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 III

The shambles of the office that had been Higher for Hire seemed to Kit to be a reproach to him for getting his new friends into trouble. The overturned and ripped furniture and scattered papers all testified to the seriousness of the situation. He sat down on a nearby crate with a thump. How were he and Baloo supposed to give the jewel back to Don Karnage when they’d hid it in Molly’s doll, Lucy, and Karnage had both the little girl and her doll?

“This is all my fault,” he said softly, shaking his head.

Baloo swung around and regarded the brown bear cub with surprise. “What are you talking about? You didn’t have nothin’ to do with it.”

Kit shook his head and leaped off the crate, grabbing the gray bear by the arm. Why was it that his past had to keep coming back to haunt him? Just when he thought he had managed to get away from it, it came back to make his life miserable.

“We gotta save ‘em. C’mon!” he ordered, dragging the bear out of the office.

Baloo didn’t say anything until they were flying high above Cape Suzette in the Sea Duck.

“Look, Kit, I’m all for savin’ Molly an’ even ol’ Becky, but we don’t know where they are. I don’t even know where to start lookin.’ Karnage could be anywhere about now,” Baloo said as they flew through the cliffs.

Kit’s smiled grimly and replied, “Well, I do. Pirate Island.”

Baloo looked at the boy, puzzled. “Li’l Britches, no one knows where that is. How-“

“Once you’re past the cliffs, fly one-six-oh south, south-east,” Kit interrupted, wondering if there was any way he could keep his partner from finding out his secret.

Baloo was curious as to how his young navigator knew the location of a place that officials had been trying to find for years, but he held his peace until they were beyond the Cape Suzette cliffs.

“Ohhhh-kkaayy,” he said finally. “Give, Kit. How d’you know so much about the air pirates?”

Kit turned to look out the window, his heart hammering. Was this dream of finding a family and a home always going to elude him?

“C’mon, you can tell ol’ Baloo,” coaxed the pilot.

Kit stared down at the map in his lap, twisting his compass across the wide expanse of blue.

“Did you stumble onto their lair?” questioned Baloo, watching his navigator’s face closely. The boy scowled, still saying nothing. “Were you…kidnapped by ‘em?”

Silence.

“Was…” Baloo’s voice softened. “Was yer dad a pirate?”

Kit’s head snapped up and he glared at the pilot, slamming the pointed end of one of his navigation tools into the map. How dare he suggest that Kit’s dad was a pirate? How dare he? What did he think Kit’s dad was? A common thief? Just because Kit was an orphan automatically made his parents bad, is that what the big bear thought?

“No!” shouted the boy angrily, leaping to his feet and hurling his cap at the bear. “I was a pirate! Happy now?”

Turning on his heel, he ran into the cargo hold.

“What?!” he heard Baloo’s chair creak and a metallic chink before the bear appeared in the doorway of the cargo hold.

Kit glared at him from his perch on the lower bunk bed, his tough mask once again in place.

“Aren’t you supposed to be flying the plane?” he asked rudely, drawing his knees up to his chest and wrapping his arms around them.

“Relax, Li’l Britches,” said the bear, moving over to where Kit sat and twisting the red and blue cap uneasily in his hands. “I got ‘er on auto pilot. Now, ya wanna take this from the top?”

He placed the cap gently on the boy’s head, patting it once before sitting down.

Kit turned away from the bear, trying to decide where to start. His story was one that he didn't have practice telling, like most boys his age. It was all so complicated that he didn't know where to begin. What could he say? He'd been lonely and he'd thought that the pirates would give him a sense of family? That the aura of danger and excitement that surrounded the air pirates had appealed strongly to an adventurous orphan?

“I got no family,” he finally said softly, hugging his knees to his chest and not looking at the pilot. “No home. I hooked up with Karnage’s gang about a year ago…but I got…sick of ‘em. I heard about this great heist Karnage was planning and figured, “Hey! Make your move.”” Finally, the boy turned to Baloo. “That’s when I ran into you.”

Baloo had stared at the boy with ever growing pity on his face throughout Kit’s recitation. He wondered how such a young boy had gotten involved with a gang like the air pirates, but sensed that now was not the time to be asking any more questions about Kit’s past. Instead, he reached out a paw and patted the boy on the shoulder.

“Ferget about them, Li’l Britches. From now on, you’re with me. We’re buddies! Pals! We’re a team,” Baloo squeezed Kit’s shoulder reassuringly.

Kit smiled hesitantly and hugged the pilot.

“Thanks...Papa Bear,” he whispered, grateful and surprised that Baloo was accepting him for who he was, flaws and all. The pilot was acting much like Kit thought a father would and the boy thought that he should at least acknowledge the fact.

Baloo hugged Kit back, surprised at the paternal feelings he was getting towards this boy who'd swept into his life with scarcely a hello. “S’okay, Kit. S’okay,” he replied.

Elsewhere, a Khan Industries plane was making its way back to Cape Suzette. The pilot was nervously scanning the skies to either side of the aircraft, silently cursing the clouds that limited his visibility. There had been a rash of attacks over the past week, and he wanted to take no chances. The cargo he and his copilot were carrying wasn’t exactly irreplaceable, but some of it was very expensive.

His copilot seemed as unconcerned as if they had an empty hold.

“You see anything?” asked the pilot.

“Just clouds. Will you relax?” the copilot leaned back in his seat, clasping his hands behind his head and resting his feet on the console.

“Relax?” the pilot couldn’t believe his ears. “For the last week, every cargo flight’s been attacked by those blasted air pirates!”

“Didn’t you say that this new hull is armored steel?” asked his partner. “Nothing’s going to get through that!”

Before the pilot could reply, he saw a band of CT-37’s swoop out of the clouds.

“Get to the gun! Quick!” he ordered.

His copilot sat up, his eyes wide with surprise. Fumbling with his seatbelt, he finally managed to unclasp it and hurried to the gun.

He fired off a couple of rounds before realizing it was hopeless.

“There are too many of them and they’re coming in too fast!” he yelled to the pilot.

“Maybe I can lose them in the clouds,” muttered the panther, scarcely realizing that he was playing right into Karnage’s paws.

He realized his mistake soon enough when he saw the Iron Vulture’s massive beak opened and ready to receive him.

Don Karnage stood on the catwalk above the hangar, watching the Khan Industries plane bounce to a halt. His plan was proceeding as scheduled, minus the stone. But they would have that soon enough now that they had that annoying lady and her snot-nosed brat as hostages.

Grabbing a megaphone from the ever-present Gibber, he yelled down at the plane, “Hello, Khan cargo plane! It is I, the plundering wonder, Don Karnage! Prepare to be boarded.”

Tossing the megaphone aside, he hurried down the stairs, Gibber at his heels. Impatiently, he waited while his men secured the plane. Then, he made his grand entrance.

Sweeping into the plane triumphantly, he glared at the two Khan employees who were shaking and holding their hands in the air.

“So good of me to drop in,” said the pirate captain. Turning to a brown dog in a yellow shirt, gray pants, and a ridiculously oversized green scarf, he ordered, “Ratchet, check their cargo.”

“Right, Captain,” sniffed the dog, moving into the hold. He sniffed as he examined crate after crate filled with gold bars, antiques, jewelry, and other such riches. Finally, he came to a couple of crates of fish bowls that the pilots had been transporting to Cape Suzette for the local pet store.

“We hit the jackpot!” Ratchet sniffled, scooping up an armful of the bowls and charging gleefully out of the cargo hold. A couple of Karnage’s other pirates helped, all of them grumbling confusedly.

Karnage watched them impassively. It didn’t matter what they thought. He was the captain, and he knew that they would obey his orders.

“Well, victim-type persons. I must be off. So many crimes, so little time,” Karnage stepped off the plane.

“All this over fishbowls?” asked the pilot. “You’re crazy, Karnage!”

The fox whirled, leaping back onto the plane and grabbing the pilot by his lapels.

“Don’t ever call me that word,” he snarled, his face dark with anger.

Dropping the pilot, he stalked off the plane for the second time, taking pleasure in ordering his men to open the bomb bay doors and watching the plane fall into the vast ocean below.

Maddog turned to his captain, his brow furrowed. That was not standard procedure.

“Why’d you let them live, boss?” he whined. He’d always taken great pleasure in killing their victims.

“Because I want them to tell Shere Khan what we took!” snapped the fox impatiently. “Let him worry!”

Turning from his lackey, he marched to the bridge, where he ordered the pilot to set course for Pirate Island. He could hardly wait to implement his plan.

Smoke roiled forth from the volcanoes that stuck through the clouds like islands in a vast, gray sea.

Kit stared at them, his young face full of conflicting emotions. He’d never thought he’d see this place again.

“There it is,” he said in as neutral a voice as he could manage.

“What, behind that volcano?” asked Baloo, scanning the landscape.

“No,” Kit said. “In the volcano.”

“Hoo-hoo!” Baloo exclaimed. “Hot stuff!”

Kit didn’t reply. He was too busy formulating a plan that would get them in and out without Karnage noticing.

“We’ll use the back door,” he stated. “Come in low and fly through that fog bank.”

Baloo stared at his partner in disbelief. “That’s solid rock down there, kiddo.”

Kit stared solemnly back at the pilot. “Trust me.”

Baloo looked at the cub for a moment. “Okay,” he said, bringing the Duck in low.

The fog was so thick that Baloo could barely see two feet in front of him, and he knew that the fog never lifted from this place, thanks to the volcano. No wonder Karnage and his gang had chosen this as their hideout.

Finally, the fog cleared enough for him to make out the dim outlines of craggy rock in front of them. Under Kit’s direction, he soon found himself winging towards a cave opening just large enough for the Sea Duck to fly through.

“This is some back door!” said Baloo, mopping sweat off his forehead and bringing the plane in for a landing at a rickety dock.

They quickly disembarked and Kit led Baloo up the dock, which wended its way into the dark recesses of the volcano.

“Man, this is some set up,” murmured Baloo. “Isn’t anybody home?”

Kit glanced around, then shrugged, “Maybe they’re out on a heist.”

He hoped this was the case. That meant that all of Karnage’s relatively intelligent men were out with him, and Kit knew he could easily outsmart any of the dimwitted fools that were left on Pirate Island to guard any prisoners and treasure the pirates kept.

They made their way through the dim tunnel in silence. Finally, they came to what Kit referred to as the hard part. Smooth plateaus of rock were balanced atop thin stalactites, which moved slowly in the current generated by the molten lava beneath.

“Jump on when they swing towards you, and jump off before they start to swing back,” coached Kit, leaping onto the first rock.

“Can’t we practice this first?” Baloo joked weakly, following his partner’s lead.

“It’s not that hard, Baloo,” Kit leaped agily onto the next to last rock.

“Piece o’ cake,” muttered Baloo, staggering slightly as he followed Kit.

As they landed on the last rock, it swayed dangerously to the right due to Baloo’s added weight, and both bears were hard put to keep their balance. Desperately, they lunged for the comparative safety of the rock beyond and made it just as their perch crashed into the lava.

Baloo wiped more sweat off his forehead and willed his heartbeat to return to normal.

Looking at Kit, he begged, “Let’s not ride that one again, okay?”

Kit didn’t reply, but his face looked haunted. Baloo wondered exactly what this boy had been through in his short life, but put that thought out of his mind. They had a more important mission on hand now.

“Where to now?” he questioned when it became obvious that Kit wasn’t going to move without some kind of external prodding.

Kit blinked, shaking off the ghosts of the past. Moving towards one of the torches that lined the walls, he grabbed it and said, “We have to go through that cavern up ahead. But we have to be careful-Karnage rigged the whole place.”

“Rigged?” gulped Baloo. He moved uneasily towards Kit, looking at the walls as if he expected some kind of trap to spring at any moment. As a result, he didn’t watch where he was stepping and tripped over a rope that was half hidden among the dirt.

“Pull chocks!” yelled Kit, dropping the torch and helping Baloo scramble to his feet as an enormous buzz saw swooped out of the ceiling.

“Nice crowd you hung around with, Kit,” observed Baloo, observing his massive posterior for damage.

Kit said nothing, only turned and led the bear into a dark cavern.

In the brig, Rebecca Cunningham was trying to make sense out of their predicament and comforting her daughter.

“I don’t like this place,” whimpered Molly, eyeing the blood-stained manacles that hung from the walls. “Neither does Lucy.”

Rebecca sat down beside her daughter on the board that passed as a bed and put an arm around her. “I know, sweetie. But don’t worry. I’ll get us out of here.”

“Food time!” said a gruff voice from the other side of the door. Rebecca leapt to her feet and moved towards the door. Maybe she could convince this guard to let them go. If he were as stupid as the one who had brought them down here, she thought she had a fairly good chance at conning him into letting her and Molly go. She would have succeeded the last time if not for the intervention of that blasted Don Karnage.

An idea occurred to her and she put on what she hoped was an alluring face and waited until the piece of wood covering the window was slid back, revealing the face of a large, stupid pirate with a ridiculous hat from which antlers protruded.

“Well, hello heart-breaker,” purred Rebecca.

The guard was taken aback. “W-who? Me?”

Rebecca sidled closer to the door. “What’s a sharp cookie like you doing in here? Why aren’t you out with the rest of the pirates, flying among the clouds, free as a bird, rampaging and pillaging?”

Rebecca heard her daughter’s muffled laughter but chose to ignore it.

“Ah, me just lowly prison guard,” said the dog. “No plane.”

‘I can see why,’ thought Rebecca wryly. Aloud, she said sweetly, “Well, we can fix that! If you let us out, I’ll give you the deed to my plane.”

The guard’s stupid face registered awe as he accepted the pink slip Rebecca offered him.

“Ya mean it? Wow! Okay, let me get the keys!”

The guard sang and danced over to the rack of keys against the far wall, still balancing a tray of unappetizing food on one hand. He was going to get a plane! Finally! Now, he could go out on the Iron Vulture with Captain Karnage and loot and other pirate-ish things like that! It didn’t occur to the guard that he didn’t know how to fly a plane. All he cared about was getting off Pirate Island and soaring through the clouds in a plane of his own as he'd seen his captain do so many times. He didn’t notice as a figure detached itself from the shadows and swung a lead pipe at his head. The guard went down without a sound, and a gray bear stood over him, pipe poised for another blow if the first one wasn’t enough.

“Hey!” exclaimed the bear. “He’s got the Sea Duck’s pink slip!”

Extracting it from the dog’s limp paw, he kissed it and placed it in his pocket. “Becky, you briber,” he said, his estimation of “Rebecca Cunningham, business major” rising considerably. He hadn’t thought that the lady had it in her to even contemplate escape from a pirate’s den. He'd pictured her more as the type who would be scared out of her wits, crying and carrying on.

“Here, Baloo!” Kit tossed the pilot the keys to Rebecca and Molly’s prison and the bear lumbered cheerfully over to the door, unlocking it and sticking his head in.

“Hey, Becky!” sang Baloo. “Guess wh-“

He didn’t have time to finish that thought because he was suddenly smacked with the large board that Rebecca had ripped from the wall, with Molly’s help.

Dropping the board on top of the prone figure, Rebecca grabbed her daughter’s hand and flung the door open, not registering that it had hit something softer than the rock that made up the brig.

“That’ll teach that goon to call me Becky!” she said, charging towards the corridor. Suddenly, she stopped short. “Becky?!”

The guard hadn’t known her name, and the only person who dared call her Becky was Baloo. Turning toward the prison, she saw Baloo staggering from the prison she and Molly had just vacated and Kit slowly pushing the door away from him.

“Baloo, what are you doing here?” demanded Rebecca.

“Savin’ ya,” Baloo rubbed his head. “I think.”

Before Rebecca could reply, loud klaxons sounded and red lights flashed.

“What is that?” screamed Rebecca, clasping her hands to her ears.

“Karnage is back!” yelled Kit, glancing around fearfully. Rebecca wondered how Kit had known that, but reasoned that all would be explained in time. “We gotta get out of here!”

Baloo grabbed Rebecca’s arm and Kit grabbed Molly and prepared to make tracks.

“What about my pink slip?” gasped Rebecca.

“Relax, Beckers. It’s back where it belongs,” Baloo patted the front pocket of his shirt briefly.

“But-“ protested Rebecca.

“Lissen, Becky, let’s argue about this later!” Baloo said, dragging her after him. “Right now, we’ve gotta get to the Duck and get outta here.”

They’d made it halfway back to the dock where they’d left the Sea Duck when the huge metal doors slowly opened and the Iron Vulture drifted in.

“Too late,” gasped Kit, flinging himself behind a stack of musty old sacks and rotting crates. “Karnage’ll be back any minute now.”

Baloo, Rebecca, and Molly flung themselves behind the comparative safety of the pillaged goods.

“Now we’ll never get away,” grumbled Molly, holding Lucy close and pouting. She didn’t like this place. It smelled funny.

Rebecca shushed her, saying, “We’ve got to be very quiet now, pumpkin.”

The four bears watched as Karnage strode onto the dock of the enormous cavern, his gang in tow. From where they were, they could see that the fox had a pleased look on his face, though his men looked confused more than anything.

"Excellamundo!" Karnage strode towards the four bears' hiding place, his men behind him. "Another profitable looting escapade, yes-no?"

Maddog stepped forward, keeping his head bowed and his hands clenched in front of him. He hated confronting Karnage when the crew was confused or unhappy with what their leader were doing. Unfortunately, he'd lost when they'd drawn straws to see who would question the captain.

"A thousand groveling pardons, Captain--but could we just ask you one little question?" he asked in what he hoped was his most ingratiating voice.

Karnage turned to his men, a look of geniality on his handsome face. "Speak up! My door is always open sometimes."

Maddog and Dumptruck exchanged a glance and Maddog relaxed. Obviously, Karnage was feeling pretty good because of that baffling heist they'd just pulled off.

"Well, lately we've been skipping the valuables and swipin' flagpoles and wire and fishbowls and stuff and--"

Karnage shrugged. "Yes, yes, what is your pathetic, insignificant little point?"

"Vell, vat's all dis junk for?" Dumptruck asked.

"Yeah!" added Maddog. "We don't unnerstand."

Karnage gritted his teeth. "That is why I am in charge and you are bit players! This ia all part of my master plan. Do you not see?"

His men looked at each other, then shook their heads.

Karnage sighed deeply. Would it always be his lot to be surrounded by imbeciles? That boy had shown promise, but he'd gone and double-crossed Karnage. "Very well. I shall just have to show you."

Striding to two double doors at the other end of the room, he flung them open and marched over to a large cloth-draped machine to reveal a machine that looked like an overgrown ray gun.

“Voila,” the pirate captain said proudly. “Lovely, isn’t it? Come, come, come. Take a closer up look.”

His men oohhed and ahhed, shuffling cautiously towards the strange-looking device.

Baloo, Rebecca, and Molly peeked their heads cautiously from their hiding place to watch as the Karnage lept onto the machine. Kit stared reflectively at the cavern. He’d been to Ratchet’s workshop a dozen times and had come to know it pretty well.

“There’s a door on the other side of that room,” he whispered. “We can get out through there.”

Rebecca turned to look at him while Molly muttered, “Great.”

Baloo suddenly picked up a cloth sack that lay empty among the pillaged goods.

“Wait! I’m gettin’ a brainstorm!” he exclaimed softly.

Rebecca propped her chin on her hands and said skeptically, “And me without my umbrella.”

From the podium in front of the machine, Karnage was in his element. Every eye on the room was on him as he explained his master plan.

“Thanks to our mechanical genius, Ratchet--and a copy of Do-It-Yourself-Electronics--we will soon have a handy device that will get us into,” he paused dramatically, striking a heroic pose. “Cape Suzette.”

The pirates cheered and clapped as two pirates carrying bulging sacks tiptoed into the room. One was a tall gray bear wearing a moth-eaten brown coat, aviator’s cap, and a patch over one eye. The other, a brown bear with decidedly feminine features despite the gray mustache that graced his face, was much smaller with a dark coat, pants, and cap.

Dumptruck danced towards the stage. “Oh, boy!” he exclaimed, looking up at Karnage. “Are ve going to rob it?”

Karnage’s triumphant mood vanished and he placed his hands on his hips, glaring down at the big pirate. “No, no! We are going to plunder it!”

Dumptruck’s eyebrows knit in confusion. “But vait--aren’t ve robbers?” Last time he’d checked the job description, that’s what they’d been.

Karnage stamped impatiently on Dumtruck’s head, smashing his top hat flat. “No, we are not robbers! We are pirates! Pirates, pirates, pirates!!” he screamed, stamping his foot emphatically with each repetition. “How often do I have to remind you?”

Drawing his sword, Karnage danced nimbly across the machine, singing the virtues of being a pirate. His men got into the show, swaying together and singing “We are pirates, pirates!”

Baloo and Rebecca, in their pirate guises, joined in, all the while making their way to the door at the far side of the workshop.

Despite himself, Baloo was starting to get into the song and dance. He had to admit it, old Karny’s tune had quite a beat. When the pirate captain finished his number, the pilot blurted out, “One more time!”

The room suddenly became so still that they could have heard a pin drop. The other pirates turned to stare at Baloo and Rebecca covered her face with her hands. Couldn’t that dumb bear do anything right?

“I am the only one who says one more time,” Karnage snarled. “Who said it!”

Maddog pointed eagerly to Baloo. “It was him, cap’n!” he whined.

Rebecca gripped the sack holding her daughter tightly, glancing around wildly.

“Bring him to me!” Karnage ordered. “And his funny looking friend, too.”

Rebecca and Baloo set down their sacks carefully.

“Don’t move, Kit. If they take us away, you grab Molly and git,” he whispered.

“But Baloo...!” protested Kit. He, of all people, knew how mad Karnage got when one of the crew acted out of character, and he couldn’t let his new friends die protecting him.

“Mommy...!” Molly whimpered.

Dumptruck walked towards them, grinning maliciously. Clapping their hands in handcuffs, he chortled, “Yorr in trouble now!”

Shoving them in the back, he pushed them to the stage where Karnage waited impatiently.

“Hmm,” he said, tilting his head to the side and studying the pair before him critically. he didn’t recognize either one of them. Then, something clicked. Raising his sword, he slammed it through the mustache on the smaller one’s upper lip. “Ah-haa!” he said triumphantly, jerking Baloo’s eye patch from his face. “It is the annoying business lady and the round furry pilot! I hope you have brought my stone. I need it to complete my plans.”

Baloo scratched his head, feigning confusion. “Stone?” he asked, turning to Rebecca. “You seen any stone, Becky?”

“What stone?” Rebecca asked, genuinely confused. She’d heard the pirates mention something about a stone when she and Molly had been kidnapped, but she hadn’t thought much about it.

Karnage snarled, lunging forward and jerking Baloo up by the front of his jacket. “Do not be the clever guy with me! You are not qualified!” Turning the pilot loose, he looked around the room intently before returning his attention to the two before him. “Where is the boy?”

“Go fish,” scowled Baloo. He vowed that he would not give Kit’s location away to the ruthless pirate. The boy had come to mean so much to the pilot in such a short span of time, and Baloo was experiencing curious feelings of protectiveness towards the navigator.

“You would risk your life protecting that filthy flea?” Karnage asked in disbelief.

“Lay off,” growled Baloo. “He’s a good kid.”

The sack fell away from his head in astonishment. They were defending him! No one had done that for him in as long as he could remember. He couldn’t let it end this way. A plan sprung into his mind and he hesitated for a moment. If he went through with it, there would be no turning back and he’d be back to where he’d been before.

Still, the big bear had stood up for him and Kit owed Baloo and Rebecca more than to sit by and watch them be killed. Making his decision, he threw back the sack and strode through the crowd, his tough, cocky mask back in place as he shoved pirates aside, shouting, “Hiya, gang! I’m back!”

Every eye in the room turned to focus on Kit.

“Kit, whadaya doin’?!” demanded Baloo.

“Can it, rudder rump,” snapped Kit, leaping up onto the stage, forcing himself not to notice the pain in Baloo’s eyes as he repeated what Kit had said in confusion.

“Yo, captain! How’d I do?” the boy demanded, smiling proudly at the fox.

“What are you talking about, you juvenile delinketywink?” Karnage demanded, hands balled into fists at his side.

Kit danced around Karnage, deftly swiping the key to his friends’ handcuffs out of the pirate’s pocket as he winked, “I’m talking about what you taught me--the old Karnage hustle! First, I pretended to steal the stone from you so I could finagle some ransom money out of Shere Khan.” Kit turned to face the pirates, catching the key between his toes and pivoting to place it in the lock on Baloo and Rebecca’s handcuffs.

“What ransom money?” asked Karnage curiously, his sour mood lifting.

“One hundred thousand dollars,” Kit announced, unhooking the handcuffs and tossing them aside with one foot while the pirates oohhed and ahhed and Karnage clasped his hands together greedily. “Then, I was gonna steal the rock back and give everything to you. That is, until these clowns messed it up by grabbin’ the lady and kid!”

Karnage turned to Maddog and Dumptruck, jumping up and down in frustration. “You ear-picking ignoramuses! I ought to hang you by your pinkies!” he shouted, clearly forgetting his role in the kidnapping.

“Sorry,” they replied, hanging their heads in shame and hoping that the captain would forget to punish them later.

“Relax, captain,” Kit said easily, strolling over to Baloo. “I bamboozled this bozo into bringing me back.”

Baloo looked as though Kit had shot him through the heart. “Kit! I-I thought we were pals!”

Karnage rubbed his chin, remembering the events of the past two days. “Yes, I thought you were pals, too.”

Kit steeled himself, locking out all emotions as he jerked the hat off his head and hung it on Baloo’s nose. “Naw, I was just usin’ the poor jerk to get me the stone! And he fell for it!” Kit began to laugh wildly, belying the ache in his heart. The one true friend he had and he had to betray him.

Karnage looked unconvinced for a moment, but seeing his young protege’s callous attitude towards the pilot convinced him and he began to laugh along as Baloo crushed the cap angrily, glaring at the boy while Rebecca looked on worriedly.

“Very, very good,” Karnage stated gleefully. Now would be the true test of the boy’s loyalty. “Then you will not mind,” he paused, spinning around as his men readied their various and sundry weapons and aimed them at the two prisoners, “if I blast them.”

Baloo and Rebecca huddled together, gulping as Karnage raised his sword.

“Ready!” he began, Kit looking on worriedly, wracking his brain to think of a way to save Baloo and Rebecca.

“Aim!” Karnage was clearly enjoying this.

“Wait!” yelled Kit, stepping between the guns and his friends. He’d spotted Molly clutching Lucy on the fringes of the crowd and a cruel idea had come to him.

“Aren’t you forgetting something important, captain?” he asked desperately, running over to the young cub and grabbing Lucy.

“Hey!” shrieked the little girl. “You’re hurting Lucy!”

“Aw, shaddup!” snarled Kit, turning away so he wouldn’t have to see the hurt in the girl’s eyes as he ripped the head off her beloved doll and extracted the stone.

“Momeeee!” screamed Molly, snatching Lucy’s body and head up and cradling it in her arms. She’d never forgive Kit for this. Lucy had been her most prized possession.

Karnage and his men snickered.

“Ooo. He is even mean to children,” Karnage remarked approvingly, not noticing that Baloo and Rebecca were backing towards the treasure pile in the corner of the workshop.

“So whadaya think of my plan?” asked Kit, presenting Karnage with the stone.

Karnage accepted it, holding it up as he said proudly, “Son, you are a refreshing addition to my normally thick-headed group.”

“Now, uh, how ‘bout we let these saps go, huh?” Kit asked, trying to keep the desperation out of his voice.

“Do not be silly!” Karnage pocketed the stone. “I never let anybody go!”

Baloo’s hand closed around a bag and he looked inside to find gold dust. Picking it up, he hurled it at the pirates, saying, “Well, then, eat my gold dust!”

The pirates coughed and rubbed the dust out of their eyes. “Shoot them! A lot!!” ordered Karnage.

Baloo grabbed Rebecca, who grabbed Molly, and jerked the woman and her daughter out of the workshop.

“Step on it, Becky!” he commanded.

The trio ran through the corridor until they came to a narrow path. Baloo noted the red button on the wall and drew Rebecca and Molly up short.

“Great,” he muttered. “Trouble ahead of us and trouble behind us.”

“What do you mean?” asked Rebecca, puzzled. She held Molly close as she stared up at Baloo.

The pilot deigned not to answer, lunging for the red button on the wall and stated, “I’ll bet this isn’t here for decoration.”

Turning, he led Rebecca down the corridor, the pirates in hot pursuit. The band of dimwitted fools was stopped, however, by their captain’s own trap. A section of the path collapsed just as Baloo and Rebecca raced over it. The pirates skidded to a stop, cursing the escaping prisoners and hoping Karnage wouldn’t take it out of their hides.

Baloo and Rebecca raced through the labyrinthine corridors, not sparing any breath in speaking until they emerged at the rickety dock where the Sea Duck was moored.

Rebecca hugged Molly close as Baloo ran ahead, flinging open the door. Surely the pilot didn’t mean to leave Kit behind.

“What about Kit?” she gasped, pausing for a moment.

“Just get in,” growled Baloo, shoving the woman and her daughter into his plane and leaping in after them.

Starting the engine, the bear smoothly took off and flew out of the pirates’ den as fast as he could. Just as they emerged from the volcano, Karnage swooped down upon them in his tri-wing with several of his men behind him in their older, less flashy planes. Baloo tried to lose them by doing every stomach-churning trick he’d learned in his flying career, but the pirates would not be denied their victory.

“I’ll never shake these guys!” exclaimed the pilot. Suddenly, he remembered the overdrive he and Wildcat had installed several years ago. Reaching for the red button over his head, he said, “I hoped I’d never have to use this, but--hang on tight!”

Hitting the red button, he quickly braced himself, hands clenched around the controls as the Sea Duck shot ahead like a rocket, shaking the pirates’ planes and sending them plummeting to the ocean.

“Five...four...three...two,” Baloo grunted, every muscle of his considerable bulk shaking with the exertion of holding the plane level. When he reached two, however, he took one hand off the controls and reached for the red button. “One!” he said, hitting the button. The plane immediately stopped shaking and slowed down to its regular speed.

“W-what was that?” gasped Rebecca.

“A little something Wildcat and I added. But use it for too long and the engines overheat an’” Baloo gestured expressively. “Boom-boom, bye-bye.”

Meanwhile, back on Pirate Island, Kit stood on the balcony Karnage used for sunbathing and stared at the sunset. He kept seeing Baloo’s face when he’d hung the blue and red hat on the pilot’s nose. He realized that he’d burned all his bridges now. He was stuck with the pirates, and there was no way he could escape. But that short span of time he’d spent with Baloo and the Cunninghams had given him something he’d never had before: hope. Now, he knew that there were people out there who cared for him, or at least they had until he’d “betrayed” them. He’d give anything to be back with them now, to have Baloo smile lazily at him and call him “Li’l Britches” and to have Rebecca look at him with that understanding way she had and to have Molly jump on his back, gleefully playing tailgunner while he ran around the room. Still, he couldn’t have let the pirates kill them, and the only way he could think of to stop that was to pretend to betray them. He’d thought that Rebecca had understood his intentions; he’d seen a glimmer of comprehension pass over her face when he’d unlocked and threw away their handcuffs.

“So, my boy. You are back with the pirates now, yes-no?” Karnage’s voice broke into his melancholy thoughts and he whirled around to find the fox approaching him, a red scarf in his hands and a satisfied smile on his handsome face. He tied the scarf carefully around Kit’s neck, then placed a paw on the boy’s shoulder as they both turned to stare at the brilliant red-orange sunset.

“You did well, my puny protege. Happy?” asked Karnage.

Kit resisted the urge to shrug the pirate’s hand off his shoulder and replied glumly, “Yeah. Couldn’t be happier.”

Rebecca couldn’t understand what kept the big bear so quiet. The whole way back to Cape Suzette, he’d been brooding, stripping out of his pirate costume angrily and scowling as he realized that he’d unconsciously placed Kit’s hat in one of the pockets. Rebecca had noted that he hadn’t cast it aside, but had placed it in the pocket of his flight shirt. Even Molly had sensed that now wasn’t a good time to talk and had been uncharacteristically silent as well. Rebecca knew that Baloo had been badly hurt by Kit’s seeming betrayal, but the whole scenario hadn’t set too well with her. From the little bit she knew of the boy’s character, it didn’t fit at all. She could scarcely believe that the boy had been a pirate, let alone that he’d go back with them. She wondered how long he’d been with Karnage’s gang and what had driven him to join up with the pirate scum. Had Baloo known about his young navigator’s history with the pirates?

“What is with you?” she said finally as Baloo landed the Sea Duck at the Higher for Hire dock. The bear jumped out of the plane, slamming the door so hard that both Rebecca and Molly winced. Rebecca quickly dumped Molly off her lap and followed the bear, shedding her pirate costume as she went along. “Baloo! You haven’t said three words on the whole flight home!”

Baloo proceeded to the door of Higher for Hire, head down, just as an expensive-looking car with tinted windows screeched to a stop beside him. He, Rebecca, and Molly barely had time to register that anyone was driving the car before they were jerked inside and driven to the Khan Industries building where they were hustled into an elevator and shoved into Khan’s office.

“Ahh, so glad you could stop by,” Khan said from his seat behind his desk.

Rebecca stormed over to the tycoon’s desk, determined to let this insolent tiger have it.

“Shere Khan, there are rules about this sort of thing, you know!” she raged, placing her hands on the tiger’s massive desk and glaring at him.

The tiger scowled, standing so that he towered over Rebecca, and stated, “I make my own rules.” Turning to the bear, he asked, “Now where is the stone?”

Before Baloo could answer, Rebecca demanded, “Before we tell you anything, what is this “stone” everyone keeps talking about?”

Khan turned towards the nerdy looking rabbit who stood by a blackboard. “Fair enough,” he agreed patiently. “Doctor Debolt?”

The rabbit cleared his throat officiously, picking up a pointer and tapping the complex equations on the board energetically. “The “stone” is actually a sub-electron amplifier, which means it can create unlimited amounts of electricity--enough to run all of Mr. Khan’s businesses. Unfortunately, we were only able to create one stone and it--”

Khan moved from behind his desk to grab the rabbit around the neck, lifting him off the floor and prompting the scientist to turn an odd shade of blue and emit gurgling sounds.

“Thank you, professor,” said Khan, turning to the three bears and demanding, “Now where is it?”

“Um, we don’t have it. Don Karnage does,” Rebecca said uneasily. This did not sound good at all.

Khan turned to Baloo, who was still standing where he’d been when they’d arrived in Khan’s office.

“I’m displeased, Baloo. You have let me down,” Khan’s voice was low and dangerous, as close to expressing emotion as the business tycoon ever came.

“Don’t tell me about being let down, mister, cuz I’m an expert!” exploded Baloo, balling his hands into fists. “Ya let someone get close to you and then they stab you in the back! Well, I’m sick of being used!” pointing at Rebecca, he yelled, “And I’m sick of working for you!” pointing at the doctor, he bellowed, “and I’m sick of your stupid stone!” turning on his heel, he stormed out of the office, screaming, “So ya’ll just leave me alone.”

Rebecca hugged Molly as they watched Baloo leave and Khan said, “Hmm...a very emotional man. You are all dismissed.”

Rebecca wasted no time in getting out of that office, dragging Molly with her.

They caught up with Baloo at Higher for Hire, just as he was coming out the door with a suitcase.

“Baloo, where are you going?” demanded Rebecca, clenching Molly’s hand. A small corner of her mind made a mental note to talk to her daughter later. Molly was being so quiet about the whole situation, and Rebecca had an idea that it was because of Kit’s callous treatment of Lucy, who had been left in the pirate’s hideout.

“I’m outta here, sister,” Baloo snarled, tossing his bags into the plane. “Maybe I’ll try Louie’s for a bit.”

“But the Sea Duck’s my plane!” protested Rebecca.

“Huh-uh,” Baloo pulled out the pink slip and a small sack of gold coins he’d swiped from the pirates, “I own it now. And just to make it fair and square, this gold outta cover it.”

Rebecca stared at the money for a moment before stowing it into her pocket. Molly raced forward, tugging on Baloo’s shirt.

“Don’t go, Baloo!” she begged.

Baloo smiled sadly at her, picking her up and tickling her under her chin. “Sorry, cupcake. But the sky’s callin’ and I’m gone.”

Setting her down gently, he turned to leave.

“This isn’t about the plane or the stone or even me,” Rebecca began, halting the big bear in his tracks. “It’s Kit!”

Whirling to face the bearess, Baloo snapped, “What are you? The pirate den mother?”

Rebecca nearly recoiled from the anger in the pilot’s voice, but bravely forged on, “Baloo, I know it looks like he’s betrayed us, but think with your heart not your head.”

Baloo scowled at her. Kit had turned his back on Baloo, using the bear for his own personal gains. That was all Baloo needed to know. “Fergit it,” he growled. “From now own, I fly solo.”

Turning on his heel, he stalked into the plane and started it. Rebecca hurried her daughter out of the way of the propeller and hugged her as Baloo took off.

“I just can’t believe Kit’s gone bad!” she shouted at the Sea Duck’s departing form.

Act IV

The evening sun dyed the craggy peaks of Pirate Island a brilliant scarlet. Waves crashed against the rocks, nearly drowning out the sound of Karnage’s accented voice as he ordered his men to load the lightning gun Ratchet had just completed onto the Iron Vulture.

“We leave in ten menudos!” he warned his men, striding to the bridge of the Iron Vulture to watch his men drag the heavy gun along the railroad track he’d had them build for that specific purpose. It wouldn’t be much longer now. Then, those simpering Cape Suzette simpletons would know what real terror was. Karnage could just see it all now. He’d make a suitably dramatic entrance, destroying the cliff guns with his own lightning gun and sweeping into the city in his Iron Vulture. No doubt the Cape Suzette citizens would throw themselves at his feet, begging for mercy and he would be showered with jewels and other riches. Yes, it was certainly a wonderful picture. Karnage’s lips curved into a bloodthirsty smile.

And who did he have to thank for this wonderful pillaging? His protege, a boy nearly as clever as himself. Karnage surveyed his men as they placed the gun on the Iron Vulture’s massive beak and bolted it to the deck. With a little more experience, that boy would be a suitable heir to Karnage’s pirating empire. He was a lot more intelligent than the other members of Karnage’s crew. Sometimes, however, that worried him. None of the other pirates were smart enough to defy him, but the boy had done so once. Even though Kit had convinced the pirate captain that he hadn’t really betrayed Karnage and his band of pirates, there was still a lingering doubt in Karnage’s mind.

His men had completed their task. The massive lightning gun was in place, lacking only the stone that Karnage had in his pocket. After having it stolen once, he wasn’t about to take that chance again. Kit was back with the pirates now, but Karnage would be watching him for quite some time to make sure the boy knew where his loyalties lay. Karnage ordered a scottish terrier named Jacques to start the engines, and as the Iron Vulture rose in the air, Karnage said, “Ready or not, Cape Suzette--here I come!”

Rebecca watched her daughter greedily devouring an enormous ice cream sundae while the businesswoman waited for her call to an airplane hangar to go through. She and Molly had had a good heart to heart talk after Baloo had left, and Rebecca had thought it had done some good. She’d told Molly her suspicions about Kit’s betrayal and asked her daughter which was more important: Lucy or life? Molly was a bright enough girl, sometimes too sharp for her mother’s comfort, and had grasped the concept very quickly. As a consolation, Rebecca had bought her daughter another doll, whom Molly named Lucy and who was of the same make as her predecessor, and taken her out for ice cream.

A tinny-sounding voice jolted the bearess back to the present. She greeted the man cordialy and began to ask if he had any cargo planes for sale, but was abruptly cut off by the reminder that it was closing time.

“Yes, yes, I know it’s closing time. But just tell me--do you have any cargo planes for sale?” asked Rebecca, refraining from reminding the man that being rude to potential customers wasn’t the best way to run a business. The man confirmed that he did. Rebecca thanked him politely and told him she’d be by the next day to look at them.

“Now all I need is a pilot,” she muttered, hanging up the phone and walking back to Molly.

“What about Baloo?” asked Molly, pushing away her mother’s hand as Rebecca tried to wipe the chocolate ice cream off her face.

“Now, honey, I told you. He’s gone away. It’s just the two of us now,” Rebecca replied, giving up on wiping her daughter’s face and sitting in the seat beside her, propping her chin on her hands. “Though I wish he were here,” she added softly.

Dr. Debolt charged into Khan’s office, heedless of the tiger’s almost obsessive desire for protocol.

“Mr. Khan, Mr. Khan!” he panted. “I just figured it out!”

Khan, who was on the phone trying to close a million dollar deal with a spice trader in Tubets, covered the mouthpiece of the phone, glaring at the doctor and saying, “In a moment, doctor.”

“Yes, sir, but this is important!” Debolt committed the cardinal sin of cutting Khan off from his prospective deal.

Khan slammed the receiver down on the cradle, smashing Debolt’s hand, and asserting, “It had better be.”

Debolt yelped and jerked his hand away, cradling it as he forged on with his important message.

“I’ve, uh, been studying a list of what the pirates stole from you over the last week,” he began.

Khan grabbed the rabbit’s long ears and jerked him up so that he was face to face with the angry tiger. “The point, doctor?” he asked, scowling.

“Well, it’s possible that they have built a machine that can focus the energy of the stone,” Debolt nervously straightened his glasses.

Khan dropped the scientist onto his desk. “And--?” he asked impatiently.

“Well, basically, Don Karnage could now have in his possession...a lightning gun!” Debolt looked earnestly at his employer.

Khan leaned back, folding his arms across his massive chest and stated, “Absurd.”

A loud boom from beyond the cliffs startled Khan. He glanced over his shoulder to see a bright red flash illuminate the night sky and preceed another boom.

“See? See?” Debolt exclaimed, pointing emphatically to the cliffs.

“I believe you,” Khan said, recovering his composure and reaching for the phone. “Thousands wouldn’t.” Lifting the receiver, he ordered his secretary to get his airfield on the line. Those pirates would not destroy his empire. No one messed with Khan and escaped unscathed.

High above Cape Suzette, Don Karnage was enjoying the chaos he was creating. He’d already had Ratchet flambe one cliff gun, sending the cowardly Cape Suzette guards running for cover. Now, he was aiming for the other.

“Lookity, look!” he chortled, looking through his telescope at the guards. “They scurry like the little ants!” Turning to Ratchet, he ordered, “Once more, with feeling, Ratchet!”

The scrawny mechanic nodded, lowering the goggles over his eyes and taking aim at the other cliff gun. Throwing the switch, he and the rest of the pirates watches as the tip of the machine glowed brighter and brighter until the tip crackled with energy, sending a beam of angry red light to the cannon and causing it to explode.

A boom rocked the Iron Vulture’s crew quarters, startling the youngest pirate out of a light doze.

“What?” Kit murmured sleepily. Then, he remembered Karnage’s latest scheme to get into Cape Suzette and he sat bolt up right, the aviator’s magazine he’d been reading before he’d dozed off sliding to the floor. Leaping off the bed, he raced through the corridors of the giant airship until he reached the beak.

Karnage stood beside the lightning gun, shouting, “How do you like them mangoes, citizens?”

His crew laughed appreciatively along with their captain as Kit ran up to him.

“What are you doing?” he demanded.

Karnage whirled around in confusion. What did the ninnypoop think he was doing? Still, he was feeling confident and cheerful, so he replied jovially, “Ah, there you are, my boy! Come, come, come. Join in the festivities!”

Gibber hurried over to the fox, whispering urgently.

Karnage’s face darkened and he yelled, “What?! They think to stop me with their puny-type planes?!”

Several of Khan’s planes flew towards the Iron Vulture, opening fire on the beak.

Karnage growled, racing over to Ratchet and jerking the mechanic off the machine. “Off, off, off!” he shouted. “I will show those pinkie-sucking pilots what it means to anger the great Don Karnage!”

While Karnage readied the gun, Kit crouched behind a nearby crate, trying to stay out of the way of the gunfire and hoping that Khan’s men would win the battle. If not, Karnage would most certainly destroy Cape Suzette and kill its inhabitants. Kit couldn’t bear the thought of Baloo, Rebecca, and Molly dying, especially since they thought that Kit had betrayed them.

Unfortunately, the fighter pilots’ guns were no match for Karnage’s lighting gun. The pirate captain took fiendish pleasure in shooting each one out of the sky.

Kit emerged from his protective cover and watched in alarm as every plane that came near the Iron Vulture was shot out of the sky.

“Oh, my gosh,” he whispered, horrified. This was all his fault. Not for the first time, he wished he’d never been born. Why did pain and destruction always follow in his wake?

Karnage had finally finished dispatching of the annoying pilots and was turning his attention to other things.

“Now then, where was I?” he wondered, leaping off the gun. “Ah, yes!” snatching up the microphone, he strode to the edge of the beak.

“Attention, attention!” he said, glaring down at the city. “Hello, wonderful people of Cape Suzette! Allow me to introduce myself...a man who needs no introduction...I am Don Karnage, pirate extraordinaire. For years, I have tried to visit your fair city,” Karnage lost his temper and shouted, “BUT YOU HAVE ALWAYS SHOOTED AT ME!!!” There was a pause as he regained his compsure before continuing, “However, now that I am here, you will hand over all your money and valuable knickety-knacks to me, okie-dokie?”

Karnage paused, leaning his head towards the city theatrically as if he were expecting the entire population to scream a heartfelt affirmative at the top of their lungs. “I do not hear a yes,” he said sarcastically.

Savoring the moment, he marched back to his men, announcing, “We shall have to soften them up a bit.”

His men snickered and Kit gulped.

In the city below, Rebecca and her daughter had emerged from the restaurant in time to hear Karnage’s message and see the subsequent results. The pirate captain had obviously decided to destroy the city he intended to plunder. All around them, the blasts from the lightning gun took out bridges and chunks of buildings, sending the inhabitants fleeing for safety.

Rebecca picked up Molly and ran with her through the falling debris.

“Mommy!” Molly screamed as a chunk of rock just barely missed them.

“It’s ok, baby. I’ve got you,” Rebecca assured her, heading in the general direction of the docks.

Aboard the Iron Vulture, Karnage and his men were having a party to celebrate their apparent victory. The beer was flowing freely and the food was the best that the cook had.

Karnage spotted Kit sitting on a crate and looking unusually glum for being on the winning team. Going over to the boy, he clapped him on the shoulder and exclaimed, “So, are you not glad you are up here on the winning side instead of with that loser pilot?”

Kit smiled, attempting to radiate a joy he did not in the least feel, and nodded. Satisfied, Karnage turned his attention to more important matters.

Kit jumped up. He had to do something. Trouble was, he didn’t know what. His eyes lit on Ratchet’s toolbox beside the lightning gun and he hurried over to it, rummaging through it hastily. He discarded several of the hammer, ratchets, screwdrivers, wrenches, and assorted other tools that he knew wouldn’t be of any use to him. At the bottom of the old wooden box, he saw an old rubber glove and snatched it up. He remembered reading or hearing something about rubber repelling electricity. If it did, then he had a chance to foil Karnage’s plan. If it didn’t, the stone would electrocute him and put him out of his misery.

Glancing cautiously at the pirates, he casually strolled towards Ratchet and his lightning gun.

“Barbeque a few more buildings, Ratchet. And then we shall begin the biggest plunder of all time--an entire city!” Karnage rubbed his hands together gleefully, fully confident that nothing could stop him now.

Ratchet aimed the gun at a couple of the older, less attractive buildings of the city and was getting ready to push the button when he noticed a movement out of the corner of his eye. Turning, he saw the kid grabbing the stone, a grim look on his face.

“Whaddaya doin’?” asked Ratchet. Hadn’t the kid said he was loyal to Karnage?

Karnage whirled around. Catching sight of Kit racing away with the stone, he demanded, “Put that back!”

Kit was beyond caring what the pirate captain thought of him. He longed only for escape, by death or, preferably, by getting off the Iron Vulture and taking the stone with him.

“Make me,” he muttered, racing through the hangar and into the corridors.

“Don’t just stand there, you ignoramuses! After him!” yelled Karnage.

Kit had a sense of deja vu as he raced through the corridors of the Iron Vulture, Karnage’s men in hot pursuit. He lost track of the corridors as he took a convoluted path through the air ducts, across the catwalks, over a couple of pipes, and down a variety of corridors.

Finally, he skidded to a stop, panting. He’d managed to get himself into a dead end. He turned to retrace his steps, but changed his mind as he saw and unhappy band of pirates round the corner. Turning, he bolted through the door, locking it behind him and leaning against it, wiping sweat from his face.

Outside, Karnage’s men shouted to him, but he ignored them, turning his attention instead to the room in which he’d managed to corner himself. The radio room. He stood there for a moment, staring at the equipment and debating about his next move.

His thoughts turned suddenly to Baloo. He saw again the bear’s hurt and anger at Kit’s obvious betrayal and Kit knew in an instant that he couldn’t bear the thoughts of dying without letting the big bear know that Kit hadn’t betrayed him. If Kit lived through this, maybe he could find the bear and tell him face to face how sorry he was that he’d ever pretended to betray Baloo, but for now, the radio would have to do as his only source of contact with the pilot.

As Karnage’s men started battering the door with what sounded like someone’s head, Kit raced towards the radio and tuned it into a frequency to begin his broadcast.

Outside the door, the pirates were using Maddog as a battering ram as Karnage stormed up.

“Stop, you idiots! What are you thinking?” Karnage demanded.

“Thanks, Cap’n,” Maddog started to say.

“His head is way too soft. We need something harder,” finished Karnage callously, enraged that he Kit had duped him once more. Roughly pushing his men aside, he put his ear against the door to see if he could hear what the boy was doing. Upon hearing the mayday call, he gasped. His traitorous protege had locked himself into the radio room! No doubt he would be trying to call in someone to stop Karnage from invading Cape Suzette.

Leaning back, he ordered, “Shoot the door off.”

Eagerly, Karnage’s men readied their weapons. Cringing, Karnage realized his mistake. Making a mental note to get out of the way before he ordered his trigger-happy men to shoot anything, he shouted, “No! Wait! Not yet, not--!”

Too late. His men opened fire. Karnage ducked out of the way, flattening himself against the floor as the bullets ricocheted off the titanium door. Soon, all of his men found themselves dancing or flattened on the floor beside their captain.

Karnage removed his hands from his head and pushed himself up on his arms.

“Somebody...get...the...blowtorch!!” he growled through clenched teeth, getting to his feet and glaring at his men. They all had the grace too look abashed before one of them raced off to get the blowtorch.

Meanwhile, in planes across the ocean, a message was being broadcast. “Mayday, Mayday! If anyone can hear me; anyone who flies...this is Li’l Britches! Please, whoever you are...get word to Baloo. Tell him Li’l Britches has a message for him.”

And at Louie’s, the very subject of the heartfelt message was dancing across the empty floor, a glass in one hand. Louie’s dinner crowd had long since left and the crowd that preferred more raucous entertainment had not yet arrived, so the ape was enjoying a breather, wiping down the bar while his best friend made Montgomery play song after song and danced, pretending he had no worries.

“Ha, ha! This is the life, Louie! No bosses, no problems, no obligations,” Baloo said now, hooking a chair out from under one of the tables and placing his massive bulk in it.

“Yeah, cuz, you keep saying that every five minutes,” Louie said, scrubbing at an imaginary speck of dust on the bar. “And you’ll believe it in a year or two.”

Baloo had come in the night before, depressed and angry. Louie had sat the bear down, given him a few drinks, and had attempted to get the story of what had happened to the bear out of him. Baloo had told the ape only that the Sea Duck was his again and that the kid he’d taken on as a navigator had betrayed him. Louie had sensed that there was more to the story than that, but said nothing. He’d known Baloo for close to fifteen years and had never seen the bear as upset over anything as he was now. He kept repeating how happy he was with no responsibilities, but Louie suspected that was as much to convince him as to convince Louie.

A tan dog in a bomber jacket suddenly burst through the door, panting as if he’d been running for miles.

“Anybody here named Baloo?” he asked urgently.

“Yer lookin’ at him, ace,” Baloo said jovially, grinning at the dog.

“There’s a distress call for you from someone named...” the dog paused, scratching his head, “Li’l Britches?”

“What?!” Baloo yelped, sitting bolt up right, shock on his face.

Louie hurried to the radio and snapped it on.

“...can’t stop him from wrecking the city. But I tried. Please tell Baloo...tell Papa Bear...that I’m his navigator,” there was a slight pause as Kit’s voice cracked. Then, he added, “always,” in a tearful whisper.

Baloo stared at the radio for a few seconds after the message ended, his jaw slack and his mind whirling in confusion.

“Louie,” the bear finally breathed, relief starting to replace the shock on his face. “He didn’t double-cross me!”

He stood in amazement for a few moments before the full import of Kit’s words hit him and he galvanized himself into action.

“I gotta get back to Cape Suzette,” he muttered, racing out of the bar.

“Weren’t you paying attention, man? Cape Suzette is a death trap!” Louie ran after him.

“Doesn’t matter,” Baloo stated, hastening down the dock towards his plane with Louie in tow. “I was all wrong about the kid.”

“But think, Baloo. It’s miles away! How you gonna get there in time?” Louie asked.

“Overdrive,” Baloo informed him, jumping into the Sea Duck and slamming the door behind him.

“All the way?” Louie was incredulous. “Your motors’ll fry! You’ll melt your plane!”

The ape scrambled out of the way as Baloo started the engines. Obviously, he would not be denied this. Louie just hoped that his friend knew what he was doing and wouldn’t be burned to a crisp in the process of saving the kid.

Baloo started the engines and took off hastily. Maybe he would burn his engines up, but he had to save Kit. He had to let the boy know he’d gotten Kit’s message and that he was sorry he’d left him with the pirates. Patting the pocket that contained Kit’s hat, he reached up and pushed the overdrive button and braced himself as the Sea Duck jumped ahead, racing to Cape Suzette and Kit.

Karnage tapped his foot impatiently, waiting for one of his pirates whose name he could never remember to finish blowtorching his way through the titanium. Any minute now, and Mr. Cloudkicker would know what pain was. Karnage didn’t like being made a fool of, and the boy had done it twice, which made him doubly mad. While he waited, he contemplated possible punishments for the boy. No doubt he’d try to wheedle his way back into Karnage’s good graces, but the fox would have none of that.

Finally, the pirate finished blowtorching the door. He stood up, ready to kick it in, when Karnage shoved him aside. He wanted this pleasure all for himself.

Savagely, he kicked the door in. It landed with a metallic clink on the radio room floor and Karnage stepped through the singed doorway, glancing around the room, a scowl on his face. His eyes lit on the desk, which had a chair pulled up to it. Crossing the room in one stride, he jerked the chair away from the desk, shouting, “All right, boy! I have you...” no one was there. “Now?”

Karnage leaned down, peering under the desk. Where had the boy gone? There was no possible way he could have gotten out of this room. Scratching his head, the pirate contemplated the spartan room. He spun around in a slow circle, his eyes taking in every detail of the room.

“Wait uno momento,” he murmured, spinning around to the place over the loudspeaker where the pipes jutted out from the wall. “Ah-ha!” he said, spying Kit behind the pipe. “There you are, you naughty nuisance. Give me the stone.”

“Wh-what stone?” asked Kit innocently.

Karnage stamped his foot, pointing vehemently at the boy. “The one behind your back!” he bellowed. “No more guessing-type games!”

Kit slowly withdrew his arm from behind his back. Maybe if he threw the stone, it would catch the pirate off guard and he would be able to make his escape. “Oh, you mean this? Here, catch!”

With that, the cub tossed the stone. Karnage lunged for it, catching it just before it hit the floor. Unfortunately for him, he’d forgotten just what the stone did. He was jolted with bolts of electricity that made his fur stand on end and knocked him flat on his back. He yelped involuntarily, but did not release his grip on the stone.

While the pirate captain was so distracted, Kit slipped from behind the pipes, running past Karnage and pushing his way through the pirates.

“Gangway, comin’ through!” he yelled to the pirates, who milled about uncertainly. Should they help Karnage or go after Kit?

Karnage lay on the floor, twitching as the bolts of electricity finished their course through his body. He stood up stiffly, his body protesting as he moved to the door.

“Get that kid!!” he roared, his body smoking slightly from his near electrocution. Smoothing his fur, he strode after his men, the stone still clenched tightly in one hand.

Kit panted as he ran back to the beak. He had to get out of there. Karnage surely wouldn’t just quietly kill him now. He’d torture Kit first, and Kit had seen some of Karnage’s torture methods. Reaching beneath his sweater, he pulled out his board and opened it with an expert flick of his wrist as he ran. He could see the edge of the beak up ahead and beyond that, he saw the lights of Cape Suzette. He was so close to freedom that he could almost taste it. Nothing could stop him now.

He was so focused on the edge of the beak that he failed to notice that not all the pirates had left the beak. Dumptruck had stayed behind to guard the lightning gun and the big dog looked up as he heard Kit’s rapid footsteps coming towards him. He reached out and grabbed the boy by his skinny arm, jerking him off the ground and leering at him.

“Going somevere?” he asked sarcastically.

Kit struggled to get out of his grasp as the rest of the crew stormed onto the beak followed by Karnage. When they saw that Dumptruck had Kit, they slowed down, allowing Karnage to push his way to the front of the crowd.

Seeing Kit in Dumptruck’s vise-like grip, he slowed down. “Tsk, tsk, tsk. My boy, my boy, you cannot make the fool of me twice.”

‘I think I just did,’ Kit thought, but he knew when to keep his mouth shut. Cunning would get him out of this situation, not mouthing off to Karnage.

Karnage glared at Kit, walking over and jerking the boy’s air foil out of his hand.

“Hey!” Kit protested.

Karnage played with the board, flicking it open and closed.

“Interesting toy,” he commented, savoring the moment. Raising the board over his head, he brought it down over his knee, breaking it in half. “Oh, but I broke it,” he said in mock alarm, handing the pieces of the board back to Kit and signalling for Dumptruck to put the boy down.

“My board,” Kit whispered, taking it from Karnage and looking at the two pieces despairingly. He’d had that board for as long as he could remember, and he’d thought that it belonged to one of his parents.

“So, Kit Cloudkicker. You will kick the bucket instead of the clouds, yes-no? Oh, I make a joke! Hee, hee!” Karnage and his men laughed while Kit stared at his wrecked board.

Turning from his young victim, Karnage walked towards the lightning gun “From now on, I erase you from my list of noble pirates,” he stated.

Kit snapped out of his reverie. He glared at the pirate captain, exclaiming, “Noble?! You’re nothing but a cheap crook, Karnage!”

Taking careful aim, he hurled the broken pieces of his airfoil at the fox, smacking him squarely in the back of the head.

Rubbing his head, Karnage whirled around, snapping, “Drop him!”

“No!” Kit yelled as Dumptruck jerked him up by the back of his sweater and dangled him over the edge for an agonizing second before letting go.

Kit plummeted through the air, screaming. Still, some small part of him reasoned that this is what he knew would happen. The path was suicidal the moment he’d decided to cross the fox a second time. He just hoped that Baloo had gotten his message. He didn’t know how he could bear it, knowing he died with Baloo thinking that Kit had betrayed him.

The spotlight from the Iron Vulture illuminated the calm waters of the bay beneath him. He stared at the bay, which was rushing up at him so quickly. Any minute now...

Beyond the Cape Suzette cliffs, the Sea Duck was beginning to show signs of the strain Baloo was putting on her. She shook violently as the number two engine caught fire, but Baloo didn’t let up. He had to save Kit.

“C’mon, baby,” he begged. “Hold together.”

Up ahead was the Iron Vulture. Baloo saw a small shape illuminated by the Iron Vulture’s spotlight as it fell from the beak and he thought that he could hear Kit’s voice screaming. Gritting his teeth, he managed the wheel with one hand while leaning out the window and grabbing the small bear cub with the other.

“I gotcha, Li’l Britches!” he said, pulling the cub into the cockpit.

Kit’s face registered utter disbelief as Baloo tossed him into the navigator’s seat. He sat there for a moment, staring at the gray pilot and trying to compose his thoughts. Obviously, Baloo had heard his message, but how had he gotten back to Cape Suzette in time? And more importantly, why had the bear come back? Hadn’t he paid attention to what Kit had said in his message aside from the confession that Kit hadn’t betrayed him? Why had he risked life and limb to come back? Surely, it wasn’t be just to save Kit. He couldn’t possibly be that important to the bear.

“You...you came back for me,” he said finally, hardly believing that he was sitting in the cockpit of the Sea Duck once again with the gray bear beside him.

Baloo, never very good with expressing his emotions, reached in his pocket and took out the blue and red baseball cap. Plunking it on Kit’s head with the bill facing forward, he said softly, “Uh...you forgot this.”

Kit grinned at him gratefully, adjusting the cap and recognizing the apology and acceptance for what it was.

Baloo reached over, a mock-stern expression on his face as he twisted the boy’s cap around backwards. “Aw, didn’t I learn ya?” he asked playfully. “The navigator wears it this way.”

Any response Kit would have made was drowned out by the sudden explosion of the overdrive button. Both bear and cub flinched as the explosion showered them with sparks.

“Great--I’m overloadin’! What next?” Baloo moaned, gripping the controls as the Sea Duck slowed her breakneck pace.

“Baloo--the pirates!” Kit remembered as a red glow filled the night sky and a bolt of energy hit the water beside them, causing a geyser to spray the plane.

Baloo dodged again and again as Karnage fired a series of shots, missing them by mere inches each time.

A bridge up ahead gave him an idea. He’d read about it in one of his favorite comic serials one time and it had succeeded for the hero there. Why shouldn’t it work for him? Flying low, he went under the bridge, veering off to the left and cutting the engines.

“Time for a little hide-n-sneak,” he grinned at Kit as they waited for Karnage to make his next move.

Aboard the Iron Vulture, Karnage was getting more and more furious. This was not how he’d planned for things to go.

“There they go!” he pointed with one hand while waving his sword theatrically with the other. “Under the bridge! Quickly, burn it down!”

Ratchet took careful aim and fired, obliterating the bridge and any cars or people who happened to be on it. Karnage knelt down, gripping the cold iron edge of his airship as he surveyed the smoldering bridge below.

“We have made the mincemeat of him, yes-no?” he asked his men. After receiving an indifferent grumble from his men, he ordered, “Away, my men! Back to pillaging.”

At Higher for Hire, the main office, lit by the dim light of a kerosene lantern, looked very much like it had before Rebecca Cunningham had taken over. Matresses, boxes, furniture, and electronic gadgets littered the room, making it look like a hastily thrown together garage sale. Under the stairwell, Rebecca, Wildcat, and Molly crouched fearfully, waiting for either an all-clear signal or the destruction of the building.

The sound of the radio made all three of them jump and Molly clutched Wildcat.

“Come in, Higher for Hire! Come in!” said a cheerful, familiar voice.

Rebecca groped her way over the the radio and fumbled for the mike.

“This is Higher for Hire,” she said, willing her heart to stop beating so fast.

“Y’know, Becky, I still don’t like that name,” chuckled the voice.

“Baloo?!” exclaimed the businesswoman in disbelief. “You’re alive!”

On the Sea Duck, bear and cub exchanged grins.

“Yup, me and Kit,” he emphasized. “We’re coming home.”

Grinning as he heard the cheers in the background, he clicked off the mike and taxied the plane from beneath the bridge, where they’d hidden in a tunnel until they were certain Karnage had turned his attention to other matters. Everything felt right to him now. Kit was back and all he had to do was get ol’ Becky, Molly, and Wildcat and they could get out of Cape Suzette and start over. Maybe he’d take them to Louie’s for a while. Glancing over at Kit, he suddenly noticed that the boy didn’t look as happy as Baloo did.

“Whassa matter, Li’l Britches? Everything’s ok now. All we gotta do is get the girls and Wildcat and we can get out of here,” he said.

Kit sighed. He was becoming increasingly nervous about facing Rebecca and especially Molly. What if they didn’t understand his motives?

“I--” Kit hesitated. “What if Ms. Cunningham and Molly don’t belive me, Papa Bear?”

Baloo placed a reassuring hand on his shoulder. “Sure they will,” he assured him. “Becky does already. She tried to convince me to go back for you.”

Kit looked up at the bear, his brown eyes hopeful. “Really?”

Baloo smiled at him. “Ya got nothin’ to worry about, Li’l Britches. Like I said before. From now on, yer with me.”

Kit smiled back and the two rode in silence to Higher for Hire.

They arrived without much fanfare except for the trio standing on the dock racing up to hug Baloo and Kit. While Baloo raced madly into Higher for Hire, Kit stayed on the dock to apologize to Rebecca and Molly for his seeming betrayal and explained to them exactly what had taken place since the day before. When he told them about using the rubber glove to get the stone, Rebecca grew thoughtful and asked to see the glove. Mystified, Kit had given it to her, but had immediately turned his attention back to convincing the Cunninghams that he was sorry for getting them into such a nasty situation. To his surprise, both of them forgave him readily and Molly showed him her new doll, asserting firmly that she was better than the old Lucy. He hugged her and stood watching as Rebecca’s eyes widened and she raced up the dock towards Baloo, who was lugging a lamp, rug, and carpetbag towards the Sea Duck.

“C’mon, Becky!” he shouted. “Throw your stuff in the Duck and let’s scoot!”

Rebecca wrestled the stuff away from the bear, backing away from him, a determined expression on her face. “No, Baloo. I’m not going anywhere.”

Baloo wrestled the stuff away from the petite bearess and again tried to load it on the Sea Duck. Again, Rebecca thwarted his efforts, jerking her belongings away from him with such viciousness that Baloo tripped and fell to the dock.

“Be sensible, will ya,” he begged, lumbering to his feet.

“I can’t!” Rebecca informed him. “This is my home now, Baloo.”

“But Karnage is gonna fricassee this city any second!” protested Baloo, rubbing his posterior and glancing at Rebecca.

She folded her arms across her chest and shook her head vehemently.

Turning to Kit, he appealed, “You talk to her, kid.”

To his surprise, Kit walked down the ramp to stand beside Rebecca. “No, Papa Bear. I stay, too.”

“What?!” Baloo was astonished, but bowed to the inevitable. There was no way he was going to leave Kit to the depredations of Don Karnage. “Okay, Li’l Britches. Me, too. But there’s not gonna be much left after Karnage is through.”

Looking at Rebecca, Molly, Kit, and Wildcat, he saw that all four of them were looking at him expectantly, like cats waiting to pounce on their prey.

Backing away and waving his hands defensively in front of him, he stated, “Heyyy, whoa, people. I ain’t the hero type.”

“But you’re the only one who can do it,” Rebecca informed him, advancing on the bear with a devious gleam in her eyes. “Baloo, I have a plan.”

Baloo wasn’t up for hearing any more of Rebecca’s bright ideas. “Not a chance,” he declared loudly. “That gun’ll flambe my plane before I take off!”

Rebecca reached into her back pocket and extracted Kit’s rubber glove. “Not if the lightning can’t touch it,” she sang, dangling the glove in Baloo’s face.

Baloo glanced at the four sets of eyes looking hopefully up at him and knew that he was defeated. Rebecca saw this and gave him some money, triumphantly ordering him, Kit, and Wildcat to go to the junkyard to get some tires.

They were back as quickly as possible, carrying enough tires to cover the old sea plane. Rebecca, Baloo, and Kit set to work with a vengence, nailing the tires to the Sea Duck’s hull while Wildcat repaired the engines and Molly looked on worriedly. She hoped that they could stop that air pirate. He’d made Kit hurt Lucy and he’d made Baloo and Mommy worry and Baloo go away for a while. None of that was to Molly’s liking.

“Do you think these tires will really stop the lightning, Baloo?” asked Kit, taking a tire from Baloo and deftly nailing it into place.

“Ms. Science over there says rubber and electricity don’t mix,” grunted the pilot. “Hope she’s right.”

“Good! Those are the last ones, Baloo,” Rebecca stated, nailing a tire into place on the plane’s nose.

“Engines ready, Wildcat?” queried Baloo.

The mountain lion lifted up a section of rubber, gesturing as he said, “Oh, they’re fine. ‘Course, you burned out your overdrive forever and ever.”

Baloo gestured impatiently at him, reaching up to lift Kit from the roof of the Sea Duck. “That’s ok. Well, I guess it’s time to pay Captain Karnage a visit, Kit.”

“Right!” Kit replied, smiling at the pilot.

“Right!” echoed Rebecca.

Baloo and Kit turned to her, surprised.

“Now hold on, Becky,” objected Baloo.

“It may not be my plane any more, but they’re my tires--I go!” interrupted Rebecca, silently daring the bear to tell her otherwise.

Baloo bowed again to the inevitable. “Okay,” he agreed. “Then let’s pull chocks! We’re off to bag us a lightning gun.”

Don Karnage mirthfully ran his fingers through a chest full of gold coins. To his experienced eye, it held several thousand dollars worth of coins, easily, and there was still the rest of the city to plunder!

“Don’t look now, Karnagy, but we’re coming to bust up yer little lawn party,” a disembodied voice broke into Karnage’s happy thoughts.

“Karnagy?” he repeated in disbelief, dropping the coins he held and raced over to grab the mike so that he could address the impudent pilot who dared call him ‘Karnagy.’ Glaring at the odd, dark plane that flew towards the massive Iron Vulture, he demanded, “Tell me, foolish flyer, what is your name so I can carve it on your tombstone.”

The voice on the other end of the line chuckled. “Name’s Baloo.”

“And me, Kit Cloudkicker,” another, younger voice chimed in.

Karnage stared at the plane scornfully. “I am not believing this. The estupid pilot and the kid, too?” Turning to his men, he drew his sword and commanded, “Blow them away!”

Ratchet, who had been helping Maddog and Dumptruck load sacks of jewels onto the beak, leapt onto the lightning gun and aimed it at the approaching plane. The stone gathered energy, sending it shooting down the rod of the gun and towards the Sea Duck. The bolt of energy hit it squarely on the nose, knocking it back a few feet, but having no other effect on it.

“A-are we still here?” Rebecca asked, opening her eyes slowly and loosening her death grip on the back of Kit’s chair.

“It worked!” Kit exclaimed, waving his hat in the air.

“We did it!” added Baloo, not completely believing the fact, himself.

Karnage didn’t believe it, himself. “Again!” he yelled, racing to the edge of the beak and glaring at the Sea Duck.

Again, the lightning gun fired and again, the Sea Duck was only knocked back.

“Wahoo!” cheered Kit. “Papa Bear, nothing can stop us now!”

Karnage realized it was hopeless as the Sea Duck continued her charge of the Iron Vulture. Racing into the hangar, he frantically ordered his men to close the beak.

“We’re not going to make it, are we?” Rebecca asked softly, watching the beak of their quarry slowly close.

“Don’t know, Becky,” Baloo replied with feigned carelessness. “But we’re going to try.”

He aimed the Sea Duck straight at the beak, closing his eyes and whispering “Sorry about this, baby,” while Kit and Rebecca huddled together in the navigator’s seat.

Karnage scrambled out of the way as the plane crashed into his lightning gun, yelling for one of his men to open the bom bay doors. The wingless, ruined Sea Duck and the smashed lightning gun spiraled out of the great airship and towards the cold bay water below.

Baloo struggled to keep his plane in one piece for long enough to get them to safety, but found the task impossible.

“We’re in a tailspin!” he yelled, feeling the need to explain his failure before the three plunged to their watery deaths. “I can’t hold her steady!”

The Sea Duck hit the water, followed by the lightning gun. As soon as the stone hit the water, the molecules which made it up exploded, rolling the Sea Duck under water and sending a wave over Cape Suzette.

From his position high above the city, Khan lowered the binoculars with which he’d been watching the battle. “A pity,” he said. “That was a pilot to be reckoned with. Scramble the planes.”

Then, he turned his attention to more important matters.

As the wave subsided, airplane parts, sundry bits of ruined things, and three bears emerged.

“Kit!” coughed Rebecca, scrambling to get to her feet.

“Baloo!” exclaimed Kit, looking frantically around for his best friend. “Baloo?”

Seeing the big bear staring dully, he hurried over to him, hugging him as he, Rebecca, and Baloo watched the Sea Duck’s ruined hull sink to the bottom of the bay.

“My plane!” moaned Baloo, still gripping the stick that had been in his plane since he’d bought her.

“Oh, Baloo, I’m so sorry,” Rebecca said softly, placing her hand on the big pilot’s shoulder. He promptly collapsed to the ground. Rebecca and Kit exchanged worried glances, then looked up as they heard airplanes buzzing overhead. Khan had obviously dispatched his men to take care of getting Karnage out of the city now that the pirates didn’t have the lightning gun.

In the control room of the Iron Vulture, Karnage was ordering his men to battle, to fight to the last man.

As bullets began to richochet off the walls, however, the fox began to reconsider.

“On the other hand,” he said, flattening himself to the deck. “Retreat!! Retreat!! Full speed behind!”

Immediately, the Iron Vulture made tracks for Pirate Island where Karnage could lick his wounds and prepare his next attack on Cape Suzette.

A week later, at Higher for Hire, Kit wasn’t having much success in getting Baloo out of the building.

“Aw, Baloo, just come out and fly!” he begged, grabbing onto the Sea Duck’s steering wheel, which the pilot still held.

“Look, without the Duck, I’m grounded!” Baloo protested, trying to jerk his beloved possession back from the boy. “Hey, gimme that back!”

“Stop...being...such...a...baby,” Kit ordered through gritted teeth, dragging Baloo out of Higher for Hire. “It’s been a week since Ms. Cunningham and Molly moved into their apartment and all you’ve done is sit on your duff.”

Baloo stopped fighting Kit and looked at him in confusion. “A week?” he asked. “I haven’t flown in a week? Okay, let’s see this new plane o’ Becky’s.”

Kit grabbed his hand and eagerly pulled him towards the dock where Rebecca’s big surprise lay in wait.

“You’re gonna love it,” he assured the morose pilot.

“Yeah, yeah. Don’t blow a gasket,” he grumbled, rounding the corner. “Wha--?!”

The Sea Duck’s old control stick clattered to the deck and he stared in numb shock at the plane which awaited him. It couldn’t be! But it was!

“Surprise!” exclaimed Rebecca, Molly, and Kit.

“Happy new year!” added Wildcat.

“The Sea Duck!” breathed Baloo, racing to the plane and hugging the door. “My baby.”

“Weelllll, actually,” Baloo turned to Rebecca reluctantly. “She’s my baby. I paid to have her put back together, piece by piece. I own it again.” Grinning up at Baloo, she crossed her arms over her chest and asked, “So, you gonna be my pilot or what?”

Baloo scratched his head. Wasn’t there any way he could get out of this? He wanted to be free, not shackled to some job.

“What do you say, Papa Bear?” asked Kit happily, moving to stand beside Baloo.

Again, Baloo knew he’d been outnumbered.

Later that afternoon, as the staff of Higher for Hire went for a flight in the newly renovated Sea Duck, Baloo informed Rebecca that he was only working for her until he could buy back his beloved plane.

“Of course,” agreed Rebecca, hugging Molly.

“Can’t be tied down or nuthin’, right?” he added, glancing at his partner, who was cloudsurfing behind the plane.

“Oh, right,” Rebecca smiled. She knew that Baloo would never be able to save enough money to buy back the Sea Duck any time soon, and that made her very happy. Despite the bear’s rough edges, he was really a great person and a fantastic pilot. And she looked forward to getting to know Kit better. She felt an maternal instinct towards the boy and sensed that he didn’t mind in the least.

“An’ about that name,” Baloo grumbled. “I still don’t like it Higher for Hire.”

“Get used to it, Baloo,” laughed Rebecca.