Written by: Dan Green

E-Mail: Deeg67@aol.com

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

 Part II

Kit 's mind was in turmoil as he sat in social studies class, focused, as it had been all day, on the sudden and unsettling turn his life had taken of late. It scared him more than a little to think how vulnerable he'd become emotionally, especially since his adoption had become official. It had lifted some sort of invisible barrier in his mind - allowed him to believe that he had truly found his niche, that he didn't have to wake up every day wondering if it would all come crashing down around him. Now he wasn't so sure anymore.

Baloo. Kit had been alone so long... In the orphanage, he was surrounded by hundreds of kids every day. On the streets there were countless ragged, haggard faces, always crowding for the few available warm places. On his friendly flights, in the camp in Freeburg. On the Iron Vulture, a constant sea of activity, yammering pirates always engaged in some mindless and usually nefarious activity. Surrounded by people always, and all the time alone. Until Baloo.

Now his happiness was tied inexorably to the big bear - he couldn't escape it. Just as he couldn't escape Baloo's faults, as much as he tried to forget about them. And he couldn't always escape into Becky's arms, either - she had her own life, which he was always wary about intruding on. Which left him alone. Only now, he couldn't handle it - he wasn't the same cub who had bounced through life like a pinball, sloughing off everything that it could throw at him. His heart had beaten him, even when loneliness, hunger and violence could not. He was weak.

The bell rang, and he picked up his books and fled the classroom, relieved not to have been called on by the teacher. One more class - gym class - and then home. Home to what? How could he face another day of chilly silences and arguments? The mental picture of Baloo's scowling face was too much - he couldn't face anyone right now, he had an overwhelming urge to be alone. He had to learn how to be alone again, from scratch if he had to. He had to find that space inside him, where he didn't need anyone else. Didn't need Baloo. Where Baloo couldn't hurt him anymore.

He walked aimlessly though the hall, his mind a whirl. He glanced at his watch - one fifty-eight. Gym in two minutes, he had to avoid it at all costs. He couldn't be around people. He looked up and noticed that he was standing outside the library. As good a place as any. He'd get in trouble, but he didn't care.

He glanced nervously at the librarian, Mrs. Newberry, but she didn't seem to notice his entrance, and there were several other kids scattered about in various stages of research or general slacking off. He grabbed what looked like a suitably boring tome off of a shelf and headed for a carrel in the corner. He propped the book open in front of him and buried his face in his hands.

"Get a grip!" he whispered to himself. "You've been through worse - Baloo's got it figured out, he doesn't care. That's the secret." He shook his head, realizing the mistake of calling Baloo into his thoughts. Now the fat bear wouldn't leave...

"Ahem. Shouldn't you be in class?" a gentle voice called. Startled, Kit looked up to see a tall white hawk in a black sweater smiling down at him.

"Uh... I was doing research..." Kit stammered. "For a paper..."

"I see." the raptor grinned, sitting down next to him. "I wish you luck. Your book is upside down."

Mortified, Kit looked down and realized the man was right. Sheepishly he closed the book and looked at his feet. "I'm sorry, I guess I was daydreaming. I do that. Am I in trouble Mr.- Mr.- "

"Bright. Mr. Bright."

"I'm real sorry Mr. Bright, I didn't mean anything. I'll go-"

"Hold on." the white hawk chuckled. "You were talking to yourself, Kit. Wouldn't it be more productive to talk to someone else? It's been my experience that when folks talk to themselves it's usually because they have something pretty important to say!"

Kit felt uncomfortable suddenly, realizing he didn't know who this man was, though the man knew him. The hawk had a strange air about him, very comforting but intimidating at the same time. And his eyes seemed to draw Kit's gaze like a magnet. "T-talk? To you? I'm sorry, I've never seen you before, what do you teach?"

"Nothing." the man smiled warmly and proffering his hand. "I'm a counselor, and I'm new here. Peter Bright. Call me Peter."

Kit stared down at the hand for a moment, surprised to see a faculty member offer to shake - usually they made him feel beneath such courtesy. Still, he was very suspicious of counselors - he'd seen too many of them over the years in orphanages, and they never seemed to understand him. Still, there was something about this man... "Kit Cloudkicker." he said cautiously, shaking the hawk's hand. His touch was vibrant, sparkling - Kit started back almost imperceptibly at the strange sensation, but then he realized that it felt good, warm and comforting.

"Pleased to meet you, Kit. I don't mean to push you, but you really do seem like you have something on your mind, and it's my job to help. Would you like to talk?"

Kit stared at the hawk's sharp but gentle features, instincts at war. Open himself up to yet another adult - what good was that? But it would feel so good to talk... "It's nothing really, Mr. Bright..."

"Of course. And it's Peter, please. I understand, I'm sure it's nothing, but sometimes we feel better even if we discuss these little things, you know? I don't have anywhere else to be, I've got as much time as you need. As a favor to me, if nothing else? I need the practice!"

The cub giggled in spite of himself. "That's funny! Well, I dunno... I guess it's just - I've been having problems with Baloo - he's my father."

"I hear a lot of father problems." the hawk grinned jovially. "Go on."

"Well, it's just - he seems so selfish, you know? I had this band concert - I play the trumpet - and it was real important to me. I love to play, and it was the last one at school, 'cause they're cutting the music classes for lack of funds. Anyways, it was real important, and he didn't show up! He was at a party, Peter! He says he forgot-"

"Hmmm." the hawk mused. "I'll bet that hurt - no one has the ability to hurt us like the people we love, do they?"

"Yeah..." the boy sighed. "And there's other stuff too - his doctor wants him to lose weight, and he wont stop eating all the same junk he always eats. But I wanted to play football, and he said I couldn't play because I might get hurt! Is that fair?"

"Kit, in my experience it's usually not a good idea to think of life in terms of fairness. It leads to a lot of heartache. You just have to accept things sometimes... But it doesn't sound like you enjoy being told what to do very much."

"Who does?" Kit laughed bitterly. "I didn't have to do what I was told for a long time..."

"Do you think Baloo doesn't care about you?"

The boy was surprised by the question. "No, I - I guess he does, it's just... " The cub sighed glumly. "I guess he's not a very good dad sometimes, but he doesn't have much experience. He was alone for a long time."

"You're adopted." It was a statement, not a question.

"Yeah." Kit nodded. "A couple months ago. It's just - Baloo just - he..."

"I understand." the hawk nodded, gripping Kit's paw in both of his hands. "Sometimes you need him and he isn't there. Even if he's in the same room."

"Yeah, exactly." Kit sighed, feeling profoundly lonely and yet somehow secure too. "Then there's Becky - Miz Cunningham. She's my boss, but - I guess a lot more. She's my friend too. She helps me a lot, but she's got the business to run, and her own daughter, and sometimes - she doesn't mean anything by it, but-"

"Her daughter comes first. Even when you really need her, she doesn't always see it."

"Yeah." Kit sighed, a tear rolling down his cheek. The hawk wiped it away discreetly. "It's so hard, Peter, sometimes I..."

"I know." the man smiled tenderly, squeezing Kit's paw as a few more tears rolled down his cheeks. "It's very hard to love someone, Kit. When you do that you expose yourself to a lot of pain. You have to trust them, and even good people make mistakes. Sometimes you even wonder if it's worth it, I'll bet."

"Yeah." the boy whispered, knowing he should be embarrassed to cry in front of a stranger at his age, but somehow not caring. "It wasn't always this way... I used to be able to deal with anything, and none of it bothered me like this. Sometimes I think it was better..."

"How so?"

"Well... I don't - didn't - have any folks, no family. I grew up in an orphanage, and it was pretty bad, I try not to think about it too much. I left as soon as I could - I just left. And I made my own way, Peter. I was only nine, but I made it, I did!"

"You must be pretty tough!" the raptor nodded.

"I guess..." the boy continued. "I didn't really have any friends - at least not for long. I was cold a lot, hungry a lot, but I made it. I hooked up with some traveling people, and they were nice to me. Not like a - family, or anything, but they were nice. I learned about airplanes and flying, which is what I really love. When I was eleven I - I..."

"You don't have to tell me. I understand."

Kit squeezed his eyes tightly shut. "I'm sorry, I really am. I shouldn't have done it, but I stayed with some bad people... I could have run but I didn't, I thought it would be an adventure..."

"Even good people make mistakes - remember?" the hawk said gently.

Kit stared into the man's dark eyes for a moment. "I was different then, nothing could hurt me. I was stronger. I got away from those people, I was ready to be on my own again, but then I met Baloo and it was all different, that wasn't good enough anymore..."

"How did you meet him?"

Kit chuckled bitterly. "It's a long story!"

"Hey, like I said - I've got the time!" Peter grinned. "Try me."

Kit shook his head and smiled. "OK. I guess it beats gym class... Well, I stole a jewel from these - people - I was with. They'd stolen it too, of course... I knew it was valuable, but I didn't know why. I just knew it was. I was gonna make a fortune, and then I'd be able to live on my own and not have to worry. And buy a plane when I turned seventeen. That's all I wanted.

I bumped into Baloo at Louie's, that's a bar where pilots hang out. It was weird, but as soon as I met him, talked to him, I knew he was - different. I couldn't explain it. The guys I stole the jewel from came looking for me, and I kinda tricked Baloo into helping me get away. The weird thing was, he let me fly his plane - right there, the first day! And the guys I was with for a year never let me touch the controls in all that time!

So the guys came chasing us, only I didn't tell Baloo why and he didn't know. I do that a lot - cause people trouble who don't deserve it. That's when I found out Baloo was the best pilot I ever saw. I always knew I wanted to be a pilot, but after watching him there was no doubt. He's an artist, Peter - it was like magic, the way he flew that plane!

He took me back to his place, and it was a real dive - a complete mess! I liked him, but I'd hidden the jewel at Louie's and I just knew I wanted to get back there and get on with my plan. He wasn't gonna go back for a while, but then a guy came and told him he was gonna lose his plane if he didn't pay the bank three thousand bucks. And Baloo didn't have any money. He _never_ has any money!

But something changed, somehow, right around then. We just started lookin' at each other differently, I can't explain it... I suggested that he get a job. Pretty obvious, right? But when I said it to him he acted like it would've never occurred to him! Maybe it wouldn't... Anyways, something just kinda - clicked, I guess. I just knew I wanted to be with him, somehow - that we _needed_ each other. I kinda noticed that he was lookin' at me a lot, real thoughtful, like he was tryin' to figure me out. But I thought, who'd wanna hang around with a loser kid like me?

I was pretty much ready to write it off I guess, tryin' not to let it bother me too much - just tryin' to get him off my mind. I knew adults were trouble, and I just wanted my treasure... I followed him over to the job board... I dunno why, I just did. And that's when I noticed that he was kinda smiling at me, when I was wasn't looking, like he was figuring stuff out..."

The guy was a loser, there was no doubt about that. Just look at the state of his business! But there was something about him... Something open, and guileless. He'd been so nice, even let the cub steer the plane - why? And that navigator business... Kit adjusted his cap absently.

Strange enough to be worried abut that guy anyways, Kit thought. He had his treasure to worry about. And adults were trouble. Kit knew that. All they wanted was to ignore you or hurt you. If he wasn't the boy's ticket back to Louie's than better to part ways now, before... before what?

The big grey bear scanned the job board, looking desperately for something distasteful enough to suit his needs - three thousand bucks in one day. Finally, his eyes alighted on what he was looking for. "Ah-ha - here we go!" he grinned. "A zoo delivery - Perfect! The Sea Duck's as good as mine!"

The boy's face darkened, and he cast his eyes down. "Yeah - you and the Sea Duck!" he said softly. "Well, catch ya around sometime... I guess." As quickly as that, he turned and started walking away, trying to ignore the growing ache in his heart. It didn't make any sense anyways...

"Hey - whoa there!" the pilot said. The boy stopped and turned, staring at him expectantly. Baloo stood silently for a moment, seemingly unsure of what to say. What was he thinking? Strange - Kit felt suddenly nervous, as if he were caught in the midst of something larger than he was, larger than he could control. The cub continued to stare at Baloo expectantly...

Finally, something clicked inside of the pilot. "Where you goin'?" he smiled. "This is a _two_ man job! You help me with this now, an' I'll fly ya to Louie's tomorrow, okay?"

"Honest?" Kit replied, hardly believing his ears. He felt a rush of joy , and... Something else - What? Then his hard-earned skepticism kicked in. "_Wait_ a minute! What exactly are we delivering?"

"Well... They're sorta big... an' mean... an' ugly..." the pilot mumbled. "And _smelly_!"

"Oh no! Not gorilla birds?!?"

The cockpit of the Sea Duck was a swirling mass of arms, legs, beaks and feathers. A deafening series of squawks and belches filled the air, along with an overpoweringly revolting stench. All in all, it was not a happy place to be.

"Ow! Get away, you..." Baloo grumbled. "See, nothin' to it! It's a piece o' cake..."

"Yeah, right!"

"Got 'em outta here! They're eatin' my plane! Just lock these things up in the back, willya Kit?" Baloo cried, desperately trying to keep control of the plane through a heaving mass of gorilla bird.

Kit, meanwhile, was flailing away with a broom, trying to keep the birds, each of whom towered over the diminutive boy, in check. "Why me? _You're_ the one who said this was gonna be a piece of cake!" he grumbled as a bird took a bite of his nose. He swung wildly with the broom, missing the birds but hitting the pilot squarely on the back of the head.

"Hey! Who's side are you on?" Baloo complained.

"SOR-ry!" Kit said quickly. With a great effort of will he managed to shove the mass of birds into the hold and slam the door behind him. He collapsed against it with a weary sigh. The peace was short lived, however - a volley of bullets dinged off the fuselage of the plane, and a squadron of CT-37s appeared on the horizon.

"Looks like we got some icin'!" Baloo growled. "What the blue blazes could these guys possibly want?"

"Don't look at me." Kit whispered sheepishly.

"Well, whatever it is I've had enough! Hang on, L'il Britches!" The grey bear sent the Sea Duck into a screaming dive towards the leafy canopy below them.

Kit covered his eyes as Baloo weaved perilously through the thick trunks and blindingly thick foliage. "Baloooo!" he wailed as a huge tree appeared in their path, only to be narrowly avoided by the pilot. "I know yer an ace pilot, OK?" Kit said desperately. "You don't have to do this to impress me!"

"Just savin' our skins, Kid!" the big bear replied grimly. Bullets kissed the bulkhead again as one of the pirates slipped through the canopy behind the seaplane. Baloo swerved through several more trees and into a long canyon. A rope bridge hung suspended across it's surface. With amazing precision Baloo skimmed underneath the bridge, sending it flapping wildly. The pirate crashed into it with a bang, his plane hopelessly entangled in the hanging cables.

The Sea Duck flew into clear space and Baloo let out a whoop. "Ha ha! My flyin' is A-Plus!" he laughed proudly.

Suddenly, a stand of bamboo appeared before them and the Sea Duck crashed through with a deafening crescendo. The seaplane bounced down an embankment in a wild spin, tossing it's screaming inhabitants around the cockpit. Finally, it skimmed across a small lagoon and came to rest on the shore with a bone-jarring thud.

Bear and cub sat silently in the cockpit for a moment, breathing heavily. "Yeah - but your landings are C minus!" Kit gasped.

Baloo jumped down to the sand and began tenderly examining his plane, pockmarked with bullet holes. "My poor baby! You OK?"

"I think we lost 'em..." Kit breathed, sneaking a peek into the sky.

"Maybe - but it don't figure!" Baloo grumbled, scratching his head. "I got nothin' they want, but they attack us every time me an' you... You!" Kit slunk down in his seat and pulled his cap over his eyes. "You! They're after _you_! OK, talk to me, Kid! What's with you and the pirates?"

"Look - what do _you_ care?" Kit asked desperately.

"They're shootin' up _my_ plane, Son!" Baloo said indignantly.

"Yeah yeah, that's all that matters to you - your plane, your plane!" Kit hissed angrily, hopping to the sand and slamming the door behind him. He stormed off towards the jungle.

"Hey! Where do ya think yer goin'?" Baloo shouted after him. "Aw, he'll be back..." His eyes fell on the open cargo door of the Sea Duck. "Aw no! The _birds__!" He set off through the jungle at a dash, grabbing a coil of rope out of the cargo hold.

Kit tore though the underbrush loudly, smashing the foliage with a large stick. "All he cares about is his darn 'ol plane!" he seethed, unsure why he was so angry. "Well, I'll get my own plane - _better'n_ his!" He plowed ahead, only to see a large black boot planted squarely in his path. With a gasp, he looked up to see the grinning visage of Don Karnage staring down at him.

"Helllooo, my Boy!" the red wolf said sweetly. "Long time no see - Si'?

"Still having trouble remembering where the box is, eh?" Karnage growled at Kit, who was suspended upside down over a tree branch, tightly ensnared in a rope. "Perhaps a night in the jungle will _jog_ your memory, yes?" he sneered, giving the boy a shove, sending him swinging pendulum-like. "There are numerous hungry animals in the jungle... with the sharp pointy teeeeth-"

With a start, Karnage leapt into the air. "You - you _bit_ me!" he growled in disbelief, grabbing the boy by the neck roughly.

"Hey! I missed breakfast!" Kit laughed, determined not to allow the red wolf to see an ounce of surrender.

"This is your last chance, boy!" Karnage growled. "Is the box on the plane?"

"Plane? What plane? I _walked_ here!" Kit barked sarcastically.

"It's no use protecting your friend, Boy!" Karnage hissed menacingly. "We will find him!"

"Hah! What friend? I don't _have_ any friends!" Kit scoffed, his calm exterior belying the sinking feeling in his heart.

"OK - we do it the hard way." Karnage said grimly. "Dumptruck! Fetch me the turnips and the sandpaper!" The huge dog with the top hat handed the pirate captain the implements of torture.

"Ex-cellent! Now my Boy - I - want - some - answers!" Karnage sneered, grasping the turnip and the sandpaper almost gleefully in his red paws.

"Stuff it in yer windsock!" Kit barked disdainfully, no trace of fear in his fragile voice.

"My wind-sock?!?" the pirate gasped in disbelief. He drew his sword and menacingly hovered over the boy. "Why you little- What is that smell?"

To Kit's amazement a swarm of gorilla birds stormed out of the underbrush, sending the pirates running for cover. "What is going _on_?" Karnage snarled, seeking shelter in a tree branch.

Kit's jaw fell as Baloo dashed from the bushes and grabbed Kit in one burly arm. "No time ta be hangin' around, Kid!" he grinned. With a ferocious bite he chomped through the rope that held the cub and whipped the ropes from around the boy's torso. They took off at a run for the Sea Duck. Kit's mind was a whirl - this just didn't add up! What in the world was the pilot thinking, risking himself and his plane like that?

They were almost home - the bright blue water of the lagoon spread out before them. They came to the edge of a bluff, and Baloo pulled up suddenly, just grabbing the cub before he plummeted over the edge. A mass of grinning crocodiles hungrily patrolled the waters beneath them.

Man and boy looked at the scaly carnivores below, then looked back behind them, and finally at each other. Each wore a look of determination. "Pull chocks?" Kit asked grimly.

"Pull chocks!" Baloo replied with a thumbs up.

"Oh, nooooo!" they screamed, leaping into the mass of crocs, stepping on their backs. Kit started to fall behind, and Baloo easily snatched the small boy under an arm, narrowly avoiding the snapping jaws. He tossed Kit bodily into the cockpit and jumped in after him.

"But Baloo - what about your birds?" Kit said desperately as he strapped in to the navigator's chair.

"Hey, what's more important - those burpin' buzzards - or my new navigator?" Baloo smiled as he started the engines. Kit looked back at him in shock, full of feelings he'd never known in his young life, and didn't understand. He only knew that he was grateful.

Kit was rooting through the detritus that was the Sea Duck's cargo hold, which at the moment had a particularly unpleasant lingering stench of gorilla bird. "Where does he keep his spoons?" the cub mused, scratching his head. He headed back up to the cockpit to ask the pilot. "Hey Baloo-"

"Now remember - be good to yer new owner, like you was good ta me." the grey bear was saying tenderly, patting the console. "Make me proud..."

The sight tore a hole in Kit's heart. "I - I'm sorry about you're plane..." he whispered, feeling strangely guilty.

"Hey, don't worry, ya win some, ya lose some." Baloo said sadly.

Kit sat in his chair and stared sheepishly at his feet. "Listen... Nobody's ever stood _up_ for me before... And I - Well... I have a treasure - and I'll share it with you!" he said quickly, not wanting to give himself a chance to change his mind.

Baloo smiled condescendingly. "Heh heh! Thanks, L'il Britches - but I don't think yer bottle cap collection can help!"

Kit seethed momentarily, just as he always did when adults dismissed him. "You don't understand- It's a big glowing _jewel_!"

"Sure Kid." Baloo nodded dissuasively.

"Hah!" Kit sneered "Why do ya think the pirates are _after_ me?"

Baloo's face lit up. "A - a jewel? Ya mean it?"

"I hid it at Louie's!" Kit grinned.

"I could buy back the Sea Duck!"

"Haha! We could buy a whole _bunch_ o' Sea Ducks!" Kit giggled.

"Well, how bout we go get it, first thing in the mornin' - you an' me?" Baloo grinned.

"Haha! I'm gone! Yeah, I gotta fly!" Kit laughed.

"I'm gone! Adios, bye bye!" Baloo sang.

"Don't trouble us with troubles man, we're gone!" Bear and cub crooned gleefully as the yellow seaplane flew off into the setting sun. Kit felt an unfamiliar feeling in his chest that he couldn't identify, but when he looked at the grey bear it grew stronger, and filled his spirit with happiness.

It was dark by the time they arrived back in Cape Suzette. Baloo hopped down to the dock and with a gentleness that belied his hulking form he helped the yawning cub down onto the quay.

Kit was exhausted - it had been one of the busiest and strangest days in his life. His body cried for sleep, but his mind was a whirl of activity and confused emotions. He walked silently behind the grey bear, trying to puzzle out just what he was feeling. This place felt different to him now than it had a few hours earlier. Something had changed, something important.

"Hongry, Kiddo?" Baloo yawned as they entered the cluttered building, encased in darkness. He switched on a small lamp, which barely illuminated a quarter of the room. ~Just as well.~ Kit thought.

"Naw - Just tired I guess, Baloo." Kit grinned weakly. This would be the first night in a year that he hadn't spent on the Iron Vulture or Pirate Island, and he felt an oppressive weight lifted from his shoulders. Suddenly, the urge to sleep was overpowering - to release himself and just be calm, still. He yawned mightily.

Baloo chuckled. "I'll say! Here, you kin sleep in my hammock, I'll take the easy chair. OK L'il Britches?"

L'il Britches? He'd used that name before - weird! But it was - nice, somehow. "Your hammock? It's OK, I don't want to-"

"That's OK, I kin sleep anywhere Pardner." Baloo smiled. To the cub's immense surprise Baloo lifted him up and tenderly set him down in the hammock. The gesture touched Kit deeply, and he found himself staring at the grey bear, who simply smiled. "You look pretty beat. Get some sleep, I'll see ya in the mornin'."

Kit grinned wearily and leaned back. "Thanks Baloo. 'Night." he said softly.

"Night Kid. Sweet dreams." Baloo whispered. Weariness overcame the boy quickly, but he rolled over to look at Baloo, and was surprised to find the pilot grinning at him. The big bear's smiling face was the last thing Kit saw before sleep took him.

The office was a colossal mess - dirty clothes, rotting fruit, old pizza boxes and newspapers were everywhere. The large grey bear reclined in what passed for furniture - a large red easy chair. The bear was snoring gently, a half full drink clutched in one paw.

He shared the office with a companion this morning - Kit Cloudkicker. The boy reclined in a hammock, legs dangling over the sides. When the alarm went off, the boy was the first to hear it - he jerked awake with a start, unused to such domestic conveniences.

"Wha... Hey Baloo! It's ten o'clock!" the boy said sleepily, rolling out of the hammock, slipping the red and blue baseball cap on his head backwards and heading over to the chair where the big bear still reclined, cap pulled over his eyes.

"Nuthin's gettin' me outta this chair..." the bear mumbled.

"The TREA-sure..." Kit sang softly into the pilot's ear.

"Tah-reasure?!" Baloo exclaimed, jerking awake. He patted the grinning boy on the head and stood. "Kid, you just said my two favorite words! Now lessee... first, we'll get us a bite to eat, then-"

"Baloo!" Kit scolded his new friend. "If we don't get to Louie's soon, the bank'll shut you down!"

"Re-lax!" the grey bear grinned, picking up and biting into a hamburger of indeterminate vintage. "The bank wouldn't send anybody _this_ early!"

There was a loud knock, causing both bears' attention to jerk to the door. "You hope!"

Baloo tiptoed over and peered through the small window in the door. "Heh-heh! It's just a customer!" he chuckled as he opened the door.

An attractive brown bearess stood in the doorway. "Good morning! I'm Reb-"

"We're closed, Lady! Come back when the sun's warm - like June! Bye-bye!" Baloo snapped, slamming the door behind him.

"Excuse me! _Ex-cuse_ me!" the woman called indignantly, pounding on the door.

"Out to lunch, lady! Nobody home - gone fishin'!" Baloo hissed. He turned away from the door, chuckling.

To the bear and cub's amazement, the woman climbed through a window into the office. "If _this_ is how you treat your customers, Buster, no _wonder_ this business is failing!" she snapped.

"Heyyy... Back off lady! You act like you own this place!" Baloo stammered, hands in the air.

"I do!" she grinned, pulling out an official-looking document proudly. "When you didn't pay your loan this morning, the bank sold the deed to me!"

Kit looked on, shaking his head sadly. "Told ya!" he admonished the pilot.

"They - they didn't even give me time ta brush my teeth!" Baloo gasped.

"You must be Baloo." the bearess said appraisingly. "The bank says you're a terrific pilot."

"Heh heh! Well, _that's_ true!" Baloo chuckled.

"I'd also be inclined to add sloppy, careless and rude!" Kit's jaw dropped. He'd never seen anyone quite like this woman...

"All right! Just who do you think you are?" Baloo howled.

The woman walked slowly around the office, taking stock. "Rebecca Cunningham, business major! I've been looking for a failing company like this for some time. And, now that I've sunk my life's savings into it, I'm going to turn this dump into a real money maker!" She opened a door and pulled back in revulsion. "Yes, this place definitely needs a woman's touch..."

"Now see her, you-"

"Sounds great, Lady!" Kit smiled, deciding he'd been silent long enough. "I'll bet you do just _great_ here!"

"Kit!" Baloo gasped.

"Why - thank you!" Rebecca smiled, appearing to take notice of the boy for the first time.

Kit grinned dumbly for a moment, entranced by the bearess' smile. He snapped out of it and turned to Baloo. "Forget her Baloo! Remember the treasure!" he whispered.

"Oh - yeah!" Baloo hissed, whipping out the keys to the Sea Duck. "Well, enjoy yerself Miz Manager! Kit an' I are off to Louie's place!"

"Not in my plane you're not!" Rebecca said firmly, grabbing the keys.

Kit's jaw dropped. "Now wait just a prop-spinnin' minute! The Sea Duck is mine!" Baloo protested.

"Not according to the bank."

"OK - that's _it_, Sister-"

"Mommy, do I _still_ hafta wait in the car?" All eyes in the room turned to the window, where a small yellow bearcub had crawled in. Kit stared, astonished.

"Aw, I'm sorry Honey - come and see our new place!" Rebecca smiled, her manner changing completely. She scooped the little girl into her arms and carried her over to the two bears who were looking on, jaws agape. "This is my daughter, Molly. We'll be staying here until I find an apartment."

"Wow - can I keep my room this messy?" Molly gasped. Kit watched the girl and her mother, hypnotized by the scene. Rebecca continued her walking tour, Molly in her arms.

"Now, be reasonable Lady! The Sea Duck is my _baby_!" Baloo said desperately.

"Fine. Fifty thousand dollars and she's yours!" Rebecca said calmly. "In the meantime, I have an opening for a staff pilot!"

"If you think I'm flyin' fer you, Brown-Eyes, you got yer hair tied on too tight!" Baloo sneered.

Kit snapped out of his trance and he signalled frantically at the grey bear. "Louie's! Louie's!" he whispered, miming an airplane with his arms.

"Oh! Oh yeah... Come ta think of it, I'd _love_ ta be yer pilot, Becky!" Baloo grinned obsequiously.

"Good! And it's Rebecca, not Becky." She set Molly down and knelt next to Kit. "Now - who _else_ do we have on staff?" she smiled warmly.

Kit was flustered momentarily. She was talking to him! "Er... Kit Cloudkicker, Ma'am!" he smiled nervously, taking off his cap. "I'm the navigator!" he added with a proud flourish.

"Hey -can I be the tail gunner?" Molly asked. Kit scooped her onto his back and dashed about the room as she playfully fired her machine guns. "Ack ack ack! Ack ack ack!" Kit felt incredible - he couldn't explain it, but it felt perfect in every way.

He gently dropped the girl into the big red easy chair. "I bet bein' a pilot is the funnest thing in the world!" she said wistfully.

"Used ta be!" Baloo grumbled.

"Gosh -suddenly I've got an office, and a plane, and two of my very own employees!" Rebecca gushed, sounding like a little girl.

With a bang, a panel in the floor opened up and a small lion in white coveralls popped his head up. "Hey Baloo - I finally fixed that sewer pipe! Ya want the old one?" he grinned.

"Better make that _three_ employees!" Baloo chuckled. Kit watched the strange figure, fascinated. "This is our mechanic - Wildcat. Wildcat, meet Ree-becca Cunningham - our new boss!"

Wildcat grinned and grabbed Rebecca's paw. "Really? Well you smell _pretty good_ fer a boss!"

"Er... thanks." Rebecca said dubiously, looking at her hand in revulsion.

"Yeah, this poor little guy was all clogged up!" Wildcat continued obliviously, holding up the sewer pipe. "He was sayin' 'Help me, help me, I got a cold!'" The mechanic wrapped his hands around his throat and fell to the floor.

"This is a mechanic?!?" Rebecca said dubiously. "He couldn't tell a screwdriver from a bus driver!"

"Oh yeah?" Baloo grinned slyly, picking up a metal bucket. With a resounding crash he brought it down on the telephone, smashing it to bits, much to the shock of Kit, Rebecca and Molly. "Oh, Wildcat! I think there's somethin' wrong with the phone!"

Wildcat eyed the mess of wires critically. "Y'know, you could be right! You oughtta be more careful!"

Baloo folded his arms with a grin as Rebecca scowled at the scene. "Ten, nine, eight, seven, six, five, for, three, two, one..."

There was a ring, and Wildcat picked up the receiver. "Hello? Uh - it's for you!" he grinned at Rebecca.

The bearess' jaw dropped in astonishment. "Well... at least _something_ works around here..."

Kit hadn't really thought anything could top yesterday as far as excitement was concerned - but he'd been wrong. Today had been even stranger, more momentous. First, the arrival of Rebecca and Molly... Baloo was pretty annoyed at first, but to Kit they'd both been a joy from the first moment he'd set eyes on them. Rebecca spoke to him like no one else ever had - kind without being condescending, and, despite her obvious strength of will, so gentle... When she was around, his burdens seemed to leave him, and he felt like a different person - someone he wanted to be, but had always been afraid to.

As for Molly - well, she was a little hellraiser, but just being around the little girl filled Kit's heart with joy. It made him feel like - like what, exactly? Something he hadn't felt like for a long time. And that name change, 'Higher for Hire'... Baloo hated it! Kit liked it though, it had a nice ring.

And then there was the flight to Louie's - Molly's shocking appearance, the stinging disappointment of finding out the jewel wasn't a jewel, followed almost immediately by the rising hope that it could be worth something after all... But Kit's definitions of wealth seemed to be fluid, changing even as the hours did.

And he'd had to show off his cloudsurfing, to help them escape the pirates. That hadn't been an easy decision - he'd hoped to wait until the right moment to reveal that little secret. But the big bear had made his sacrifices, and Molly was on board... He'd had no choice. The pirates wanted that rock badly.

He hoped the rock was valuable, of course, and that they'd get their reward money. Baloo deserved it, and it was pointless in kidding himself that he wasn't emotionally bonded to the grey bear. Even so, the thought of Baloo buying his plane back made him sad, too - he found himself drawn to the little building by the harbor and the people who lived there - all of them.

He felt a pang of guilt at the thought - Baloo had sacrificed his plane for Kit's safety once already. Why should he wish for anything less than exactly what the pilot wanted? He was selfish, and he knew it. He'd be more than happy to see Baloo have to fly as Miz. Cunningham's pilot - then they would all be together.

All of them together... Of course, to Rebecca he was just a kid, an employee at best. But somehow this place had come to mean more to him than anything. The feelings in his heart that night, as Molly romped around the room, Baloo slept peacefully in his chair, and Rebecca busily cleaned up while keeping a watchful eye on her daughter - those feelings were wonderful, and he knew he didn't deserve them.

That was the bottom line. He was trouble, he was a fool to allow himself ever to forget it. No one had wanted him, not even - not even... And all with good reason. He rightfully ought to be by himself, so that he couldn't hurt people, which he always seemed to do. Even if he didn't want to, and he almost never did. Not even when he was with the pirates. "Just enjoy the ride while it lasts." he sighed quietly to himself.

"Tail gunner! Tail gunner!" Molly cried, tugging on his sweater. He grinned down at her.

"How about pilot?" he chuckled, scooping her up in his arms and setting her down on the desk chair. He pushed the wheeled chair around the room at a fantastic pace, the yellow cub screaming in delight. Kit just wanted to run, and to hear her laughter. For that moment, it was his entire universe.

He lost control of the chair, and Molly popped out into the air, landing on Baloo's ample belly with a bounce, rousing the pilot of a fitful doze. "Oof! Ya get clearance fer that landin'?" he chuckled, tickling the cub, who burst into a fit of giggling. Kit leaned over the arm of the chair and Molly tickled him - a weakness he'd hoped not to show. He laughed wildly, but he didn't mind.

"Time for bed, Molly Honey!" her mother smiled.

"Aw, I wanna play some more!" the little girl whined.

"Sorry, Short-stuff!" Baloo laughed, even his mood thawed by the children's antics. "Even us ace pilots need our shuteye!"

Rebecca handed Kit and Baloo pillows and blankets. "Here - so my flight crew doesn't get chilly." she smiled, a twinkle in her eye.

Kit smiled shyly. "Gee - thanks, Miz Cunningham!"

"Thanks Becky!" Baloo grinned easily and started for the Sea Duck, where Kit and he would be spending the night.

Rebecca set a pillow down on the easy chair and lay Molly's small form on it, covering her with a blanket. Kit was utterly enthralled by the process. "Uh... Night!" he said softly, turning to follow Baloo.

"Sleep tight!" Baloo called.

"See ya later, Navigator!" Molly called gaily.

"Ha ha! First thing tomorrow, we lay our surprise on ol' Shere Khan - right Kit?" Baloo laughed.

"Uh - right Baloo." Kit sighed, no more enthusiastic about the idea then he had been earlier. He started to follow Baloo, but he couldn't tear his eyes away from the scene inside. He slipped over to the window to peer in.

"Mommy, I can't sleep!" Molly cried softly.

Her mother came to her and knelt by the chair. "Why not, Honey?" she smiled.

"This place - it's not like _home_." she sighed sadly. Her sadness cut through Kit like a knife.

"Aw, don't worry Honey! Rebecca smiled and walker over to the filing cabinet. To Kit's astonishment, she started singing.

"Home is where the heart is, wherever you may be,

there'll always be a home for you, here inside of me"

The bearess grabbed a cookie jar from the cabinet and handed a cookie to Molly, who took it with a broad grin. Rebecca resumed her song, her lilting voice touching Kit to his very soul.

"Home is where the heart is, whatever we may do,

there'll always be a part of me, here inside of you.

Kit listened to the melody, and the words struck a chord inside him. He glanced quickly at Baloo, who was jauntily marching towards the plane. The boy smiled, just a little.

"Four walls may surround you, and protect you from the storm,

but my two arms around you, will keep you safe and warm!

"But - but what if you're not with me?" Molly asked timidly. "What if I'm alone?" Kit cast his eyes down, all of his pain welling up at once, more than he could bear.

Rebecca knelt down and gently tucked the blanket up to her daughter's chin, singing quietly in the cub's ear.

"Remember where my heart is, and you'll always have a home!"

The song was over. She kissed the little girl gently on the cheek and stood, turning towards the window. Kit ducked quickly out of sight and shrunk against the building, praying she hadn't seen him. To his horror, the window propped open. Then, something very strange happened - Rebecca set the cookie jar down on the sill, and softly raised her voice in sweet song one more time.

"Remember where my heart is, and you'll always have a home!"

The voice came from just inside the window, seemingly directed squarely at Kit. The boy wiped a tear away, his mind a whirl. Had she seen him? Did she know he was there? She must have! But that would mean...

With a stunned smile, the boy grabbed a cookie out of the jar and dashed over to the Sea Duck, his heart so full he was certain it would burst. Baloo was already asleep, snoring gently in the lower bunk. Kit's heart, impossibly, grew even fuller as he looked at the grey bear's face. He nimbly scrambled into the upper bunk and lay back, nibbling on the cookie. For just a moment, the boy allowed himself to feel the one emotion he'd forbidden himself above all others - hope. He closed his eyes and drifted off to sleep, a smile on his face.

The trip to Khan's office had been a rousing success. The wealthy tiger had offered them a hundred thousand dollars for the stone, and even Kit found himself getting caught up in the excitement of the moment. With that much money, not only would Baloo be able to buy back the Sea Duck, but Kit would have enough to buy a plane for himself, when he was ready.

It was a thrilling prospect - not the only thing that thrilled Kit anymore, as it would have been a few days earlier, but thrilling nontheless. And as for Becky and Molly, well - they'd have plenty of money, and Kit and Baloo would be free agents. Maybe they could come and visit them sometimes. Kit was pretty sure he could get Baloo to do what he wanted, if he set his mind to it. Was it possible, good things were finally starting to happen to him? Maybe it was his time...

"We did pretty good, huh?" he grinned at Baloo, who walked jauntily down the harbor next to him. Now all they had to was retrieve the stone, carefully stashed in Molly's doll 'Lucy', and they'd be home free.

"A hundred thousand smackers!" Baloo laughed. "Now I can buy my plane back and get oughtta here!" Kit held his tongue, not wanting to step on the grey bear's moment - for now. Baloo regally bowed and held the door open for the cub. "Now, let's grab that sparkler and-"

"Baloo!" Kit's heart fell as he saw the interior of Higher for Hire - furniture overturned, file cabinets knocked over, windows broken. "Molly! Miz Cunningham!" he screamed, frantically searching through the rubble.

"Beckers! Where are ya? Where'd ya go?" Baloo gasped.

"Baloo, look! Up there!" Kit hissed. A note was stuck in the door with a bone-handled knife.

The pilot snatched the slip of paper and read it aloud. "Unless you return the stone, you will never see your friends again! Seriously yours, Don Karnage." He crumpled the paper angrily in one massive paw.

Kit legs gave out, and he sat back on a box. All of his dreams came crashing down on top of him. He should have known! How dare he presume to think that he should be happy? There was no end to the grief and pain he caused. His pain was deserved, but now his arrogance had borne a terrible price...

Baloo scratched his head. "How're we supposed to give Karnage the rock when he's got Molly... and Molly's got the rock?"

"Oh, this is all _my_ fault!" the cub groaned, near tears.

"Huh? what're ya talkin' about?"

There was only one way left for Kit to redeem himself, and he knew what it was. "C'mon - we gotta save em'!" he hissed, grabbing Baloo's arm and pulling him outside. He dragged the protesting bear all the way to the Sea Duck and both bears strapped in, Baloo casting sidelong glances at Kit all the while.

The pilot backed the plane away from the dock and headed for open water. As soon as they were airborne, he turned to the boy. "Look, Kit - I'm all for savin' Molly. Even ol' Becky! But we don't know where they _are_!"

"I do!" Kit said grimly, all hope of personal redemption - and thus the need for secrecy - gone. "Pirate Island."

"Huh? NO-body knows where that is!" the big bear said, awed.

Kit had already pulled out the Sea Ducks navigation equipment and was busily plotting a course. "Once yer past the cliffs, fly one-six-oh, south-southeast."

"Yer the navigator!" Baloo shrugged, looking at the boy sidelong. Kit could feel the pilot's eyes boring into him as he stared defiantly out the window. "Okay Kit, now give - how do ya know so much about the air pirates?"

Kit sat stone-faced, unable to bring himself to say the words. "Aw, you kin tell ol' Baloo!" the grey bear said kindly. His kindness only made Kit feel worse.

"Did - didya stumble on their hideout? Were ya kidnapped by 'em?" Still, Kit could not bring himself to respond.

"Was... Was yer _Dad_ a pirate?" Baloo asked haltingly.

No!" Kit finally shouted, snapping his pencil in two. "_I_ was a pirate! Ya happy now?!?" He tossed his baseball cap to the floor angrily and fled the cockpit.

"What? Wait, hold _on_, L'il Britches!" Baloo called after him.

Kit collapsed onto the mattress in the hold, hiding his face behind his knees. At least the truth was out now - there'd be no more deception. Now at least Baloo knew what he was. He heard footsteps and looked up, surprised to see the pilot walking into the hold. "Shouldn't you be flying?" he asked with all the defiance he could muster.

"Relax, I got 'er on auto-pilot." Baloo said calmly. He at next to the cub and gently set the cap back on his head, much to the boy's surprise. "Now - ya wanna take this from the top?"

Kit slid a few inches away from the big bear. There was nothing left to be lost now - the big bear may as well know the whole truth. "I got no family... No home." Kit whispered, voice choking with emotion. "I hooked up with Karnage's gang about a year ago... But I got sick of 'em! So when I saw that stone, I figured 'Hey - make your move!' That's when I ran into you..."

The boy closed his eyes, waiting for the stinging condemnation he knew was sure to follow. He felt strong hands gently grab his shoulders and turn him towards the grey bear. "Aw, fergit about them L'il Britches! We're buddies! Pals! We're a _team_! From now on, yer with me!"

Kit stared at the big bear, shocked. It was the last thing in the world he'd expected Baloo to say to him, after what he'd just heard. He struggled for words, but found only emotions - relief, gratitude, love. "Yeah, um, I... Thanks, Papa Bear!" he whispered, wrapping his arms around the pilot's neck, and clinging tightly. The big bear squeezed Kit in his arms, and it was the most wonderful thing the boy could remember. Just for a moment, he felt certain that nothing in the world could hurt him anymore.

The moment passed, but Kit still clung tightly to the pilot as darker thoughts crept into his mind. It was a trap - every time he allowed himself to think that he might be happy, someone else got hurt. Nothing had changed, really - Baloo had proved beyond any doubt that his heart was true, and that made Kit, in that moment, love him with all of his might. But it couldn't last, the boy knew. Life didn't work that way - not his life at least.

The rescue had gone smoothly enough - they'd caught their big break when the Iron Vulture, along with most of the pirates, was not at home. They'd slipped into the brig and rescued Becky and Molly fairly easily, Baloo even getting his hands on the pink slip to the Sea Duck in the process. But Kit felt, in his gut, that it couldn't last. He wasn't going to get off the hook that easily. Not for what he'd done.

The trouble started when they were fleeing the volcano - the Vulture returned, and with it blocked their path of escape. Now the four bears found themselves crouched behind a wall of sacks and boxes as Karnage waxed poetic about the virtues of pillaging and plundering. Kit was ready to face his fate - it was only fair. But why did the others have to face it with him?

"Wait! I'm gettin' a brainstorm!" Baloo whispered.

"And me without my umbrella!" Rebecca hissed, rolling her eyes.

"Kit - you an' Molly get into these sacks - Becky an' I'll slip into these old clothes and blend in!" Baloo whispered. Karnage, by now, had broken into song. Baloo and Rebecca slung the kids over their shoulders and slipped out into the throng of dancing buccaneers.

Kit heard the pirate continue his song for a moment, and felt Baloo striding under him. Finally, the red wolf finished his performance and there was silence.

"One more time!" Baloo called merrily. Kit groaned. Of all the stupid...

"Wait just one menudo!" Karnage called. "I am the _only_ one who says 'One more time!'"

"It was him, Boss - Him, him!" Kit heard Mad Dog whine. He had a pretty good idea who the weasel was pointing at.

Kit hit the floor with a thud. "Don't move, Kit! If they drag us away, you grab Molly and git!" Baloo hissed.

"But Baloo!" Kit whispered desperately. This just wasn't right...

Kit stayed in darkness, where he heard Dumptruck's voice. "Yer in trouble now! Here dey are, Captain!"

"Hmmm. You look awfully familiar..." Karnage mused. "A-ha! The round furry pilot and the annoying business lady! Wait - wasn't she locked up?" There was silence for a moment. "Well, of course she must have escaped! I hope you brought my stone - I need it for my plans!"

Baloo's voice. "Stone? You seen any stone, Becky?"

Becky. "What stone?"

Karnage interrupted. "Do not be the clever guy with me! You are not qualified! Wait... Where is the boy?"

"Go fish!" Baloo snapped. Kit swallowed hard.

"You would risk your lives protecting that filthy flea?"

"Hey, lay off! He's a good kid!"

Kit could take no more. There was a way. He could make one final gesture and undo the harm he'd done. It was time. He hopped out of the bag with a deep breath and mustered his composure. "Stay put!" he whispered to Molly. "Hiya gang! I'm back!" he grinned.

"Kit! Whaddaya doin'?" Baloo gasped.

"Can it, Rudder-rump!" Kit snarled. He had to sell this, he knew, but it still hurt him to say it...

"Rudder-rump?" Baloo whispered.

"Yo, Captain! How'd I do?" Kit beamed, striding up to the red wolf, who was observing the proceedings with considerable puzzlement.

"What are you talking about, you juvenile delinkity-wink?"

"I'm talking about what you taught me - the ol' Karnage Hustle!" he grinned, whirling about the pirate in a series of blindingly quick movements, stealing the key to the shackles that bound his friends in the process.

"First, I pretended to steal the stone from you..." he began , deftly unlocking the cuffs with his foot, "So I could finagle some ransom money oughtta Shere Khan!"

"What ransom money?" Karnage asked dubiously.

"One hundred thousand dollars!" Kit beamed proudly.

"Really?" the wolf grinned 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!" he scowled, pointing at Mad Dog and Dumptruck.

"You ear-picking ignoranumuses! I ought to hang you by your pinkies!" Karnage snarled.

"Sooorry!" the motley pair groveled.

"Re-LAX, Captain! I bamboozled this bozo into bringin' me back!" Kit grinned, gesturing at Baloo.

"Kit, I thought we were pals..." Baloo sighed. The look on his face almost destroyed Kit's composure, but the boy held on.

"Yes - I thought you were pals too..." Karnage mused.

"Naw - I was just usin' the poor jerk to get me the stone! And he fell for it!" Kit hung his cap on Baloo's nose and bent over, laughing.

"Uh-huh.. He hee hee! I like that!" Karnage giggled. "Then you will not mind if I _blast_ them! Ready... aim..."

"Wait!" Kit shouted desperately, trying to stall for time. "Aren't you forgetting something important?" He walked over to the sack that his Molly and drew the cub out. He grabbed her doll from her.

"Hey! You're hurting Lucy!" the girl cried.

"Aw, shaddup!" the boy growled, heart shattering. He ripped the head off the doll and pulled the stone free.

"Momm-eee!" Molly wailed.

"Ooo! Hee hee hee!" Karnage chuckled gleefully. "He is even mean to children!"

Kit grandly presented the stone to the red wolf. "So - whaddaya think of my plan?"

"Son, you are a refreshing addition to my normally thick-headed bunch!" Karnage said proudly.

"Now, uh - Howzabout we let these saps go, huh?" Kit smiled, trying to keep the desperation out of his voice.

"Do not be silly - I never let anybody go!" Karnage sneered.

"Well then, eat my gold dust!" Baloo shouted. Kit was blinded by a stinging cloud of gold particles, and fell to the floor, coughing.

When the dust had cleared, his friends were gone, and a band of pirates was giving chase. "Shoot them - a lot!" Karnage coughed in their wake.

Kit sat coughing, now forgotten in all of the excitement. It was over - he'd done all he could. He was back with the pirates, but at least here he couldn't bring any more pain to people that didn't deserve it. At least he'd had a couple of days, a taste of something different, wonderful. But in some ways that was worse...

Kit had finally found a spot where he could be alone, at least for a moment. His friends had escaped, and it was an effort not to show his glee in front of the pirates. The _other_ pirates. There had been a lot of hard stares, and some snickering. He was the Captain's favorite, although he knew from experience that was as likely as not to be short-lived. It didn't matter - the others would resent him for it, and make his life Hell.

Kit sighed and stared out over the water. There would time to escape later. Escape, but not to a family, a bunch of innocent people who didn't know what they'd be getting themselves into. No one deserved to be stuck with him. No, when he escaped it would be alone, and that was how it had to be.

Baloo was out there, far off over the water. And Becky, and Molly. They all thought he was a traitor, a scoundrel. That was better - better that they shouldn't waste any tears on him. At least he'd had that one hug, on the plane. Even the thought of Baloo brought tears to his own eyes, though. He blinked them back, desperately. There was no place for tears here, and no compassionate hands to dry them.

"Ah, there you are!" Karnage's voice called over his shoulder. Kit turned his face away, not wanting the red wolf to see his eyes wet. "So my boy - you are back with the pirates now, yes-no?" The Captain tied a red bandana around the boy's neck almost tenderly, then draped an arm over his shoulder. Kit shuddered at the touch. "You did well, my puny protege! Happy?"

"Yeah." Kit whispered, a lifetime of agony clouding his face. "Couldn't be happier..."

Kit had found his old bunk near the boiler room of the Iron Vulture to be unoccupied, but sleep would not come to him. He tossed and turned, unable to escape the phantoms that haunted his mind. His only solace was that he'd given his friends one more chance. At least he'd done that much.

He wandered the halls of the massive airship for most of the night, a skeleton crew on duty. Every inch of the vessel was filled with bad memories. Memories of slaps to the face, and kicks in the gut. Karnage didn't approve of such things, per se, and always stopped them when he caught someone in the act of brutalizing his smallest crew member. That didn't stop the harassment from starting up again once his back was turned, however, and no one was ever punished for it.

No, there were no friends on this ship. The dreams of adventure and excitement had given way to a reality of swabbing the decks, serving food in the galley and dozens of cold, uncaring faces. He would leave these men behind him once again, someday. Someday soon.

Finally, he had walked every hallway of the massive vessel and wound his way back to his bunk. He picked up a three year-old magazine and went through the motions of reading for a while, and finally succumbed to exhaustion as the sun rose in the east.

He slept fitfully for the entire day, exhaustion overpowering even the masses of grief that cried to be felt. He finally awoke with a start, looking around him in disorientation. There was a loud explosion, and the walls vibrated violently. Startled, he headed for the bridge to see what was happening.

The beak was open, and it was dusk outside the ship. A strange machine of some sort was poised on the lip, and Karnage was standing gleefully next to it. "What's going on?" Kit asked Dumptruck breathlessly.

The huge dog laughed. "The Captain is poundin' the stuffin' out of Cape Suzette!"

"What? Is he crazy?"

"Heh heh. Yup!"

Heart in his throat, Kit ran to the beak and looked down. Sure enough, Cape Suzette lay below them - they'd gotten past the cliff guns somehow. A horrifying sight. He looked up and saw an even more horrifying sight - the machine, which even as he watched was shooting beam after beam of light to the city below, leaving rubble in it's wake, appeared to be powered by a red stone. The very stone he had returned to Karnage's grasp.

"Ah, there you are my boy!" Karnage grinned. "Come come! Join the festivities! Are you not glad to be up here on the winning side, instead of with that loser pilot?" Kit nodded meekly.

The pirate named Gibber whispered something in the captain's ear. "What? They think to stop me with their puny-type planes?" A hail of gunfire ripped through the beak, and Kit dove for cover, along with the rest of the pirates. Karnage climbed into the controls of the weapon and began firing madly into the sea of attacking fighter planes that had appeared. Kit watched in dull shock as they were cut to ribbons. "I gotta do something..." he whispered, backing away from the horrors before him.

He fell to his knees and buried his face in his hands. "What can I do?" he hissed. Everything he'd done had turned out badly. Every time he tried to help he made things worse. It seemed to be his special gift. Maybe the only good thing he could do would be to disappear. How much more havoc could he cause, if he tried to help again?

"I'm sorry!" he whispered. "Papa Bear, I'm sorry! I tried... I tried to help, but I can't! I always make things worse..." Tears streamed down his face - tears of shame, tears of anger. He had brought this devastation on himself - it was his fault. He couldn't save anyone now - but he couldn't stomach what the evil men around him were doing either.

He crawled to the edge of the beak and peered over. They were over the harbor, but perhaps only a quarter mile or less from shore. He could swim that, easily. He looked up - the pirates' attention was focused out the front of the ship, twenty yards or so away from him. Down there, perhaps he would perish, caught up in the destruction of the city. It would be fitting. If not, there would be a plane, or a ship, to take him somewhere. Anywhere far away from Cape Suzette. Too far to do any more damage.

With a deep breath he pulled his airfoil out from under his sweater. "G'bye Papa Bear." he whispered, and slipped silently off the Iron Vulture without looking back, his small form disappearing into the darkness. None of the pirates on board noticed that their crew had decreased by one.

Louie's Place was truly as oasis - a respite from a mind-numbing landscape of unchanging blue water, brilliant azure sky frequently obscured by tropical storms, and long, boring cargo flights with nothing for company save the drone of engines. And on this night, unbeknownst to those inside, it was a respite from something much worse.

A smiling brown monkey sat at the old piano, grinning widely as he played a rollicking Caribbean melody. The large grey bear called Baloo gyrated wildly on the dance floor, a drink in one hand which sloshed messily onto the ground. Louie was at his customary post behind the bar, eyeing the pilot with a look of sad bemusement as he lazily wiped down the counter in front of him.

"Ha ha! Hey Louie, ain't this the life?" Baloo laughed. "No bosses... no troubles... no obligations!"

Louie shook his head sadly as he neatly flicked a speck of dirt off of the bar with a long finger, knowing the pilot far too well to be taken in by his show of bravado. "Yeah Cuz - You keep sayin' that ever' five minutes, an' you'll believe it in a year or two!"

"Hey - it's true!" Baloo protested.

"Sure Cuz. Yer happy as a clam." Louie smiled indulgently. "A really, really fat clam!"

"This used to be a fun club!" Baloo grumbled.

"Hey Fuzzy - it ain't no business o' mine, but why don't ya just admit it? Ya miss the kid-"

"Hey!" Baloo snapped angrily. "What's ta miss - gettin' stabbed in the back? I need that like a hole in the head! An' who died an' made you so smart anyways? Just get me another mango fizz and keep yer theories ta yerself, OK?"

"Hey - yer the customer Baloo! An' the customer's always right." Louie frowned. He could forgive Baloo a little rudeness under the circumstances.

"Yessir - this bear flies solo from now on!" Baloo grumbled, slamming his empty glass down on a table. "Ol' Baloo ain't gettin' fooled twice..."

Many miles way, across the dark water, the city of Cape Suzette was under siege. Blast after blast from the Iron Vulture reduced buildings and bridges to piles of smoking rubble. At Higher for Higher, Rebecca Cunningham huddled under the stairs, Molly trembling in terror on her lap. Even the normally implacable Wildcat wore a look of profound fear.

Another flash lit the sky, and a rumble shook the wooden building. "Mommy, I'm scared!" Molly wailed.

"I know Sweetie." Rebecca cooed, gently rocking the girl on her lap. "Everything's going to be fine, we're safe here." ~I hope...~

"I wonder how those pirates got past the cliff guns." Wildcat mused. "Usually every time they get close - pow!"

"I don't know, Wildcat." Rebecca sighed. "They've obviously got some kind of new weapon." She had a pretty good idea about that weapon, but it was too horrible to think about.

"I wish Baloo were here!" Molly whined softly as another explosion rocked the building.

"I know Honey, me too." Rebecca whispered. "And Kit..."

"He's mean! He hurt Lucy, an' helped the pirates!" Molly spat. "He's a big poophead!"

Rebecca chuckled in spite of herself. "I know it looks that way, Honey."

"That don't sound like Kit." Wildcat said dubiously.

"Molly - I know what Kit did was bad, and I know it looks like he helped the pirates but... Molly, just listen to Mommy, OK? Kit's a good person. I don't want you to... remember him... any other way."

"But Mommy, he hurt Lucy!"

"I know." Rebecca sighed wearily, as the sky was lit by red fire again. "But I know he had a reason for what he did, Molly... I - I can't tell you what, because I don't know exactly... But Mommy knows a lot of things, and I know Kit's a good person. Promise me you'll think about him that way Molly." she said insistently, unsure why this was so important to her - especially now...

"Yeah Mollycat. Kit's a good kid, I know it." Wildcat nodded. "I ain't never wrong about these things!"

Molly stared at her mother for a long moment, trying to puzzle out some reason why this might be another grown-up trick - a lie to make her feel better. The look in Rebecca's eyes told her otherwise. "OK Mommy, I believe you." she said softly, and it was true, but somehow she felt worse for it. "I miss him." she whispered as a tear rolled down her cheek.

From his office, Shere Khan watched the devastation going on in the city around him with growing apprehension. Clearly, this would not do - not only was the city - _his_ city - being smashed to bits, if word ever escaped about the real source of Karnage's weapon, he himself would be blamed. His reputation, at the very least, would be tarnished, and at worst he could be forced to pay for repairs...

"What are we going to do?" the rabbit called Dr. Debolt gasped as he watched the lightning gun rip through another building.

"Cut our losses." Khan hissed, picking up the phone. "Yes - radio to Don Karnage, aboard that - thing. Inform him that I wish to meet him on the roof in five minutes. Tell him it's to discuss terms..."

"The explosions have stopped..." Wildcat said softly, as he and the two bears sheltered under the desk at Higher for Hire.

"Maybe they ran out of... ammunition, something..." Rebecca hissed helplessly. The lull in the noise had allowed the exhausted Molly to fall asleep in her lap. "I don't hear any planes, either. It doesn't sound like they're under attack..."

"Well well, if it is not the biggest-type fish in the Cape Suzette sea!" Don Karnage said derisively as he stood on the roof of Khan Tower, a dozen yards or so from Shere Khan himself. Each was flanked by several armed associates, and the Iron Vulture hovered overhead. "What is it, you financiering fool? I am wasting valuable pillaging time..."

"I propose a deal, Karnage." the tiger said coolly. "One that will serve both our best interests."

"I do no' see that you are in a position to discuss a deal, my stripe-ed friend!" the red wolf sneered. "When it comes to the cards, I am the one who is doing all of the holding, yes?"

"So it may appear, my good Sir." Khan purred. "However, a thorough review of the facts would seem to indicate otherwise. Indeed, you have the upper hand as of this moment. However, you have seen only a tiny portion of what Khan Enterprises has to offer. I have hundreds of planes, all over the south Pacific. They have been summoned, and are on their way here even as we speak. You may shoot down a good many of them Sir, but there are limits even to the technology you have - acquired - from me. Sooner or later you will be destroyed."

"You are bluffing, my feline friend!" Karnage growled, a little tentatively.

"I do not _bluff_, Mr. Karnage. And if that were not enough, I have my very best scientists at work even now developing a counter to the weapon in your possession. The same scientists who developed the weapon itself. They will have several options shortly, I am certain. Again, only a matter of time."

"Then I say, be taking your best shot, yes-no?" the wolf sneered. "If all this is true why are you doing the negotiating with me, yes?"

Khan looked at the pirate with disdain. "Because you are indeed in a position of strength - at this moment. Because I would prefer this matter settled sooner rather than later - for several reasons. I am certain you are aware, Sir, that Khan industries is worth several billion dollars. I might perhaps be persuaded to - purchase - the lightning gun back from you, in addition to certain other concessions. It is either that, or you see how much you can stuff in you pockets before your weapon is destroyed and you flee the city in flames. I think my way is better, wouldn't you agree?"

"Why, stripe-ed one? Why should I trust you - and why should you want such a deal?"

"Why indeed? I always keep my promises, Mr. Karnage - and I never go back on a deal. Besides..." the tiger said, almost whimsically, "In this instance I believe that I could pay cash. And, given the extensive nature of the damage you have already caused, someone will need to be contracted to rebuild, will they not? Someone, perhaps, who holds monopolies on all of the constructions and building materials companies in Cape Suzette?"

Karnage smiled in spite of himself, beginning to wonder which man on that roof was the real pirate. "You have captured my attention, Mr. Khan. Now then - as they say, wine and dine me - sweep me off my feet, yes? Excellamundo!"

"Indeed. Before we begin, Dear Sir, let me make one thing clear - As I told you, I never go back on a deal. However, any agreement that is broken by the other party, well... That's no longer a deal then , is it? I dislike broken deals, Mr. Karnage. They make me angry. I am not a good man to anger. Am I making myself clear?"

"Clear as the frozen-type ice, my feline friend." Karnage hissed. The two men strode closer to each other, each wearing an expression hard as diamonds on their faces.

"Man - you guys hear what happened in Cape Suzette last night?" the floppy -eared dog in the black flight jacket said as he sidled up to the bar at Louie's place.

"Cape Suzette?" Baloo hissed, sitting bolt upright from his perch several stools down.

"Naw Cuz - what went down?" Louie asked, glancing sidelong at Baloo.

The dog shook his head. "Weirdest thing! The air pirates - that guy Don Karnage, the one with the big airship? They got past the cliff guns and just started rippin' the heck outta the whole city! They had some kinda new weapon... Gimmee a cup o' coffee, woulda Louie?"

"How do you know all this?" Baloo said menacingly.

The dog arched an eyebrow at him in surprise. "I was there, friend! And you didn't let me finish my story. Thanks, Louie. Anyways, this weapon was shooting some kinda beams of light or somethin' - ain't never seen anythin' like it! One shot could take out a whole building, I saw the whole thing, I was in my plane over at the docks."

"Than what happened?" Louie asked intently.

"Well, it was the weirdest thing! After a while, the pirates just stopped shooting! The airship was hovering over downtown for a while, then they turned tail and took off! Can't figger it out...!"

Baloo banged his fist on the bar. "That little... I told ya Louie! Didn't I tell ya? The little traitor - I hope he's happy now!"

"Wait just a sec', Cuz - you don't know-"

"Aw, never mind!" Baloo growled. "Hand me the radio, wouldya Louie? I gotta make a call..."

"Hallo? Who is this?" Wildcat shouted into the microphone.

"Wildcat - That you? This is Baloo!" the pilot's voice called from the speaker.

"Hey Baloo -how ya doin', Man?" Wildcat grinned.

"_I'm_ fine Wildcat! How 'bout you? Is everybody OK over there?"

"We're all fine, Baloo. Don Karnage was here last night, Man - he blowed up a bunch o' stuff - pow!"

"I know, Wildcat." Baloo answered patiently. "But yer OK? How're Becky an' Molly?"

"Oh they're fine Baloo. Ree-Becca's outside cleanin' up now, I'll go get-"

"No!" Baloo shouted. "Don't - don't bother her, OK Wildcat? She's busy... I just - I just wanted ta make sure she was OK..."

"When ya comin' back, Baloo?"

"I'm not, Wildcat. I'm not. You take good care o' yerself, OK? And take good care o' Molly an' ol' Beckers too..."

The lion frowned. "If you say so, Man. What about Kit?"

"Horse feathers! Why's everybody keep askin' about that little pirate? Ain't he done enough damage already?"

"But Baloo-"

"But nuthin'!" the pilot snapped. "Wildcat, I'm gonna go. Just take care, OK? Maybe I'll see ya around sometime."

Wildcat scowled angrily. "Like, whatever Baloo. See ya around." He dropped the microphone and walked outside, shaking his head.

"What's that Mommy?" Molly asked brightly, as a black and grey seaplane approached low across the harbor and splashed in for a landing at Higher for Hire.

"That's our new plane, Sweetie! Isn't it nice?" Rebecca grinned. "The man said they should be able to deliver it today."

"It's real nice, Mommy. But it's not as pretty as the Sea Duck."

"Oh, I know Molly - but maybe we can paint it, or something." Rebecca sighed. Molly was taking her sweet time in getting over Baloo and Kit's absence. So was she, of course, and she knew it - even though they'd only known the boys for a couple of days. She couldn't stop thinking about Baloo's face when he left, the pain in his eyes. Even worse, about Kit, alone out there with the pirates...

She shook her head quickly, as if it might shake the images loose and they'd fall to the ground. "The main thing is, it's a better plane, Molly. The Sea Duck was kind of old, and rickety."

"What's rick-ty?"

"Oh, that means liable to break down, you know." Rebecca smiled as a goose in a blue jumpsuit hopped down onto the dock and approached her with a clipboard.

"Rebecca Cunningham?"

"Yes, that's me, I'm the-"

"Sign here Ma'am." the goose said stiffly. " All yer registration documents and manuals are in the glove box in the cockpit. That's right, sign here and here, and initial on the 'X'."

"What's this plane called, Mommy?" Molly asked, examining the craft with a critical eye.

"It's called a Drummond P-27 Molly!" Rebecca replied, signing the delivery order in several places.

"I like 'Sea Duck' better!" the yellow cub grumbled.

"Here's your keys, Ma'am." the goose said, tipping his cap. "Have a nice day."

Wildcat emerged from his workshop, wrench in hand, and walked over to examine the aircraft. "So, this is like, the new plane, huh?"

"It sure is Wildcat. Pretty impressive, eh? We'll really start to generate some business now!"

"Uh, right." the mechanic nodded. "Geez Ree-becca - I sure wish you'd let me check her out before ya-"

"Oh, nonsense!" the bearess scoffed. Truth be told, she still harbored some doubts about the strange man before her and his ability to fix an airplane. "It's only three years old, practically brand new! And it came with a certificate of inspection."

"Oh, that's different. Uh - who inspected it?"

"The mechanic at the dealer of course."

"Oh! Yeah, right." the lion nodded. "Like, was it expensive?"

Rebecca frowned. "Well - Baloo's gold was just enough to cover the value of the Sea Duck, and this one was a bit more... But I just figured, what an opportunity, to get a newer plane, less repair expenses and all. I just borrowed a little more from the bank."

"Sounds great Man." Wildcat said absently, climbing onto the wing and prying open the engine cover.

"Mommy - who's gonna fly the new plane?" Molly asked.

"Well, we just need to find ourselves a new pilot Sweetie! I placed an ad in Flyboy magazine, and the 'Tribune', so we should-"

"Kin Baloo fly it?" the cub asked hopefully.

"Now Molly, you _know_ Baloo's left, he's not-"

"Why?" Molly pouted, sticking out her lower lip. "Why don't Baloo wanna live here no more?"

"_Doesn't_, Molly. Why _doesn't_ Baloo want to live here _any_ more..." Rebecca sighed.

"I just asked _you_!" the girl shouted.

Rebecca bent and scooped the cub into her arms. What _could_ she tell her? Could she possibly understand? "He just can't, Molly. Now come on, let's go look at our new plane!" She carried the little girl into the cockpit as Wildcat continued to tinker with the starboard engine.

"Hey Baloo!" the strapping young bear called with a wave. He wore a leather bomber jacket festooned with numerous ribbons and medals, and a white scarf. "What're you waiting for?"

"Comin' Horace!" Baloo yelled, running to catch up with the pilot. Something seemed wrong - he was huffing and puffing - he'd never had any trouble keeping up with Horace before! The young man smiled impatiently, standing on the edge of the docks. "This'll be great!"

"Sure it will, Little Britches!" the young man smiled at him. That was wrong too - why wasn't Horace looking down at him? He seemed too short, or was Baloo too tall? "We'll finally be together, forever. It'll be great!" He took off down the water at a brisk walk, Baloo still breathing heavily as he followed behind. "I promise..."

"We're gonna fly together, right Horace? I'm a great pilot, I already know how to - Horace?" Baloo looked around, panicked. Where had his brother gone? He was alone! He looked around, disoriented. He was standing in a broad, featureless expanse of white. There was nothing - no one - in sight. "Horace!" he screamed.

"Over here Little Britches!" his brother's voice called.

"Where?" Baloo shouted desperately, spinning so fast he became dizzy. "Where are ya?"

"Here I am, Baloo!" a voice called, but it was strange, different. Baloo stumbled along, trying to follow the voice, feeling desperately alone.

"Where are you?" Baloo screamed, stumbling and falling. He opened his eyes, and he was back on the docks, a signal buoy ringing gently out on the water.

"Baloo!" a high-pitched voice called. "Over here! What's takin' ya so long?"

Baloo glanced behind him, where Kit stood, an expectant grin on his face, a few yards from the door of Baloo's Air Service.

"_There_ ya are, L'il Britches!" Baloo gasped. "I was gettin' worried..."

"This'll be great!" Kit smiled, turning and walking towards the building. "We'll finally be together forever. I promise..." the brown cub opened the door and stepped through it.

"I'll teach ya ta fly, L'il Britches, we'll have fun, you'll see!" Baloo called, stepping through the door. He stopped in his tracks, jaw agape. He stood once again in the vast empty expanse of white. He spun quickly, but the door was gone - there was no escape. "Kit Where are ya?" he screamed.

He spotted something in the distance that he hadn't seen before, a splash of yellow in the white expanse. He ran towards it, breath coming in hollow gasps as he exerted himself. As he drew closer, he realized that it was an airplane - his plane, the Sea Duck. He felt a moment of relief at the sight, and with a renewed burst of energy sprinted the last few dozen yards.

Hands on knees, he gathered his breath, then opened the door and pulled himself into the cockpit. "What the-" he gasped. It was empty - the controls, seats, everything, were gone. It was a hollow shell. With an angry growl he kicked open the door to the cargo hold, but that was empty too. The plane was nothing but a metal frame, with nothing inside. Baloo felt hot tears on his cheeks.

Wait - not quite nothing. There was a small box, he'd missed it before. He stumbled over to it, heart beating rapidly, and picked it up. He yanked the lid off quickly, and stared wordlessly at the contents.

"No...." he whispered finally, reaching inside the box. All it contained was a small blue and red baseball cap and another, smaller box. Tucking the cap under one arm he opened the small box, inside which were several medals and ribbons.

Baloo closed his eyes tightly, the boxes falling to the floor of the hollow plane with a loud clang. With a shriek of frustration he hurled the baseball cap against the wall and jumped out of the plane, looking around him desperately, hoping that the scene had changed, but he still stood in the barren sea of white, alone but for the yellow aircraft next to him. "Heyyyy!" He yelled at the top of his lungs, but there was no response but silence. He banged his fist against the hull of the plane over and over, feeling pain welling in his hand but not caring.

"Hey!"

"What?" Baloo gasped, feeling hands shaking his neck.

"Fuzzy! Take it easy on the dinette, Man!" It was Louie, staring down at him with a mix of concern and irritation.

"What the heck..." Baloo hissed, his mouth dry. He looked around him - the club was deserted, but for himself and the red ape next to him. His right hand was balled into a fist, and ached sharply.

"That musta been some dream, Cuz!" Louie said softly. "You was beatin' the heck outta my table, and yellin' too."

"Where is everybody?" Baloo whispered, feeling his heart slowly calming in his chest.

"Club's closed, Man. Why don't you head upstairs and get some more shuteye?"

"Yeah, shuteye..." the pilot nodded, unsteadily getting to his feet and walking slowly towards the stairs.

"Any chance o' you payin' yer tab soon, Fuzzy?" Louie called behind him.

Baloo turned. "Yeah, my tab... I kinda spent all my dough on the Sea Duck Louie, I guess I-"

"Never mind, Cuz." Louie sighed wearily. "You look terrible, get some sleep." The grey bear nodded and slowly walked up the stairs.

Louie watched his back until he disappeared into the upstairs hallway. The ape tossed his apron on the bar and blew out the last of the tiki torches. "That boy's seriously messed up, Man..."

Rebecca Cunningham had five and a half years of business school training under her belt, and she knew her way around a balance sheet. In all of her experience, however, she'd never seen anything that could compare to the financial mess that had been Baloo's Air Service. Unpaid maintenance bills, uncollected accounts from customers, no cash on hand... She'd known the business was in bad shape, but nothing had prepared her for this...

"Hey, Ree-becca!" Wildcat called cheerfully as he walked into the office. "I've been playin' around with like, the new plane an' everything, checkin' her out-"

"Yes?" Rebecca interrupted.

"Well, see... There's a few problems-"

"Problems? That's impossible! It's a brand new plane! Well practically-"

"Oh yeah, right!" Wildcat grinned. "Only, some of the parts aren't new, I guess. Maybe they put some old parts in her, or something..."

"Wildcat, what are you talking about?" Rebecca sighed.

"OK, well - the carburetors are great, OK? Except, like, the one on the port engine is really really bad."

"What? That's impossible!"7

"Uh right, impossible." Wildcat nodded solemnly. "It looks really great, Ree-becca - it's all shiny, an ever'thing, real nice! Only it's all clogged up, and a lot of the insides are corroded away."

"Corroded?" Rebecca frowned. "Well, can you fix it?"

"Oh! Uh-huh, except I can't."

"What? Why not? You're supposed to be the mechanic! So... mechan - or whatever you do!"

Wildcat smiled patiently. "OK, but like, once the corrosion is that bad, you can't really fix it, or anything. Oh! There's one thing you can do!"

"And what's that?"

"Buy a new one!" the mechanic grinned.

"A new one?!? Listen, Wildcat... I'm sure you're a terrific mechanic and everything, but that plane was inspected by some very qualified people and they said it was just fine. Isn't is possible you've made a mistake?"

Wildcat shook his head firmly. "Nope, no way, uh-uh! She's bad, yer gonna have to replace her. If ya don't you could lose the whole engine. Once the carbs are corroded-"

"Fine, fine!" she sighed. "I'm sure you're right, but in the meantime why don't you just go ahead and do what you can with what we have, all right? You're a good mechanic, I'm sure you can do something."

"But Ree-becca-"

"Wildcat, I'm very busy! I'm sure everything will be just fine." Shaking his head sadly, the mechanic left the office, leaving Rebecca to return to her paperwork. Imagine, needing a new carburetor in a brand new plane! She'd have to keep on eye on him, make sure he knew what he was doing...

"Hey Fuzzy!" Louie called to Baloo as he stumbled down the stairs. "You look like somethin' the cat dragged in - and then threw out!"

"Mornin' Louie." the grey bear yawned, plopping down at the bar. "Howzabout some coffee?"

"Mornin'? Try afternoon, Cuz - it's two o'clock!"

"Hey - so I slept in!" Baloo muttered blearily. "If I don't get my twelve hours, I'm just not myself!"

"That'd be a shame!" the ape mumbled, pouring a mug of coffee. "How many Rum Sizzlers you have last night, Man?"

"Just two!" Baloo scowled. "What is this - you got a photographer from 'Good Divekeeping' comin' in or somethin'?"

Louie propped a foot on the bar and stared at the big bear. "Fuzzy, we known each other how long - fifteen years?"

"Jeez - has it been that long?" Baloo asked. "Kinda makes a bear feel old..."

"Cousin, you listen tight, hear me? I ain't never seen ya like this, Man! You gotta rattle yer cage, do somethin' different-"

"You kickin' me out, Louie?"

The ape sighed wearily. "Naw - even though I wouldn't mind if ya least paid yer bar tab! Cuz, if it's the kid, if that's what's botherin' ya-"

"Dangit Louie, why ya keep bringin' that up? I tol' ya that boy's dead ta me. He don't exist! Understand?"

"Yeah Cuz. He don't exist." Louie said stiffly. "So what ya gonna do then, Man? Gonna hang around here an' sit on yer duff forever? It's been three weeks! Why don't you go somewhere, get yerself set up in business again? Get yerself a place..."

"Yeah well, the thing of it is, Louie, I ain't got no money left." Baloo said quietly.

"Then get a _job_, Man! You got a plane, yer a pilot! You do the math! There's plenty o' gigs out there fer guys with their own plane, Baloo!"

"Yeah Louie, yer right!" Baloo nodded. "There's jobs out there. I'll get me fixed up with somethin' real soon. Yessir, real soon!"

"Sure Fuzzy." Louie sighed. "Real soon..."

"What?!?! You just _gave_ them the cargo?" Rebecca cried. "Why that's... How..."

"I'm sorry, Miss Cunningham." her new pilot, Mr. Quillen, replied. The porcupine sat meekly across the desk from the now fuming bearess. "You pay me to fly goods, not risk my life trying to evade air pirates."

"But - but - My insurance doesn't cover pirate attacks... Oh my! What happened, exactly?"

"Well, I was flying the bowling balls to North Brunswick, like you said. A whole bunch of pirate fighters appeared, and there were no shore patrol planes anywhere nearby. They ordered me to land-"

"So what did you do?"

"I landed."

"But, but..." she sputtered. "Didn't you take evasive action? Try to lose them? Anything?"

"Like I said Miss Cunningham, you pay me to fly, not to risk my life. So I landed, and they took the cargoes-"

"_All_ of them? All four?" she gasped.

"Yes Miss Cunningham."

"Oh dear..." Rebecca sighed. "I was really counting on that money. I don't understand how pirates can just attack people in broad daylight like that!"

"Well they did!"

"Yes, thank you Mr. Quillen. Why don't you run along home now and get some rest, I'm sure you must be very tired after your ordeal." Rebecca mumbled, feeling suddenly very tired herself. There hadn't been any mention about air pirates in business school...

"Hey, Wiley Pole!" Louie called. "What's shakin', Man? Ain't seen you in these parts fer weeks!"

"Hiya Louie, Baloo." Wiley nodded gruffly.

"How's tricks, Wiley?" Baloo asked his old friend.

"Not too good, Baloo." the grey dog snorted. "Pirate Attacks been increasin' all around these parts, and the shore patrol ain't been doin' nothin' ta stop 'em! Business fer all us free-lancers is pretty bad."

"Yeah, that's what I been hearin'!" Louie nodded grimly. "Well, what about Khan's boys? It ain't like ol' stripes ta let his shipments get harassed without payin' back with interest!"

"That's the weird thing, Louie! Khan's planes are gettin' through, no problem! So as long as his cargo planes ain't takin' it on the chin, he ain't sendin' his fighters into the line o' fire. Meanwhile the rest of us are left holdin' the bag."

"Sounds rough." Baloo nodded sympathetically. "I have a little experience with air pirates myself..."

"Uh, Miz Cunningham? I think ya better come out here..." Wildcat said, poking his head into the office.

"What is it now?" Rebecca muttered, throwing up her hands. A long, grim morning with the books already had her in a foul mood. She followed the mechanic outside, where her pilot was jumping down onto the dock as Wildcat climbed onto the wing. The port engine was emitting an acrid brown smoke.

"What happened, Mr. Quillen?" she asked warily as the porcupine shuffled along the dock towards her.

"I don't know, Miss Cunningham. The port engine died about forty miles out, no warning at all."

"Wildcat?"

The mechanic poked his head around the hatch. "It's the carburetor, Ree-becca. I told ya she was gonna go..."

"Terrific!" she seethed. "Well, how much will a new carburetor cost?"

"Jeez, I dunno, I guess about two hundred." the mechanic replied, scratching his head.

"Two hundred? As much as that? Darn! Well, I suppose we have no choice - do we?"

"Yeah, uh-huh. Except, like, the whole engine's blown now, Ree-becca. I told ya that was gonna happen. So yer gonna need a new one."

"What?!? A new engine? Wildcat, are you sure?"

"Does a cat have feathers?" the mechanic replied somberly. "Yep, I seen it a million times Man, carb goes, the engine overheats... Pow! I told-"

"Yes, yes I know, you told me!" she snapped. "So then - what does a new _engine_ cost?"

The mechanic squinted thoughtfully. "Well, lessee... I guess, on this baby, about four thousand."

"Four _thousand_? We'll just see about that!" she hissed, spinning on her heels and heading into the office.

"What do you mean, it's not covered? I have a warranty, an inspection certificate!" Rebecca bellowed. "What do you mean, not factory installed? It was on there when I bought it!"

"Tell 'em it went pow!" Wildcat added helpfully.

"What? The fine print, wait, let me see..." The bearess pulled out the warranty on the P-27 and scanned it carefully. "'On used aircraft, all repairs and or replacements of parts not the explicit manufacture of Drummond Aviation are the sole responsibility of the purchaser.' So what does that mean? You can't be serious!"

Rebecca ran a hand over her face wearily. "You didn't tell me that when I bought this piece of junk! What do you mean, 'I didn't ask'? How dare you? Yes - you better believe it! You'll be hearing from me!" She slammed the phone down angrily.

"So when do we get the money fer the new engine, Man?" Wildcat grinned.

"We don't!" Rebecca hissed. "Those shysters tricked me, but I don't know if there's anything I can do about it... Apparently because the engine isn't made by the company that made the plane itself, it's not covered. Damn! I should've been more careful!"

"Well, whadda we do? Like, she can't fly with one engine!"

"I know Wildcat, I know..." she sighed. " I can't possibly borrow any more from the bank - I'm up to the hilt just paying for this hulk! And with the lost cargoes, we don't have anything like that much cash on hand!"

"Oh well, you'll thinka something!" the mechanic said cheerfully. "See ya later Man!"

She watched him go, then lay her head down on the desk wearily. There was only one person she knew that she could ask for money - and she wasn't going to do that, not in a million years. "What am I going to do?" she sighed. "I suppose I could hire a pilot with his own plane, use that until we make enough for the new engine..."

Baloo rolled over in his bed, thrashing the covers about angrily. Another sleepless night - but he wasn't about to admit to Louie what his reasons were for stumbling downstairs later every day. He rolled onto his back and stared at the ceiling of the small room, tucked away in a corner of Louie's top floor. A faint whisper of moonlight drifted in through the window, providing scant illumination inside the little room.

Louie - he was going to be a problem, sooner or later. It was getting harder and harder for Baloo to look his old friend in the eye. He was going to have to make a move soon, somewhere, somehow. But where? With a sigh the grey bear sat up in bed. The last several weeks had felt like years to the pilot. The years before blended into a blur of sameness, monotony, but those last weeks...

Baloo grabbed his duffel bag from the corner and picked it up.. Rooting through it, he pulled out the red and blue baseball cap. It was the first time he'd looked at it since he'd left Cape Suzette. ~Why did you take it out now? What's the point? It's just an old hat!~ The big bear lay back in the bed, the cap still clutched in one massive paw.

"So what now?" he mumbled to himself. Louie's was running out of it's charms, that was obvious. He had to leave before he totally alienated the one friend he still had. But where? And to what? And why couldn't he stop thinking about that stupid kid? He'd only known him for a few days - what was the big deal? The kid made his choice, and now he had to live with it. It was no concern of Baloo's...

Baloo hurled the cap against the wall angrily. He'd gone against every rule he'd lived by for the last twenty years by asking Kit to stay, by... By what? By opening himself to him. Why should it be a surprise that things had turned out the way they had? Hadn't he learned anything from his experiences? Not enough, apparently.

As Baloo lay in bed, he had a strange thought, clear as a bell and dead certain - he was miserable. He hated every day, and he hated every night even more. Whatever he was doing now, it wasn't working. He rolled out of bed and walked over to the window, staring down at the Sea Duck glowing a pale yellow in the moonlight on the water below.

The Sea Duck. His Baby. It was a comfort to see it there, solid and unchanging. He'd almost lost it. And now it was all he had. He thought back in his mind... ~When was I happy? Was I ever happy? When was life not a chore, a burden? What used to make me smile?~

With a weary sigh he collapsed back into bed and closed his eyes. Tomorrow when he woke up he'd have to do something different, make a change. He still had his plane, at least. A germ of an idea began to grow in his mind, slowly but surely.

"Mommy, where's Mr. Quillen?" Molly asked brightly. "I ain't seen him for three whole days!"

"You _haven't_ seen him, Molly!" Rebecca corrected absently, scratching out something on a sheet of paper in front of her and writing something in it's place.

"Why do you keeps telling me stuff I just said?" the yellow cub asked angrily.

Rebecca sighed. "I had to lay Mr. Quillen off, Honey. Just as well, I don't think it was working out too well anyways..."

"Why, Mom?"

"Molly, Mommy has to finish writing this ad, OK? I need to get it into the paper today. Go play with Wildcat."

The little girl frowned stubbornly. "Mom, what's wrong? The plane's just sittin' out there, and 'lay off' means fired, right?"

Rebecca set her pen down wearily, wishing as she sometimes did that she had a less perceptive child. "Molly, the plane is - broken, right now. Mommy just needs to have it fixed, all right? Until then I'm looking for a pilot with his own plane to fly with us for a while."

"But - what's wrong with the plane? Is business real bad?"

"Molly, everything will be fine!" Rebecca sighed wearily.

"That's what grown ups always say when something bad is gonna happen!" Molly scowled.

"Come here Sweetie." Rebecca smiled, and he daughter crawled into her lap. "You're right Molly - Mommy's had a few problems. We can't afford to fix the plane right now, but everything will work out. We just need a pilot with his own plane for a while, and we'll make plenty of money to fix the plane and everything will be OK. Don't worry!"

"Are you sorry we left Winger City, Mommy?" Molly asked quietly.

Rebecca closed her eyes tightly. _Was_ she? Molly had a way of asking just the right questions... Or the wrong ones. "Molly-"

The door burst open and Baloo stormed through, carrying a large duffel bag which he promptly tossed onto the floor with a grin. "I dunno what that bucket o' bolts ya got parked out front is Beckers, but it sure don't look like a plane ta me!" he bellowed. "And what didya do to my office?"

"Baloo!" Rebecca gasped., slack-jawed.

"Baloo!" Molly squealed, sliding off of her mother's lap and leaping into the pilot's arms. "You came back!"

"Sure did Pigtails!" the grey bear smiled, but a look of sadness flashed in his eyes as he held the girl. "Howz tricks, Becky?"

"Uh - f-fine!" she stammered. "What in the world are you doing here, Baloo?"

The pilot set the grinning Molly down and sidled over to sit on the desk. "What - a bear can't stop by and see old friends? How's business? I see you bought a new plane - who's flyin' her?"

Rebecca noticed as the bear moved closer that he looked tired, drawn. Hie eyes were bloodshot and puffy, and he seemed lacking the overpowering vitality he'd had before. "Well - right now no one, Baloo. It's got a blown engine. I suppose I should have taken your recommendation about Wildcat's talents to heart..."

Baloo frowned. "Always listen to yer mechanic, Beckers. 'Specially one as good as Wildcat. Suppose I shoulda told ya that. I guess there's a lot o' stuff I shoulda told ya..."

"Baloo, is Kit with you?" Molly asked hopefully. Rebecca's jaw dropped.

Baloo scowled angrily for a moment, then looked away quickly. "No, Molly. So Becky - if yer plane's grounded I guess business ain't too good, huh?"

"I guess not Baloo." Rebecca said coldly. "I suppose that makes you happy? Miss Smarty-pants can't make money-"

"Becky! You think I'm happy about that?" Baloo hissed. "That ain't fair - I never wished ya no bad luck, did I?"

Rebecca sat back in her chair with a sigh. "I suppose not, Baloo. But why are you here, now? It's been over a month - what have you been doing?" She didn't dare ask the one question she wanted to, but the pilot's silence on the subject was all the answer she probably needed.

"Oh, just been hangin' out at Louie's, yaknow." Baloo replied a little defensively. "So - you and Pigtails still livin' here, or what?"

"No Baloo - we got an apartment the first week we were here."

"Good, that's good. Sure it's real nice." Baloo nodded absently. "Listen Becky - Louie's was OK, but... I just got sick of it, of - everything. I'm sorry to hear about yer troubles, believe me but - you wouldn't by any chance be needin' a pilot, wouldya?"

"Yay!" Molly cried.

"A - pilot?" Rebecca whispered. "As a matter of fact I do, Baloo. I assume you've still got the Sea Duck?"

"Natch."

"Well, I'll be honest - I haven't got the money to fix the plane - it needs a new engine. And I have a backlog of orders that are waiting to be delivered. If you're willing you can start this afternoon - you can even move back in here. I'd be lying if I said I wasn't thrilled to see you."

"Thanks." the pilot grinned. "Sounds great-"

"Baloo!" she interrupted. "I've been honest with you - now be honest with me. Why do you want to come back here, now? You've got your plane, and you seemed awfully anxious to get away from here before-"

"I dunno Becky." the pilot sighed. "And that's the truth - I dunno. I thought just bein' out there, doin' nothin' would be all I needed, but... I just dunno. Things are different, somehow."

"Baloo, I think we know why." Rebecca said gently. "I think-"

"Yeah, whatever!" the grey bear snapped. "I'm here, and that's enough ain't it? You need a pilot and a plane, and that's me and the Duck. So gimme the shippin' orders and clear the decks. Baloo's Air Service is back in business!"

"Uh, Baloo - that's 'Higher for Hire'!"

"Oh - yeah!" Baloo winced. "Y'know, now that I had a few weeks ta think about it - I still don't like that name, Beckers..."

Baloo set the dishes in the sink with a sigh. It was strange, being back here in the old wooden building. So many years, day after day, night after night he'd passed his life away here. He'd only been gone a matter of weeks, and it was all different.

Odd, the way life seemed to save up momentous events and then throw them at you all at once. He'd had years of mundane sameness at this place, and they'd been followed by a few days of blinding turmoil. That had been followed by the proceeding several weeks at Louie's, where each day pretty much blended into the next. And now today - his life upside down, yet again.

He'd have never wanted to admit it, but it had actually felt good to be working out in the sun, loading and unloading the plane, flying from port to port. It made him realize how rarely he'd flown in the last weeks. It had been nice to see the cliffs off in the distance too, after that last delivery. Returning home, as he had so often in the past.

It had been a pleasant evening at Higher for Hire, with Molly and Wildcat chattering away, and Rebecca 's good-natured barbs hadn't even bothered him too much. It was nice. When he let his mind drift he had almost been able to imagine that he was happy. Then Rebecca and Molly had gone home, and Wildcat had retired to his quarters, leaving Baloo alone.

That should have been more than comfortable - how many nights had he spent here in this building, alone? In reality though, as soon as the others had gone Baloo had begun to get a sick feeling in the pit of his stomach. He looked around him as he set the dishes down - the whole place was different, redecorated, cleaner. But that wasn't really the problem.

He trudged over to his old easy chair and collapsed into it with a sigh. Just why _had_ he come back here? What was he looking for? It was as if all of his emotions had been moved around while he was gone, and he couldn't find anything where it was supposed to be. Everything was different. The old wooden building was quiet and empty, as it had been for so many nights in the past, but it was different - somehow, he'd never really noticed that before. This wasn't going to be easy - but then, nothing was ever easy anymore.

"You're late, Baloo!" Rebecca frowned as the pilot trudged through the door. "That's twice, and you haven't even been here a week! I hope this isn't going to be a chronic problem!"

Hey - no sweat Boss-Lady. Ol' Baloo's always been known fer bein' on time. I just ran into a little turbulence, that's all." the pilot scowled, tossing his hat onto the table and heading for the kitchen.

"I hope so..." she hissed. "I have four more shipments for tomorrow, Baloo. You'll need to get an early start!"

"Four?!? Tomorrow's Saturday, Beckers! I never flew on Saturday before! Cantcha gimme a break?"

"Well, I'm sorry Baloo, ,but I had to promise Saturday same day delivery to stand out from the competition. We've got a lot of ground to make up financially and not much time to do it."

"Yeah yeah, money money money, that's all you business types care about. I'm gonna be doin' all the work, and I'm never gonna see a penny of it!" the grey bear growled, sitting at the table with a platter of food.

"I'm sorry if the schedule's too demanding Baloo." Rebecca said coldly. "I know what a fine businessman you are, if you have a better-"

"Never mind!" the pilot hissed. "I get yer point - you don't hafta stick it up my-"

"Baloo!"

"Anyways, I'm too tired to fight about it Becky. So just drop it, OK?"

Rebecca stared at the big bear for a moment. He was a strange one - she'd only known him for two days before he'd taken off - after rescuing her from the air pirates, of course. His moods and subtleties were still a mystery to her. Yet on some level it felt like she knew him well, like an old friend.

She set down her papers and walked over to the table and sat next to him. "I really am glad you're back, Baloo. Things were pretty rough for a while. I just wanted you to know."

"Thanks Beckers." he replied around a mouthful of chicken.

"Why did you come back?" she asked bluntly.

He looked at her, appearing slightly irritated. "I tol' ya Becky, I dunno. I guess I like Molly an' all, and I lived here a long time. Kinda feels like home, I guess. Maybe I just needed a change..."

"Cape Suzette is like home to me. I was born here, but I was gone for thirty years. Sometimes I feel like I never left - it's amazing!"

"Just a place..." the grey bear sighed. "Place like any other place." They were silent for a moment, the pilot staring out the window at some unseen horizon. Rebecca put her hand on his arm.

"Do you ever think about him?" she asked gently.

Baloo whirled and glared angrily at her, causing the bearess to jerk back a fraction. The fury left his visage, replaced by something else. "Becky - if I'm gonna stick around here, we gotta have some rules. And rule one is - I don't wanna talk about that. It's over. It's the past. You understand?"

"Of course." Rebecca whispered, a little taken aback by the quickfire shift in his emotions. Baloo stared down at the table, clenching and unclenching his fist.

"Every day..." he whispered after a moment. "Every damn day, Beckers. And it never does any good, neither." He pushed his chair away from the table and silently walked outside, leaving the bearess alone with her thoughts in the old wooden building.

"Hey Baloo!" Louie called. "Ain't seen ya in here for a couple weeks. Howz my ol' roommate?"

"I'm OK Louie, thanks." Baloo nodded, sitting down at the bar. "What's shakin'?"

"Not much, Cuz. Ol' Louie just keeps on, ya know that. Howz tricks in Cape Suzette?"

Baloo looked down at the bar. "Fine I guess... Gimme a Krakatoa Special, wouldya?"

Louie chuckled. "One Krakatoa comin' up. Don't knock me over with yer enthusiasm or anythin', Fuzzy!"

Baloo laughed ruefully. "I dunno Louie. It's OK, I guess. First week I was back was pretty good. It was nice to be - home, I guess. But the place just ain't the same..."

"From whatcha tol' me about yer boss, I ain't surprised, Cuz! I bet she runs a little tighter ship than yer used to!" Louie grinned, heaping ice cream into a coconut shell.

"I guess." Baloo nodded. "That's what I thought too - but that ain't it, Louie. I thought - well, I dunno what I thought. But bein' back there just ain't -I dunno..."

"One Krakatoa Special." the ape said, sliding the massive sundae in front of the bear. "Well, I gotta say Fuzzy - you ain't been the same bear since that whole business with - with Karnage, and all his meanies."

"Yeah. You know what, Louie? Even flyin' - it just ain't the same, somehow. I got my Sea Duck and I can't even enjoy that! Not to mention I gotta fly it all over creation at that woman's beck an' call..."

"So whatcha gonna do, Cuz? Gonna blow on outta there or what?"

"And go where?" the grey bear sighed. "I guess I'll stick it out fer a while."

"Well, never mind dat Man! Big party Friday, Baloo - my annual Carmen Meringue night! Gonna be a major blowout, Fuzzy!"

"Sounds great..." the big bear said softly. "I ain't in much of a party mood, Louie. We'll see how it goes."

"Man, now I _know_ you ain't right, Tubby! I never thought I'd see the day, ol' Baloo not comin' to a party..."

"Where is he?" Rebecca muttered, glancing at her watch. "Two hours late! Wait'll I get my hands on that fat bear..."

Molly looked up from her coloring book. "Why's Baloo always late, Mommy?"

"Because he's a fat, insufferable, lazy bear, Sweetie!" her mother seethed.

"Oh, OK!" the yellow cub nodded happily.

"About time!" Rebecca hissed as the familiar sound of aircraft engines and splashing water filtered into the old building.

"Here we go!" Baloo sighed, checking his watch. "Adios eardrums.." He slowly walked up the path the door. He dreaded these moments, knowing the bearess would be all over him the second he entered. ~Almost like bein' married!~ he thought bitterly.

"Hiya Becky!" he shouted cheerfully, swinging the door open. He saw Molly - that was good. Maybe it would keep Rebecca from her worst behavior.

No such luck. "You're late, Baloo!" she snarled. "Over two hours late! What excuse could you possibly-"

"Easy, don't bust my chops, Boss-lady!" he sighed irritably.

"Don't you talk to me that way!" Rebecca scolded. "Now - why were you late _this_ time, if I may ask?"

"It was - air pirates. Took all my best maneuvers just ta ditch 'em, Beckers! I did it tho' - valiantly saved the cargo-"

"Air pirates huh?" she sneered. "And one of them was named 'Louie' I'll bet!"

"You callin' me a liar, Becky?" the pilot gasped. Of course, she was right, but that didn't justify it...

"Listen, I'm trying to run a business here, Buster! And it's not easy when my pilot is incapable of executing the simplest deliveries without-"

"I'd like to execute somethin'!" Baloo muttered.

"How _dare_ you!"

"Listen, Miz Manager - all you think about is 'runnin' yer business'. Well, I got a bulletin for ya - flyin' is hard work! But you don't care about that, do ya? It's all about money, money, money!"

"Oooh!" Rebecca sputtered, banging her fist on the desk. She despised being drawn into this argument with Baloo, especially with Molly present - the girl looked none too happy with the goings on at the moment. "You'll never understand, Baloo - you ran things your way, and the business failed! I'm trying to _survive_ here, Mister! Don't you realize you've got another delivery today, and now _that's_ going to be late too? Not to mention we got a complaint from San Flamingo - you were late _there_ this morning! That's four complaints this month! You'll just never understand-"

"Naw, _you'll_ never understand!" Baloo snarled, weary of this debate. "Deliverin' cargo is hard work! It's ain't just readin' about it in some book, it's tough! I - I..." The pilot stopped, seeing the beginnings of tears in Molly's eyes. That only made Baloo feel even worse. "Fergit it!" He stormed outside and slammed the door behind him.

"Mommy - why's Baloo so mad? Why'd you yell at him?" Molly whined.

"Never mind Sweetie." Rebecca said softly. "Get your things together, we're going home in a few minutes." She looked at the door silently, wondering what else she could possibly do to try to bring Baloo in line. She'd felt good about this place, right from the first day - and felt good about Baloo too, although she'd never admit it to him. And she'd certainly been relieved when he's showed up at her moment of greatest need. Those feelings were gone now, however. He was so different, somehow. Everything was different...

Wildcat scratched his head as he searched for his wrench. He'd turned the workshop upside down to no avail. With a sigh, he walked outside to check the Sea Duck. His eyes fell on the shiny P-27 that sat moored to the dock next to the Duck, as it had for weeks. The mechanic was secretly glad that they weren't using it - the black and grey hulk didn't feel like a friend to him, the way the old yellow seaplane did. They'd fix it sooner or later, of course, but Wildcat wasn't exactly counting the days until then.

He walked into the cargo hold and rooted around on hands and knees, looking for the wrench. Finally, he found it buried under a pile of rags. "Gotcha!" he grinned, slipping it into a pocket. "Why'd you run away and hide, little guy? Didya have an adventure?"

He was about to jump back down to the dock when he noticed Baloo's shadow in the cockpit, illuminated by the rising moon. Weird - the pilot never sat in the plane like that... "Hey Baloo!" he called cheerily, walking up to the cockpit.

"Hey Wildcat." the grey bear replied without turning.

"How come ya didn't say nothin', Baloo? Didn't ya hear me back there?"

"Sure." the pilot said absently.

"Um - watcha doin' up here, Baloo? Gonna take 'er out for a spin?"

"Naw - just thinkin', Wildcat." Baloo replied.

The mechanic was somewhat puzzled by the behavior of his old friend, but then he didn't much seem like the same Baloo he'd been before. "Boy - things sure are different around here, huh Baloo?"

"Whatcha mean, Wildcat?" Baloo frowned, finally turning to look at the lion for the first time.

"Oh, I dunno. Miz Cunningham, and Molly bein' around and all. Not like when it was just you and me, huh?"

"Nope..."

"D'you like it here, Baloo? You seem kinda weird. Ya miss Kit, huh?"

Baloo stiffened momentarily, then seemed to catch himself. "I like it here fine, Wildcat. It's just not the same place I left, that's all."

"Whatcha mean Baloo?"

"Never mind, it ain't important." the grey bear sighed.

"Oh! Yeah..." Wildcat nodded. Whenever people said that it was a pretty good clue that it _was_ important, in his experience. But what did he know? He only knew about engines and machines - that's what people said about him, and they couldn't all be wrong. "G'night Baloo." he shrugged, walking back into the hold and jumping down to the dock.

Baloo walked into the office and straight into the kitchen, without a word to Rebecca, which she found quite disconcerting. It had happened more than once lately. "Well, a gracious hello to you too!" she shouted sarcastically.

The pilot reappeared a moment later with a turkey leg in his hand and plopped down in his easy chair with a curt nod to the bearess. She frowned at him. His demeanor had gotten progressively worse in the two months he'd been back, and as weary as she was of dealing with him, she felt it was her duty to the company to get him righted, somehow. His continued lateness and sloppy work was causing more problems than she was comfortable with. And there was more to it as well, she couldn't avoid that.

"Baloo - we got another complaint from the Yorkton Badminton Society about their shuttlecocks. That's the third time, you've simply got to be more careful when you're-"

"Another complaint! Ain'tcha figgered it out Beckers - that's all customers do is complain! Ain'tcha figgered it out?" Baloo said bitterly.

"They pay for the right to complain, Baloo." she hissed. "They pay your salary for the right to complain." The grey bear said nothing, simply went on munching his turkey leg. "I have a load of pucks going to the Ebeneezer Shuffleboard Club, they need them delivered tomorrow morning-"

"Tomorrow?!?" Baloo thundered, tossing the remains of his meal aside. "Sunday? Yer a pip, ya know that? There ain't never nothin' good enough for you, is there? When I ran this business-"

"Into the ground!" she interrupted. "They're paying us double for Sunday delivery Baloo - and you're getting time and a half, so I don't see what-"

"I don't suppose I'd see you drag your sweet carcass out here to work on a Sunday mornin' though, huh, Boss-lady?" he sneered.

"Baloo, if you hate me that much, why don't-" the bearess started to shout. She stopped herself and ran her hands over her face wearily. Maybe it was time for a different tack. She walked over and sat on the arm of the chair, prompting a surprised glare from Baloo. "Baloo, it's obvious you're very unhappy here. Why don't we talk about it?

"Nothin' ta talk about! What, you worried about my productivity goin' down?" he chuckled sarcastically.

Rebecca sighed, determined not to let the pilot bait her. "Baloo, when I came here, you were pretty hostile to me at first. I thought you were a jerk, to be honest. But when I saw you with Molly, and with... with Kit, I saw another side of you-"

"Fergit this!" Baloo snapped, coiling as if to stand.'

"No!" Rebecca shouted, pushing the big bear back down in the chair. He stared at her, shocked. "You're not running away from me Baloo! I want to talk this out here and now!"

"Becky-"

"Just shut up for a change, all right?" she sighed. "Baloo - it's very clear that you're completely miserable. When I first came here, I really felt good about this place - about you, about everything. You and I both know what's changed since then, even if you refuse to discuss it. I don't know why you're here. I don't know if _you_ know why you're here. But your work stinks, quite frankly, and I'm getting sick and tired of it."

"I knew it would come back ta that!" the pilot scowled.

"Stop!" she hissed. "You know what else I'm sick and tired of? I'm sick and tired of you blaming me for whatever's killing you inside. It's not _my_ fault, Baloo - I'm just trying to run a business in tough times. I need your help to do it, even if I don't like to admit it, I do. I don't know beans about air cargo and if I'd had you here at the beginning I wouldn't have the world's most expensive flotation device sitting out there on the water right now!"

"Beckers-"

"Just stop, all right? I need you here - but not like this. You're behaving abominably to me and to Molly and even Wildcat. You can shut us out if you want - I can't stop you. But I _can_ stop you from slacking on doing your job. I believe in this company Mister - I gave up every ounce of security I had to come here, and I'll be damned if I'm gonna let you screw it up!"

Baloo closed his eyes tightly, refusing to meet her gaze. "I - I..."

Rebecca shook her head sadly. "You know what I think, Baloo? I think you came here looking for something. I think you came here looking for something, and you didn't find it. Maybe it was something you had for a long time, or something you almost had, and wanted more than anything. But you didn't find it, and now you're more miserable than you've ever been and you're blaming me and this place and everything because you can't face the truth."

"Becky, that's enough!" the big bear warned.

"Baloo, why don't you admit it? Why _can't_ you admit it? It's Kit, that's what you came here for - that feeling you had when Kit was in your life... You thought you could find it here, but you couldn't! And it's killing you-"

"Stop!" he bellowed.

"That's what's killing you, Baloo. He's not here, but you see him everywhere you look. What happened isn't your fault - he did what he did for a reason, I know he did, but it isn't your fault-"

"Why are you doin' this?" he snarled. "Why don't you just leave me alone?"

"Don't you see Baloo?" Rebecca said urgently, the relief of finally confronting the big bear openly sweeping away all hesitation. "You'll never be happy unless you face this down! You have to forgive him, - and forgive yourself! Do whatever you need to, look for him, find him! You know you have to -you'll never have any peace unless you do!" Rebecca could feel hot tears forming in the corners of her eyes.

"Enough!" Baloo bellowed, pushing out of Rebecca's grasp and standing, a look of rage on his face. "It's none o' yer damn business! You don't know me! You don't know my life, what I been through! What the Hell right do you have to tell me what I have to do?"

"Because I care about you!" she hissed. "Because it hurts me to see you in pain, and it hurts me to have you hate me! Because I don't want to lose you! Higher for Hire needs you, Baloo! _I_ need you!"

Baloo stared, mouth agape. He took a tentative step over to her, another. "Becky, I - I just don't know..."

Rebecca wiped away a tear and grabbed his arm. "I know it hurts, Baloo. It hurts me too. I only knew him for a couple of days, but it felt like forever. I see his face every time I close my eyes at night. I see him running around this room, with Molly on his back, smiling, laughing-"

"Stop! Stop it!" Baloo hissed urgently, trying unsuccessfully to block images out of his mind that had been baying at the doors of his perception for weeks. He sobbed, overcome by a desire to open his soul to Rebecca, but not knowing how.

She put her hands on his shoulders tenderly. "You're not alone Baloo - you don't have to be alone in this. We all feel pain..."

Baloo felt her gentle grip and put his hands on her as if to push her away, but he found himself squeezing her shoulders gently. He blinked away tears and looked at her, her face only a foot away from his own. She was a new person - someone he'd never seen before, a stranger. "Becky - I..." he mumbled, finding himself inching closer to her, almost imperceptibly.

Rebecca gently rested her paw on his cheek. "You don't have to be alone..." she whispered, her eyes locking with his, both of them crying silently, their mouths inching closer.

"I'm sorry!" Baloo croaked hoarsely through gritted teeth, and pushed himself away from her. "I'm sorry..." he grabbed his cap off of the table and slipped out into the evening. Rebecca sat back on the arm of the chair and wiped her eyes. With a weary sigh, she slowly walked back over to her desk.

Baloo walked for a long time - he wasn't sure how long, but by the time he arrived back at Higher for Hire the moon was directly overhead and Rebecca was long gone.

He remembered almost nothing from the intervening hours. It was cold, but he didn't feel the need of a jacket or sweater. If there had been coherent thoughts there, he couldn't remember them - his memories were of memories, of images flashing in his mind at a blinding pace, and of pain.

He opened the door and walked inside the darkened office. He thought about switching on a lamp but decided against it. He found himself standing at Rebecca desk - his desk, once upon a time - though he'd rarely used it. It was neat, orderly - three stacks of papers on it's surface, a stapler, a blotter, a file tray. And a photo - Rebecca and Molly, in a gilded gold frame. The little girl wore a yellow sun dress, and her mother a striking blue gown. Both wore smiles as wide as the Pacific, as if they hadn't a care in the world.

That's what memories are, he mused. Snapshots of perfect moments, frozen in time. But they bore no connection to reality. Like photographs, they had their place, but to dictate your life by them... It made no sense at all. With a sigh he walked away from the desk and circled the room slowly.

Rebecca was a remarkable woman. It was stunningly obvious to him now, but somehow it had never occurred to him before tonight. Where were her parents - her family? Here she was, a single mother to a small child, and running a business - and no business was more male-dominated than the air cargo game. Yet, she asked no quarter, and never seemed to lose her spirit. 'Every ounce of security...'

Somehow, she'd seen inside him tonight, blown him out of the water, rendered him defenseless. And when he was at her mercy, she'd bared her own suffering, and joined him in his pain and helplessness. She was a remarkable woman, and she had a remarkable daughter. They would make someone a fine family, no doubt.

But not him. He knew with certainty that he could never stay here. He _had_ come back searching, but it was a fruitless search. This wasn't his home. That ship had sailed, and he hadn't been on it. With a sigh, he slowly walked up the stairs and took out his duffel bag. He sat on the bed - the bed Rebecca had bought for him at a flea market, because she didn't want him sleeping on a hammock. If things had been different, maybe there would have been two beds in this room. If things had been different.

When his bag was full he walked back down the stairs and looked around, wanting to preserve the images in his mind. This time, there would be no return - he understood it indisputably. He wasn't a courageous man, and he knew it. Not courageous like Rebecca was. A courageous man would still be here in the morning.

He walked over to the desk again, and took out a piece of paper and a pen. In large script, who wrote 'I'm sorry', and folded the paper neatly, leaving it in the center of the desk, well away from any of the other papers there. He caught a glimpse of Molly's face in the photograph again, and felt a twinge of shame.

Slinging the duffel bag over his shoulder, he slipped out the door without another glance, and headed for the Sea Duck. He tossed the bag into the cockpit and climbed in after it. Following a routine he could have executed in his sleep - magnetos, mix, throttles - he started the engines. ~Where to go?~ he mused. ~Pick a direction...~ It might have mattered, if things had turned out differently... But that ship had sailed, and he hadn't been on it.

The engines rose in pitch, and the exterior lights flicked on, illuminating the waters of the harbor in a beam of light. The plane sped away from the dock and into open water, the propwash dancing in the glow of the lights. Within a moment, it was gone. Wildcat stood outside his workshop, watching it impassively. He stared after it for several minutes after it had disappeared from sight. Finally, he turned and stepped inside, closing the door behind him.

"Tell me again why we need a new pilot, Mommy." Molly sighed, sitting at the table absently stirring a bowl of cereal.

"You know why, Honey." Rebecca said gently. "Baloo had to go, and we have to have a pilot with a plane. That's how we make money-"

"But _why_ did Baloo have to go?" the yellow cub asked stubbornly. "I don't unnerstand!"

~I don't either!~ her mother thought. "He just decided it was time to move on, Sweetie. Pilots are like that sometimes."

Molly was somewhat less than satisfied with that answer, but held her tongue on the subject, as she never seemed to be able to persuade her mother to elaborate. "Why's the new pilot called 'The Barber', Mommy?"

"I don't know, Molly - but they say he's _very_ good!" Rebecca smiled. ~And willing to work for what I can afford to pay...~

Wildcat poked his head through the door. "Hey Miz Cunningham - I think the new pilot's here!" he grinned.

"Wonderful! Finally we can back to business! Come on Molly!" Rebecca smiled, leading her daughter out onto the docks by the hand. A large bi-plane was slowly circling in from the north at an astonishingly low altitude. Finally, the old craft skimmed in low across the water, neatly lopping the tops off of a row of trees and heading straight for the startled trio. "Duck!" Rebecca wailed, pulling Molly to the ground as Wildcat dove for cover behind a crate.

The bi-plane rattled to a stop alongside the dock, and a leopard in a ratty blue flight jacket poked his head out. Hey eyes darted wildly about, as if searching for hidden dangers. "Did somebody say 'duck'? Can't stand ducks..."

"Why you - you..." Rebecca sputtered, climbing to her feet and approaching the pilot, who held a tattered suitcase in his hand. "What kind of pilot are you?!?"

"Crop duster, Ma'am." the leopard replied in a gravelly trill, eyes dancing.

"Well, in the future I'll expect you to fly... higher!"

"Cant!" the Barber replied in a nervous quaver. "Got this pesky fear of heights!" He covered his eyes and gingerly stepped down to the dock, trembling. He looked warily skyward. "I suppose I could wear a blindfold-"

"BLIND-fold?!?" Rebecca gasped in disbelief.

"You're right - got this pesky fear o' the dark, too!"

Rebecca's jaw dropped. "Is there anything _else_ you're afraid of?"

"Well - not really..." the pilot said dubiously. He leaned in close. "You don't have any _platypuses_ around here, do ya?" Rebecca shook her head numbly. "I just _hate_ platypuses..." With that, the leopard walked unsteadily into Higher for Hire, suitcase in hand.

"Mommy - I miss Baloo!" Molly whined longingly.

"Oh, me too Molly! Me too..." Rebecca sighed.

The Barber's first week at Higher for Hire had been a long - and strange - one for Rebecca Cunningham. Having Wildcat around was bizarre a lot of the time - but this new pilot made Wildcat seem tame by comparison. The one thing she was glad of was that it was his own plane the leopard was flying - she wasn't sure her nerves could survive the knowledge that her plane was in his hands...

But then, there was no danger of that. The P-27 still sat by the dock, becoming less shiny every day. They were still barely making enough money to cover everyday expenses, never mind banking any for expensive repairs. Having the Barber here was somewhat better than no pilot at all, which had been the state of their business for a week and a half after Baloo had left.

Baloo. She wanted to hate him for what he did - for walking out on her business - for walking out on _her_. Every time she tried to muster the emotion, however, all she was able to dredge up was pity. Baloo had been right - she _didn't_ know him, not really. She didn't know why he was the way he was. Why he closed himself off and wouldn't let her in. Maybe she'd been wrong to try...

Rebecca watched as the Barber emerged from the bedroom and walked down the stairs, in his own special manner. He put a paw over his eyes and gingerly felt with his foot for the next step, repeating this process until he had reached the bottom. This made the trip last about two minutes, and Rebecca found herself watching in morbid fascination. At least his eyes were covered - his eyes were downright terrifying...

"Good morning!" she said cheerfully as he reached the bottom step. As long as they would be working together she may as well try to draw him out, a little. "Did you sleep well?"

"Haven't slept in nine years!" the leopard quavered.

"Um - yes." Rebecca frowned. "Er - would you like some breakfast? I brought a bag of doughnuts and-"

"Yeep!" the Barber cried, covering his face and cowering against a wall. "Doughnuts! Make them stop! Make them stop!"

"What? What is it? I'm sorry!" Rebecca cried. "Look., they're gone, see? I threw them out! They're all gone! See?"

The leopard continued to hide his face as Rebecca looked on, astonished. "No doughnuts?"

"No! All gone!" she cooed, making a mental note to delay his insurance physical as long as possible.

"That's a relief!" the Barber breathed, uncovering his face. "Why, they're almost as bad as-"

"Yes." Rebecca sighed, rolling her eyes. ""Mr. - Barber... I need to know your full name for your tax documents. What is it?"

"My name? Oh yeah... It starts with an I..." the pilot mused.

"You don't remember your name?"

Who doesn't remember my name?" the leopard asked, confused.

Rebecca buried her face in her hands. "Why don't you check your pilot's licence? Maybe it says on there..."

"Oh yeah." the Barber nodded, reaching into his pocket. "My name is Cape Suzette Department of Aviation! That's a funny name..."

"Uh - maybe that's the name of - never mind!" Rebecca hissed. "What does it say underneath that?"

"Lemme see... That's a funny name too! Jim, I can't even pronounce this... I - G - N - E - T - O - "

"Hey Ree-Becca!" Wildcat grinned as he poked his head in. "Sea Duck's all loaded, Man! Ready ta go!"

"Thanks Wildcat." Rebecca sighed. The lion was the most coherent employee she had. That was a sobering thought... "Why don't you just go ahead and take off, Mr. - Barber? We can finish this later."

"Whatever you say, Ma'am. Say - I'm not deliverin' any strawberries, am I Man?"

"Uh - no." Wildcat shook his head. "Nothin' but, like, straw hats and blackberries."

"Oh. What a relief!" the pilot breathed. "Strawberries give me the willies. Oooh... STRAW-berries!" With a shiver, the leopard slipped past Wildcat and out onto the dock. Wildcat scratched his chin and shrugged at Rebecca. The bearess slowly sunk her head to her desk wearily.

"I can't believe this! _Another_ bill for damages caused by that hack of a pilot!" Rebecca sighed. "That's three times this week!"

"Y'know, he oughtta be more careful!" Wildcat said solemnly as he played with Rebecca's stapler.

"We can't go on like this..." she lamented. "Having the Barber making deliveries is almost as bad as not making them at all. If he's not destroying public property he's hours late showing up! The orders are starting to back up..."

"Too bad Baloo's not still around!" the mechanic replied.

"You don't know the half of it... At least we're still in the air. Well anyway, Wildcat - let's get this inventory over with. What else do we need?"

"Fourteen quarts of oil - we're a little low. We need a new set of calipers - Oops! Sounds like the Barber's back!"

"Wonderful!" Rebecca said sarcastically. There was a resounding crash from outside. Rebecca and Wildcat ran to the door just in time to see the 'Higher for Hire' sign disappearing into the harbor, neatly severed by the Barber's landing. "Oh, great!! What _else_ can go wrong?"

"I quit!" the leopard barked, holding onto the doorframe of his plane and eyeing the dock nervously.

"Quit?!? You can't quit! What about my shipments?" Rebecca bellowed, gesturing to the mountain of crates piled on the dock.

"Sorry Lady - nobody told me I'd be carryin' paper clips!" the leopard shuddered. "A Joe's gotta draw the line somewhere..."

"Paper clips?!? They're just little pieces of metal-"

"Stop! You tryin' to give me an attack?" the pilot wailed. "Paper clips give me the creeps! Make the music stop! Make it stop..." The cockpit door slammed and the old bi-plane darted out into open water and took off, neatly severing the masts off of a line of sailboats.

"What next?" Rebecca wailed, sinking down on a box and covering her face with her hands. "Where am I gonna find another pilot now, on a moment's notice - on what we can afford to pay?"

"Pilots 'R Us?" Wildcat asked helpfully. He patted her shoulder gently and wandered back into his workshop, leaving the bearess alone on the dock.

"Hey Buddy - lemme have a check here." Baloo said to the bartender, who responded by slapping the bill onto the counter in front of the big bear wordlessly. "Buckin' fer a big tip, huh?" the grey bear muttered.

"Baloo - hey Baloo, that you?" a voice called behind him. The pilot spun and looked around. "Over here!" a stocky bobcat in a leather jacket waved from a table.

"Tommy! Whaddaya know!" Baloo chuckled. He left a few bills on the bar and walked over to the table. "What's new?"

"Not much!" the bobcat grinned, shaking the big bear's hand. "What the heck you doin' in Pazooza?"

"Oh yaknow. this an' that." the pilot responded. "Doin' a little free-lancin', here an' there."

"Man, I ain't seen you around Louie's for what - two months?" Tommy replied, shaking his head. "The ape's been askin' after ya - now I'll have somethin' to tell him I guess."

"Yeah. I just been kinda avoidin' the old haunts, Tommy. Lookin' fer fresh pastures, ya might say." Baloo smiled morosely. "How 'bout you - what you doin' way out here?"

"Just a gig, Baloo. Still got the cargo firm in Cape Suzette, and I got a contract deliverin' mangoes out here - just came available, they dumped their other shipper. Good contract too."

"That's good Tom. Sounds like things are goin' great."

"Yeah, yeah, thanks." the bobcat grinned. "So Baloo - ya gonna be comin' back to our part o' the world anytime soon? The gang at Louie's sure misses you, y'know!"

"Yeah, I miss them too!" Baloo chuckled. "I don't think so, Tommy. I don't think - I just don't think so. It was time fer ol' Baloo ta move on."

"That a fact." Tommy said thoughtfully. "Listen Baloo - things are goin' pretty good for me right now. Got more business than I can handle, as a matter of fact... I been thinkin' of addin' another pilot... You're the best there is, and if you still got the Sea Duck-"

"No thanks." the grey bear interrupted. "That ain't the life for me, Tommy."

"Yeah - don't wanna give up yer freedom, huh? Bein' your own boss and all..."

"Yeah, that's it Tommy." The pilot extended his hand. "I'm gonna take off, Tom. Tell everybody at Louie's I said 'Hey', willya? 'Specially Louie. Tell him thanks, fer me."

"Sure Baloo." the bobcat said with a puzzled grin. "See you around."

Baloo adjusted his cap and started for the door. He stopped, stood still for a moment and turned back to the table. "Tommy, you ain't - there ain't been a little kid - a boy - hangin' around Louie's by any chance, has there? Askin' after me, maybe?"

The bobcat frowned. "Boy? No... I haven't seen any kids around Louie's for ages, Baloo. Sorry."

"That's OK." Baloo said softly, smiling with his eyes closed. "See ya around." He turned and headed outside to his waiting plane.

"Dumb question, Baloo." he muttered to himself as he leapt up into the cockpit. It was weird - Tommy's offer should have tempted him, but it hadn't - not for a moment. It's not like he wasn't hurting for cash every day out here. At least he could sleep in the plane... He had just turned the magnetos on when he heard a thumping noise from the hold. Frowning, he unstrapped and headed back, flipping on the interior lights.

He had a load of guavas - thirty crates - in the hold. Warily he poked around, and spotted movement out of the corner of his eye. Instinctively he reached out and grabbed, winding up with a handful of collar. It was a young tiger, perhaps fifteen or sixteen years old. "Who the heck are you?" the pilot snarled.

The young man's face was filthy, and he scowled defiantly at Baloo, a hint of nervousness creeping into his visage as he realized the sheer size of the pilot. "S-sorry Mister! I was just-"

"What're you doin' in my plane?" Baloo frowned, looking the boy over. He wore a faded grey shirt - no jacket. The shirt hung loosely on his slight frame - he was just beginning to get some height, but looked like he hadn't eaten in a week. "Answer me!"

The boy was genuinely afraid now, though he tried mightily to appear unconcerned. "I was - I was just leaving-"

"Stowaway, no doubt!" Baloo hissed. "Good way ta get yerself killed, Boy - especially fer a little punk who doesn't know what he's doing!" The boy recoiled in terror, and Baloo shook his head. "Not by _me_, dummy! That ain't ol' Baloo's way..."

"Listen, Mister - I just needed a ride, OK? I wasn't gonna cause you any trouble-"

"Dumb kid!" Baloo snarled, finally setting the cub down, if only because his arms were getting tired. "You been eatin' my guavas?"

"No s-sir!" the cub stammered, nervously wiping his chin.

"Hmmm. What do I do with you? Harbor patrol's only a hundred yards down-"

"No!" the boy hissed. "Please don't do that, Mister! I'll leave, I won't cause you any problems, I promise!"

"I'll bet!" Baloo chuckled. "How old are ya, Kid?"

"Eighteen."

"Really?" Baloo laughed. "So am I! Small world huh? Where the heck you goin', anyway?"

"Anywhere but Pazooza." the cub scowled, eyeing the pilot nervously.

Baloo sighed. "Y'know, if I kick you outta here the next guy you try to stow away with might not be such a sweetheart. And I'm too tired to walk all the way over to the cops. I got a load o' guavas back here, doin' an overnight run ta Cape Filbert. You can stick around fer the ride if ya want."

"Really?" the cub beamed.

"Yeah, I guess." Baloo muttered. "But when we get there _you_ unload the crates, ya hear me? So's I can rest my achin' back. And after that ya get lost."

"Sure, thanks, no problem!" the boy grinned.

"Name's Baloo." the grey bear said gruffly, heading for the cockpit.

"Uh, Tristan. Tristan Frost." the young man replied, tagging along behind him.

"So why you in such a hurry ta leave Pazooza, Tristan?" Baloo asked, strapping in to the pilot's seat. The boy didn't respond, but hardened his gaze into an icy wall. It cut Baloo to the core, it was so familiar. "No answer huh? Well, It ain't no business o' mine, I guess. But if anyone comes chasin' after ya I'm dumpin' ya out the back!"

"That shouldn't be a problem." the cub said grimly. "Pretty nice plane you have here Baloo. For an antique."

"Ha! Yer a real charmer, aintcha?" Baloo scoffed. The boy sat down in the navigator's seat and reached for the belt. "STOP!" Baloo roared, causing the cub to freeze, jaws agape.

"Get outta there!" Baloo hissed. "NO-body sits there, ya hear me? I fly solo, understand? Solo!"

"Yeah, s-sorry! I'm sorry!" Tristan gasped, backing up into the cargo hold.

Baloo pounded the dash angrily, then ran his paw across his face. What was he doing? Why was he allowing this boy on the Duck? What was he thinking? He sat silently, staring straight ahead for several minutes.

Finally he rose and headed back into the hold, where Tristan sat, knees drawn up, against the starboard hull. "Sorry about that Kid." Baloo said nonchalantly as the boy stared at him. "Been a long day. You look beat - why dontcha set up in my bunk here?" The grey bear opened the storage cabinet and pulled out a blanket and pillow, tossing them at the cub. "Six hours ta Filbert. Get yerself some sleep."

"Thanks." Tristan replied, a puzzled frown on his face. Baloo returned to the cockpit and started the engines. Within a moment they were airborne, leaving Pazooza behind.

It was a long flight to Cape Filbert, but Baloo was used to overnight hauls. They were the province of free-lancers mostly - the gigs the regular firms could normally pass on. He didn't mind, as a rule. He could sleep as easily in the daytime as at night.

This flight was a strange one, though. Baloo couldn't stop himself thinking about the boy asleep in the back. "Stop drivin' yerself nuts - just givin' somebody a ride, that's all!" he muttered to himself. Still, he felt uncomfortable in every possible way. What was he thinking, really? Who knew what this kid was running away from? Hadn't he learned anything?

With a weary sigh he killed the engines as he coasted up to the normally bustling Port of Cape Filbert. He checked his watch - six A.M., right on time. That was usually the way - when he wasn't on a deadline he was always early. There were only a few dock workers around, and one or two other planes loading or unloading.

He unbuckled and slowly strolled into the hold. Tristan was fast asleep, snoring gently in Baloo's bunk. Baloo stared at him rapt, unable to help himself. It was amazing - all traces of that icy stare were gone. ~Kids can't keep that up while they're asleep. All the same.~ he mused. It was as though he were looking at a different person completely. The grey bear felt a deep, dull pain in his chest as he stared down at the tiger cub.

"Hey - get up Kiddo." Baloo said, gently shaking the cub's shoulder. "Hey - get up!" The boy grumbled softly and turned over. ~Heavy sleeper!~ the pilot mused. ~Not like - not like...~ "Hey!" he said more loudly. "Time ta earn yer bus fare, Kid!"

The boy blinked irritably and turned his head. He caught a glimpse of Baloo and his eyes grew wide, and he sprung to his feet with incredible speed. "Hey - take it easy!" Baloo hissed. "Yer among friends!"

The boy stared at Baloo for a moment, panting, then slowly his breathing slowed. "S-sorry. Forgot where I was for a minute..."

Baloo eyed the young tiger warily. "Darn near gave me a heart attack, Kid!"

"Sorry!" the cub said again, shaking his head angrily.

"No worries. Well Kid - we're here. Time fer you to earn yer ride. These boxes ain't gonna unload themselves." Baloo opened the cargo hatch and waved to one of the dock workers, who headed towards the Sea Duck.

"Oh - sure." Tristan said. "What - I just stack 'em on the dock, or what?"

"No - you build 'em into a pyramid! Whaddaya think?" Baloo scowled. He held out a clipboard to the dock worker. "Hey Friend - 40 crates o' gemstone Guavas from Pazooza, fer Gibbons Produce. Sign here, Buddy."

With a grunt, the boy lifted a box and unsteadily wrestled it out to the dock. "D'you want me to give him the hand truck?" the dock worker asked Baloo casually.

"Naw - he needs the exercise." Baloo yawned. He grabbed a dusty deck chair and set up outside, watching the boy comfortably. "That's real nice work Son - keep it up!" he grinned.

Tristan continued to wrestle the boxes outside one by one, soon breaking into a thick sweat even in the early morning cool. Baloo occasionally favored him with a cheery wave, but otherwise left him to his task uninterrupted. It was quite a task - the cub was thin as a rail and each crate was a fight to the death.

Finally, after Baloo had almost nodded off, the boy hauled the last crate outside, pushing it along the ground for the last few feet. "That's the.... last one!" he panted. "Man - I didn't know Guavas were so... heavy!"

Baloo stood and stretched, and folded his deck chair. "Very impressive work Kiddo. Never complained once. Showed me some real intestinal fortitude! Of course, if you'd been a little more resourceful ya could've asked for a cart, but one outta two ain't bad."

"C-cart?" the boy hissed indignantly.

"Never trust anybody over thrity-seven, Kid." Baloo yawned, walking back into the Duck. "Now, ol' Baloo's gotta get some shuteye. See ya in the funny papers."

"But-"

Baloo closed the cargo hatch and crawled into his now vacant bunk. It had been a more interesting day than he'd had in weeks, at least he could say that much. Within seconds, he was sound asleep.

When Baloo awoke the sun was in the western sky, and the interior of the Sea Duck bathed in bright light. He blinked irritably, and glanced at his watch. Four P.M., a good ten hour sleep. He stood and stretched mightily.

He was only mildly surprised to see Tristan asleep in the pilot's chair in the cockpit. "What the heck are you doin'?!?" he asked with considerably more anger in his voice than his heart.

The cub awoke with a start. "Oh s-sorry, I-"

"You say that a lot, dontcha Kid?" Baloo sighed. "What the heck you doin' here anyways? You paid off yer end o' the deal, you can scram."

"I know." the cub said defensively, the icy wall once again on his face. "I took a walk around, and I didn't much like the place, y'know? So I figured-"

"You figured you'd leech another ride off ol' Baloo!" the big bear sneered.

"No! I can work, you saw that. I'll load and unload for you on your next job-"

"Ain't got no next job Sonny. Nothin' lined up." Baloo sighed. "I ain't got no use for ya. So beat it!"

"Aw, c'mon! This place is a dump!" the cub almost pleaded. "Just take me wherever you're goin' and I'll get off your back, I promise. Where you headed?"

"Right now? To dinner!" Baloo snapped. "An' I ain't got no money fer freeloadin' kids, neither!"

"I have some money." the boy grinned. "I haven't eaten yet, and I got no plans. How about it?"

"Fine, whatever!" the grey bear hissed, throwing up his hands. He jumped down to the dock and took off for the nearest restaurant, a seedy wharf dive a few hundred yards from the loading docks.

Baloo spotted a booth in a corner and walked over to it. The cub sat down across from him wordlessly. A dour-looking waitress walked over carrying menus, but Baloo waved them off. "Cheeseburger, fries, strawberry soda." he told her.

"Sounds good. Me too." Tristan echoed. The waitress shrugged and headed off towards the kitchen.

"Sure would like one o' Louie's pepperoni pizzas right now..." the pilot said wistfully.

"Louie's? Where's that?" Tristan asked.

"Oh. so we hafta have a conversation now - that the idea?" Baloo replied testily. "This is why I fly solo..."

"Sorry!" the cub said, a small grin on his lips.

"You wanna talk, huh Kid? OK, we'll talk. Where's yer parents?" Baloo snapped.

"None o' yer business!" Tristan barked back at him.

"None o' my business huh? If I got a fugitive or a runaway on my plane it's my damn business! All I need is some kinda kidnapping rap-"

"Look!" the boy interrupted, hands in the air. "You - you don't hafta worry about that. I ain't got any parents. They're dead, have been for years."

"Likely story..."

"Hey - it's true!" Tristan sneered. "You got nothin' to worry about - there's nobody that's gonna miss me, believe me."

Baloo squinted at the cub. As likely as not the boy's story was true, the way he figured it. But then - what kind of judge of character was he - especially a kid's? Best to keep his guard up. "Whatever Kid - but first sign o' trouble I'm droppin' you like a hot rock!"

"So you'll take me with when you leave?"

"I guess." Baloo sighed. Events were out of control again... Then again, maybe he just needed another face around - he'd been solo since he'd left Louie's. "I'll prob'ly head over ta Grimscape Island - see if I can rustle up a drop or two from there. It ain't much of a place - doubt you'll wanna stay there either."

"I'll take my chances." the boy grinned. "And if I don't like it maybe I can work off another trip somewhere else-"

"Not a chance!" Baloo scowled. The boy, disconcertingly, looked as though he didn't believe the bear for a minute.

Jules Krone smiled an oily smile as Rebecca shook his hand and sat down at his desk at Cape Suzette National Bank. "Thank you very much for seeing me on such short notice, Mr. Krone-"

"That's quite all right, Miss Cunningham." the walrus answered. "Let's get right down to business, shall we? Let's talk about your loan application."

"Certainly." Rebecca smiled. She hadn't liked this man from her first day in Cape Suzette, when he'd handled her loan - there was something about his manner, his face... At least her father was direct and blunt, even if he could be ruthless.

"Let me begin, Miss Cunningham, by saying how very much I admire your independence and courage in forging ahead with your own business. For an unmarried woman, and a mother no less, to have achieved what you have - it's remarkable."

"Thank you." Rebecca nodded, bile rising in her throat. She could see where this was going.

"You're welcome." the walrus said greasily. "That being said, however, the loan committee has in fact decided against extending you any additional credit at this time."

"I see." Rebecca fumed, keeping her voice calm. "May I ask why?"

"Of course. In all of these cases, there are a variety of factors that we must weigh in deciding each individual loan, and your's was no different. Let me say, Miss Cunningham, that I am quite familiar with this particular business of yours - it had already failed once, before you took it over. And the current financial performance is-"

"Yes, I know!" Rebecca said impatiently. "But I can't be held accountable for the failures of the previous owner! It's taking me some time to get things ramped up-"

"Of course." Krone nodded. "Nevertheless, the track record of the business is a legitimate predictor of future performance. There is also the question of the additional loans that you have already taken on, since you've acquired the business."

"I'm aware of that, but I borrowed that money to upgrade the equipment. To purchase the firm a more modern and efficient aircraft-"

"And yet you list aircraft repair and upgrade as one of the primary reason that you need the loan?" the walrus interrupted.

"These things happen. Maintenance issues arise-"

"Of course." the walrus nodded. "Let me be frank, Miss Cunningham. This is your first business venture, and as such you have no track record of success. The business itself has no previous track record of success. Given these circumstances there's really nothing we can do, I'm afraid."

"Except wait to foreclose, like vultures!" she hissed.

"Miss Cunningham, I assure-"

"I'm sorry." Rebecca said quickly. "Mr. Krone - is there nothing I can do? No way that I can persuade the committee to reconsider? I've already instituted some wonderful innovations-"

"I'm sure you have, but that's really not the issue I'm afraid. The only factor that could possibly tip the scales would be a co-signer of considerable financial weight."

"C-co-signer?" Rebecca whispered.

"Yes, a co-signer. At that point would we would weigh all the factors again, and if that person was considered to be-"

"Thank you." Rebecca said sharply. "I appreciate your efforts." She grabbed her purse and left quickly, her mind a whirl. A co-signer! There had to be another way - didn't there?

The water beneath them was invisible as the Sea Duck flew through thick clouds of mist. The atmosphere was strange in the cockpit - neither the grey bear piloting the plane nor the tiger cub sitting next to him had spoken for nearly an hour. In Baloo's case, he simply couldn't think of anything to say to the young man.

He stole a quick glimpse over at the boy, who lounged lithely in the seat, one foot drawn up in front of him. A pang of agony cut through him at the sight, the posture so hauntingly familiar. It had been hard for him to allow the cub to sit in that chair, but he'd told himself he was being silly. He'd let other folks sit there on occasion since he'd left Louie's - why should Tristan be any different?

He knew even as he asked himself the question what the answer was. ~He's a little taller than ... than Kit.~ Baloo thought. ~Taller that Kit _was_... Wonder if he's gotten much taller since - since... I wonder if he's even-~

"Don't talk much, doya?" Tristan said a little irritably, breaking the pilot's reverie.

"That ain't been a complaint I heard very often." Baloo chuckled bitterly. "Besides, flyin's hard work."

"Doesn't look so hard to me." the cub mused.

Baloo stared hard at Tristan for a moment. "You know much about airplanes, Kid?"

"Naw." the boy replied. "I've seen a few here and there, but I never flew in one before - well, before you gave me a ride."

"That a fact." Baloo mused. ~Why do you _care_?~ he asked himself bitterly. "So what 're you into, Kiddo?"

"I like cars." the boy grinned. "I'm real good at fixin' 'em up, too. When I was little my Dad-" a cloud passed over the boys features for a moment.

"Yeah?" Baloo prompted.

"You don't care..." the boy hissed.

"Kiddo, don't go tellin' me what's in my head. I kin promise you ya don't have a clue. I asked ya, didn't I? So tell me about it."

Tristan looked over at him appraisingly. "I guess. Anyways, he had a '26 Fjord, a Model-C. A real beauty. It was in a wreck, and he got it for nothing, and we were fixing it up..."

"Sounds terrific." the pilot said softly. "How - how long's yer Daddy been gone?"

"Four years." the boy sighed.

"What about yer Mama?"

"She died when I was seven." the boy replied somberly.

Baloo shook his head. All this death and loneliness - it just never seemed to end. "I'm real sorry, Tristan. My Mama died when I was five. She was a great lady."

"Yeah?" the boy whispered, looking over at him again.

"Yup." the big bear nodded, returning his attention to the skies in front of him for a moment, as silence filled the cockpit. "Things were really that bad fer ya in Pazooza, Kid?" he said finally. "You couldn't stick it out there?"

"Look..." the cub sighed. "When you get to be - my age - you ain't gonna get adopted. You're past the cute little moppet stage, and it's all over. It was just a matter of time, Baloo. I was gonna be out on my own anyways, so I just got a head start, okay?"

Baloo gasped internally, yet again. When the boy said certain words, in certain ways... It was almost too much, too familiar for him to bear. "S-sorry." he mumbled.

"What's wrong?"

"Nothin'!" Baloo snapped. "So you had no relatives, huh? No Uncles or Grandmas or somethin'?"

"No. No relatives... None that wanted to be bothered, anyways. You ever been inside an orphanage, Baloo?"

"Nope." the pilot said softly. "Looks like we're almost here, Kid. Greystoke Island. You do the unloadin' again, and then we can get a bite ta eat somehweres."

"Sure." the cub nodded. "Uh - so you're gonna go back to Grimscape after that?"

"Prob'ly." the grey bear sighed. "If that's how I feel. We'll see. Why - worried you ain't gonna like this place neither? You sure are picky fer a stowaway!"

The cub erected his ice wall again. "I'm sure this place will be fine."

Baloo pulled back the throttles as he slowly descended. "Ya know Kid - my back's been really actin' up lately. Real stiff, like. Mebbe I better keep ya around fer a couple more days, just in case I can't handle the heavy liftin'." he said softly.

"Sure." the cub grinned. "If ya need the help, I can stick around. So maybe we'll go back to Grimscape, pick up another shipment or something?"

"Maybe..." Baloo mused. "I got a couple different options..."

"How was your dinner, Molly?" Rebecca asked brightly, stacking the dirty dishes in the sink. It was against her usual practice of washing every dish when she used it, but there was other business that needed attending tonight.

"Real good Mommy." the little girl said. "Kin I have some Frosty Pep now?"

"Hmmm. I don't know..."

"_Please_ Mom? I'll be real good!" the cub whined.

"OK!" her mother laughed. "If you make Mommy a promise, all right? Listen to 'Danger Woman' on the radio and be real quiet while I make an important phone call, all right?"

"OK!" the girl grinned.

Rebecca scooped some ice cream into a bowl and handed it to the yellow cub. She turned on the radio and adjusted the tuning knob. "There you go Molly. Mommy will be right in the bedroom, OK? Remember your promise!"

"I will, Mommy!" Molly cried, grabbing her Danger Woman action figure and settling down, cross-legged, in front of the radio. Rebecca smiled at her for a moment and disappeared into the bedroom.

"So simple, so simple..." she sighed. ~Can a radio program really make her that happy? She's been through so much... No father, she got so attached to Baloo and Kit, and then lost both of them...~ She sat on the bed and, taking a deep breath, picked up the phone and dialed her parent's house in Winger City.

Her mother answered, as she did almost all the time. "Hi Mom!" Rebecca said cheerfully.

"Rebecca! How nice to hear from you. How are things? How's Molly?"

"Fine, Mom. Just fine. Molly's listening to 'Danger Woman' on the radio, you can't tear her away from it!" Rebecca chuckled.

"That child has such an imagination! She's a dreamer, always has been. So how's the business?"

"Well - that's more or less why I called, Mother. Is Dad around?"

"Your father?" Kayla Cunningham sounded surprised. Rebecca knew why, of course - she rarely asked to speak to him until the very end of their conversations. "Yes, he's here - would you like to speak to him Dear?"

"Yes Mom, thanks." Rebecca heard her mother call her father's name, and a moment later Gregory Cunningham's booming voice came on the line.

"Hello? Becky?"

"Hi, Dad. How are you?"

"Well, I'm fine, Darling, just fine. How are you?" he said a little stiffly.

~Still hasn't forgiven me for leaving.~ she thought. ~This is a mistake, it's stupid - don't do it!~ "Fine, Daddy. I wanted to talk to you about the business. My business."

"Oh? What about it?" her father responded. Rebecca could hear the interest creep into his voice.

This was it - no point in sugarcoating. Her father wouldn't. "Daddy, I need a loan, to do some aircraft repairs. I've delayed as long as I can, but it need's to be done."

"You want money?"

"No Daddy!" she replied, trying desperately to keep her anger out of her voice. "I want to get a bank loan, but I need you to co-sign for me."

There was a pause. "I see. Didn't you take out an additional loan, not that long ago - to buy a newer plane?"

"Yes Dad. But there was a problem with it, and I need to do a major repair. We've been going with rented planes, but the costs are just prohibitive. I need that aircraft up and running to have a chance."

"I see. And how is business, other than that? Are you taking in a lot of revenue?"

"Business is adequate, Daddy. It's a very competitive industry. I've had some bad luck with pilots, and a few minor setbacks due to that. But once we have that plane back in the air-"

"Naturally." A hint of sarcasm crept into her father's voice. There was a long pause on the line, as neither bear seemed willing to break the silence. Finally, Gregory spoke. "Rebecca, you know that money is not an issue with me. But I warned you about this venture of yours, about the risk you're taking-"

"Daddy, I didn't call you for a lecture!" Rebecca hissed. ~Don't let him bait you!~ she urged herself. "Daddy, I - the business is fine, there've been a few growing pains but we're getting through them."

"Please, Rebecca!" her father sighed. "I'm not lecturing you, I'm being honest. I warn you about this venture of yours, and now here you are asking me for money to bail you out-"

"I'm _not_ asking you to bail me out!" the bearess protested. "I'm asking you to co-sign - that's all. I'll pay the bank back - don't you have any faith in me, Dad? You'll never see a dime taken from your pockets!"

Another long pause. "Rebecca, I'd be happy to do this for you. In fact, I would happily loan you money myself. I'd happily _give_ you money myself! I'd do it tomorrow, no strings attached-"

"But?"

A sigh. "I'm sorry. I can't in good conscience co-sign a loan so you can continue a venture I know is unwise and doomed to fail. Not when my granddaughter's future is at risk. All you have to do is come home to Winger City and I'll give you money, your old house, whatever you want. I'll give you a down payment for a better house - whatever you need!"

"Daddy! What I want is to finish what I've started and make this business work! _This_ is my home now!"

"I see."

"Daddy, I'm asking you to do this - for me. You know it wasn't easy for me to call you, don't you? All my dreams are here, Dad-"

"Becky... I'll give you money, as much as you need. Just as soon as you come home-"

"Oh, _Dad_!" she cried, exasperated. "So that's it? You're telling me you won't co-sign the loan for me?"

"I can't do it Rebecca. Not in good conscience-"

"Fine! I hope you and your conscience sleep very well tonight!" she interrupted bitterly. There was yet another awkward silence. "I suppose that's it then. Say good-night to Mom for me."

"Becky-"

Rebecca hung up the phone angrily. She was more angry at herself than her father - what he'd done was perfectly in keeping with his actions for her entire life. But she'd been the one stupid enough to call him...

She fell back on the bed with a weary sigh. She was in deep now, and she knew it. It didn't seem possible, the whole thing had felt so right - how could it end up so wrong? Weren't good things supposed to happen when you did what you believed in?

Baloo walked through the streets of downtown Port Wallaby, hands in pockets and mind deep in thought. He thought about his future plans, and even his dreams, when he dared to admit it. About that and the young man he'd left back at the Sea Duck.

Most of the last three months had been like a hazy dream for the pilot. His future was never planned more than a day or two in advance, as he mostly followed the trade winds hoping to find enough work to keep his stomach full. He couldn't recall _feeling_ much, one way or the other. Not much happiness, not much pain. It was almost as if he were in a kind of half-dead state.

There were worse things than that, he knew. He knew what real pain was. He'd had a taste of it in the last week, odd moments here and there as a sidelong glance at Tristan or a careless phrase from the cub caused stabbing pains in his gut. There had been other things in the last week too - other emotions, ones he hadn't felt in those three months. You couldn't have one, it seemed, without the other.

He was in an unfamiliar position now, a place he hadn't been in a long time. He could make decisions that would effect more than just the next two days. And effect more than just him. The boy he'd left at the Sea Duck showed no signs of wanting to go anywhere, and Baloo knew it. It was his move - the ball was in his court.

He found himself down by the harbor of this city he'd never visited before, and slowly walked along the water towards the docks and the cannery, where the Sea Duck was moored. He didn't like Port Wallaby - it had a cold, unfeeling bleakness to it. It reminded him of his life of late.

There were plenty of small-time cargo firms here, as in every port. There would be plenty of stray jobs for a good pilot with a good plane - he knew that. He could very easily keep going the way he was, just let the boy tag along if he wanted. It would be different - at least there'd be company for the long hauls. It would be easy.

He knew as he thought it that it was wrong. Tristan wasn't a thirtry-eight year old cargo pilot. This life - Baloo's life - wasn't a real one, not for Tristan. Baloo wasn't anybody's father, he knew that. He'd had a taste of it and that taste was bitter.

So what, then? There were options... There was Cape Suzette. There was his old friend Tommy - he might still have a job available, decent pay, a home, stability. It had a certain undeniable attraction. Coming home to the same place every day, the same face. Maybe faces. Maybe even Becky - Higher for Hire. She could still be hiring - why not? Maybe that taste, that feeling he'd felt in his gut so briefly - maybe it was real, it could happen for him, and for - for-...

He looked up and realized he was back at the Sea Duck. ~I've already known this kid longer than Kit!~ he thought suddenly, out of the blue. Strange, that felt wrong... He opened the cockpit door and climbed in. "Tris?" he called.

"Back here!" the boy replied. Baloo walked into the hold. Tristan was reclining on the top bunk, reading a magazine. "Hi Baloo!"

The grey bear's jaw dropped. He stared at the suddenly nervous cub. "Where - where did you _get_ that?!?" he hissed urgently.

"What? What?" Tristan stammered, startled.

"That hat!" Baloo snarled, pointing to the red and blue baseball cap on the boy's head, bill towards the back. "WHERE DID YOU GET THAT?"

"I f-f-found it! In the s-storage locker!" The boy was terrified, cowering against the bulkhead, as Baloo loomed over him, his face contorted. "I d-didn't know-"

"Damn!" Baloo cried, as he sat down in the bottom bunk, face in hands. "Take it off! Take that damn thing off!" he hissed.

"I'm sorry! Here, take it!" Tristan whispered, offering the cap to Baloo

"Put it away! Put it back where ya found it!" Baloo bellowed. The cub leapt down to the floor and stowed the cap back in the storage locker as the pilot sat, shaking, on his bunk. Tristan sat down on the floor, staring at the grey bear, a mixture of fear and curiosity in his eyes.

Neither bear nor tiger spoke or moved for several minutes. Finally, Tristan timidly raised his voice. "Uh, Baloo - are we leaving today, or-"

"No!" Baloo replied, face still hidden in his hands. "I gotta - I dunno. We'll stay put fer now."

"OK." the cub whispered. "Um - should I go get something to eat, or-"

"Whatever." the pilot barked. Finally, he uncovered his face and stood. "I gotta think, I gotta think... You do whatever ya want, I gotta think..." The pilot slipped out of the plane and walked away.

"Baloo? Baloo!" the cub called behind him, but Baloo didn't turn. He walked until he could no longer hear the boy's voice, then looked around him. He was in a small park of some kind. He sank down to the ground against a tree and ripped out handfuls of sod with his massive paw.

"Damn!" he muttered to himself. "Damn, damn... It ain't the kid's fault, not his fault, don't take it out on him! Not his fault..." A feeling of wrongness filled him, overwhelmed him. He was sick, hated himself with every ounce of passion in his body. How many more moments like this would there be? How many more tidal waves of regret and pain?

The image of Tristan living on the street filled his mind, and he winced. There was a gentleness, a naivete' about the cub - a helplessness. A toughness lacked, where Kit had endless resources of it. Seemingly endless. And now Tristan was sitting on Baloo's plane, waiting for him to return. The pilot pounded the ground in frustration.

Was this it, all his life was destined to be? Long periods of gray nothingness punctuated by brief flashes of searing pain? He wasn't sure how much more he could take. And he knew he could never look at the cub sitting on the Sea Duck right now and not see Kit's face staring back at him.

A flash of bitter inspiration hit the grey bear, and he stood with a sigh. He turned and got his bearings, then headed for the skyline of downtown Port Wallaby.

Wildcat knew something was wrong. There were the obvious things, of course - they still hadn't fixed the P-27, and their rented plane sat idle far more often than it should. Their latest pilot, a weary-looking coyote named Scott, had left town a few days earlier and Rebecca had made no move to replace him.

But the mechanic had noticed other things, too. He did that a lot - notice things. Folks never seemed to expect him to, but he did. And he'd noticed a change in Rebecca. She spent long stretches sitting in silence at her desk, staring into space. Usually she was busier than anybody he'd ever seen - always running around, doing this and that. He liked that -it was reassuring, knowing that whatever else was going on Rebecca would always be in motion, in action. Wildcat liked things that behaved like they were supposed to, all the time.

There had been several times when he'd thought seriously about talking with her, asking her what was up, but in the end he always figured it was none of his business. Stick to machines and engines - if there was anything he needed to know she'd tell him sooner or later.

"Hey Ree-becca!" he grinned, walking into the office with an old carburetor that he'd found in a junkyard. The least he could do was try to cheer her up... "I found this ol' carburetor somebody threw out. I figger, like, when we get the engine replaced we can keep this little guy around fer a spare, right? In case we-"

"That's nice Wildcat." she sighed. "I wish I'd listened to you when I first got here - things might be different now..."

"Whaddaya mean, Ree-becca?" he replied, puzzled.

"Sit down." she said.

That was always a bad sign, in his experience. "What's up?"

She smiled at him and patted his paw gently. "It's all over, Wildcat. It's about time I admitted it to somebody besides myself."

"Whaddaya mean, Man?"

Oh Wildcat..." she sighed. "It's just not working. We're too far in debt and we don't have the capital to make the upgrades we need to become competitive. If I try to ride this out, I'll just end up like Baloo - broke and foreclosed. At least if I cut my losses now I can get on with my life."

"Jeez Ree-becca - ya mean it?"

"Afraid so. The bank won't give us any more money, and if things keep going on the way they are I won't even be able to pay your salary, much less a pilot. I made too many mistakes - I thought I knew everything, and I didn't listen to the people who really did know this business-"

"Aw, that ain't true! Yer real smart, Man! Everything'll work out-"

"Maybe." she smiled sadly. "If it were just me Wildcat, maybe I'd fight to the last breath. But it's not - I have to think about Molly. And I can't dig myself a hole so deep even she won't be able to crawl out of it. It's time to cut my losses. The worst part will be facing my father - he'll be so forgiving, so sympathetic..."

The expression that flashed on Rebecca's face was one Wildcat had never seen before, and he didn't like it. "So - what're ya gonna do?"

She drummed her fingers on the desk absently. "I've already made some inquiries... This business has real potential - for someone that has the cash to do it the right way. I'm sure they'll keep you on, I'll make sure they know how good a mechanic you are. I certainly do."

"No, I mean like - what're _you_ gonna do, Ree-becca?" the mechanic asked patiently.

Rebecca looked at him for a moment, seeming surprised, then squeezed his paw. "I'll go back to Winger City with Molly I suppose. She'll never want for anything there, my father will see to that I'm sure. I'm really very lucky, you know? To have that to go back to, I'm really very lucky..." She stood and grabbed her jacket. "I'm going to go out for lunch today, Wildcat." She walked over to the door and turned. "Would you like to join me?"

"Oh, no thanks Man. I already ate." the lion replied. "Sardines and cream cheese on rye."

She giggled. "Wildcat, you can always make me laugh! See you later." She turned and was gone, leaving the mechanic alone in the office.

Another new owner to break in - no sir, he didn't like that at all. It was better if things stayed the same - He'd had Baloo there since before he could remember, and just when he got used to that, Kit had showed up. He really liked Kit. And then Molly and Rebecca. He liked them too. But they all went, one by one. He didn't like that at all. One thing you could say about an engine - it ran the same way every day, providing you kept it in good shape. If only people were the same way...

The sedan rolled along the busy downtown streets of Port Wallaby, slowly weaving it's way towards the outskirts of the central business district. Baloo sat on the passenger side, staring out the window, lost in thought. The driver was a serious-looking elephant in a black suit, who cast curious glances over at his silent companion every few seconds.

"You're doing the right thing, Mr. Baloo." he finally said as the car escaped the congestion of downtown and turned towards the harbor. "You should be-"

"Yeah yeah, I know." the big grey bear said softly. "Doin' the right thing."

"You say the lad stowed away on your airplane, eh?"

"Yeah." the pilot whispered.

"Amazing, what these youngsters get themselves into!" the elephant said, clicking his tongue. They drove for a few more moments, and the Sea Duck came into view, moored on the harbor in the shadow of the cannery. Baloo stepped out of the car, dreading the moments to follow. His feet felt like they were encased in cement. The elephant fell into step behind him.

When Baloo peeked his head into the cargo hold Tristan was in the lower bunk, absently leafing through a book. He looked a little sullen. "Hi Kid. Sorry I blew up at ya earlier." Baloo said sheepishly.

The boy's expression softened. "That's OK. No big deal. Listen, I was thinking maybe we could go-"

"Wait up Kid." the pilot sighed. He stepped aside as the elephant slipped past him onto the plane. "I want you ta meet somebody."

Tristan tensed immediately, eyes darting nervously between the two adults. "Hello Tristan." the elephant smiled. "I'm George Pachyman. Pleasure to meet you."

The young tiger did not shake the hand that was offered to him. "Who are you?" he asked warily.

"I'm-"

"Mr. Pachyman's with the Department of Child Welfare, Kid." Baloo interrupted. The boy tried to dart past him, but Baloo grabbed his arm and held him easily. "He's gonna help ya."

"You - you turned me in?!?" the boy spat. "Why?"

"Kid-"

"Young man, I want to help you." the elephant said soothingly. "You're not old enough to be on your own, you belong-"

"You bastard!" Tristan screamed at Baloo, who turned his eyes away. "Why did you do this? I thought you were my friend! How could you do this to me?!?"

"Doin' you a favor, Kid." Baloo mumbled. Pachyman grabbed the cub's other arm and Baloo walked up to the cockpit without turning.

"Bastard!" the boy screamed. "I hate you! You hear me? I hate you!"

"That's fine, Kid." Baloo whispered. "Whatever you need." He leaned back in the seat, eyes closed. He could hear the cub complaining and swearing as the elephant led him over to the car, but he didn't look. The car door slammed, and Baloo heard the engine engage as it sped off.

Without opening his eyes, Baloo started up the Sea Duck in a routine he knew so well he could do it in his sleep. Right now he just wanted to be as far away from Port Wallaby as possible.

Rebecca collected the last of her personal belongings from the office and gently placed them in a box. The deed of ownership would pass the next day, but that could be handled at the bank, and there was no point in sticking around here any longer.

Molly had taken the news badly - of course she would. The yellow cub loved Cape Suzette and had from the first day she'd been there. Who wouldn't? She wasn't old enough to understand about responsibilities yet. She was lucky.

Rebecca looked around the office, casting her mind back to that first day, all, those months before. Baloo had been abominable - rude, inconsiderate, condescending. But it hadn't mattered - she'd felt excited, energized, as soon as she saw the place. The feeling of _rightness_ was overpowering. As unfriendly as Baloo had been at first, Kit had been the opposite - charming, considerate... She'd loved him immediately, and so had Molly. She'd felt the pain that haunted him, sensed it. She was a mother. They needed each other.

And as for Baloo, well - she'd seen through him, too. He was part of the _rightness_, somehow. It had all been perfect. Messy, difficult, painful - but perfect. It was hard to believe it could all go so wrong, so fast.

She'd invested so many dreams in this place. It was the first time she'd ever failed, at anything. She didn't much like it. But then it was the first time she'd ever really _tried_ anything - anything really risky. That didn't make her track record very good.

She thought about Baloo and Kit for a moment - where they were, what might happen to them. It hurt to think about it. She thought about herself - where she was going. Maybe she'd been wrong all along. She been so _sure_ - if she followed her gut, did what she felt was right, it would all work out. Now she was going back to the life she'd fled once. It hurt to think about that, too.

At last she thought about what might have been, about possibilities. That was what she saw more than anything else when she looked around this old office. She saw them as clearly as if they were happening in front of her eyes, and it was glorious. It was everything she'd hoped for, everything she'd dreamed of. It was success, hard work rewarded, and people she loved. It was hers.

But it was a mirage. This was someone else's office, someone else's dream now. Not hers. She'd given dreams a shot, and now it was time to leave them behind for more fortunate souls to find and revel in. Maybe someone would find theirs here. She almost had, but not quite. Wiping away a tear, she opened the door and stepped out into the sunny afternoon, and closed it softly behind her.

Baloo flew for a long time, part of his mind absently monitoring the skies in front of him but most of it far away. He was surprised when the fuel alarm rang out, and jerked his attention back to the world of the senses. He looked around him - by a remarkable stroke of fortune there was a cluster of lights not far off the starboard side - A city. Land.

The port engine was completely out of fuel, but the starboard had a few drops left. He eased the throttle back as far as he could without stalling the engine and headed for the lights at a slow glide. He had no idea whatsoever where he was - he hadn't been paying the slightest attention to his navigation instruments.

The starboard engine struggled on and he managed to touch down on the water near a cluster of shipyards and docks. It could have been anywhere, and at the moment he really didn't care. He wasn't sure he'd ever care. Places didn't mean much, in the big picture. Not his picture anyway.

It was late - the sky was dark and the shipyards were all shut down. Baloo sat in the cockpit, listening to the waves gently lapping against the pontoons as the Sea Duck gently rocked in the water.

He made a decision. Wherever he was, that's where he was. It didn't matter. It was good enough. His life would be here, and he wouldn't let anyone hurt him again, not ever. People were trouble - they walked out on you, they hurt you. He knew that - he should have known it sooner, but at least he knew it now. And Tristan knew it too, thanks to Baloo. He'd done that cub a big favor by showing him what happened when you let someone get close to you...

So he was a wiser man now, he figured. It just wasn't worth it, those few moments of raw joy. The price was too great. He'd figured he was all paid up but the world didn't work that way, and every time he forgot the world taught him a lesson, to remind him. He'd had enough lessons. He'd finally learned.

He heaved his body out of the pilot's chair and into the cargo hold, feet like lead. He was weary, tired like he'd never been. He opened the storage locker and pulled out the red and blue baseball cap, which the tiger cub had dutifully replaced exactly where he'd found it. He'd held onto some things for far too long. It was time for a funeral for the old Baloo.

He stepped out the cargo door and onto the dock. He walked out as far as he could go, and stopped, staring down into the murky depths. Moonlight and stars reflected off of the rippling water, and he smelled salt. It was the sea, he knew that much. It seemed appropriate.

He held the cap out, over the water, but his fingers wouldn't let it go. His old self wouldn't die quite that easily - it was as if there was one more struggle left in it, and instead of releasing the cap his fingers clenched into a fist, crushing the fabric tightly. His hand shaking, Baloo slowly brought the cap to his face and held it there, blocking his eyesight but not his vision. He sobbed, but no tears fell.

He stood there for several moments, his body racked by sobs every few seconds, the old cap in front of his face. Finally, his arm stopped shaking, the sobs ceased and he breathed deeply. The war was over. He shut his eyes tightly and held his hand out over the water, releasing the cap, which fluttered slightly in the breeze and landed with a small, crisp splash on the water. He stood there for several minutes, eyes closed, as the receding tide gently carried the old cap away from him.

Finally the grey bear sighed deeply and turned and walked back down the dock and onto land. His gaze hard, he walked in a straight line, not sure where he was going but not particularly caring. It didn't seem to make much difference anyway - a place was a place. The old yellow seaplane sat impassively on the water, gently rocking in the waves.

"I'm here! I'm here!" Kit cried. "Don't go, don't-"

"Young man! Wake up!" Mrs. Newberry hissed irritably. "This is not a place for sleeping!"

Kit jerked his head up, looking around him wildly. "Where is he? Where's Baloo?!?" he almost shouted.

The librarian was startled to see tears on the boy's cheeks. "Mr. Cloudkicker! Are you all right?"

Kit stared at her, small sobs escaping his chest. This was so... confusing - what was going on? "Where - where am I?"

"The library of course! Are you all right, Kit? You've been crying..."

The cub brought his hands to his cheeks, feeling the tears. "L-library?!? But - Baloo! Rebecca! They were here..." A wave of panic raced through him, and he trembled violently.

"Take it easy!" the librarian said calmly, kneeling next to him and wrapping an arm around his shoulder. "You must have fallen asleep, had a dream-"

"Dream? No!" the cub hissed. A sharp memory flashed in his brain. "Mr. Bright! Where's Mr. Bright? He was here-"

"Who?" the librarian frowned.

"Mr. Bright!" Kit said desperately, more tears running down his cheeks. The images were terrible, they were real. They _had_ to be real! "Peter Bright - the new counselor, he was talking to me..."

"Mr. Cloudkicker - there's no counselor at this school named Peter Bright." Mrs. Newberry said gently.

"What?!?" Kit cried, aware at some level that he was in a library and shouldn't shout but not caring. "He was _here_! I talked to him, he held my hand-"

"No, Kit. We don't have any counselor named Mr. Bright." the librarian said firmly. "I think perhaps you'd better go see the nurse-"

"No! No nurse..." Kit whispered. "I'm - I'm all right... I just don't get it..."

"Well..." Mrs. Newberry said dubiously. "If you're sure. In that case you'll have to go to class-"

"Huh?" Kit gasped, racked by another sob. "Class?"

"Yes - what's you're seventh period class? You can't stay here-"

"Seventh period? What time is it?" Kit asked, his breath coming in ragged gasps.

"Almost two. You can still make it if you hurry-"

"Two?!?" Kit squeaked. "But - that's impossible! I - I - "

"Kit, you either have to go to the nurse or go to class, those are the rules." the librarian sighed. "I really think you should go to the nurse, you seem very-"

"No!" Kit panted, wiping his eyes. "I'll - I'll go to class, thanks." He picked up his books and got unsteadily to his feet.

"Are you sure?" the librarian asked, concern in her voice.

"Y-yes. Thanks." Kit whispered, exiting the library. He didn't want to see any nurse right now, no way... Even gym class would be better than that.

"Maybe I'm going nuts!" he mumbled to himself. Could he have dreamed it - was it possible? He closed his eyes, but that was worse - Rebecca and Baloo were there - lonely, haunted. Betrayed. He choked back a sob and leaned on a locker for support. He needed them now - he wanted someone to hold him, comfort him. He wanted to tell Baloo and Becky everything was all right, that he was sorry... But he was alone in the hallway, his ragged breaths the only sounds as all the other kids were tucked away in their classes.

~Higher for Hire is out there!~ he told himself urgently. ~It's there! You _know_ it is!~ But until he saw it, felt it... he couldn't be sure. He trembled again, and set off down the hall. Higher for Hire seemed like it was a million miles away from him. He couldn't shake the fear that he'd never see Baloo and Becky again - they'd be gone, and he'd be alone. ~It's irrational! Don't be a dumb kid, it was just a dream - a nightmare!~ he told himself. ~It was just a nightmare...~

TO BE CONTINUED