her booth with a bright grin, having charmed the guy at the counter into a new spoon AND a free wind-up pocket monster that only sold with the kids' meal. Kit grinned and shook his head, fighting off a shiver. He looked up at the vent above, and for a moment, caught a glimpse of something odd. A black shape seemed to pull up into the dark vent. He shook his head and looked again, but saw nothing out of the ordinary.

"Hey, thanks, Kit!"

Kit knitted his brow, taken off guard.

"I didn't know you had chocolate syrup!" she chirped, angling her spoon for the kill.

Kit's eyes followed her hand down to the bowl of white. There, ringed around a lump of ice cream, was a shiny black oil. Kit sat, frozen in that moment as he saw a tiny finger of the black substance move up, against gravity, toward the approaching spoon.

In a flash, his hand instinctively swiped the bowl off the table, where it crashed to the floor in an explosion of broken porcelain. Molly's mouth fell open, shocked at Kit's outburst, but then followed his gaze to the pool of milky white on the tiled floor.

"Hey!" came an irritated voice from behind the counter.

Then the pool of black began to move quickly across the floor, back toward them.

Kit leapt up onto the table, instinctively scooping the girl up with him. Molly punctuated the moment with a scream as the boy bounded over the padded seat toward the door. The girl abruptly moved, clutching around his neck and throwing him off balance and the pair fell to the floor in a clump. Shocked and now hurt, Molly's wail became a screech.

Kit looked across the floor to see that eerie black stuff slicing toward the booth they'd left, dangerously fast. Awkwardly, he fumbled to pull himself off the floor with the heavy little girl clinging to his neck. He managed to scurry backward on the floor, but the oil was suddenly perched on the back of the booth seat. Then, like an angry serpent, the trail of slippery black arched up in a thin stream, a bulbous knob at the top staring like a single eye.

Kit's fingers moved automatically, unconsciously up the back of his sweater as the stuff arched up off the floor and into a blob atop the padded chair.

Throwing his weight forward, inertia pulled his arm back with a snap as the airfoil flashed up before his face, ratcheting open with a mechanical clack!

The oil splashed across the polished face of the airfoil, boiling uselessly against its surface as the boy hurled it to the right and lurched left, extracting himself and the girl from the floor in a single, smooth motion. The frustrated ooze swarmed around the metal and moved, serpentine and swift, back toward them. Too fast. The boy made a split-second decision for a high-stakes risk. He covered the girl's face with one arm and his own with the other, sucked in a breath and charged through the ice cream shop's latched door. Crunching, splintering glass shattered with his weight, erupting in a hail of debris. In a lightning move, he tucked and rolled, shards slashing the sweater under him as he recovered and, with the screaming girl around his neck, raced down the sidewalk.

Moving like a bullet, Kit sped down the pavement with all the speed he could muster. Molly wailed in fear and frustration, slung over his shoulder. He cut a corner and stopped behind a brick wall, sucking in air as his lungs burned from the exertion. Kit set the girl down onto her feet and clamped a hand over his mouth.

"Shhhh!" he urged, "be quiet Molly, please!"

She saw the look in his eyes and swallowed her emotions, though a steady stream of tears still spilled over his cheeks.

Kit looked around the corner to see a small crowd had gathered outside the ice cream parlor, then his eyes caught a slash of black moving down the sidewalk. It was weaving from side to side, occasionally poking up a feeler and pointing in a direction.

**It's looking for me.**

Kit pulled back around the corner, took the girl by the hand, and led her quietly through a well-known back alley.

Moments later, the streak of black oil reached the corner and stopped. A tendrilous finger reached out and touched a pool of dark red on the ground. The fluid blob swirled around it, absorbing the tiny puddle of blood. It raced over to a second droplet on the ground and devoured that as well, then on to a third and a fourth…

"Mr. Khan," Archangel said, voice quivering as the titanic tiger stroked the black orb respectfully, "shouldn't we have told them the real story? And why did you let them go like that?"

"All things in good time," Khan purred. "Baloo and Miss Cunningham have a certain knack for getting into trouble, and things have a way of coming back on them. I'm playing a hunch."

"But sir, we've no idea that the pathogen will…"

"You are not in possession of all the data involved with it." Khan silenced him with a wave of his massive paw. "For you see, what I told them WAS true, from a certain point of view."

"Sir?"

"It IS a government project, but nothing quite so benign. It will find Baloo because he was stupid enough to release it."

"Then… then what?"

"Then we'll be able to recover it from his body."

"Surgery?" Archangel said, ever unsure of his ability as a surgeon.

"No," Khan added dryly, "autopsy."

"MOLLEE!!" Rebecca Cunningham screamed. The door stood open as a panting Baloo followed close behind her. The woman was half-crazy with worry and fear.

"Kiiiit!" Baloo called up the stairs as Rebecca started up them.

"Huh?" came a response from under her desk.

"Wildcat," Baloo barked, "have you seen Kit or Molly?"

"Aah, no," he replied, "but I just think they might be off playing somewhere. Ya know how they like to…"

"No, I mean we gotta find 'em! They might be in trouble!"

Wildcat's eyes found a half-terrified, half-livid Rebecca storming down the stairs toward the pair of them. "Where's Molly?! Where's Kit?!"

"Gee I dunno Ree-becca… what's wrong?"

"There's some kind of monster loose out there and they might be in danger!"

She was pacing now, genuine hysteria creeping up on her. "It's all that Shere Khan's fault! He's the one who should be in trouble right now!"

Baloo eased up to her, "He's doin' everything he can, Becky…"

"But he's responsible!" she snarled. The woman smashed a fist into a table, then returned to pacing. "We've got to find them."

"Find…?" came a new voice.

All the faces turned toward the door to see Kit and Molly silhouetted there against the graying afternoon sky. Rebecca was across the room in a flash, hugging her daughter tight, sobbing gently into her shoulder as a terrified mother will.

"Mommee… I was scared!" Molly whimpered, but Rebecca didn't listen. Her terror and frustration boiled out, and she was lost in the emotion of the moment.

"What happened, Kit?" Baloo asked.

Winded, the boy passed the two females and entered the office space, where he opened his mouth to speak.

"Whoa!" Wildcat yelped, "what happened to you?" The mechanic pointed to something on the floor behind the boy, and Baloo's eyes followed the scraggly paw. It was a spotty trail of dark red leading in from the door. Half-aware, Kit turned his head and arched up a leg to look around himself. His sweater had been slashed in several places, and he was literally trailing blood where he walked. His mouth fell open at the realization, and his lip curled at the thought of what he must look like. Without a second thought, Wildcat pulled a first aid kit out of the desk drawer and circled behind the youth.

"Hey Kit!" Baloo comforted, "you musta got into somethin' fierce!"

"It was this… thing," Kit began. "It came after us in the ice cream shop over near Mowgli street." Kit's eyes flared for a moment as Wildcat dabbed a cotton ball on an open wound, but he didn't otherwise react.

"You got some little cuts there, Kit," the mechanic advised, "but I think you're gonna live."

"Mowgli street, huh?" Baloo scrubbed his chin with a finger. He crossed the room and flicked on the radio.

"…reports of a series of disturbances and vandalism in Cape Suzette today, with several injured in a local parlor downtown. Information is sketchy right now and police aren't telling any stories. Scattered reports of contaminated food, however, are growing. In other news…"

"Contaminated food, hah!" Baloo snorted. "The only thing contaminated is their clue."

"It wasn't contaminated food, Papa Bear," Kit added. "It was… it was just plain weird. It was this thing… this weird oil that moved like a snake. It traveled through the vents and wanted to get into our mouths."

"White Air," Baloo rumbled, his mind toying with the irony of it. He didn't trust Khan any further than he could throw him, but this new turn of events was seriously starting to unnerve him. The ursine squared his jaw, unwilling to let Kit in on how seriously scared he was.

"White air?" Kit asked.

"Yeah, little buddy. It's some weird science thing Khannie has goin' on. He wants us to fix his mess-up, but I ain't doin' nothin' for him after this!"

"I think we should just…" Kit swayed, then fell forward against Baloo's ample gut.

"Hey there, you ain't goin' nowhere lil' guy!" Wildcat scolded.

"He's lost a lot of blood, Baloo," Rebecca added, noting the minor scratches across Molly's fingers. He had absorbed most of the damage, and even though minor, the cumulative effect had left him weak. Baloo swaddled the boy up into his arms, holding him by the shoulders and knees so that his wounded back and rear could hang free and avoid getting glass ground further in. The throng of bodies flowed up the stairs to give him a proper dressing and put him to bed.

Low thunder rolled outside, as dark, brooding stormclouds continued to gather overhead.

Outside, a dark sedan sat comfortably far away from Higher for Hire. A pair of eyes lighted on the unassuming building as a ribbon of white smoke purled up from the watcher's lips. It was company policy that you just didn't smoke in Khan Industries cars, but this far away from the boss, he didn't care. Besides, they'd had him stake out the fat guy and the loud broad on short notice. He could take liberties if he wanted.

The panther reached out the window and flicked ashes out onto the pavement, where the grey flecks melted into a streak of dark red.

What the heck, he didn't care.

He stretched out again, trying to get comfortable, and took another puff on his cigarette, flicking the ashes out the window again.

Maybe they would have another of those company bonuses for him for doing this. Yeah, Shere Khan was a tyrant and a jerk, but he knew how to reward his loyal employees.

The watcher thought about a night of wild celebration with beer and women. Maybe even a little joyride or two. It wouldn't hurt to take some time off to go out to Louies and blow off steam after this.

He reached out to flick ashes again and felt something wet tap against his hand. His first thought was that the rolling clouds had just decided to drop their cargo of rain on his head: great. He didn't like driving in the rain.

Then the wetness began to move down his arm, so he pulled his hand… nowhere. The panther's face turned to see a slick, black liquid slither up from the ground and onto his hand, up his arm, and under his sleeve.

Listening to the drum of the rain on the window above, Kit lay on his bed, worn out from loss of blood. Rebecca had swirled together a bowl of hot soup for the boy as he recovered. Encouraged to sleep, Kit instead fought a losing battle to keep his eyes open. The adrenaline surge had left him and fatigue was setting in, but the cub's devotion wouldn't let him relax. Wildcat provided him with a thermos of apple juice with a half cup of sugar added to help with his blood loss and he had downed it in an instant. Molly cuddled up beside him in the failing light of dusk to keep him company, and the warmth of her body was slowly chipping away at his resolve to stay awake.

And outside, a ribbon of black pooled in the front seat of a sedan, like a spider lying in its web. The blistered hulk of a panther lay in a heap before the wheel.

In a long hall lit by austere grey lights, Shere Khan addressed a small group of grim-faced men. There were no adornments here, and none of Khan's exotic plants--merely flat, grey walls and tall electric torches to light them. These were men who never gathered together in the same room for any reason, for each had a job separate of the others, and none ever knew what the others were doing. This was the way it had to be; when the right hand doesn't know what the left hand is doing, things are easier to deny in the end.

"Dark Air is out of control," the tiger rumbled.

"Yes," Archangel added, a trivial figure standing by his imposing master. "It begins as a liquid form that must gestate in the lungs of a host, expanding itself with concentrated oxygen that it can only get by taking control of the air sacs in peoples' lungs. It can't just convert oxygen to fuel on its own, it has to be a parasite first."

The grim-faced men stirred in their seats, uncomfortable with the barrage of scientific information.

"So essentially," the doctor continued, "after it pupates it leaves the body to encounter free hydrogen, it becomes a highly corrosive cloud that disintegrates whatever it comes into contact with. It absorbs released gases from whatever it disintegrates… and that's its food." The professor fidgeted for a moment before adding, "It grows."

"How do we kill it?" one voice asked.

"Well," Archangel stammered, "we're not quite sure of that. In order to complete its first growth cycle, it has to combine with the first carbon dioxide stream that it encountered when it left its containment. Or in other words, the first thing that breathed on it when it left the case. The chemical composition of its 'first breath' imprints upon its DNA strand the pattern for maturing. It must continue its cycle of feeding, expanding, and degeneration until it finds the original, when it can then take its mature form permanently."

The lights dropped and the center of the table lit with a pale blue light. A fizzle of energy appeared above the light and resolved into a hologram of Baloo. "This," Khan purred, "is Baloo, a rather vapid pilot at a local flying service called Higher for Hire."

A series of grumbles filled the room. Several of Khan's elite operatives had met up with Baloo in the past. None of them particularly liked him.

"He is the one who opened the containment device and first breathed onto the substance. It will likely seek him out and try to merge with him in order to complete its cycle. You must let that happen, and when it does, you will bring him to me. I have a man on him now."

"Is there anything else?" another voice asked.

"Yes," Archangel added, "we know that it doesn't like water. With the storm outside, it's probably sheltered somewhere and awaiting the storm's passing."

Nods from around the table followed, followed by an uncomfortable silence. Archangel twitched slightly, eyes falling on Shere Khan's forbidding expression. Then the tiger's lip curled, "Don't fail me."

The others rose from the table and filed out.

TO BE CONTINUED....