Disclaimer: This is my version of the Tale Spin episode, Plunder and Lightning. I always wondered what was going on in the characters’ heads as the episode progressed, so I decided to take liberties with the episode and hope that the Disney people won’t sue me. The characters and plot aren’t mine. They belong to the 1990-91 Disney Company and are used without permission, but with the utmost respect and reverence due such a masterpiece. No money was or will be made off this work.

Editor's Disclaimer: The original "Plunder and Lightning" episode was written by Alan Burnett; Len Uhley and Mark ZaSlove and edited by Jymn Magon. Thank you very much!

By: Staci “Windsurfer” Faulkenberry

Act I

Thick clouds hung over the Pokahiya Mountain range as a large white and purple plane bearing the logo of Cape Suzette business tycoon Shere Khan on the nose and rudder threaded through the range. Both the pilot and copilot were feeling particularly wary as they made small talk while drinking coffee. Their cargo, the Sub-Electronic Power Amplifier, which they were transporting to Cape Suzette for Mr. Khan, was rumored to be a revolution in weapons technology and was therefore considered to be very valuable. The two panthers continuously kept watch out the window, for they knew that there was a very good chance that the dread air pirate, Don Karnage, and his crew of cutthroats would try to loot the stone.

The clouds were unusually thick today, unfortunately, and visibility was limited. They didn’t see the pirates until the band of CT-37’s swooped down practically on top of them. The pilot and copilot broke off their conversation with startled exclamations. They knew that they couldn’t out fly Karnage and his band, but that didn’t mean they wouldn’t try. Fastening their seatbelts and tossing their coffee out the window, the pilot clenched the stick in his paws, bringing the plane about in a sharp turn while the copilot grabbed the radio.

“Mayday! Mayday! This is flight 157 at--” was as far as the panther got before the air pirates’ guns took out the radio.

It was over in mere minutes. The band of pirates managed to incapacitate two of the plane’s engines, forcing the pilot to make an emergency landing on a plateau.

The pirates quickly deployed grappling guns, which hooked onto the plane’s wings, and prepared to board the plane. A huge, stupid looking dog and lean ferret were the first through the door, guns cocked and ready to fire should the pilot and copilot resist. They said nothing, just stood there with mean looks on their otherwise stupid faces.

Finally, a dashing looking fox in a blue Napoleon style coat, pale blue breeches, and short, black boots came into the cargo hold just as the pilot and copilot emerged from the cockpit.

“Greetings and salivations, my fellow aviators! It is I, the feared pirate Don Karnage! It has come to my attention that you have some very interesting cargo. I know what a terrible burden it is to be entrusted with such responsibility, so I have most generously decided to relieve you of your encumbrance. If you would please, where is it?” questioned Don Karnage, holding his sword ostentatiously so that its blade caught the sunlight. His voice was heavily accented and spoke of romance and adventure.

The plane’s crew was not impressed.

“Where’s what?” replied the pilot innocently. If they lost their cargo, Shere Khan would have their hides and they knew it.

Karnage snarled in impatience and menaced the panthers with his sword, his red fur bristling slightly. “Do not play the kiddie games with me! I know you are carrying some very valuable cargo for a certain Mr. Shere Khan!”

“Found it, Cap’n!” shouted the ferret triumphantly, brandishing a small, jeweled box over his head.

“Very good. Now, my men, let us be on our way,” Karnage said, his composure regained.

“You’re crazy, Karnage! You know that?” stated the pilot. “Shere Khan will have every available pilot in his squadron after you!”

The fox’s face darkened and he spun on his heel, grabbing the panther by the front of his jacket and screaming, “Don’t ever call me crazy!!”

Letting go of the pilot, Karnage jerked the box out of Maddog’s hands and stormed out of the plane. Presently, the two panthers could hear the sound of several planes’ engines starting and the gentle swoosh of the water as they took off.

Looking at one another, the copilot said, “Mr. Khan isn’t going to like this.”

Both of them knew that was an understatement.

***

Meanwhile, aboard the huge airship, the Iron Vulture, a brown bear cub wearing a worn green sweater, white undershirt, and a red bandana knotted around his neck was making his way stealthily through the air ducts of the vulture shaped ship. Upon reaching his destination, he looked through the grate at the trio below. Captain Don Karnage was gloating about his latest conquest to his two of his most loyal lackeys, Maddog and Gibber, a small brown dog. The cub steadied himself, only half listening as Karnage ranted and raved about his accomplishment that would bring them all riches.

The cub had more important things on his mind, such as his self-appointed mission. What he was about to do was nothing short of suicide.

But even death would be better than his life. He’d been a pirate for a little over a year now and he was sick of it. He was tired of getting knocked around by the rest of the crew. He was tired of seeing death. He was tired of not being able to trust and not being trusted. In short, he was tired of life in general, even though he was only 12 years old.

If he survived his wild scheme, he hoped to ransom the pilfered stone to Shere Khan and invest the money carefully so that when he was old enough, he could get his pilot’s license and a plane.

Pushing those thoughts out of his mind, the cub pushed open the grate and leapt upon the table below, snatching the box that contained the precious stone from Karnage and saying, “For me? Aww, you shouldn’t have,” and leaping off the table before Karnage and his stunned lackeys could react. Sprinting out the door, he heard Karnage crashing after him, all the while screaming, “What are you doing?! You cannot steal what I have rightfully pillaged!!”

He knew it would only be a matter of time before one of Karnage’s pirates got the bright idea to open fire on him, so as he raced past a large dog with a ridiculously tiny hat on his head, he paused long enough to say, “Don’t just stand there, Dumptruck! The captain needs your help!”

Obediently, the dumb dog turned around, smashing into Don Karnage. The two went down in a heap and Kit slid down the railing of the nearby stairway, waving cheerfully to his pursuers. Racing across a catwalk, he drew up short as he saw pirates coming at him from both sides. Looking around frantically, he spotted an open air duct and climbed through, knowing that all of Karnage’s pirates were too large to get through such a small opening. Emerging in a hallway, he cautiously looked around to see that he was alone and, confirming this, he leaped out of the duct and pelted down the dim hallway towards the hangar. Along the way, he passed a rack of weaponry and stopped long enough to grab a grappling hook. Turning, a dark, too wise scowl on his young face, he made for the launchbay as if he were pursued by demons, slapping the beak release lever on his way through.

At the edge of the giant beak, he paused for a moment, searching for the cargo plane that his whole plan hinged upon. He’d been studying the cargo routes that Karnage pilfered by some mysterious means, and he knew that a cargo plane was planning on making a return flight through this area in just a few minutes.

“You cannot escape, my little thief!” he heard Karnage yell from behind him, and he turned, clutching the box in his paws, to see not only the captain, but about a quarter of the crew chasing after him as well.

Karnage saw the boy poised precariously on the edge of the beak and slowed his pace, a sardonic smile creeping up on his face, “Well, well, my traitorous corsair. Perhaps it is none of my business, but you seem to have gotten yourself into a little piccolo, yes-no?”

The cub heard the buzzing of engines, and he grinned inwardly. “No, you’re right,” he said, steeling himself, “It is none of your business!”

With that, he leaped off the beak, enjoying the sound of Karnage howling in rage behind him. Not hesitating a moment, he whipped out his airfoil from beneath his sweater. With an expert flick of his wrist, he opened it and began to surf on the crescent shaped piece of metal. The red scarf that the cub had worn around his neck since he joined the air pirates flapped in his face. Without hesitation, he tore it off and let it flutter in the breeze. After all, the pirate life had no part for him now. Why should he continue to wear that scarf? Truth to be told, he hadn’t liked it when Karnage had given it to him, but, wanting to please his captain and feel like he belonged, he’d worn it without complaint.

As per his careful plan, the cargo plane flew just under the cloud where the Iron Vulture was hiding. Taking aim with the grappling hook, he managed to snag the plane’s rudder.

In the cockpit, the pilot was busy talking on the radio, “Breaker, breaker! Come in, Louie! Has the party started yet!”

Before “Louie” could answer, the pilot heard a thump coming from the vicinity of his tail end and looked out the window to see a cub in a worn green sweater and white undershirt and carrying a fancy box and a grappling hook. The grappling hook itself was attached to his plane.

“What, is this?” he wondered, angling his plane towards the tiny island that housed the waystation for pilots known as Louie’s and resolving to let this hitchhiker have it when they landed.

Inside of Louie’s, a rundown nightclub/refueling station that looked as if it had been built from pieces of driftwood, the patrons were cheering and laughing boisterously as a large gray bear with a sheet wrapped around his waist and a fruit basket on his head danced across the stage.

“Do a tango!” shouted a bear in a leather bomber jacket and goggles.

Laughing, the dancer turned to the ragtag band of monkeys and said, “You heard him! Let’s have a tango? Hey, Louie! Come up here!”

From behind the bar, an orangutan wearing a straw hat and a wildly printed Hawaiian shirt laughed and shouted, “You got it, fuzzy!” before swinging easily over the bar and hopping up on stage. Together, he and Baloo performed a wild song and dance routine that only vaguely resembled a tango and which set the patrons to cheering, laughing, and whistling.

The cargo pilot was coming in for a landing, his passenger still in tow. He saw the boy release his hold on the grappling hook, then snickered vindictively as he saw the boy skid up the dock on his crescent-shaped piece of metal, obviously out of control. Leisurely, the pilot secured his plane. He’d have plenty of time to let the boy have it when he got inside. No doubt the boy wouldn’t make Louie too happy either, not by the way he’d burst through the doors…

The cub had thought that it would be a fairly easy landing. Unfortunately, he’d misjudged the slipperiness of the dock and he went sliding up it, out of control and still clenching his prize like a football under one arm. Bursting through the double doors, he slammed into people right and left before finally crashing into a rather large gray female bear who’d been doing some kind of song and dance routine before his abrupt crash landing.

“Whoa!” “she” said in a surprisingly deep voice. “What have we here?”

Struggling to get off of her, the young cub immediately and automatically put on his best don’t-mess-with-me face while scrambling for his airfoil and box just as the pilot he’d hitched a ride with stormed into Louie’s.

Looking around until he spotted the boy, he barged up to the stage, shouting, “There you are! C’mere, you half-pint hitchhiker!”

“Cut the kid some slack, Jack!” the gray bear jumped to his defense.

“Yeah, listen to the fat lady!” urged the cub.

The “lady” turned to the cub indignantly, “Lady?!”

Ducking his head, the cub realized his mistake and muttered, “Sorry,” and wondered what kind of idiot would dress up like a woman.

The pilot’s next words alerted the cub to the fact that this bear held some power, however.

“Sorry, Baloo. I didn’t know he was a friend of yours. No hard feelings, huh?” Jack backed away and moved to the bar.

“That was some crash landing, li’l britches,” the bear removed the brightly colored sheet and swiped the fruit basket off his head, ruefully surveying it for damage. “Maybe next time around, you could take some lessons.”

The cub’s eyes widened as he noted the yellow pilot’s shirt the bear wore. “Y-you’re a pilot!” he stammered ingeniously.

“Last time I checked,” Baloo chuckled, taking a red pilot’s cap from Louie. Turning his gaze to the kid, he immediately noticed the box and leaned forward curiously. “What ya got there?”

The cub’s eyes narrowed and he scowled, “It’s mine!” He’d had too many adults take things from him for him to begin to trust people now.

Shrugging, the bear replied, “Suit yourself. See ya in the funny papers, kid!”

Turning, he sauntered out the door, waving cheerfully to Louie on his way out.

He’d no sooner gone than Don Karnage barged in, two of his most trusted lackeys, Maddog and Dumptruck in tow.

“I am sorry to fracture the festivities,” he began, his temper held in by the thinnest of threads. “But I am looking for a boy who has stolen something from me.”

The cub turned and ran for the balcony that ran the length of the club. Maybe he could hide the box somewhere and come back for it later. Looking around, he spotted a tribal mask that seemed to be a likely spot. Making sure no one was watching, he placed the box inside and listened as Karnage threatened the orangutan in the brightly colored shirt.

“Get outta my bar, Karnage!” he heard Louie demand.

“Manners, manners,” Karnage tsked and shook his head disapprovingly. “I am merely searching for someone. Now, if he is here, I demand that you hand him over and I will leave quite peaceably. Come, come. Speak up, now! I have not the time for these games!”

To the cub’s surprise, no one voiced a suggestion to the enraged pirate captain.

“No one has seen him? But I was so sure I had seen him come in here,” Karnage paused theatrically, then ordered, “Very well. Tear the place asunder, my plundering minions.”

The cub looked over the edge of the railing to see Karnage waving his sword in the air, his red tail waving about as if it had a life of its own, and Maddog and Dumptruck lumbering into the bar, malicious grins on their faces. He knew that it was up to him to do something or someone would very likely get hurt. Grabbing a vine that lined the walls and roof of the club, he leapt onto the railing,

“Don’t bother! I was just on my way out!” every eye in the place turned to the banister as the boy leapt off, swinging over Karnage’s head.

“Where is it?!” demanded Karnage, swiping at the boy and missing.

The cub laughed, racing out the door and onto the dock just in time to see a yellow sea plane taxi towards the end of the dock.

“Get him, you slow poking sloths! Do I have to do everything myself?” he heard Karnage shout and felt the old planking on the deck reverberate as the pirates gave chase.

Putting on an additional burst of speed, he leapt for the plane just as it took off and managed to snag the rudder. Working his way carefully along the body of the plane, he eased past the propeller and hung onto the edge of the window. Looking inside, he saw Baloo singing and talking.

Trouble was, no one was in the plane with him.

‘Never mind that,’ Kit thought. ‘I need a lift, he’s here, and he knows his way back to Louie’s. So what if he’s crazy?’

Knocking on the window, he could see that he had startled the gray bear.

Nevertheless, Baloo replied as if he saw cubs in worn clothes clinging to his window 10,000 feet above the ground every day.

“Hiya, kid! Need a lift?” he shouted.

The cub’s grip slipped a little, but he regained his grip and nodded emphatically. ‘Please don’t tell me he’s going to make me ride out here all the way to wherever it is he’s going,’ he added silently.

“Fine by me! Though it may be more comfortable on the inside!” shouted Baloo, reaching over and rolling down the window.

The cub scrambled inside with remarkable agility that told Baloo he was no stranger to aircrafts and looked around the cockpit with wondering eyes.

“Wow!” he exclaimed. “What a great plane! It’s a Conwing L-16, right?”

Baloo grinned, starting to like this boy, “Good eye, kid!”

“And those are Superflight 100 engines, right?” the boy continued excitedly.

“Hey! You’re all right, kid! I call her the Sea Duck. Customized her myself,” he spoke fondly, patting the console possessively. Then, he realized that he didn’t even know his passenger’s name. “So, what do they call ya?”

“Kit,” replied the boy. “Kit Cloudkicker.”

“Nice to meet you, Kit,” Baloo shook the boy’s hand and said, “So. You’re interested in planes, huh?”

“I’m going to have a plane of my own some day,” said Kit proudly. It had always been a dream of his to fly and he rarely shared his dream with anyone, but he felt instinctively that he could trust this pilot. Even if he did dress in drag. And talk to himself.

“What do your parents think about that?” chuckled Baloo, remembering what his own parents had thought of his becoming a pilot. At the same time, he was curious as to how this young man had found his way into Louie’s. The island bar wasn’t exactly a popular hangout for kids.

“I—don’t have any parents,” Kit abruptly turned away from Baloo.

“Oh,” Baloo shifted uncomfortably, yet his curiosity was aroused. Who was this boy? Still, he sensed that now was not the time to be asking any questions. “Well, if you’re going to own a plane, you’d better learn how to fly. Why don’t you take the controls for a while?”

Kit sat up, his brown eyes wide with amazement. “Me? Really? You’d let me fly your plane?”

Baloo leaned back easily and locked his hands behind his head, “Knock yourself out, kid!”

“Wow,” Kit breathed, reaching forward and grasping the stick in front of him. A smile touched the corners of his mouth as he felt the plane shift beneath him as if it were a living thing.

Baloo watched the boy through half-closed eyes, grinning at the look of eager anticipation on his face. He looked more like the kid Baloo thought him to be rather than the tough act he’d put on at Louie’s. He wondered again how this boy had come to make such an entrance into his friend’s bar. Kit looked to be about 12 and small for his age, besides. How had he managed to snag a ride with Jack, a notoriously anti-hitchhiker pilot?

The sound of machine gun fire jolted Baloo back to the here and now. Jerking upright, he peered out the window and saw three CT-37’s coming at him.

“What was that?” Kit asked nervously

“Well, on my corner, we call that…pirates!” Baloo informed him, his paws closing over the stick. “Fasten your seatbelt, kid! This could get messy!”

Coming up on the yellow seaplane in which his traitorous protégé had taken refuge, Karnage grabbed his radio, “Do what you want with the plane, men, but don’t harm the boy! I want him alive so I can cut him into itsy bitsy bite-sized pieces!”

Karnage had never been so angry in his life! Not only had he trusted that boy, but he’d taken him in off the streets and given him a home. He couldn’t believe that ungrateful child would betray him like this! Grinning in anticipation, he aimed his guns and fired again at the plane.

“I don’t get it!” Baloo screamed in desperation. “Why’re they after me? I don’t have any cargo!”

Kit squirmed uncomfortably, clutching the arms of his chair. He didn’t want the pilot to find out about his affiliation with the pirates. What if he turned Kit over to Don Karnage? Kit knew that the pirate captain was beyond furious by now and that he would dream up some kind of a torture that would make Kit long for a quick death.

“Boy, they’re tougher to shake than fleas on a dog! Hold on tight, Li’l Britches!” with that, Baloo pulled back on the stick, forcing the Sea Duck to do a loop the loop and plunging directly towards the ocean.

“We’re not going to make it, Baloo!! Pull up!” Kit screamed, seeing his death in the uncaring ocean that was fast approaching. Was this guy nuts?

“Just hold on! Ol’ Baloo’s not out of tricks yet!” the pilot turned the flaps up and gently eased back on the stick, grazing the water. “Yahoo!” he yelled as one of the pirate planes crashed into the ocean.

Kit stared, transfixed at the gray bear.

“You’re…you...Nobody can fly like that!” he finally managed.

“Great pilot, great plane,” declared Baloo, patting the console proudly.

“I’ll say,” Kit said excitedly. “So what’s next? A double reverse Immelmann? A Pretzel twist?”

Both of those moves were particular favorites of his and he’d never seen them successfully performed, but after Baloo’s exhibition just now, he had every confidence that the bear could execute both moves with ease.

“Nope!” answered Baloo, much to Kit’s surprise. “That’s Cape Suzette up ahead!”

“B-b-but we’ll never make it!” Kit spluttered.

“Those puffs of smoke say we will,” Baloo was very much at ease and looked as though they were out for a Sunday flight, not running for their lives to get away from the air pirates.

Kit cringed as two missiles torpedoed towards them. “We’re gonna get hit!” he gasped.

“Just sit tight and watch the fireworks,” Baloo laughed at his passenger’s squeamishness.

From behind them, the air pirates let out a collective shout, “Oh, no! Not the Cape Suzette cannons!”

Maddog’s plane was hit and he landed on the ocean, unharmed.

“I hate it when this happens!” Karnage muttered, swinging his plane around. He recognized the need for a strategic retreat when he saw one.

‘But soon,’ he thought. ‘I will find the box and the boy and I will be the one with the power!’

Inside the Sea Duck, Baloo grinned.

“Those bozos never get past those cliff guns. Drives them bananas.”

They were silent as they flew through the massive cliffs that protected Cape Suzette from invaders. Kit stared about him with interest. He’d heard Karnage raging about the city and the guns for some time now, but he’d never really thought much about it.

Finally, they burst out of the opening to reveal a small, but thriving metropolis.

“There’s Cape Suzette, kiddo. What do you think?” Baloo watched the boy’s face with interest.

Kit responded with the word he’d been using a lot on this flight, “Wow!”

Baloo circled the city a couple of times, letting the boy look at the gleaming buildings that were dwarfed by Shere Khan's tower. Finally, he turned the plane back towards the bay, winging towards a shabby looking building with a plain, faded sign that read “Baloo’s Air Service” in faded black letters at the end of the dock.

After landing, he moored the plane, gave it a final pat, and led his passenger up the dock and into the building, itself.

“Here we are,” he stated. “Home, sweet home.”

Kit trailed behind Baloo, standing still for a moment to allow his eyes to adjust to the dimness of the room. It seemed like a cave after being outside in the bright summer sun.

A very messy cave, he realized as he took in the mounds of papers, food, and other trash that littered every available surface and had spilled over onto the floor.

Looking at the large gray bear who was rummaging around in a battered filing cabinet, he wondered, ‘Is this his idea of a successful business?’

Walking over to the table that sat against the far wall, he looked curiously at the mess, wondering what on earth could be so unimportant that it would be piled up a mile high on an old table. Seeing what looked like unopened bills, he picked them up and ripped them open.

“Baloo, these bills are a month old!” Kit was aghast. “This is no way to run an airline, you know!”

“Aw, I only work when I have to, Li’l Britches! Flying is what life’s really all about! If all you do is work, then you’re not living,” Baloo finally found what he was looking for in the filing cabinet and stood up. The boy didn’t show any inclination towards leaving, and Baloo wondered briefly if he even had a home. Perhaps he was a runaway. He’d mentioned on the flight to Cape Suzette that he was an orphan, but even orphans had somewhere they called home.

Dusting off the blue and red baseball cap, he tossed it to Kit and added casually, “I’ve been thinking of adding a navigator. Interested?”

The boy’s look of complete disbelief told Baloo more than words ever could.

“Me?” he asked, turning the cap around backwards. He didn’t know what to say. This bear had just met him! He knew nothing of Kit’s abilities.

Then, Kit remembered his treasure. “Sorry,” he said. “I’ve got to get back to Louie’s.”

Baloo chuckled, “Didn’t we just come from there?”

“Yeah, and I want to go back,” Kit’s face hardened again into that tough mask that Baloo had seen at Louie’s. ‘You can’t trust anyone, Cloudkicker,’ he thought, pushing aside the fact that Baloo had saved his life and was offering him a home. ‘How many times have you done that and how many times have you been betrayed?’ He knew that if he told Baloo the reason that he wanted to go back to Louie’s, the gray bear would find a way to keep the treasure for himself. That was the way of the world. Eat or be eaten.

“Sorry, Kit, but I’m not due back there for another coupla weeks,” Baloo’s face turned serious and he studied the cub intently. Kit, in turn, faced him squarely, his chin jutted stubbornly. Baloo briefly wondered why the boy shut himself away every time Baloo reached out a hand. What had Kit seen that made him afraid to trust?

Baloo thought of himself as harmless. He was a big bear, granted, and could be intimidating, but he was usually fairly jovial and his devil-may-care attitude generally put people at ease.

A knock on the door interrupted Baloo and Kit’s staring match.

Baloo lumbered over to the door and flung it open to reveal a small tan bear in a business suit and top hat. He was holding a clipboard and looking quite officious.

“Mr. Baloo?” he queried, peering over the top of his spectacles.

“You got him, slick,” Baloo said cheerfully.

“Due to your delinquency in payments, we will be forced to foreclose on your loan unless three thousand dollars are deposited in our institution by nine a.m. tomorrow morning,” the banker told him brusquely.

Baloo blinked and leaned towards Kit, who had followed him to the door and was standing behind the gray bear with his arms folded and a concerned look on his face.

“Was that English?” Baloo asked.

“Loosely translated, he said ‘no cash, no plane,’ Kit replied, leaning against the doorjamb.

Baloo turned to the diminutive bear, desperation on his face. “What?!” he shrieked. “You can’t take my plane! That’s my baby!” Grasping the banker by his lapels, he jerked him up until he was eye to eye with Baloo.

“We have sent you numerous notices,” the banker stated firmly, wiggling out of Baloo’s grasp and smoothing his suit.

The image of Kit reminding him that the bills were a month old sprung unbidden into Baloo’s mind. “B-but I thought those were sweepstakes giveaways!”

The banker’s middle-aged face set in an expression of faint distaste, he turned away from the despairing pilot and walked away. Baloo’s jaw went slack for a moment, then he turned to the building, pounding his fist against the weather beaten wood.

“What am I going to do, Kit?” he wailed. “I can’t let them take away my baby!”

Kit watched the bear with a certain amount of fascination. “You could always take on a job,” he pointed out.

Baloo’s head shot up and he whirled around to face Kit. “You’re a genius!” he declared, grabbing Kit by the shoulders. “I’m going to check the job board.”

The bear was off and running. Kit hurried after him, curious to see the outcome of this little drama.

He caught up with Baloo in front of the job board. The bear was muttering to himself and running a finger across the job listings.

“Do you really think you can earn three grand in just one afternoon?” Kit asked.

“If the job’s nasty enough,” muttered Baloo, shaking his head as he discarded job after job. One sounded ok, but it didn’t pay enough. One paid enough, but he wouldn’t be seeing the money for a week.

Finally, he came across a notice for the Cape Suzette Zoo.

“Here we go!” he exclaimed, ripping the paper off the board and rereading it. “The Duck’s as good as mine!”

“Yeah,” Kit’s shoulders hunched. The only person he’d ever known who’d cared so much about something was Don Karnage, and Karnage only cared about himself. Kit wished for an instant that he had a home to go to, with someone who actually cared about him waiting for him. He was sick of living hand-in-mouth. Turning away from the exuberant pilot, he said, “Well, good luck.”

Baloo turned his attention to the boy and saw that he was obviously troubled about something. “Hey,” he put a restraining hand on Kit’s shoulder. “Where’re you going? This isn’t a job for just one person, ya know.”

“I—“ Kit hesitated.

“And as soon as we finish this job, I’ll take you to Louie’s, I promise,” Baloo made an X over his heart.

“Really?” Kit’s eyes were suddenly hopeful. Then, he eyed the pilot suspiciously, “Wait a minute. What exactly are we hauling?”

Baloo shifted uncomfortably. This kid was quick! “Well, it’s for the zoo…” he began. Kit put his hands on his hips and stared at him. “Birds,” Baloo finally said.

“What kind of birds,” Kit asked slowly.

“Well, they’re—uh—kind of big…and mean…and smelly,” he finished.

Kit’s eyes closed briefly. “Not gorilla birds!”

So that was why Baloo wanted him to stay around and help! Gorilla birds were notoriously obnoxious and no one in their right mind would want to be alone with them. Put that together with the fact that gorilla birds didn’t like to be caged and you had a recipe for disaster.

After meeting with the contact mentioned on the job sheet, Baloo and Kit found themselves flying to New Fedora, where they were to pick up half a dozen gorilla birds to bring back to the Cape Suzette Zoo. While enroute, Baloo found Kit to be a more than competent navigator; the boy could read maps and chart courses nearly three times faster than Baloo.

The bear also tried to get more out of Kit about his past, something Kit was not forthcoming about. Baloo couldn’t put his finger on exactly what it was, but he felt an instant kinship towards this boy. Besides, it did get a little lonely sometimes, flying milk runs. He was glad to have someone to talk to. Even if that someone got evasive and almost surly when Baloo tried to find out a little bit about his past.

Baloo, himself, was an open book. He’d grown up in Cape Suzette, dropped out of school in the sixth grade, and had spent all his time around the local pilots, learning all he could about flying and airplanes. He freely told Kit anything the boy asked and even gave him a chance to fly the Sea Duck part of the way to New Fedora, which was something he didn’t even let Louie, his best friend, do. Baloo sensed, however, that his baby would be safe under Kit’s control. The boy seemed to have a natural knack for flying as well as navigating and Baloo was sitting right beside him. What could go wrong?

They made it to New Fedora without incident and picked up their cargo. Baloo shut the six noisy birds in the cargo hold and took his place in the cockpit. The takeoff went smoothly enough.

It was when they were up in the air and halfway back to Cape Suzette that their cargo learned how to open the door to that separated the cockpit from the cargo hold. Soon, pilot and navigator were fighting for their lives against the half dozen gorilla birds.

“Arghh! Get ‘em outta here!” Baloo screamed. “They’re eatin’ my plane!”

Kit winced as one of the birds took a few strands of fur off his face.

“Shoo! Go away, you lousy buncha—“ Baloo reined in his tongue, remembering he had a set of young ears listening. “Kit, lock these things up in the back, will ya?”

“Why me?” Kit grunted, wrestling with a couple of birds who had decided that his hat made a great toy. “Give me that, you mangy sack of feathers! You’re the one who said this was going to be—ouch!—a piece of cake!”

Suddenly, machine gun fire pierced the hull of the plane just over Baloo’s head.

“Pirates again?” he muttered. “Man, this day just keeps getting better and better!”

Another round of machine gun fire made Baloo go into a dive.

“What in blue blazes do they want?” he cried. Kit shrugged uncomfortably, swatting at a bird who was trying to eat his chair.

“Well, whatever it is, I’ve had enough!” Baloo declared.

Swatting at a bird and jamming his hat firmly onto his head, he leaned forward, admonishing, “Hang on, Li’l Britches!”

Baloo pushed forward on the stick, sending the Sea Duck into the jungle below them.

Up above them, Karnage snarled his frustrations to his men, “You missed them, you ninnypoops!”

What was that pilot doing? Karnage knew that no one could fly through the Niherian jungle and survive. Was he trying to kill both himself and the boy? He cursed to himself and ordered his men to spread out.

“I want that boy!” he screamed, veering his plane to the left to find a landing spot so that he could go into the jungle on foot and find that boy.

Meanwhile, Kit’s thoughts were mainly focussed on survival. Baloo was zooming dangerously low to the ground and narrowly missing trees that were as big around as the Sea Duck. Tightening his seat belt, he gripped the arms of his chair, the gorilla birds and Don Karnage forgotten for the moment.

“Baloo!” he yelled as they dodged around a tree. He was glad he hadn’t eaten anything in hours, because he had a feeling that it would be making a reappearance right about now.

Baloo peeled off in a stomach churning turn around a massive root system of one of the trees and Kit felt prompted to say, “I know you’re an ace pilot, ok! You don’t have to impress me!”

“I’m just saving our skins, kid,” Baloo retorted, sweating profusely and leaning over so that his nose was practically touching the windshield.

The plane emerged from the jungle at a breakneck speed and took an immediate nosedive over the cliff. Baloo didn’t have time to pull up as the old yellow seaplane bounced off a hummock that jutted out of the small lake and hydroplaned across the water. Baloo cut the engines and managed to bring the plane to a standstill on a sandbar.

He and Kit were silent for a moment as they caught their breaths.

“Your flying is A-plus,” Kit said finally, sitting up and looking at Baloo. “But your landings are C-minus!”

Baloo didn’t answer. Unbuckling his seatbelt, he bolted out the door, patting the side of the Sea Duck while checking her for damage.

“My poor baby!” he moaned.

Kit looked around for signs of Karnage and his band of air pirates. “I think we lost them,” he said finally, breathing a sigh of relief.

“Yeah,” Baloo sighed, leaning his head back into the cockpit. “But it don’t figure! They’ve never come after me before, but—“

He stopped. Suddenly, it all came together. The boy! They were after him!

“All right, kid. Talk to me,” he said, his voice taking on a little bit of a hard edge. “What’s with you and the pirates?”

“What do you care?” snarled Kit, leaping to his feet and jumping out of the plane. “They’re shooting up my plane, son,” Baloo informed him

“Your plane, your plane!” Kit exploded. “That’s all you care about!”

Turning on his heel, the boy stalked across the sandbar.

“Where do you think you’re going?” Baloo shouted after him. “Aw, he’ll be back.”

After all, didn’t Baloo own the only plane on the island? Muttering to himself, the bear moved back to the cargo hold to get his tools. He wanted to check over the Duck to make sure there were no serious injuries. He stopped short when he saw the empty cargo hold and the dented door, however.

Oh, no! The gorilla birds had escaped! How was he going to pay for the Duck now? Grabbing a length of rope from a hook on the wall, he started off through the jungle, determined to capture those birds.

Kit pushed his way through the underbrush, swinging viciously at it with a stick. He couldn’t believe that he’d started to trust that pilot! He was no different from the others; he only cared about one thing, and if Kit didn’t have anything to do with that one thing, he might as well have not existed. Well, Kit was better off without him. He didn’t need Baloo’s plane or his sympathy. He’d survived for years by himself. Kit ducked under a leafy branch, anger making him oblivious to his surroundings.

Don Karnage appeared in front of him unexpectedly, but Kit didn’t see him right away. He was too wrapped up in his own thoughts of how yet another person had betrayed him.

“Hello, my mutinous marauder,” Karnage’s voice broke into his reverie and he looked up to see his former captain standing in front of him, hands on hips and a bloodthirsty leer on his face. “Long time no see, si?”

Kit gasped and turned to make a run for it, but Karnage’s longer legs enabled him to easily catch up with Kit and grab him by the collar.

“You would run away from your beloved captain?” Karnage acted as if he were hurt. “Tsk, tsk. Perhaps before you run away, you would share a little secret with me, yes-no? Where is the box?”

Kit suddenly found himself staring at the business end of Karnage’s sword and he gulped.

Baloo didn’t have to look far to find the gorilla birds; their smell coupled with a clear path of destruction had led him right to them. He’d managed to catch the birds with nothing less than a few scratches and bruises on his part and was now leading his cargo back to the Sea Duck, ropes around their necks and beaks.

“Captured you all by myself and without any major damages,” Baloo told the bird by his side proudly. “The Duck’s as good as mine!”

“Still having trouble remembering where the box is, boy? Perhaps a night in the jungle with the vicious animals will help jog your memory,” Baloo heard a suave voice say somewhere in the brush.

‘What in the world was that?’ he wondered, pushing cautiously through the brush. Parting the bushes, he saw a small clearing. In the clearing were three air pirates who had someone tied upside down from a tree limb. The red fox, who Baloo recognized as Don Karnage, having seen the infamous pirate’s face on enough wanted posters, was blocking Baloo’s view of the pirates’ captive. Two more pirates, a ferret and a large gray dog, stood to either side of Karnage.

Karnage moved suddenly, and Baloo recognized the captive immediately.

“Kit!” he whispered. “I have to save him!”

But how? He didn’t have any means of fighting three pirates. Unless…he turned a speculative eye on the gorilla birds. He could…wait a minute. What was he thinking? These birds were his chance to buy back the Duck! Was he going to let them go to save some boy he’d met only yesterday? He and the Duck had a history.

“Okay, my stubborn one. We will have to do this the hard way,” Karnage’s voice broke into Baloo’s thoughts. “Dumptruck, bring me the turnips and sandpaper.”

Turnips and sandpaper…? Baloo wondered. What on earth could that pirate do with turnips and sandpaper. From the expression on his face, Baloo could tell that Kit was thinking the same thing, but he had to give the boy credit. Kit wasn’t backing down when presented with some form of unknown torture.

Making his decision, Baloo slowly began to untie the gorilla birds, muttering, “I’m going to hate myself in the morning.”

Karnage was feeling particularly smug as he faced down young Kit Cloudkicker. This particular form of turnips and sandpaper torture had been known to get secrets out of hardened war heroes. What chance did this mere boy stand against that?

Gradually, he became aware of a smell.

A really horrible smell.

That was getting worse by the moment.

“What is that asphixiating smell?” he demanded, whipping his head around just as Dumptruck returned with the turnips and sandpaper.

Out of the brush, six large gorilla birds flocked gleefully towards Karnage and his crew.

“Arghh!” screamed Maddog and Dumptruck, turning and running. Karnage quickly followed suit as the gorilla birds threatened to trample him.

Kit had time to briefly register that those were the gorilla birds that he and Baloo were supposed to be transporting back to Cape Suzette when the gray bear emerged from the bushes.

“Baloo!” he cried in disbelief. The bear had come back for him, sacrificing the one means that he had to save his plane!

“No time to be hanging around, kid!” joked Baloo. “We gotta scoot!”

With a snap of his teeth, he broke the rope in to and untied Kit.

“Come on!” he ordered. “We’ve got to get to the Duck and get out of here before those pirates come back!”

The two ran through the jungle, bursting out of it and teetering on the brink of the cliff.

“Whoa!” shouted Baloo.

They stood on the edge for a moment, looking down at the lake. Alligators completely surrounded the plane. It was a miracle they hadn’t been attacked when they’d made their crash landing.

Then again, that landing had probably scared off all the wildlife in the vicinity.

“Well, partner. I think there’s only one solution to this problem,” Baloo said finally.

Kit suddenly felt very good about life as he replied, “Pull chocks?”

“Pull chocks,” Baloo confirmed, winking and clapping the boy on his shoulder.

“Geronimo!” they shouted in unison, leaping over the edge of the cliff.

Screaming and dancing as the alligators snapped at them, they finally made it to the Sea Duck. Baloo boosted Kit through the door and hurried in, himself, just as a particularly large alligator snapped at his heels.

“Let’s get outta here, pronto,” Baloo hurriedly started the engines.

“What about the birds, Baloo?” Kit asked worriedly. The bear was planning on going back for them, wasn’t he?

Baloo shifted in his seat, “What’s more important—those burping buzzards…or my new navigator?”

Kit smiled at him, the first genuine smile he’d given anyone in a long time. Baloo wanted him around, which came as a surprise to Kit. No one had ever wanted him around before. He also hadn’t missed the fact that Baloo had even given him a nickname, L’il Britches. That meant almost as much to him as the big bear offering him a home. To Kit, it symbolized a certain amount of familiarity and a sense of family. But would Baloo accept him when he learned Kit’s secret? Kit knew it would have to come out in time, if he continued to stay with Baloo, for as long as Karnage thought Kit had the stone, he’d come after him, making Baloo’s cargo runs particularly dangerous.

‘Better to worry about that later,’ decided Kit.

Baloo prepared for takeoff. There was no runway, so he was forced to use the lake, plowing through the alligators with vengeful glee.

When they were finally airborne and enroute to Cape Suzette, Baloo looked mournful, an expression that only grew deeper as the flight progressed.

“Now remember, baby, you be good to your new owner…like you were good to me,” he said softly, patting the throttle sadly.

Kit watched him with ever growing pity on his face. It was all his fault that Baloo had lost his plane. Perhaps he could share his treasure with the pilot. After all, weren’t they partners now?

“I’m sorry about your plane,” he said finally, staring at his hands rather than at Baloo.

“You win some, you lose some,” Baloo shrugged, his eyes misting over slightly.

That decided Kit. “No one’s ever stood up for me before and I…well, I have a treasure and I’ll share it with you!”

Despite his melancholy, Baloo managed a small chuckle, “Thanks, Li’l Britches, but I don’t think your bottle cap collection is going to help much.”

Kit sighed. A bottle cap collection?

“No!” he said, turning to face Baloo. “It’s a big glowing jewel!”

“Sure, kiddo,” Baloo crossed his arms, resting his feet against the stick.

Rolling his eyes, Kit gestured grandly towards the sky and asked, “Why do you think the pirates are after me?”

Baloo was suddenly excited. “A jewel? Really?”

“I hid it at Louie’s,” Kit informed him.

Baloo wanted to ask how such a young cub had gotten a hold of a valuable jewel, but he was suddenly assailed by another idea. “I could buy back the Sea Duck!” he realized.

Kit laughed, “You could buy a whole fleet of Sea Ducks!”

Baloo grinned, “How ‘bout we go get it first thing in the morning? Just you and me! Deal?”

He held out his hand and Kit slapped it. “Deal!” agreed the cub.

Baloo was so excited he started to sing, “Don’t trouble me with troubles, oh, I’m gone!—Come on , Li’l Britches! Help me sing!”

Kit grinned and joined in, “Don’t trouble us with troubles, man, we’re gone!”

Act II

Morning sun streamed through the windows of the rundown building beside the bay that housed Baloo’s Air Service. The building’s two inhabitants were sound asleep, having had quite an adventure the night before. As the sun crept along its path across the sky, the light made its way past the piles of junk, some identifiable and some not, that cluttered the small room.

Finally, it fell upon the face of a young brown bear cub who was curled up in a hammock. He slowly opened his eyes, wincing against the brightness of the sun and sat up, stretching and carefully placing the blue and red baseball cap he’d acquired the day before on his head. Looking at the clock, he suddenly found himself wide awake. It was an hour past the nine o’clock deadline that his partner had been given to get that three thousand dollars in the bank! The boy only hoped that the bank wouldn’t repossess his friend’s property this early.

Hurrying over to where his partner, a large gray bear, lay slumbering in an old armchair, he shook the bear urgently.

“Baloo, it’s ten o’clock!” he exclaimed.

The big bear turned over, pulling his red pilot’s cap more firmly over his eyes and muttering, “Nothin’s getting me outta this chair.”

Kit smiled. “The treasure,” he reminded his friend in a sing-song voice.

The bear sat up, suddenly wide awake. “Tah-reasure!” Leaping out of the chair, he added, “Kit, you just said my two favorite words. Now, let’s see. First, we’ll get something to eat, then-“

Kit interrupted him, “If we don’t get to Louie’s and get that jewel now, the bank is going to shut you down, Baloo.”

“Relax, Li’l Britches! The bank wouldn’t send anyone this early,” Baloo stated confidently.

“You hope,” Kit retorted.

As if summoned by some perverse imp of fate, there was a knock on the door. Bear and cub looked at each other quizzically. Could it possibly be someone coming to repossess the Sea Duck?

Gulping, Baloo turned towards the door to see the face of a young she-bear peering in the window and laughed nervously, “Just a customer.”

Striding over to the door, he swung it open and glared out at the brown female who’d dared to disturb his day.

“Good morning! I’m Reb—“ was as far as the young bear got before Baloo interrupted her.

“We’re closed, lady. Come back when the sun’s warm, like August. Bye-bye!” he slammed the door in her face.

On the other side of the door, the lady was not at all happy. She stared at the door in surprise for a moment, then her face darkened in anger and she clenched her fists.

“Oooohhh!” was all she managed to articulate. The bank had warned her when she’d gone to get the deed to this place this morning that Baloo had a very abrasive personality, but she’d never expected such out and out rudeness.

Looking around, she saw that the window to the left of the door stood open. Without hesitating a moment, she crawled through it, determined to let this rude pilot have a piece of her mind.

“If this is how you treat customers, buster, it’s no wonder this business is failing!” she yelled, pulling herself through the window and just barely managing to avoid stepping in a pile of junk that didn’t bear thinking about.

“Back off, lady! You act as if you own this place!” Baloo snarled, irritated at this pushy woman who seemed determined to have a word with him, no matter what he did.

“I do!” came the startling answer. Pulling out an official-looking document, she waved it in Baloo’s face and stated, “When you didn’t pay your loan this morning, the bank sold the deed to me.”

Kit came up behind Baloo and examined the piece of paper. Turning to the bear, he couldn’t resist saying, “Told ya!”

Baloo looked as if he’d been hit by a two-by-four and wasn’t sure how to act. “They didn’t even give me time to brush my teeth!”

Taking off her blue trenchcoat, the woman turned to the two, “You must be Baloo,” she said, pointing to the pilot. “The bank tells me you’re a terrific pilot.”

Baloo chuckled, softening towards this woman. “That’s true,” he smiled proudly.

Her next words destroyed any notion of his warming to her. “I’d be inclined to add sloppy, careless, and rude.”

Baloo couldn’t believe this! Who did this lady think she was, barging in here and passing judgement on him like that?

Slamming his fist on the nearest crate, he turned to face the woman, who was examining a hanging basket which contained a wilted plant. “All right! Now just who are you, sister?”

“Rebecca Cunningham, business major,” the woman seemed as proud of her title as Baloo was of his piloting skills. “I’ve been looking for a failing business like this one for quite a while, and now that I’ve sunk my life savings into it, I’m going to turn this dump you call an air service into a real moneymaker.”

Baloo was offended. What was wrong with his place? He looked around at the garbage and shouted, “Dump?! I happen to like the “lived-in” look!”

‘Very lived-in,’ thought Rebecca. She’d decided the minute she’d crawled through the window that she was going to have to take this bear down a peg. He was extremely cocky, and if she was going to persuade him to be her staff pilot, he would have to be willing to take orders from her, something she knew he wasn’t going to do in his present state of mind.

“Well,” Rebecca said firmly. “We’re going to have a whole new look. New curtains, new wallpaper, rugs.”

Baloo’s annoyance gave way to full-blown anger. Rebecca didn’t know anything about him, and here she was implying that his whole business style was wrong! Why, he bet that he could make more money in an hour than this young upstart could make in a year!

“Listen here, you—“ he was getting ready to really let Ms. Rebecca Cunningham, “business major” have it when Kit intercepted him.

“Sounds terrific, lady! Bet you’ll do just great!” he exclaimed, placing a restraining hand on Baloo’s stomach.

Rebecca seemed mollified and a little surprised. “Why—thank you.”

‘The bank didn’t say he had a son…’ she thought in confusion.

“But Kit!” whispered the pilot, leaning down so that Rebecca couldn’t hear their conversation.

Kit rolled his eyes. Why was Baloo so hotheaded about some lady taking over his business? “Forget her, Baloo! Remember the treasure!”

Baloo calmed down visibly. “Oh, yeah.”

Rebecca had been watching the two throughout their whispered conference. No, they weren’t father and son. Their chemistry was far different from the parent-child bond she’d seen and experienced herself. ‘How long have these two known each other?’ she wondered. Certainly not for long, from the way they were acting. They seemed to be an oxymoronic combination of close and distant. The boy was more reserved. He seemed to be watching every nuance of everything that occurred and choosing a more diplomatic reaction than the hotheaded Baloo. Yet, there was something about him that was secretive and he seemed almost scared to reach out. Rebecca couldn’t quite put her finger on what it was, but she sensed that there was some aspect of this boy that he wasn’t willing to share with anyone.

“Well, enjoy yourself, Ms. Manager,” Baloo’s deep voice was cheerful again. “Kit and me are off to Louie’s.”

In one leap, Rebecca crossed the room and snatched the keys Baloo was twirling out his hand.

“Not in my plane, you’re not!” she said flatly.

Baloo turned back to the petite bear, incensed. “Now just a prop-spinnin’ minute! The Sea Duck is mine!”

“Not according to the bank,” she informed him, crossing her arms and glaring at him as if daring him to say something about it.

He rose to the challenge. With Kit looking on worriedly, he snarled, “Okay, that’s it, sister!”

Kit had a feeling that things would have gotten pretty nasty if not for the entrance of a small, golden bear cub dressed in a pair of blue overalls and a pink shirt.

“Mommy, do I still hafta wait in the car? Lucy and me are getting hot!” the cub said in a sweet, girlish voice.

Rebecca turned to the cub, her face softening in an instant. “Oh, I’m sorry, pumpkin! Come see our new place!”

Crossing the room, she scooped up the cub, straightening the blue ribbons tied around her fuzzy ears.

Turning to Baloo and Kit, she introduced the cub, “This is my daughter, Molly. We’ll be staying here until I find us an apartment.”

Kit looked absolutely enchanted, which told Rebecca that whatever he’d done before coming here, he hadn’t spent much time around children. Glancing at Baloo, she saw a completely different reaction.

“Swell,” muttered the bear, scowling and placing his hands on his hips.

Rebecca ignored him, walking around the room to get a feel for the place.

“Wow, mommy!” Molly exclaimed. “Can I keep my room this messy?”

Rebecca closed her eyes. If she persuaded Baloo to work for her, another thing that would have to change would be his cleaning habits. She wouldn’t have her daughter growing up thinking that moldy food and papers all over the place were ok room decorations.

Opening a door at the rear of the office, she entered a darkened storeroom piled high with crates and barrels.

“Now, let’s be reasonable, here, lady!” Baloo sounded desperate. “That plane’s my baby!”

Rebecca turned to find Baloo standing in the doorway, his figure nearly blocking out the light. Kit was right in front of him, staring at her and Molly a little wistfully.

“Fine,” Rebecca said. “Fifty thousand dollars and she’s yours! In the meantime, I do have an opening for a staff pilot.”

Again, she could see that Baloo was getting ready for an argument of epic proportions.

“If you think I’m working for you, brown eyes, you’ve got your hair tied too tight!” he started.

Again, Kit intercepted with a whispered, “Louie’s, Louie’s!”

Rebecca couldn’t hear the exact words, of course. He’d said them much too softly for her to hear them, but the bear calmed down immediately. She marveled at the young cub’s ability to get the pilot in hand so quickly and wondered where he’d gotten his silver tongue. He certainly hadn’t learned the art of diplomacy from Baloo.

“Come to think of it, I’d love to be your pilot, Becky,” Baloo sounded fairly jovial once again.

Rebecca walked out of the storeroom, putting down Molly and tugging on her red cardigan before replying, “Good! And it’s Rebecca, not Becky.”

Realizing that she’d never been introduced to the boy, she turned to him and asked gently, “Who else do we have on staff, here?”

“Uh—“ the boy removed his baseball cap and ducked his head shyly. “Kit Cloudkicker, ma’am. I’m the navigator.”

The last was said with a bit of bravado, and Rebecca found herself wondering how this boy could even stand being in the same room as Baloo, much less being his navigator and proud of it! The two were so different!

“Hey, can I be tail gunner?” questioned Molly excitedly, leaping onto Kit’s back and waving the small doll she’d carried since she’d come in.

Kit seemed surprised at first, then he began to run around the room, dodging crates and other garbage while Molly made machinegun sounds. Finally, he dropped the golden cub onto the faded red armchair in the corner that looked to Rebecca as if it saw frequent use.

“Gosh!” Rebecca waved her arms in the air excitedly, her light brown hair swinging around her shoulders. “Suddenly, I’ve got an office and a plane and two of my own employees!”

Directly in front of Rebecca, the small pile of boxes suddenly crashed to one side and a small trapdoor in the floor swung open.

A tan mountain lion dressed in dirty gray coveralls and an orange visor crawled out, reeking of sewage and covered in some kind of green gunk.

“Hey, Baloo! I finally fixed that sewer pipe. Want the old one?” he seemed to take it for granted that the large gray bear would be in the room.

Baloo chuckled and stepped forward, prodding Rebecca towards the filthy mountain lion and saying, “Better make that three employees. This is our mechanic, Wildcat. Wildcat, meet Ree-becca Cunningham, our new boss.”

The mountain lion turned and offered a gunk-covered paw to the surprised lady, who shook it, grimacing at the slimy green stuff slid between her fingers.

“You smell pretty good for a boss,” stated Wildcat.

Rebecca didn’t want to know what he thought a boss should smell like. She thought she was better off not knowing. “Uh—thanks,” she stammered, caught off-guard.

Immediately, Wildcat’s attention was drawn back to the pipe in his hand. “Yeah,” he said. “This poor little guy was all clogged up! He was sayin’” clutching his throat, Wildcat imitated not being able to breathe and choked, “Help me, help me! I can’t breathe! I gotta cold!”

He collapsed to the ground, the pipe clattering from his limp hand.

Rebecca watched him, horrified.

“This is a mechanic?” she asked. “He couldn’t tell a bus driver from a screwdriver!”

Baloo shook his head. This lady was way too caught up in appearances.

“Oh yeah?” he said smugly. “Just you watch.”

Walking over to the phone, he picked it up and smashed it against the wall before Rebecca could say a word.

Holding up the dangling bits, he sang, “Oh, Wildcat! I think there’s something wrong with the phone. Would you take a look at it?”

The mountain lion sat up and walked over to Baloo, rubbing his chin with a paw and examining the phone with undue scrutiny.

“You know, I think you may be right!” grabbing his toolbox, he took the phone and began pounding away.

“Five… four… three… two,” Baloo counted.

The phone rang just as he got to one, and Wildcat answered it.

“It’s for you,” he said, holding the receiver out to the astonished Rebecca.

“You were saying?” asked Baloo, that smug smile still on his face.

Rebecca took the phone, scowling at the pilot. “At least something works around here!” she snapped before holding the receiver to her ear, her face relaxing as she settled in to business mode.

Across town, another entrepreneur was pruning the jungle of plants that abounded in his office. Unlike Rebecca Cunningham, however, this entrepreneur had been in business for years, and had built such a large empire that he considered himself exempt from the laws that governed the other citizens of Cape Suzette. He was one of the wealthiest men in the world, and every aspect of his hulking figure and refined face set in a permanent expression of distaste reflected this fact. Even his perfectly tailored navy suit and maroon tie practically reeked of money. His office building was so massive that it towered over every other building in town and his top floor office was larger than a lot of houses.

It was into this office that a thin, timid tiger dressed in more casual clothes than his boss now crept.

“Mr. Khan, Mr. Khan!” he shouted, unable to see the large tiger through the plants that took up a good three-quarters of the office space.

There was a rustling in the leaves behind the desk, and an orange head appeared, his yellow eyes cold enough to freeze boiling water.

The messenger gulped. He’d just made a major mistake, stepping into Mr. Khan’s office unannounced. Men had been killed for less than that.

Slowly, Shere Khan removed the thin gardening gloves he wore, one by one. Then, still not looking at the tiger, he sat in the huge chair behind his desk with undue care and steepled his hands in front of him, leaning forward slightly.

“Speak,” Khan’s voice was deep and refined, a weapon that he used in business deals the way a pirate used a gun.

Shaking, the messenger played nervously with his tail and crept forward. One never knew what Mr. Khan would do if he was displeased with you.

“I-I have an update on the s-s-stone, s-s-sir,” he stuttered.

Khan raised an eyebrow, “It’s been found?”

Why did he have to be the bearer of bad news? The messenger silently cursed his job that made him come up to tell Shere Khan that his most valuable new invention had been stolen.

“Ummm….n-no, not exactly, s-sir. You see…er…” the tiger gulped as he felt the vine of one of Shere Khan’s plants wrap itself around his ankle. “I-it’s been stolen!”

If the tiger was phased, he didn’t show it in voice or manner. “By whom?”

“A-air pirates, sir!” the messenger grabbed onto the edge of the rug with his claws extended as the plant tried to drag him to its mouth. Khan calmly stood up, a canister in his hand.

With a sigh, he began to move towards the messenger slowly and deliberately, “I’ve spent years building Khan Industries into the biggest corporation in the world. And I’ve discovered that business is like a jungle,” opening the canister, he pulled out an exotic-looking insect and regarded it for a moment, allowing his employee to be dragged almost to the mouth of his carnivorous plant. “There are the eaters—“ here, he flicked the bug into the plant’s mouth. “And there are the eaten.”

The plant released its hold on the messenger and eagerly devoured the hapless insect. The messenger scrambled to his feet, thanking Khan profusely.

Khan didn’t care much about the little tiger’s thanks. He had more important things to consider than saving the life of one measly little employee. Besides, the messenger probably would have given his plant indigestion.

“Find those pirates,” he ordered, his voice taking on a tone of he-who-will-not-be-denied.

“Y-y-yes, s-sir,” gulped the messenger, bowing his way back to the elevator and out of Khan’s dark, cavernous office.

Khan watched the elevator doors close, then he turned to his plant. Placing a proprietary paw over it, he murmured, “Bon appetit.”

Later that day, at Rebecca Cunnigham’s new business, she was bringing about major changes. The office had been cleaned, most of Baloo’s stuff being thrown on the nearest garbage truck, and she’d ordered uniforms for Baloo and Kit. The Sea Duck had been newly painted in what Rebecca thought a plane should look like, and she’d had Wildcat make her a sign, which she hung up in place of the old “Baloo’s Air Service” sign.

She stood at the end of the dock as Wildcat nailed the sign into place.

“Oh, everything just looks fabulous!” she exclaimed, clasping her hands together and thrilling in the thoughts of owning her own business at last. It had been a dream of hers since she was a little girl, and she scarcely dared believe that it was coming true. The only sad note was that her husband wasn’t here to see it.

She felt a momentary pang of sadness as she thought of his tragic death. They’d only been married for six years when he’d been killed on his way back from a business trip. She’d been out of her mind with grief for a while, but had forced herself to get on with her life. She had a daughter to take care of, after all, and Molly wasn’t going to be fed and clothed if Rebecca didn’t get her act together. She’d worked at various jobs for a while, all the time scouting around for a failing business. Two weeks ago, she’d found it. The bank had told her that the pilot was the best in Cape Suzette and that the air cargo service had a lot of potential for moneymaking.

Like any good entrepreneur, Rebecca had done her homework on her potential market, and had come to the conclusion that the banker was right. This morning, she’d been waiting at the bank when the clock struck nine and had immediately bought the place formerly known as Baloo’s Air Service.

Shaking herself out of her melancholy, she turned back to the building and shouted, “Get out here, Baloo! Let me take a look!”

“Fergit it, lady,” came the bear’s reply. “I’m not going out in public like this!”

Rebecca rolled her eyes. Men were so dense in the ways of fashion. “If you ever want to fly the Sea Duck again, you get out here on the double!”

She thought she heard some uncharitable remark directed towards her, but she couldn’t be sure. Finally, the door pushed open and Baloo eased out. He felt absolutely ridiculous! Rebecca’s idea of uniforms left much to be desired. What pilot wore a red jacket with blue and gold that looked like something an usher at the movies would wear and a stupid hat that looked like a cross between a beanie and a tin can?

“All right, all right,” he muttered, stalking down the dock to where Rebecca stood. Kit followed him, obviously as ill-at-ease as the pilot. “I feel like a flying fool!”

Molly came over to stand with her mother and looked at the two with wide eyes. ‘If I were playing dress up, I wouldn’t wear something like that,’ she thought, hugging Lucy tightly.

Baloo noticed the Sea Duck and started. Kit followed his line of vision and stood with his jaw hanging open.

Rebecca’s idea of a nice airplane included painting rainbows on the rudders and along the sides and a huge smiley face across the nose.

“Wh-what did you do to my plane?” gasped Baloo, putting a hand on his forehead and swaying slightly.

“Isn’t it wonderful?” gushed Rebecca. “And incidentally, you two look fabulous! From now on, you’re going to get noticed!”

“I’m tellin’ ya, no one is going to hire a pilot dressed up like a flyin’ soda jerk!” protested Baloo.

Rebecca folded her arms, looking complacent. “Oh no? What if I told you that I just landed us the sizable Fandago Mango account?”

Baloo gaped at the young bear. Every cargo pilot he knew had been trying to land that account! Why, that would have been enough money to buy back the Duck and then some!

  “Y-y-yes, s-sir,” gulped the messenger, bowing his way back to the elevator and out of Khan’s dark, cavernous office.

Khan watched the elevator doors close, then he turned to his plant. Placing a proprietary paw over it, he murmured, “Bon appetit.”

Later that day, at Rebecca Cunnigham’s new business, she was bringing about major changes. The office had been cleaned, most of Baloo’s stuff being thrown on the nearest garbage truck, and she’d ordered uniforms for Baloo and Kit. The Sea Duck had been newly painted to fit what Rebecca thought a plane should look like, and she’d had Wildcat make her a sign, which she hung up in place of the old “Baloo’s Air Service” sign.

She stood at the end of the dock as Wildcat nailed the sign into place.

“Oh, everything just looks fabulous!” she exclaimed, clasping her hands together and thrilling in the thoughts of owning her own business at last. It had been a dream of hers since she was a little girl, and she scarcely dared believe that it was coming true. The only sad note was that her husband wasn’t here to see it.

She felt a momentary pang of sadness as she thought of his tragic death. They’d only been married for six years when he’d been killed on his way back from a business trip. She’d been out of her mind with grief for a while, but had forced herself to get on with her life. She had a daughter to take care of, after all, and Molly wasn’t going to be fed and clothed if Rebecca didn’t get her act together. She’d worked at various jobs for a while, all the time scouting around for a failing business. Two weeks ago, she’d found it. The bank had told her that the pilot was the best in Cape Suzette and that the air cargo business had a lot of potential for moneymaking.

Like any good entrepreneur, Rebecca had done her homework on her potential market, and had come to the conclusion that the banker was right. This morning, she’d been waiting at the bank when the clock struck nine and had immediately bought the place formerly known as Baloo’s Air Service.

Shaking herself out of her melancholy, she turned back to the building and shouted, “Get out here, Baloo! Let me take a look!”

“Fergit it, lady,” came the bear’s reply. “I’m not going out in public like this!”

Rebecca rolled her eyes. Men were so dense in the ways of fashion. “If you ever want to fly the Sea Duck again, you get out here on the double!”

She thought she heard some uncharitable remark directed towards her, but she couldn’t be sure. Finally, the door pushed open and Baloo eased out. He felt absolutely ridiculous! Rebecca’s idea of uniforms left much to be desired. What pilot wore a red jacket with blue and gold trim that looked like something an usher at the movies would wear and a stupid hat that looked like a cross between a beanie and a tin can?

“All right, all right,” he muttered, stalking down the dock to where Rebecca stood. Kit followed him, obviously as ill at ease as the pilot. “I feel like a flying fool!”

Molly came over to stand with her mother and looked at the two with wide eyes. ‘If I were playing dress up, I wouldn’t wear something like that,’ she thought, hugging Lucy tightly.

Baloo noticed the Sea Duck and started. Kit followed his line of vision and stood with his jaw hanging open.

Rebecca’s idea of a nice airplane included painting rainbows on the rudders and along the sides and a huge smiley face across the nose.

“Wh-what did you do to my plane?” gasped Baloo, putting a hand on his forehead and swaying slightly.

“Isn’t it wonderful?” gushed Rebecca. “And incidentally, you two look fabulous! From now on, you’re going to get noticed!”

“I’m tellin’ ya, no one is going to hire a pilot dressed up like a flyin’ soda jerk!” protested Baloo.

Rebecca folded her arms, looking complacent. “Oh no? What if I told you that I just landed us the sizable Fandango Mango account?”

Baloo gaped at the young bear. Every cargo pilot he knew had been trying to land that account! Why, that would have been enough money to buy back the Duck and then some! How had this young, barely out of college businesswoman managed to snag that account after being in business for less than a day?

“Yer pullin’ my propeller,” Baloo fiddled with the gold buttons on his new uniform.

Rebecca opened her mouth to fire a sharp retort in his direction when a truck backed up to the dock and a burly lion hopped out.

“Zis Higher for Hire?” he asked after consulting a clipboard.

“Why, yes!” Rebecca beamed at him. “I’m Rebecca—“

The lion wasn’t interested in such trivialities. “Got a truckload of mangoes here. Which plane you want me to put them in?”

Rebecca gestured proudly to the newly painted Sea Duck. “The pretty one.”

With a raised eyebrow, the lion and his assistant started loading the Sea Duck with crates full of mangoes.

‘Higher for Hire?’ thought Baloo. Something terrible occurred to him. Running to the end of the dock, he peered around at the newly painted sign that read ‘Higher for Hire.’

“What happened to Baloo’s Air Service?” he sounded wounded that she hadn’t at least left the name alone.

Rebecca shrugged, “Higher for Hire is cuter, catchier. Now, time to go to work. I made the deal, you deliver the goods.”

Molly tugged on the leg of Rebecca’s purple pants and begged, “Can I go, too, Mommy? Please, oh pleeeaaase?”

“Sorry sweetie,” Rebecca said with a shake of her head.

Molly’s lower lip pushed out and she looked up at her mother with pleading brown eyes. “But I promised Lucy.”

Kit stepped over to Molly and knelt down so that he was eye to eye with the girl. “Lucy looks kind of scared right now, Molly. Maybe she’ll be ready to fly next time.”

Molly knew Kit was just trying to find a polite way to say no, so she said, “Ok, Kit.”

Rebecca smiled. Not only did Kit have a way with keeping Baloo in check, he was also good with Molly. “Thanks,” she told him as he passed.

None of them noticed as Molly slipped away.

Soon, pilot and navigator found themselves winging their way beyond the cliffs of Cape Suzette. As soon as they were out of sight of the city, Baloo burst out laughing.

“Gone!” he exclaimed. “We’re solid gone! Take the controls, will ya, kid? I’ve got to slip out of this monkey suit!”

Eagerly, Kit grasped the stick. He was having conflicting feelings about Rebecca and her daughter. Part of him wanted to trust them and let them get close to him. The other part of him looked at them coldly as just two more people to hurt him. He was glad to be up in the air and away from that particular problem.

Baloo reappeared in the cockpit in his favorite yellow pilot’s shirt and red hat. Taking control of his aircraft once again, he exclaimed, “What a relief to be outta that monkey suit! Wouldn’t old Beckers pop her pearls if she knew we was goin’ to Louie’s?”

Kit laughed a little as he shrugged out of his own “monkey suit” and replied, “Yeah, but how’s she gonna know?”

They both jumped as a young voice from behind them asked, “What’s so great about Louie’s?”

Baloo and Kit snapped around to see Molly Cunningham regarding them intently.

“Look. Lucy’s not afraid anymore,” she said sweetly, holding up her doll.

Baloo sighed in exasperation. Just like her mother, sticking her nose into other people’s business!

“How’d you get in here, button nose?” he questioned.

“I hid in the mangos,” Molly gestured towards the full cargo hold and walked over so that she was standing between Baloo and Kit.

“Great,” muttered Baloo. Why was this all happening to him? “You shouldn’t have come, little lady. I’m going to have to take you back.”

“Oh, pleeaase take me with you!” pleaded the cub, using every ploy she’d learned in her six years of life to persuade this pilot not to turn around and take her back to her mother. “I’ll be real good!” she added. That had always worked in the past.

“Sorry,” Kit spoke up. “But you’re taking a one way trip home.”

Molly frowned. These two were much harder to convince than her mother was. Then, she had an idea. Turning around, she sighed and started to walk back to the cargo hold.

“Well, ok,” she said sadly. “Mommy probably wouldn’t want me to go to Louie’s anyway.”

She heard both of the bears turn around quickly and Kit exclaimed “Louie’s?!” She grinned, her young face taking on a crafty look. She knew she’d won.

“Uh, you don’t have to tell your mom about Louie’s,” Baloo said.

Molly whirled around, her face the very essence of sweetness, “Oh, I won’t! If you take me along.”

Baloo and Kit looked at each other and Baloo burst out laughing. “Button nose, me and you are going to get along just fine! You think like me!”

Molly smiled and raced back to the front of the plane, leaping into the seat with Kit, who was smiling good-naturedly. Good. She didn’t want to have to ride in the cargo hold, anyway. It was cramped and smelly and it made Lucy nervous.

Presently, Louie’s place loomed in the horizon. Baloo skillfully brought the Sea Duck in for a landing and tied her to the dock with great care while Louie’s apes swarmed over her, washing the windshield and checking the engines.

One of them called down to Baloo, “Hey! Don’t you think this is a little girlish for you, Baloo!”

Baloo frowned, “Wasn’t my idea, Montgomery!”

Turning, he led the cubs up the dock and into Louie’s place. The interior was dark compared to last night. Only a few tiki torches were lighted, and the place was virtually deserted.

“Baloo, these stewardesses get younger and prettier every year!” turning, the three bears saw Louie swinging over the bar. He landed in front of Molly and shook her hand. She stared at the orangutan, fascinated.

“I thought Molly, here might like one of your world famous Krakatoa specials, Louie,” said Baloo.

Molly’s face lit up and she eagerly asked, “Oooh! What’s that?”

Louie leaned close, as if he were disclosing a secret, “Why just the most de-boppin’ licious sundae you ever tasted!” Scooping the girl up in his long arms, he planted her on a barstool, then swung behind the bar and started scooping ice cream into a dish, singing the whole time. Molly giggled. Baloo and Kit’s friend was silly!

Baloo and Kit watched for a few moments. Finally deciding that Louie was doing a good job distracting Molly, he leaned towards Kit and whispered, “Now, where’s that ol’ treasure?”

Kit smiled, “Follow me.”

He led the bear across the bar and up the flight of stairs. Kneeling down, he removed an ordinary-looking box and paused for effect.

“Oh, man! I feel a fortune comin’ on!” asserted Baloo excitedly, rubbing his hands together.

Kit opened the box and removed the glowing red jewel.

Baloo stared at it in surprise. It was even better than he’d hoped. “Well pop my peepers!” he murmured. “It’s a beaut!”

Downstairs, Louie had finished with the Krakatoa special and was adding his finishing touch: four sparklers sticking out of the top of the mounds of ice cream and toppings.

“Here ya go, cutie pie!” he said, placing the dish before the young bear cub with a flourish. “One Krakatoa special!”

Molly was agog. She’d never seen anything quite like it in her entire life! “Ooh,” she breathed, holding Lucy up for a look. Then, she put the doll aside and took up the spoon Louie placed before her. “Sorry, Lucy, but there’s not enough here for the both of us.”

Eagerly, she dug her spoon into the concoction and lifted it, dripping and gooey, into her mouth. Louie watched with a little smile on his face as his customer enthusiastically devoured the dish. She was getting ice cream and sauce all over her face!

“Psst!” Louie turned to find Baloo beckoning to him from the other end of the bar. Curious, he ambled over to find Baloo holding a large red stone. To the inexperienced eye, it probably looked like it was worth a fortune, but to Louie’s experienced eye, he could tell it wasn’t quite what it seemed.

“Hey, Louie. Could you give us a bead on this bauble? Like, what’s it worth?” asked Baloo, handing the stone to the simian.

Louie made a show of getting out his magnifying glass and looking at the jewel from every angle, oohing and ahhing the whole time.

“Yowza!” he finally exclaimed.

“Yeah, yeah!” his friend was rubbing his gray paws together excitedly. “Like, how much is ‘yowza?’”

“In round numbers!” added the boy.

“Nothin’ cuz,” Louie replied, examining the jewel again before flipping it back to Baloo. “It’s not a jewel.”

Baloo couldn’t believe his ears. “Nuthin??”

“Nada, zero, zilch!” confirmed Louie. “It’s man-made, man.”

Baloo slammed the stone into the nearest garbage can.

Kit looked upset, too. “I’m sorry, Baloo,” he said, downcast.

The two bears made their way over to the nearest table and sat there for several minutes, each lost in his own thoughts.

Kit finally broke the silence. “I still don’t get it,” he said, resting his chin in his hands. “If the rock’s worthless, why did Karnage steal it from Shere Khan?”

Baloo sat up and looked at the cub in surprise. “Shere Khan?” he repeated.

Kit nodded, “Karnage lifted it from one of Khan’s planes.”

Baloo’s face took on a crafty look and he murmured. “Z’at a fact?”

Standing up, the bear lumbered over to the trashcan to find Molly staring in at the now-glowing stone. She’d been finishing up when she’d noticed a bright red glow coming from the trashcan. Snagging Lucy, she'd gone to investigate and found a large red jewel.

“Pretty,” she said just as Baloo walked over and eased his hand into the basket.

“’Scuze me a second, hon,” the bear said, grasping the stone.

He let go quickly, however, when the thing zapped him, sending him crashing into the table behind him. He sat there for a moment, stunned while Kit, Molly, and Louie looked on in surprise. Shaking his head, he lurched to his feet and staggered back over to the basket, gingerly lifting the stone out and holding it up to the light.

“Maybe this thingy is worth something after all,” he told Kit.

Kit nodded, looking a little stunned himself that such a small thing could pack such a large punch. Molly just looked on in bemusement. What did Baloo and Kit want with that pretty rock?

Baloo made small talk with Louie as he stashed the stone in his pocket. Then, turning to the two cubs, he said, “Time to go!”

The three bears and the orangutan made their way to the door. Business was slow, and Louie was bored, so he decided to follow his friend to his plane to see what he was planning on doing with that worthless rock. He’d thought he’d heard that kid who’d trashed his bar yesterday saying that it belonged to Shere Khan, but he couldn’t be sure.

Up ahead of him, Baloo was talking animatedly to Kit about paying a visit to Shere Khan, himself, when they got back to Cape Suzette. Louie spared a moment to wonder what such a rich cat like Khan would want with a synthetic stone that had no intrinsic value whatsoever. The man was ruthless, only out for money.

Molly’s voice interrupted the trio. She’d been trailing behind them, looking at the island and sky as she walked up the dock and she’d seen a bunch of black specks coming towards them.

“Look! Birdies!” she exclaimed. She’d always liked birds. They were so pretty and colorful and they looked like they had so much fun soaring through the clouds. Molly wished that she could fly like a bird.

A split second later, she was proven wrong. Bullets rained down upon them. Baloo turned and scooped up the golden bear cub, shielding her with his body and yelling, “Kit! Get in the Duck! Louie, take cover!”

Molly clung to Baloo’s shirt as he hustled inside his plane. She saw that Baloo’s friend, Louie had already taken refuge in the little refueling station in front of his bar. Baloo tossed Molly over to Kit, who fastened a seat belt around them both as Baloo prepared for takeoff.

Karnage swooped down on his victims in his CT-37. That boy had eluded him in the jungle, and he was none too happy about it, since it had detracted from his image of absolute authority even more. He and Maddog and Dumptruck had made it back to the Iron Vulture late last night and all three had been filthy and a bit worse for wear. The gorilla birds had kept them running for the better part of two hours. By the time they’d given the birds the slip and retraced their steps to the clearing, the boy had been gone, the only evidence that he’d been there being the ropes and two sets of footprints leading off into the brush.

Snarling inwardly, he stared down at the plane and did a double take. What had happened to it? Why was there a smiling face on the nose and rainbows on the rudders? Had that pilot lost his marble cakes? The plane was altogether sickening to Karnage’s cutthroat sensibilities.

‘So,’ he thought. ‘They thought they could fool me with an unstylishly clever disguise, did they?’

With a snarl, he grabbed the mike and snapped, “Attack!” to his men.

Two at a time, they swooped down on the prone seaplane, showering it with bullets and keeping it from taking off.

In the Sea Duck, Baloo heard a thunk on the roof and saw yet another round of gunfire spray the nose of his baby. ‘There goes Becky’s paint job,’ he thought.

Turning to Kit, he said, “Quick, Kit. Grab me some of those mangoes from the hold.”

The boy quickly complied, leaving Molly buckled into the navigator’s seat and clutching Lucy. Handing the fruits to the pilot, he watched with interest as Baloo rolled down his window, leaned out, and tossed one of the mangoes through the propeller as Karnage came up behind them.

Three mango slices caught Karnage in the eyes and around his nose. Using the pirate captain’s momentary confusion, Baloo pulled up on the stick, launching the Sea Duck into the air.

Suddenly, Kit had an idea. Pulling out his airfoil, he turned to Baloo and asked slyly, “Ya got any rope?”

Baloo’s brow furrowed. What could that boy want with rope? Surely, he didn’t mean to go back there and tie the cargo down while Baloo was trying to get away from the pirates! He spared a moment to glance at the boy and discarded that idea. Something in Kit’s eyes told Baloo that he had a plan that would help them ditch these pirates.

Quickly, he told his navigator where to find the rope and he and Molly watched in bewilderment as the boy tied it securely to the base of Baloo’s chair, then raced to the back with the rest of it coiled over one shoulder and his strange wedge of metal under one arm.

Soon, the boy had opened the cargo bay doors of the plane and jumped out, clutching the end of the rope. The two remaining in the plane watched in amazement as Kit opened his airfoil and carefully fitted it under him, clutching a mango in the other hand.

“Where did he learn to do that?” asked Baloo.

“I don’t know,” Molly’s eyes were glued to Kit’s figure as he surfed closer to a pirate plane. “But I wanna go next!”

Kit edged closer to a green pirate plane and then tilted the board slightly so that he soared a little above it. The pilot looked up and he slammed the mango down on the dog’s head.

“Want some dessert?” he asked sarcastically.

The pirate, whom Kit recognized as Gibber, yelped as the semi-soft fruit broke and splattered on his head. His plane wove in an erratic pattern. Seeing another opportunity, Kit surfed under the plane and knotted the rope around one foot, making certain to keep it clear of the plane’s propeller. Reaching up, he opened the panel that protected the plane’s internal workings and pulled a couple of wires. The engine sputtered and the prop started to slow down, causing the plane to go into a tailspin.

Bullets ricocheted off the bottom of his board and alerted Kit to the fact that he needed to get his butt back in the Sea Duck. Using the airfoil as a shield, the boy feverishly made his way back to the Sea Duck. He made it inside without incident and quickly closed the cargo hatch. Collapsing his board, he walked back to the cockpit, winded from his little excursion.

Baloo looked at him admiringly and commented, “Kid, you are something else!”

Kit grinned, “Thanks! But they still outnumber us four to one! What are we going to do?”

Baloo thought of their cargo. He hesitated a moment, but realized that it was the only way they could possibly hope to escape the air pirates. Pulling the release lever above his head, he opened the cargo bay doors and angled the plane so that their cargo spilled out onto the shocked pirates. The mangoes gummed up their propellers and splattered in their faces, making it impossible for them to fly. Baloo, Kit, and Molly watched as all of their pursuers crashed into the ocean.

Baloo chuckled, “I lose more good cargo that way.”

The rest of the ride to Higher for Hire passed without incident. Kit taught Molly the rudiments of charting courses and Baloo stayed silent, contemplating their recent pirate attack.

Karnage wanted that stone back bad. Baloo wondered to what length the pirate captain would go to get it back. And what did he want with it? Louie had said it was worthless; it couldn’t be pawned. Was it possible that Karnage didn’t realize that he was after something man- made?

Baloo discarded that idea as unlikely. Karnage had a reputation for being able to find out things that most people wouldn’t dream of. He had to know that the bauble was worthless and he still wanted it. Baloo wondered why. He had a feeling that Kit knew more than he was telling, but Baloo liked to have his privacy respected, and he planned to extend the same courtesy to his navigator.

They arrived at Higher for Hire to find Rebecca standing on the dock, looking a little anxious and angry.

“What happened to my plane?” she demanded as soon as the plane was landed and Baloo was on the dock.

Baloo gave her a quick rundown while the kids watched with fascination from the cockpit.

Rebecca’s face darkened with anger. “I can’t believe it!” she screamed. “My plane ruined, my shipment destroyed! And I’ve only been in business for one day!”

“It was pirates, I tell ya!” Baloo reasserted.

Throwing her hands in the air, Rebecca faced down her pilot. “What would pirates want with mangos?”

Baloo shrugged helplessly as Kit came up behind him. “Vitamin C--?”

Rebecca placed her hands on her hips, “I don’t believe this for one second! You’re up to something, Baloo.”

Molly stepped out of the cargo hold, still clutching her beloved doll. She knew that she could convince her mother the big pilot was telling the truth. She always got her way where her mother was concerned.

“But mommy!” she protested. “He’s telling the truth!”

Rebecca gaped at the sudden reappearance of her daughter. She’d been wondering where the girl had gone, but had assumed she’d been exploring the beach.

In an instant, she’d swooped up Molly into her arms and turned back to Baloo.

“You took my daughter joyriding?!” Rebecca faced the pilot squarely, fury radiating from her. “That’s it, buster. I’m going to see to it that you never fly the Sea Duck again!”

Baloo opened his mouth to say something, but Molly interrupted. “Oh, no, Mommy. Lucy ‘n me stowed away. Then air pirates attacked and he dumped the cargo to save me.”

Rebecca’s anger abated and she looked at Baloo sheepishly, “I—guess I owe you an apology, Baloo. And a thank you.”

Baloo grinned and replied, “It was nothin.’”

The rest of the day passed in a blur. Rebecca spent a considerable amount of time unruffling the feathers of the Fandango Mango executives and Baloo and Kit helped Wildcat to repair the Sea Duck while Molly looked on.

By nightfall, the plane was looking much as it had before Rebecca’s “improvement" and Higher for Hire had lost the Fandango Mango account. Rebecca was furious, but chalked it up to experience.

She looked up from the books she’d been poring through and smiled as she watched her daughter play with Baloo and Kit. The little girl rode on Kit’s back while Baloo played the part of the pirate. Molly finally “shot” the pirate down, and he “died” dramatically, clutching his throat and giving a strangled gasp as he flopped into the ratty armchair he wouldn’t let Rebecca throw away.

Glancing at her watch, she stood up and walked over to the trio.

“Time for bed, Molly, honey,” she said, adjusting the collar of her purple robe and going to the newly cleaned linen closet to get two blankets and two pillows.

Molly started to whine, “But Mommy! I don’t wanna go to bed! I wanna play some more.”

Baloo chuckled and told her, “Even us ace pilots need our sleep, button nose.”

From her position on Baloo’s stomach, Molly wrinkled up her nose.

“We can play some more tomorrow,” Kit broke in, and Molly smiled. Kit was a good playmate. He didn’t treat her as though she didn’t understand things.

Extending the blankets and pillows, Rebecca said, “Here. So my flight crew doesn’t get chilly.”

“Thanks, Becky!” said Baloo. Rebecca closed her eyes and didn’t bother to remind the bear that she went by Rebecca. She had a feeling he’d forget anyway.

“Thanks, Ms. Cunningham,” Kit said shyly, ducking his head as he accepted his pillow and blanket. It had been agreed that he and Baloo would stay in the Sea Duck while Rebecca and Molly stayed in the office. There was a bedroom upstairs, but they hadn’t really had time to clean it out yet. It had taken them all day just to clean the first floor!

“G’night, everybody!” Baloo said, leading his navigator out the door.

“G’night!” echoed Kit, Molly, and Rebecca.

Kit stood for a moment, just outside the door, watching Rebecca settle Molly into the armchair. It looked so…cozy and homelike. Kit was suddenly filled with a pang of longing.

“Ha, ha! First thing tomorrow morning, we’ll pay a visit to Shere Khan and lay this sparkler on ‘im! Right, Kit?” Baloo said cheerfully, not noticing that the boy wasn’t following him.

“Uh—right, Baloo,” Kit replied absently, still staring at the Cunninghams. A small smile touched his face as he turned to regard the retreating back of the big gray bear and he moved closer to the window.

“Mommy, I can’t sleep,” he heard Molly say. Peering through the window, he saw Rebecca go over to her daughter and pat her head.

“Why not, honey?” she questioned soothingly.

Molly sat up, looking at her mother with earnest brown eyes. “It’s not like home,” she said.

“Molly—“ Rebecca paused, gathering her thoughts. “Home is where you have love and friends. It’s where your heart is. I think we’ve found a place with all of those things, don’t you?”

Molly looked unconvinced, “Yeah, but—“

Kit watched as Rebecca moved to hug her daughter, and he felt his tears well up in his eyes. When he’d been moving from port to port and living with the air pirates, no one had cared for him. They’d never taken the time to ease his fears. He’d had to cope with them on his own. He suddenly realized that he was tired of being a street kid and wanted nothing more than to be a part of a family, part of this family.

“I’m always with you, sweetie,” Rebecca crooned, tucking Molly in. “I’m here in your heart, and you’re always in mine. That’s what being at home is all about.”

Rebecca turned, humming a lullaby. She spotted Kit staring at her through the window, but gave no impression of having seen the boy. She knew that it would embarrass him if she openly acknowledged having seen him listening in on her and Molly’s obviously private conversation. Taking a jar of cookies from her desk, she moved over to the window, opening it as if to let some of the warm Cape Suzette breezes into the room and sat the jar of cookies on the sill.

“Home is where your heart is, sweetie. If you have friends and love, then you’re home,” she said, as if talking to Molly.

Kit, who had ducked out of sight, smiled and wiped a tear from his eye. He had a feeling that Rebecca had seen him. Why else would she put the cookies on the sill? And he had a feeling that those last two sentences had been directed to him. Gratefully, he took a couple and moved towards the Sea Duck.

Out past the cliffs of Cape Suzette, an off-key voice broke into song, “O solo mio! O solo you-o! O the police-o stay very calm-o--!”

The guards on the cliffs jumped up and trained a huge spotlight on the waters below. “Who goes there?”

To their surprise, they found a fox dressed in a red and white striped shirt, blue pants, and a straw hat paddling a gondola through the channel. His passengers, a large male dog in a brown suit, and an ugly female ferret with blonde curls and a pink dress, waved up at the officers.

“Er—good evening, officers,” said the dog in a heavy Swedish accent.

The female looked cross. Her arms were crossed in front of her and she had a sour expression on her face.

“Scuzi, signori, but the young lovers, they need their privacy!” said the gondolier.

The guards gave them a cursory inspection from their perch high above the water, then turned their spotlight off.

“All right!” one of them said. “Go ahead.”

It didn’t occur to either one of them to wonder where the gondola had come from, since Italy was about 350 miles to the northwest of Cape Suzette.

To Don Karnage, however, it made perfect sense. He’d devised this little plan in order to get into Cape Suzette to find the boy and the stone. He’d made Maddog and Dumptruck dress up like a pair of young lovers and had made the Iron Vulture drop them off just out of view of the Cape Suzette cliffs.

From there, they’d used an engine until they’d gotten close to the cliffs, then Karnage had paddled them in, singing as loud as he could so that the guards would be sure to notice them. He’d reasoned that if someone were going to invade the city, they’d try to be as quiet as possible, so he’d gone out of his way to make sure the guards didn’t get the wrong impression from him.

“I hate this,” whined Maddog, scratching his head underneath the blonde wig he wore.

“Shut up, you dumb-dumb!” Karnage snarled. “We are in Cape Suzette! Now find that plane!”

Maddog ripped the wig and dress off as the captain started the motor and drove towards the Cape Suzette harbor.

The next morning, it was Baloo who got Kit up.

“Rise and shine, li’l britches! It’s the early bird that gets the best deal,” he said cheerfully, shaking the cub.

Kit sat up sleepily. “Oh, yeah. Shere Khan.”

He’d spent half the night tossing and turning, contemplating his new life and remembering his old one, none of the thoughts pleasant for a kid to be having.

Quickly, he threw back the covers of the bunk he’d been sleeping in and settled his baseball cap on his head, hurrying after his partner.

“I’ll bet we get two hundred bucks for this sparkler!” Baloo was bubbly. He seemed to get this way whenever large amounts of quick money were involved.

Kit, on the other hand, was looking at the situation with a calmer eye. “Do you think it’s smart to just walk into Khan’s office with that thing?” he asked, rubbing sleep out of his eyes.

“Say, you’re right, li’l britches,” Baloo agreed, pausing as he contemplated the stone in his hand. He had an idea and jogged into Higher for Hire.

“Whatcha doin’?” Kit ran after him.

“We better leave this jewel here,” whispered Baloo, scanning the room for a moment. “We don’t wanna tip our hand too soon, ya know.”

Spotting Molly sound asleep on the chair with Lucy, he tiptoed over and eased the doll out of her young mistress’ arms.

“Li’l button nose’ll guard it like a hawk and not even know it,” he said, shoving the stone into the back of the doll and gently replacing her on the chair.

Karnage had been searching for the plane all night. As the sun rose, he continued his search, knowing that no one would recognize him in his current attire. Finally, as the sun started to heat up the earth, he spotted an old yellow seaplane.

“Lookedy-look, men!” he laughed. “We have found it!”

Steering the plane to the dock, he waited for Dumptruck to moor it, then he leapt impatiently to the dock and stealthily crept to the plane. Looking in, he found no one. A quick search proved that the stone wasn’t located anywhere in the junk aboard the plane. Karnage snarled. He was losing his men’s faith more with each passing day. He needed to get that stone back! And killing the boy in the process wouldn’t hurt, either… With a grin of anticipation, he motioned to his men, and the three pirates made their way up the dock towards the shabby building that had a small sign saying “Higher for Hire” at the end of the dock.

Baloo and Kit looked about them nervously. Shere Khan’s office abounded in rich furnishings and plants that made both of them uncomfortable. To top it off, the cavernous office was dim, enhancing the atmosphere of being in a huge, opulent cave. They slowly made their way towards the figure sitting in the desk at the far end.

“What can I do for you gentlemen?” the tiger’s voice was a deep bass, as unmovable as a mountain.

Baloo quickly explained what had brought them there.

“So you see, Mr. Khan, sir, if we could get the stone back—what might it be worth to ya?” finished Baloo.

“Well, Mr. Balloon—“ Khan began, getting up and turning to stare out of the massive window behind his desk.

“That’s Baloo,” corrected the pilot.

“Uh—yes,” the tiger accepted the correction graciously and continued. “That “stone,” as you call it, is an electrical alloy developed by my scientists.”

Baloo pushed back his hat. “So that’s why it zapped me.”

“Yes,” the tiger turned back to regard the two. “I’ll make it worth your while to return it. How does a hundred sound?”

Baloo’s face darkened. “A lousy hundred bucks?”

Khan lifted one of his eyebrows and said, “One hundred—thousand—lousy bucks.”

The bear and cub looked incredulous. “Dollars?!” they exclaimed.

Turning, they ran out of the businessman’s office.

“Sit tight, Shere, baby!” Baloo shouted over his shoulder. “We’ll be back before you can say Sea Duck!”

Shere watched them impassively. As the door slammed shut behind them, his mouth turned up in a small smile and he said to himself, “It was worth fifty times that.”

That pilot had been too easy to fool.

At Higher for Hire, Baloo was still chortling about his good fortune. “One hundred thousand smackers! Now I can buy back my baby and get out of here.”

Kit smiled, huffing a little as he tried to keep up with the big bear’s long strides. “We did pretty good, huh?”

Baloo laughed, “You better believe it, Li’l Britches.”

Pushing open the door to Higher for Hire, he motioned Kit through and added, “Let’s grab that sparkler and get outta here.”

“Oh my gosh!” he heard Kit exclaim. Hurrying through the door, he found the cub standing in the shambles that had once been Rebecca Cunningham’s office. Filing cabinets were overturned and papers scattered everywhere. Furniture had been ripped up or broken and the door to the storeroom hung off its hinges.

“Molly! Ms. Cunningham!” Kit shouted desperately, racing about the office.

“Beckers! Where are ya?” Baloo joined in the search.

“Baloo! Up there!” Kit said.

Baloo looked over to find a note pinned to the dartboard with an ornamental dagger. Ripping it off the wall, he read it aloud, “Unless you return the stone, you will never see your friends again. Seriously yours, Don Karnage.

END OF PART 1