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.

Thanks, as ever, to all my buddies to numerous to mention! Couldn't have done this without you. Alyson, Elysabeth and Susie were especially indispensable with this fic - they helped me every step of the way.

I'm not sure just what this fic is - except big! It combines a lot of different elements, most of which I've never tried before. As ever, it comes from the heart, that's the one thing I can be sure of.

Elements of the story are from "Plunder and Lightning" by Mark Zaslove, Alan Burnett and Len Uhley. Thanks to them for their tremendous work on the greatest 90 minutes in American TV animation!

PROLOGUE

The boy was strange, there was no doubt about that. Knew more about airplanes that a kid that age had any right to - especially about planes as old as Baloo's Conwing L-16. He had that tough guy routine working, too - seemed bound and determined to keep the big bear at a safe distance. Still, Baloo knew a little about that routine himself...

Strange enough to be worried abut that kid anyways, Baloo thought. He had his plane to worry about. And the kid was trouble. Every instinct told him. 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.

"Hey - whoa there!" the pilot said, before he had a chance to think about it. The boy stopped and turned, staring at him expectantly. Baloo stood silently for a moment, unsure of what to say. What was he thinking? Strange - he 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 him expectantly...

"Of all the words, of tongue, or pen,

The saddest are these... It might have been."

--- John Greenleaf Whittier

PART I

The medical office was clean, neat and smelled of antiseptic - a scent which filled the hearts of all children with deep-seated unease. Kit Cloudkicker was no exception - he squirmed nervously as he absently leafed through a copy of "Gentlebruin's Quarterly" in the waiting room. This visit wasn't for his benefit, however - he was waiting, as those in waiting rooms are wont to do. Baloo was inside the examining room getting his annual physical.

Kit didn't fear much, as a rule. He'd been through too much in his brief life, seen far too much tragedy and pain to be afraid of the things that haunted the dreams of most children. He'd had more than his fill of doctors and hospitals lately though, and his recent attack of appendicitis and subsequent surgery (which the boy believed, in his heart, had taken him into far more dangerous territory than the loving adults in his life would admit to him) had left him with a heightened sense of how quickly and unexpectedly the body can break down.

Still, he wasn't really afraid for Baloo - surely the giant bear was indestructible. He was a rock, a mountain. If it wasn't for Becky's insurance company these physicals wouldn't even be necessary, the way he figured it. Just the same, he'd be happy the moment the grey bear appeared through the door and they could leave the office behind. It smelled like sharp needles and painful injections.

The cub tired of the magazine - seemingly nothing but ads for some new clothing line or cologne - and set it aside just as Baloo stepped through the examining room door, followed by the doctor, a serious-looking bespectacled elephant of perhaps fifty years. When he saw the boy, Baloo smiled and winked at him. Kit grinned back at him and stood, but the bear's smile seemed a little nervous to his sharp senses.

"Thanks Doc." the pilot said gruffly. "I'll see ya in a year."

"Take care of yourself Mr. Baloo." the elephant said sternly. "Remember - I need you to lose thirty pounds, and I'm very serious." Baloo winced, clearly preferring not to have Kit overhear the doctor's advice. "You're at the age where you need to start thinking about your heart, you know. Start exercising and cut down on fatty foods. I'm going to have Martha set up an appointment for you in three months."

"Baloo-" Kit started.

The pilot draped an arm around his shoulder and led him towards the door. "Don't worry Kid." he said soothingly. "Just call me with the appointment, Doc." he said a little irritably as they left the office.

"Baloo, what was that all about? Is your heart okay?"

The grey bear smiled down at his companion as he pushed the button for the elevator. "Ol' Baloo's fine, L'il Britches. Don't you worry. I'm as strong as an ox and twice as smart!"

"But Papa Bear!" the cub said dubiously, squeezing the pilot's paw. "Why did he say that, then? What's wrong?"

"Nuthin's wrong, Kiddo!" Baloo snapped. "You know doctors Kid - always lookin' around fer somethin' to worry about, lookin' fer repeat business if ya ask me. He said I was just fine, Kit. Just gotta drop a few pounderoos, that's all. You know me, L'il Britches - I kin take care o' myself, no problem."

"I guess." Kit said softly as the elevator opened onto the lobby. "Are you sure you're OK? He sounded-"

"I _tol'_ ya, I'm fine!" Baloo grinned, squeezing the boy close to him. "Don't worry yer little head about it, Kiddo. And don't tell Becky neither - she'd just get all jumpy about it too. Now I got a cravin' fer an ice cream sundae, L'il Britches! Let's head over to Honker's Drugstore and hit the soda fountain, whaddaya say?"

"Ice cream? But Baloo-"

"But nuthin'!" Baloo interrupted. "One little sundae never hurt nobody before." Kit looked up at his father with concern, but the big grey bear was whistling merrily, not a care in the world. The boy, on the other hand, felt distinctly uneasy.

Rebecca Cunningham normally enjoyed doing the books at Higher for Hire. She had a natural affinity with numbers, and it always gave her a measure of satisfaction to know she was saving the little company the cost of a hired accounting firm. That being said, she enjoyed it a lot more when the cargo business was making money. And that hadn't been the case often enough lately.

The reasons were many - the Sea Duck was an old plane, and expensive to maintain. And there was no way she could afford a new plane, even if she were willing to risk the wrath of her pilot, who loved the old yellow aircraft almost as much as he loved his son. The bank still owned most of the business as it was - she could hardly afford to take on any more debt.

Given the relatively high expenses the small company sustained, and the relatively small number of regular clients on their rolls, it didn't take much to push the little firm into the red at any given time. War was coming - by this time it was obvious, and many firms who had financial interests in Eporue were suddenly becoming much more conservative with their funds. It was costing Higher for Hire business - business it could ill afford to lose.

Still, there wasn't much point in worrying about it - they'd have to make do, just as they always did. Looking backwards was pointless. She'd made her choices and she'd live with them, just as she always had. With a sigh, she closed her ledger and gathered her papers together. Molly would be waiting for her at school, and she didn't want to be late.

The yellow seaplane taxied away from the floating pier at Louie's and lurched into the air. Inside the cockpit, loud voices rang out in discord, as the big grey bear at the controls engaged in a heated argument with his navigator, a small brown bearcub. "That's my final word on it, L'il Britches!" Baloo said in the exceedingly calm and reasonable voice he often used when he argued with his son, in spite (or perhaps because) of the way it infuriated the young boy. "That's just the way it is!"

"But Baloo!" Kit scowled, his still-breaking voice a strained squeal. "I really wanna do this! I can handle myself - I know I can! I'm fast, I'm agile-"

"Kiddo, football just ain't the game fer you!" Baloo said firmly. "Yer just - well, yer just not big enough Kid! I don't wanna see ya get hurt, is all. Maybe when yer older-"

"Older, older!" Kit seethed. "Baloo, I took care of myself with air pirates, street thugs - what's a few big kids in pads compared to that? Football's the biggest sport at school and I wanna play!"

"Kiddo, I'm yer Daddy, an' it's _my_ decision!" Baloo replied, a trace of anger creeping into his voice. "You got yer flyin' ta think about - ya need two good arms fer that, and what if somethin' happens ta yer back or somethin'? I've seen a lot of little kids who thought they were tough get hurt-"

"I'm not a little kid! I'm almost fourteen!"

"That ain't what I mean, Kiddo!" the grey bear sighed, exasperated. Why couldn't the boy understand? "Yer not a little kid - but ya _are_ little, Kid! You ain't hardly had a chance to grow yet. Some kids just grows faster'n others is all. Football's a serious business, L'il Britches. I don't wanna see ya get hurt, that's all. We're a family, an' bein' healthy's the most important thing."

The brown cub threw up his hands, exasperated. Baloo was only too glad to apply rules to Kit that he'd never apply to himself. He'd had enough - he wasn't about to give the fat old fool the satisfaction of lording it over him any further. ~He can force me to do what he says,~ the cub thought, ~but I'm sure not going to let him enjoy it!~ He folded his arms and turned to stare out the window.

They flew in silence for a few moments, until finally Baloo glanced over. "Aw, c'mon L'il Britches! There's plenty o' other sports... Don't be sore about it!" The boy continued to stare silently out the window. "Fine, be that way!" the pilot scowled. "What would I expect from a little kid anyways?"

"Takes one to know one!" Kit muttered under his breath. Baloo glared challengingly at him, but the boy continued to stare balefully outside. The rest of the flight to Cape Suzette passed in awkward silence.

Rebecca glanced at her watch and back at the door again. An hour late, already. No one was more tired of the constantly repeating argument about promptness that was sure to ensue when Baloo walked through the door than she was. She hated Baloo for putting her in the same position, over and over - ignore his constant tardiness and the effect it had on business, or subject all of them to the same old fight. Not to mention squeezing Kit in the middle. A poor set of options, at best.

The familiar drone of engines filled the air, and the plane splashed down for a landing outside. Rebecca braced herself and sighed. What would it be this time - air pirates? Sperm whales? Didn't Baloo realize he was insulting her by heaping those lame excuses on her, over and over? The door opened, but before she had a chance to open her mouth, Baloo and Kit were inside, the cub slamming the door behind him. Without a word, he stormed up the stairs and another door slammed, this time the bedroom. "Baloo!" she gasped. "What in the world-"

"Mind yer own business Beckers." the pilot mumbled, settling into his chair.

She frowned. Get involved or not? As if she didn't have enough of her own to worry about... "Baloo, Kit's obviously upset - what's the matter?"

"Nuthin', Boss-lady! He's just sulkin', that's all."

"Sulking? That doesn't sound like Kit. What about?"

"Awww!" the pilot grumbled, waving a hand dismissively. "Kid just don't respect me as his dad, that's all. Thinks he knows best, all the time. Well, I'm his daddy, ain't I? I gotta decide what's best for 'im. An' every time I do, he gives me grief..."

Rebecca sighed. This was a problem never seemed to go away - it was born out of Kit's independence and both bear's obstinacy. Naturally she, as the lone adult in the house, would have to set things right. "Baloo, I don't know what this is all about, but-" the phone rang, and she frowned and reached for the receiver. "Hold that thought!" she snapped at Baloo as she picked up the handset. "Hello? Yes, this is Rebecca Cunningham."

Baloo scowled. "Woman thinks she's so danged smart!" he mumbled under his breath. "Tell me how to raise my kid..." A note of alarm in Rebecca's voice jerked his attention to the desk.

"Yes!" the bearess was saying. "How did it happen? My goodness! Yes, of course, or course! I'll be right there!"

"What is it, Beckers?" Baloo said, standing. "Everything OK?"

"Molly's had an accident." she replied quickly, reaching for her coat. "She fell off the jungle gym, at school!" She headed for the door quickly, a look of intense concern on her face.

"Wait! Is - is she OK?" the pilot asked, grabbing his cap in his hands.

"I'll let you know!" she called, racing out the door and slamming it behind her. Baloo started to say something, then fell helplessly back into the chair.

"Does it hurt much?" Kit asked sympathetically, as Molly sat next to him at the table, her chin covered in bandages.

"A little." the yellow cub said softly, with a minimum of mouth movement. "The doctor said I can't have no real food for a week!"

Kit squeezed her shoulder and smiled. "I guess that means all the milkshakes you can handle, Pigtails! Sounds pretty good to me."

"Yer just tryin' to cheer me up!" the girl mumbled, stating the obvious.

Kit chuckled. "C'mon Kiddo, it won't be so bad..."

"So that's that, Baloo." Rebecca told the pilot, who sat across the desk from her, staring at the two cubs. "The oral surgeon said that the procedure went fine, and her adult teeth should come in without any problems. She's lucky there wasn't any damage to the nerves or anything."

"That's good Beckers." the grey bear said softly. "Bet the little gal was pretty scared, huh?"

"Of course. But she's tough. She'll be fine." Rebecca sighed and sat back in the chair, eyes closed.

"Whassa matter Beckers? Ya said ever'thin' should be just fine-"

"I know." the bearess replied. "It's just that this whole procedure isn't covered under our medical policy, Baloo. It's considered dental work, and I don't have dental insurance."

"Never thought about that." Baloo mused. "Why not?"

"Of course you haven't." the woman replied testily. "I _have_ to think about it Baloo - _I_ have no choice. Do you have any idea how expensive medical insurance is for a company with only three employees?"

"Well... no, actually. I never really worried about that stuff-"

"Why doesn't that surprise me?" she laughed bitterly. "Well, I'll tell you this Baloo - it's a good thing you were covered when Kit had his appendicitis, because if you weren't... Well, I don't even want to think about it."

The pilot looked down guiltily. "Yeah... Like I said, I never thought too much about that stuff before - before Kit an' all..."

"Well, I'm glad we had the coverage Baloo, and I'm glad Kit's better now. But Molly's dental surgery wasn't covered, and I have to find a way to pay for that, out of my own pocket. Medical insurance was so expensive I couldn't afford dental. I gambled, and I lost."

How - how much did Molly's stuff cost Becky?"

"A lot." the bearess said grimly. "A lot. And we're not exactly swimming in black ink right now, between you and me."

"Jeez, I'm sorry Beckers." Baloo frowned. "I had no idea things were so bad... But the important thing is, Molly's gonna be OK, right?"

"Yes, that's the important thing, Baloo." Rebecca sighed, glancing down at her balance sheets. "I need to go down to the bank this afternoon. Will you watch Molly for an hour or so?"

"Sure Beckers, no sweat."

"Thanks." she said, rising. "Oh, and what time is Kit's concert tomorrow?"

"Is that tomorrow? I thought it was Wednesday!" Baloo frowned. "I fergot all about that concert..."

"Yes it's tomorrow Baloo!" she scolded. "He's only been talking about it all week. What time is it then - or don't you even know?"

"I know, I know!" he scowled. "Seven o'clock, Wednesday, junior high auditorium. Remember it clear as day!"

"What's the matter?"

"Oh, just some old friends. Giving me some concern."

"Old friends, eh? What do you mean?"

"Just some personal favorites of mine. Lot of spirit, lot of determination. But a lot of pain, too. They've suffered a lot, all of them. And sometimes they forget what they have."

"They always forget. It's part of who they are, you know that. It never changes."

"They're not all the same though, and you know it."

"Of course not. But they all share certain things-"

"Of course. That doesn't mean we can't take a special interest, though. And it gives me pain to see these ones in pain."

"You always were a softie, weren't you? So what - are you gong to intervene?"

"I was thinking about it..."

"Big gamble! You only get one intervention you know-"

"Of course."

"Well, you'd better be sure, that's all. You've always been a little trigger-happy."

"Maybe. But these ones are fragile. Let them drift to far and they might never find their way home again. And a lot of threads run through them."

"Well, it's your decision. I know you'll act with your heart."

"With any luck, so will they..."

"So then I says to Stinky, I says, 'That's the ugliest pig I ever saw!' And Stinky sez, That's no pig - that's my mother!'"

"Ha! Baloo, you got a million of 'em!" the tan dog laughed. "You got more stories than Khan tower!"

"You know it Man!" the big grey bear chuckled. "Hey Louie - howzabout a couple o' more mango fizzes over here, my man?"

"Comin' right up, Cuz!" Louie grinned, busily preparing drinks. The dinner rush was in full swing, and the club was rapidly filling with masses of laughing pilots. On stage, the house band was swinging through a rousing samba number. "I say Big Daddy - I don't need no paid entertainment when I got you in the joint!"

The tan dog in the bomber jacket who shared Baloo's table glanced at his watch. "Holy cow - six-thirty! Hold off on that mango fizz, Louie - I gotta pull chocks. Baloo, a pleasure as ever!"

"Yeah, you too Ace!" Baloo shouted at the departing figure. "Say Louie - throw a couple burgers on the fire for me too, wouldya? Ol' Baloo's gettin' a little hongry!"

Two more pilots sat at Baloo's table as the noise level in the club picked up even more. "Say Baloo - where's that pint-sized navigator o' yours? Usually sticks to ya like glue!" the first asked.

"Kid's back in town, Pardner." Baloo grinned. A frown crossed his face.

"Whassa matter Big Guy?" the other pilot, a strapping panther in a Khan uniform asked. "You look like you swallowed a bug!"

"Nuthin', nuthin'." Baloo muttered. "Just think I'm fergettin' somethin'..."

"Here ya go, Fuzzy!" Louie bellowed, sliding two burgers and a mango fizz in front of the pilot. "Man, the joint's rockin' tonight! Ain't had a dinner crowd like this fer weeks!"

"Yeah man, some blowout!" Baloo laughed. It felt good to kick back and relax like this.

The Khan pilot's companion, a red fox in a grey flight shirt, slapped Baloo on the back. "Hey Baloo - howzabout a song before ya start eatin' those burgers? Get the party really rolling!"

"Yeah Cuz, why not?" the orangutan laughed. "Always give 'em what they want!"

"Sure!" Baloo chuckled, lumbering towards the stage. "Play somethin' boys, anythin' with a beat!"

"Where _is_ he?" Kit asked, pacing nervously and glancing at his watch. The boy wore a blue suit that was slightly too large for him and a red and white striped tie.

"I don't know, Honey." Rebecca said gently, seated in the easy chair with the sleeping Molly on her lap. "You know, we're going to have to leave soon if you're going to get there on time..."

"No!" Kit protested. "I don't - I mean - I want Baloo to be there! This concert is real important!"

"I know, Kit. I'm sure he'll be here... It's just that it's getting late-"

"Doesn't he know how important this is?" Kit growled angrily, sitting at the table. "I worked really hard for this, Miz Cunningham! All that practice... Where _is_ he?"

Rebecca sighed. "I'm sure he's - delayed, for some reason. Maybe he had engine trouble or something..." ~How ironic this was!~ she thought. ~The boy won't buy it for a minute...~

Kit pounded his fist on the table angrily. "I worked so hard... Doesn't he care?"

"Of course he does, Sweetie-"

"Funny way of showing it!" the cub growled. "Oh, man! It's after six-thirty! Why isn't he _here_, Miz Cunningham?"

"I don't know, Kit, I just don't know." she sighed, sliding Molly off her lap and onto the chair. She walked over to the table and placed a paw on the cub's shoulder. Thank goodness she was here - what if Molly and herself hadn't been going? She didn't even want to think about that. "Honey, we have to leave, if you're going to make it on time. Maybe he's running late, and he'll meet us there-"

"Maybe." Kit muttered. "I worked so hard... Let's just go." The boy grabbed his trumpet case and headed out the door without another word. Rebecca scooped up her daughter in her arms and followed him outside.

Baloo glanced at his watch - eight o'clock! "Man, this party's got outta hand!" he muttered. "Better head back - Kit'll be worried!" He threw back his eleventh mango fizz, wolfed down his fifth burger and headed for the door with a wave at Louie.

"You were wonderful Kit - just wonderful!" Rebecca grinned, squeezing the cub's arm as they rode back to Higher for Higher in a taxi. "Your solo in "Ode to Joy" was just terrific!"

"Thanks Becky." the boy said glumly, with a forced smile.

"Yeah Kit, you were real good!" Molly echoed. "Can you teach me how to play the trumpet like that sometime?"

"Sure, Pigtails." Kit said softly, loosening his tie. He stared silently out the window. He'd been looking forward to this concert for weeks, but he felt hollow now that it was over.

Rebecca looked over at the cub. "I'm sorry Baloo didn't make the concert, Kit. I know he would have if he could - he must have a good reason..."

"Don't bother Becky, it's OK." the boy sighed. "I guess it just wasn't as important to him as it was to me."

"Don't say that! I'm sure-"

"Don't make excuses for him. We both know what he's like, Miz Cunningham. You say it every day - irresponsible, childish, selfish-"

"Kit - please!" Rebecca frowned. He was right, of course, she _did_ say it every day - and in front of Kit too. She began to wonder about the wisdom of that. "I know what I say about him, but when it comes to you he's different, he really does care. He's just-"

"He cares, huh?" Kit said bitterly. "He's got a funny way of showing it."

"Mom, is Kit mad at Baloo?" Molly piped in.

"No Honey, he's just upset that's, all - aren't you Kit?" her mother asked pointedly. The boy merely sat, staring impassively out at the harbor as the taxi pulled up outside Higher for Hire. Kit slipped out as soon as the vehicle stopped and headed wordlessly into the building. Rebecca slipped the driver a bill, scooped Molly into her arms and followed him inside.

By the time she was inside Kit was already seated at the table, chin in hands. "He's still not here, Miz Cunningham. Can you believe it?"

Rebecca sat Molly, who by this time was nearing sleep, onto the easy chair and walked over to join him. "Kit, it's after eight-thirty! He really should be here by now... I hope nothing's happened-"

"Come on Becky! This is Baloo we're talking about, remember? It's me! I know what he's like, it's not like I don't notice."

Rebecca squeezed his paw and frowned. It was inexcusable - the fat bear should be here by now, concert or no. "Kit, I just don't think you should talk about him that way - he _is_ your father after all."

"You talk about him that way often enough." Kit whispered, eyes shining. Silently, Rebecca hugged his head to her shoulder and smoothed his fur gently. After a moment, the familiar sound of the Sea Duck's engines finally broke the silence and the old seaplane touched down alongside the dock.

"Howdy!" Baloo grinned, loudly bursting through the door. "Hey Beckers, Molly. What're you doin' here?"

"Hi Baloo." the yellow cub yawned. Kit and Rebecca sat at the table, glaring silently at the pilot.

"Hi Pigtails. Hope yer feelin' better. Man, you wouldn't believe the party at Louie's, L'il Britches! The place was goin' crazy! It was - Kit?" The boy shot one last glare at Baloo and silently tromped up the stairs. Baloo watched his departing form until it disappeared into the bedroom. "What's with him, Becky? And what's with the monkey suit?"

Rebecca's jaw dropped. "I can't believe this, Baloo! I tried to defend you, but now-"

"What? What is it?" the pilot asked irritably. "I know I'm a little late, it's no big-"

"Baloo, we talked about this yesterday, don't you remember? Have you forgotten already?"

"What? Fergot what? Why cantya just give me a straight answer-"

"The concert!" Rebecca fumed. "Kit's concert? Your son?"

"Concert? That was Wednesday - I know it was!" Baloo protested.

"Today _is_ Wednesday!" she hissed. "You idiot - I tried to defend you, to Kit - and he was right all along!"

Baloo slapped himself in the forehead. "Damn! I can't believe - I was sure that was tomorrow. I'm sorry, Becky, I just lost track-"

"I don't think it's me you should be apologizing to, Baloo!" she said pointedly.

"Yeah yeah, I know." he replied, looking up the stairs. "It was an honest mistake, that's all..."

Rebecca visibly controlled herself, casting a glance at Molly. "Come into the kitchen, _please_!" she hissed, walking into the small room, Baloo at her heels. "You're really something, you know that Baloo?" she said quietly, but menacingly.

"Aw, don't pop an artery, Boss-lady!" the grey bear scowled. "It was an honest mistake, ain't that big a deal-"

"No big deal? Baloo, it's bad enough that you missed something that you _knew_ was important to Kit. Do you have any idea how hard he worked for tonight? How long he practiced? Do you have any idea how heartbroken he was when you didn't show up?"

"I said I was sorry..." the pilot said doubtfully.

"He wanted to impress you, stupid! He wanted you to be proud of him! No sir, that's bad enough. But I'll tell you what's even worse - do you know what time it is? Do you have any idea?"

"About eight-thirty I guess..."

"It's ten to nine, buster. And you have a thirteen year-old child! That means if there hadn't been a concert tonight, if I hadn't been here, he would have been home alone, all night! With no idea where you were, of course, since you never called. That's not an acceptable option, Baloo. It's just not acceptable!"

"I know-"

"And let's talk about the concert, shall we? What if we hadn't gone with him - say I was busy tonight - what then? Your thirteen year-old son would have had to go to this concert by himself - alone. And make his way home by himself, afterwards. Not to mention he'd have had nobody there for moral support - before _and_ after the show. What about that?"

"But you _were_ here, weren't ya Becky?" Baloo said defensively. "So there's no point in talkin' about what might or could-"

"Ooooh!" the bearess raged, balling her paws into fists. "Don't you understand? Kit's _your_ son! He's not mine! I love him, but I have problems of my own - a business, a daughter. I'm not always going to be there and it's not fair for you to expect me to be! You screwed up, Mister, any way you slice it. You screwed up big-time tonight. You let Kit down, and you left me holding the bag - but never mind me. I'm a grown-up, I can handle it. You let your son down. He wanted you, he had every right to expect you, and you weren't there."

"I get it Becky, you kin stop-"

"_Do_ you get it, Baloo? Do you really? This isn't a game. You can't leave your son alone all night and not tell him where you are. What if I weren't around - what if you were just flying free-lance somewhere, on your own - what would have happened then, when Kit got sick? Would you have thought about insurance, any of that? Would you? I hope you understand, Baloo, I really do. Now I think you should go up there and apologize to your son. I have to take my daughter home and put her to bed. Good night."

Baloo watched her, slack-jawed. "Talk about overreacting!" he grumbled as she scooped up Molly and headed out the door. "Just went to a little party is all!" With a deep sigh, he started up the stairs.

He poked his head into the bedroom, where Kit sat cross-legged on the bed, absently holding one of his model planes. He had changed out of his suit and into his familiar green sweater. "Hey, L'il Britches." the grey bear said softly, sitting down next to him. The cub said nothing, but almost imperceptibly slid a few inches away from the big bear.

"Sounds like a great party." the cub said softly.

"Aw, it was OK." Baloo chuckled. "Hey Pardner, I'm real sorry I missed yer show. It was an honest mistake-"

"Tonight was important to me, Papa Bear." Kit said bitterly. "I worked really hard - it's the last concert at school."

Baloo grabbed his cap and squeezed it between his paws. "Yeah, I know Kiddo. I'm real sorry. I just lost track of the days is all..."

"How?" Kit asked, staring up at him for the first time, eyes shining. "How could you lose track? You must've known how much this... - I mean, I talked about it every day!"

"Hey Kid - I said I was sorry, don't gimmee such a rough time, OK? Let's just go have an ice cream an'-"

"That's not good enough!" Kit hissed, squeezing out a tear. "This was important to me, and it should've been important to you too. All you ever think about is yourself!"

"Hey!" Baloo scowled. "That's enough! I work hard, if I wanna go to a party at Louie's once in a while that ain't no crime! I _said_ I was sorry!"

"Is that what's important? Your free time? Well, I'm sorry if the concert was an inconvenience!"

"Kid, that ain't what-"

"Well, _what_?" Kit shouted, hurling the model against the wall, where it shattered with a deafening crash. "You always do this - you screw up and then you think you can just apologize and everything will be fine, I have to forgive you! Well it's not fine!" The cub fell back onto the bed and rolled over to face the wall.

The pilot looked at Kit's back, as the boy lay breathing heavily from his outburst. "Kid, don't ya think yer overreactin' just a little? Kid? Yer not being very grown-up about this..." He put his paw on the cub's shoulder and squeezed gently.

"Go away." Kit said softly, without turning.

"Kit-"

"Just go away. I wanna be alone." the boy said sullenly. With a shake of the head the big bear stood and headed down into the kitchen.

"Yes... Yes, thank you anyway. I understand. Certainly. You too. Good-bye." Rebecca hung up the phone with a sigh and sat down at her dining room table, a swathe of financial reports and ledgers spread out before her.

"Whassa matter, Mom?" Molly asked softly, still unable to move her jaw freely.

"Nothing Sweetie. Just business is all." Turned down for a loan, by her own bank!

"You look sad, Mommy." the yellow cub said. "Is business bad?"

"No Honey!" she laughed. "Business is fine, we're just going through a little dry spell, is all." She spread out the papers before her - Molly's dental bill, nearly $700, no insurance to cover that. Barely enough shipments to cover her expenses, and with the war coming on... She might need to start thinking about military contracts soon, as much as she wanted to avoid them. "Say Molly - which would you'd rather do - the Junior Cubs trip to Royal Canyon, or your piano lessons?"

"I wanna do both!" the girl said quickly.

"I know, Baby, but I don't want you to have too much to worry about, you've got school too - maybe you should pick one or the other."

"We don't have enough money for both, do we Mom?"

Rebecca forced a smile. "Maybe we will Honey. Maybe we will, let's just see. But just start thinking, okay? Just in case Mommy decides you have to choose."

Molly set her jaw resolutely. "OK Mommy. I don't hafta do both, I'll decide."

"Good girl!" Rebecca whispered, squeezing the cub in a hug. ~The girl shouldn't have to choose, she thought to herself. ~I got to do what I wanted, when I was her age. I guess I shouldn't be surprised...~ She sat back down to go over the books again, desperate to find a few dollars savings somewhere. If anything were to happen to the Sea Duck now, a major repair...

The phone rang, causing her to start momentarily. "Who is it now?" she said irritably. "Too much work to do... Hello?"

"Hi Miz Cunningham, it's Kit." the cub's voice said from the earpiece.

"Hello Kit, what's up?" she sighed. "Is everything OK?"

"Yeah, it's fine. Baloo's not back yet."

"Well, I'm sure he'll be back soon, Sweetie. What can I do for you?"

"Well... I dunno. I'm kinda - I guess I'm... worried..."

"Worried? About what?" she replied, trying to keep the impatience out of her voice. She wasn't in the mood for this now...

There was a pause. "Um - Baloo and I - we kinda had a fight last night, after you left, and... Becky, I - I don't know. I just don't feel right, it's... Darn!"

She sighed. "Kit, I know you're worried, but everything will be fine, I promise. Baloo just needs to think things through a little, and he'll see that he was wrong. I'm sorry, I don't mean to rush you but I have a lot-"

"I'm sorry! I didn't mean to bother you, I know you're busy. I'll go-"

"It's no bother, Kit. It's just that with Molly's accident and all, there's a lot to do, and I've fallen behind on the business paperwork. I'll see you tomorrow, all right? Everything will be fine."

"Sure." the cub said quietly. "I'll see you tomorrow Becky. Thanks."

"Bye, Kit. See you tomorrow." She hung up the phone, feeling slightly uneasy. She_ had_ rushed the boy... But she had too much to think about right now. He wasn't her son - he had to work things out with Baloo, on his own, sooner or later. She wouldn't always be around...

Kit hung up the phone with a sigh. "Shouldn't have called her!" he mumbled to himself. "Didn't even know what to say - bet she thought you were a babbling idiot!" He propped his chin on his hands dejectedly. He felt very alone, all of a sudden. Higher for Hire seemed very big and empty.

Baloo glanced at his watch, then back at the sky around him. Only about ten minutes from home. He felt no anticipation today, only dread. There would be long, awkward silences, and he dreaded those. Complicated, that's what life was. It used to be simple. Now it was complicated. From one crisis to the next.

"How are things?"

"No better. Worse, even."

"So that's it then, eh?"

"Not necessarily. They could still work things out-"

"I know you. You're not one to sit back. You've gotten too involved with them to sit back and watch them suffer."

"Well, as I told you they're very fragile. The woman does my work for me, a lot of the time - but even she's drifting into choppy waters. As for the others - there's so much pain there... Anything's possible."

"So you'll do what you have to do."

"I suppose I will."

Kit finished chopping the scallions and swept them into the salad bowl. He was determined to make a real effort and meet Baloo halfway - maybe a small gesture could help to smooth things over. All he knew for sure was he'd hated his life for the last couple of days - anything had to be better.

"Hey, Britches." Baloo said with a tight smile as he tromped through the door.

"Hey Papa Bear. I made dinner. You hungry?"

"That's one question you never need to ask me, Kit!" the pilot chuckled, tossing his hat onto the table. "What you got?"

The boy carried several dishes to the table. "I made a salad, and some chicken and baked potatoes." he grinned cheerfully.

"Fried chicken?"

"No - just baked. It's healthier Papa Bear. Good for you."

Baloo half hid a scowl. "Jeez, Kid - it's real nice of ya, to do that. But salad, baked chicken - that just ain't Baloo food, Kid. I gotta have somethin' a little more... fillin', yaknow?" He rose and headed for the kitchen. "I think I got some pizza in here, and there was a cherry pie too-"

"Fine." Kit said, barely audibly.

"What?"

"I said, _fine_!" the cub hissed. "Whatever you want, I'm just trying-"

"Aw, what is it _now_?" the pilot sighed, arms loaded with food. "It's gettin' so's I can't say nuthin' around here without gettin' jumped on!"

"What about your doctor? What about what he said - less bad food, exercising? Don't you care?" the boy said accusingly.

Baloo set his feast down on the table. "Kiddo, like I tol' ya, them doctors is just after repeat business. Besides, life ain't worth livin' if ya don't do the stuff ya like! An' I like eatin' pizza an' cherry pie!"

"Fine. That's how it works, huh?"

"How _what_ works?"

"Everything!" Kit seethed, arms folded. "When it's me, all you can say is 'Bein' healthy's all that matters! Can't take no chances!' But when it comes to you it's too much trouble, so you just do what you want?"

"Is this about that stupid football thing again?" the pilot replied testily.

"It's about everything! It's - it's... Don't you get it?"

"No! I don't get it! So tell me!"

Kit stared at the door, not wanting to look the big bear in the eyes. "I shouldn't hafta tell you, Baloo. But you don't care about anything that's important to me - even if it's you. All you wanna do is whatever you feel like doin'."

"How many times I gotta say I'm sorry about that stupid concert? I'm sorry!"

"You just don't get it!" the cub said softly, clenching his eyes shut. "It's not about the 'stupid concert'. It's about everything. You just don't get it at all..." the boy stood from the table and headed for the stairs.

"Where ya goin'?" Baloo yelled. "What about yer dinner?"

"Not hungry."

"Kit - wait! Look, I'm eatin' your food, see? I'm eatin' the chicken! Kid? Damn!" the boy disappeared into the bedroom. Baloo pounded his fist on the table, setting the plates jumping with a clang. "Can't say anything around here! I'm sick of it!" he growled, pushing the chicken away. He picked up his fork and started on the cherry pie.

"Hey, Ree-becca!" Wildcat grinned, storming through the door and into Higher for Hire, greasy cloth in one hand and greasy wrench in the other.

"Yes Wildcat, what can I do for you?" the bearess asked testily, looking up from her expense reports.

"Well, it's about the carburetor on the Sea Duck. Did Baloo tell ya about it?"

She closed her eyes. "No Wildcat, he didn't. Perhaps you'd like to tell me now?"

"Oh! Well, that's weird, y'know, 'cause we was talkin' about it this morning, and he was sayin', 'Wildcat, ,what are we gonna do about this carburetor', and everything. And then Kit walked by on his way to school, an' Baloo said 'Hey Kit', and Kit didn't say-"

"Wildcat!" Rebecca snapped. "Please - just tell me about it..."

"Tell ya about what, Man?"

"The carburetor!" she exclaimed.

"Oh yeah!" the mechanic grinned. "You're gonna need to buy a new one of those."

"What?! Why?"

"To replace the old one." Wildcat said seriously.

Rebecca banged her head on the desk hard enough to cause a sharp pain. Either that, or the conversation had caused it... "WHY Wildcat? What's wrong with the old one?"

"Well, you got bad corrosion in the centrifuge on the carburetor on the starboard engine Ree-Becca. Only a matter of time before we lose her, and then... Poof!"

"Poof?"

"Poof. You lose the engine, the gas doesn't go all around to the little parts and the engine says 'Help me, I'm thirsty...'"

"All right, I get it..." she sighed. "How bad is it? Why did you let Baloo fly with it this morning?"

"Oh, it'll be OK for a week or so, I've seen it a jillion times. But after that it'll go out fer sure. Gonna need a new one."

Rebecca buried her face in her hands. "Thanks Wildcat. Please leave now, all right?"

"Sure thing Miz Cunningham. You don't look so hot - you should take better care of yerself. Oh! It's two o'clock, time for 'Space Rangers'! See ya later!" With a cheerful wave the mechanic breezed out of the office.

"This is all I need." she muttered. "New carburetor, that's two hundred if it's a dime. Old plane, pilot who can't deliver on time, mechanic who can't speak English, and a navigator..." she shook her head, eyes closed. "This is all too much. Just too much..."

She stood and walked over the safe. She turned the dial and slid the heavy door open to stare at it's contents. "Two dollars." she chuckled. "Two dollars and a sack of peanuts. Hey! What's a sack of peanuts doing in there?" Shaking her head, she slammed the safe shut and trudged slowly back to the desk. "A hundred thousand a year. Who needs that? Certainly not a single mother with a six year-old child..."

"Excuse me - Rebecca Cunningham?" a soft voice called, jerking her attention to the figure standing in front of her desk, a tall white hawk in a black suit and tie.

"I - I'm terribly sorry..." she stammered, flustered. "I didn't hear you come in-"

"Quite all right." the raptor smiled warmly. "May I sit down?"

"Of course!" Rebecca smiled, sitting behind her desk as the man sat across from her. She couldn't tear her gaze away from his eyes - they were deep, dark and penetrating. She felt distinctly uneasy, vulnerable. "What can I do for you, Mr. - Mr..."

"Bright. Peter Bright. A pleasure to meet you."

"Rebecca Cunningham." she smiled, shaking his hand. A burst of electricity shot through her body at the touch, momentarily startling her.

"Are you all right?" the hawk asked, sounding concerned.

"Y-yes, I'm just fine. What was it that I can do for you, Mr. Bright?"

"Yes, I was interested in your service, I have some business, and perhaps you will be able to help me with it."

"Of course!" she smiled. They could use all the new business they could get right now... "What did you have in mind?"

"Please don't think me forward Miss Cunningham, but - you seem distressed. Is there anything I can help you with?"

Rebecca arched an eyebrow, surprised at the question. "No, that's quite all right Mr. Bright-"

"Call me Peter."

"Peter! It's Rebecca, by the way. In any case, that's quite all right Peter-"

"Of course, I don't mean to pry." the man grinned. "It's just that, in my experience, one always feels better after discussing things, and I hate to start any new business relationship when you're feeling ill at ease. And I'm in no great hurry - I have all the time in the world."

Rebecca laughed in spite of herself at the man's bizarre behavior. There was something about him - she _did_ want to tell him her troubles. It would feel so good to tell someone - everyone was forever bringing their problems to _her_. And who better than a total stranger, who she'd in all likelihood never see again?

No - it was silly. "That's quite all right Mr. - Peter. It's just been a rough couple of days, my daughter had an accident..."

"That's a shame, Rebecca. Children are a great responsibility, are they not? A great worry, but a great joy as well."

"Yes, they certainly are! Do you have children, Peter?"

"Three, Rebecca. Is your daughter all right?"

"She's fine." Rebecca smiled, aware that she was slipping into a discussion of her problems, but lacking the desire to stop. "She's just had to have some dental surgery, but she's fine. Of course, we're a very small company, and we don't have any dental insurance, so that was quite a financial hit."

"I can imagine." the hawk said intently. "Surely there's no planning for such emergencies? They go hand in hand with children. There's nothing you could have done, is there?"

"No, no." she replied, again a little surprised by the question. "Of course, accidents happen with small children. It's just..."

"What?"

"Well - it's just that sometimes I wonder if I'm giving her the best possible life, you see. It's not easy running a small business, as you can imagine, I'm sure. Especially in these times. She has to go without things, sometimes. Things I never had to-"

"I'm sure it is difficult. But you're providing the best possible life that you can for her, I'm sure." he smiled, grasping her paw reassuringly.

"Of course." she frowned. She waited a moment, but the man did not release her hand from his warm grasp. "But I've made choices, you know. For myself. And I wonder sometimes if I chose with her best interests at heart."

"How do you mean?"

Rebecca stared at the man, who returned her gaze impassively with his soft, dark eyes. ~What the Hell - in for a penny, in for a pound~ she thought to herself. "I had other opportunities, Peter. Other options, that would have led down very different roads. I just wonder if Molly wouldn't have been better off."

"Hmmm..." the hawk nodded. "I can understand that Rebecca, I know all about those other roads you describe. I think everyone does, even if they don't always know they know it. I'd be very curious to hear more - as I said, I have all the time in the world."

"How very strange!" Rebecca laughed. "Why not? My roads all seemed to go through my father, I suppose..."

"Of course. So much of what we are we get from our parents, I find."

"Yes - yes, I think that's quite true."

"And yet, there's always a desire to make our own way, to forge our own path. It's not easy to seperate one's emotions from such decisions, is it? We confront them from such an early age..."

"Quite right." she nodded. "At least with me it was."

"How so?"

"Well, my father was - is - a very successful businessman. He's owned his own company since I was a very young girl. Younger than Molly. And of course, since I was his only child, I was always very involved in the business. The fact that I had a natural affinity for it made that even easier.

Of course, I was very flattered, he was my father, I loved him, and he wanted me to be involved in his life. Who wouldn't be?" Rebecca continued, finding herself getting caught up in a story she had never repeated aloud before, as though she were listening to it as she was saying it. "So I helped out in the business until I went to college - Hartmouth - and I spent six years - well, five and a half, I graduated early - getting a Master's degree in business administration. And then I went to work for Dad - for real.

I met my husband David not long after that - he worked for Dad too. Molly came along soon after. So I worked when I wanted, David was successful, and everything was fine for a couple of years. Then David died. That changed everything, of course. I kept working for Dad, when taking care of Molly allowed, but after a while I started to ask questions...

Molly was abut five by this point, and I knew that something had to change in my life. I felt that I'd been building to something - that I had something to contribute. I'd taken some time off, during the summer, traveled around, just to assess things, give myself time to think. Or so I thought. But one of the places I visited was Cape Suzette, where I was born. It held a special magic for me, an attraction...

After I came home to Winger City, I was pretty confused to say the least. I was having dinner at my parents house, it was a Saturday, I remember..."

"Looks like Molly's asleep." the black bear said, smiling at the small yellow cub curled up on the easy chair in the Cunningham's living room. "Are you sure you're feeding her well Rebecca Darling? I mean, if-"

"Oh Mother!" her daughter said testily. "You see how she bounces off the walls! She's

five years old. Of course she falls asleep."

"I suppose." Kayla Cunningham sighed. "I'm a grandmother, it's my perogitive to worry."

"Don't be silly, woman." her husband scolded, seated between the two ladies on the couch. "Save your worrying for matters that deserve it."

"Whatever you say, Gregory." she chuckled. "Rebecca - you've been awfully quiet all evening - is something bothering you?"

"No." her daughter said quietly. "I suppose - well, never mind."

"What? What is it?" her father asked.

She squeezed his arm. "I don't know, Daddy. I suppose I'm just feeling restless. Bored. I worked so hard for so long, in school - and now I don't put any of it into use..."

"You just need a man in your life." her father said confidently.

"Greg!" his wife scolded.

Rebecca arched an eyebrow wearily. "I don't think so Dad. I think I need some new challenges, new goals, new... _something_. I need change."

"My business isn't challenging enough for you?"

"Of course it is! That's not what I mean... But you know, Dad - you always make the important decisions for Cunningham Holdings. You always have, and you do it well. You could find anyone to push papers around that office like I do-"

"That's not true!" Gregory protested. "You're very a unique and vital part of the team, Rebecca. Not to mention your future stake in the company-"

"Of course, of course..." Rebecca sighed. "Unique and vital..."

"What do you have right now?" Rebecca asked, phone in hand. Through the kitchen window, she watched Molly playing in the back yard sandbox.

"Well." the voice on the earpiece mused. "There's a dry cleaning business - foreclosure imminent. 2000 square foot space-"

"No - that's not me. What else?"

"Rollison's Delicatessen. Let' s see... Twenty-five years at the location, gross income last year of-"

"No." Rebecca interrupted. "What else?"

"What exactly are you looking for, Miss Cunningham? Perhaps it would help if-"

"I'll let you know when I hear it. Keep going, please."

The voice sighed. "Very well. Let me see... Bearington, a small securities firm - perhaps, given your father's business, that would be a possibility? No? Two more restaurant spaces... Hardware... An air cargo service... Haberdashery... Steam-"

"What was that last one?" Rebecca interrupted.

"Haberdashery? A hat shop-"

"No no! The one before that... Cargo?"

"Hmmm. Yes, 'Baloo's Air Service'. An air cargo firm, I wouldn't recommend this one though. Finances look terrible, virtually no customer base. It's a terrible industry too - air cargo is a fad, they'll all settle back on trains and steamships once the novelty wears off, it's common knowledge-"

"That's the one." Rebecca said confidently. "Air freight. That's the one. What are the specifics?"

"Miss Cunningham, surely-"

"Please! The specifics?"

Another sigh. "Yes. As I said, the finances are terrible. The bank will be foreclosing on the property and the airplane as well. 15 Harbor Drive, Cape Suzette. Oh dear, a Conwing L-16. Hardly state of the art, Miss Cunningham. There's a three thousand dollar lien on the deed, you'd have to have your decision by Thursday - that's when the bank puts the deed for sale."

"Thursday? That's it Mr. Speendecker. That's the one. You've already approved me for the loan?"

"Yes, yes or course, Miss Cunningham. But surely, given your father's financial resources you'd rather-"

"Mr. Speendecker." Rebecca said impatiently. "You said, did you not, that my credit had been approved? And three thousand is within the limit's that you've authorized?"

"Yes Miss Cunningham."

"Fine, fine. I'll let you know by Wednesday, Mr. Speendecker. Thank you." With a small smile, she cradled the receiver. This one felt right, somehow. Air cargo - there was a future there... Her future?

"What?" Gregory Cunningham shouted in disbelief. "Cape Suzette? Air cargo? Becky, have you been drinking?"

"Daddy!" Rebecca shouted in reply. "Be calm! I think it's a very good business opportunity-"

"Opportunity! Opportunity for disaster..."

"Rebecca, this is awfully sudden. Why now?" Kayla asked gently.

Rebecca fell back on the sofa with a sigh. "It just feels like the right time, Mom. A new start, a new life. Something that I can grow - that can grow with me, and Molly. I just love Cape Suzette, it'd be like going home, in a way..."

"Rebecca." her father said, with exaggerated patience. "Surely you realize that your future is here. This company is well-established, successful. It can provide for you, provide for Molly. For the rest of your lives. Why risk all that for some pipe dream, some nebulous kind of 'new start'..."

"Because I want to, Dad! You built this company, you made your dream happen! Don't I deserve the right to do the same?"

"I built this company because I had nothing! I built it to survive, to provide for Kayla, for you. I nursed it through a war, a depression. It's _here_, now. For you to risk Molly's future-"

"Greg!" Kayla warned.

"She's _my_ daughter!" Rebecca hissed.

"Yes, yes she is." her father nodded. "But she needn't ever have to worry about her education, her future. You had all of those things - what right do you have to risk her access to them? Don't you owe her the same privileges that you had?"

"Don't I owe her a future she can believe in, Daddy? Don't I owe her a mother who feels proud of what she's doing with her life?" Rebecca said dubiously.

"Rebecca Darling... I think it's time I formalized your position with the company. David is - he's been gone a few years, Molly will be going to school... How about a vice-presidency, a seat on the board of directors? You're ready for that, you've proved it here today-"

"Oh Daddy, can't you see that isn't what this is about?" she sighed. He merely cast a puzzled frown in her direction. She looked for support, as she so often had, to her mother, but was met with only a weak smile. She didn't understand, neither of them did. It was her life, didn't they see?

Her life - and Molly's too. There was no net, not where she was thinking of jumping. Did she have the right?

"Hello Mr. Speendecker. It's Rebecca Cunningham." the bearess said softly.

"Yes Miss Cunningham, how are you today?" the banker's voice replied.

"Fine, just fine..."

"I've taken the liberty of drawing up some loan papers for you, and made some preliminary inquiries about the lien on the air service you were considering. While I still advise you to consider carefully, I am prepared to make a formal offer as of tomorrow."

"That - that won't be necessary." Rebecca sighed.

"Indeed? A wise choice, I must concur. A very promising small clothing company has recently come to my attention-"

"No, Mr. Speendecker. I've decided to stay on here in Winger City... I appreciate your assistance, but I won't be pursuing the loan at this time."

"Very well, Miss Cunningham." the banker replied, a little smugly. "Of course, should you reconsider I would be most pleased to assist you."

"Yes, I'm sure. Thank you very much. Good-bye." Rebecca gently set the receiver down and closed her eyes. Molly sat at the table, messily devouring a bowl of cereal. Rebecca opened her eyes and watched her for a moment, too tired to stand. Her limbs felt listless, heavy.

"Whassa matter Mommy?" the five year-old asked, milk caked on her cheeks.

"Nothing Molly, nothing at all. Mommy's going to be starting her new job at Grandpa's office tomorrow, isn't that exciting?" she sighed. "My first day. My first day..."

The office was a colossal mess - dirty clothes, rotting fruit, old pizza boxes and newspapers were everywhere. A 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 - a small brown bearcub, twelve years old and dressed in a worn green sweater. 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 a 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!" the cub said, with a hint of smugness.

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

The pilot opened the door to reveal a well dressed opossum. "Good morning, I'm-"

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

"Wait!" the opossum called weakly. "I need a pilot... Oh well..." Tucking his briefcase under his arm he departed with a shrug.

"Do you always treat your customers that way?" the cub asked, frowning.

"Only when I got a tah-reasure to fetch!" Baloo chuckled. "C'mon Kit - Louie's is callin'..."

"And we're gone!" the boy grinned, slapping the grey bear's hand and following him out to the yellow seaplane. Baloo easily leapt up into the cockpit, then reached down to help Kit in after him. "Thanks." the boy smiled, strapping into the navigator's chair.

Baloo looked out of the corner of his eye at the boy, who's gaze was darting about the cockpit, busily registering the location of the controls and instruments. He smiled, involuntarily, and a feeling not unlike pride crept into his chest. "Uh - care to start 'er up, Kiddo?" he asked slyly.

"M-me?" Kit gushed. "Boy - thanks Baloo!" He bounced out of the chair and tentatively reached for the controls, his small paws trembling a little. "Um... Magnetos on... Set mixture... Throttle up... Okay?"

Baloo laughed and scratched the beaming cub on the head. "Yer an Ace - L'il Britches! Real good! Now let's hit the skies!" The pilot backed the plane away from the dock and into the open waters of the harbor, then sped into his takeoff.

Kit felt the lurch of the plane as it left the water with a thrill that ran through his entire body. He was flying! He peered out the window, amazed again, as he had been the day before, by the overwhelming splendor of Cape Suzette. He'd never seen anything like it in his young life.

The cub stole quick glances at Baloo, who whistled softly as he guided the yellow seaplane towards the cliffs that guarded the city. 'L'il Britches' - what was that name? The big fellow had used it yesterday too... It was weird! Strangely though, he found himself liking it - a lot. The pilot had a manner, a way about him - it was different than anyone he'd ever known. Baloo glanced over and caught the cub staring. "Boy, this sure is a great plane, Baloo!" he said to cover his embarrassment.

"Sure is." the pilot chuckled. "How come you know so much about airplanes, anyways?"

The boy glanced quickly down at his feet. "Oh, uh - I dunno. I guess I read about it, y'know, in books..."

The grey bear frowned, puzzled by the cub's sudden nervousness. "Some books! You wanna try the stick again fer a little while?"

"_Can_ I?"

"Sure" Baloo grinned, that same unfamiliar feeling growing in his chest as he watched the boy gingerly take hold of the wheel. "Easy, easy now L'il Britches! Just feel 'er respond, Kiddo. A little touch is all ya need..."

Kit's fingers were beginning to ache from gripping the wheel so tightly. He forced himself to relax his hold a little. "Which way is Louie's, anyway?"

"Heh heh! Made the trip a thousand times, Kid. Turn twenty six degrees port and hold 'er steady. Y'know, I could teach ya to read maps an' such sometime, if ya want Kiddo-"

"Thanks!" Kit replied, smiling a private smile, gently banking the plane to port. "Thanks - fer lettin' me fly - or even just steer. You don't know how long I've dreamed of this..."

"No sweat." Baloo grinned. "You got a real natural touch, Kit."

"Thanks!" the boy beamed, beginning to relax a little. He flew in silence for a few moments, revelling in the feeling of the massive aircraft beneath him, and wrestling with feelings he'd never felt before. "Baloo, I - thanks fer savin' me yesterday. You didn't even know about the treasure, or anythin'-"

"Hey, I'da done it fer anybody, Kid!" the grey bear answered. Kit looked a little crestfallen. "But yer special, Kit - even an ol' fool like me could see that!" he added, squeezing the cub's shoulder gently.

Kit smiled sheepishly and glanced over at the pilot for an instant. "Thanks. Anyways, you didn't even know about the treasure, and you still stood up for me. Even though it coulda cost you yer plane. Um... why?"

"I dunno, Kid." Baloo said thoughtfully, placing his feet leisurely on the dash. And, in truth, he _didn't_ know. "Just seemed like the thing ta do, Kiddo. I - you... I dunno."

"Well, thanks!" Kit said gratefully.

"Yer welcome." Baloo said softly. He watched the cub for a moment, admiring the ease with which he seemed to grasp the feel of the plane. "L'il Britches, I gotta ask - how'd ya get that ol' jewel? I mean, the air pirates is chasin' ya for it an' all..." Kit's face froze into a hard glare, and he watched the sky straight ahead, not looking at the pilot. It was the same mask Baloo had seen on the boy when they'd first met, at Louie's. Somehow, the pilot could see past it at a glance. "Kid? I think I gotta right ta know after yesterday, huh?"

The cub sighed deeply, and Baloo was momentarily stunned - the brown cub looked, for that instant, like an old man, all of the innocence and vitality drained from his face. The sight was like a hard punch in the gut to the big bear. "Please... I can't tell you. Don't make me tell you-"

"It's OK." Baloo blurted out. He was overcome with a desire to comfort the cub, an unfamiliar, puzzling feeling. "No big deal-"

"Don't make me tell you, OK?" Kit pleaded, eyes shining. "Please..."

"Hey - you tell me when yer ready." Baloo said reassuringly. He unstrapped and put the autopilot - a large crowbar - on the wheel. Guided by instinct, he knelt next to the boy. "I dunno what's goin' on with you an' those pirates, but you tell me when yer ready, OK? Don't you worry about them, L'il Britches. They can't hurt ya now. We're buddies, pals - we're a team! From now on, you're with me - OK Kiddo?"

Kit released the wheel, tears welling in his eyes, his instincts at war, feelings of gratitude to this strange man overwhelming the shell he'd erected around himself. He wrapped his arms around the pilot's neck and rested his chin on the bear's huge shoulder as Baloo nestled his arms around him. It felt like the most natural thing in the world, even though he'd only known the pilot for a day. "Thanks... Papa Bear." he whispered, revelling in the warmth and strength of the grey bear's embrace.

"S'okay L'il Britches." Baloo chuckled, startled to find the boy trembling a little. He held him tightly for a moment, sensing Kit's need for his closeness. He unwrapped his arms from the cub and stepped back, startled again to see the boy's eyes moist with tears. He smiled awkwardly. "Uh - guess I better take the wheel, huh Kid?"

"Yeah!" Kit whispered, discreetly wiping his eyes. "Guess we'll be at Louie's soon, huh?"

"Sure will." Baloo echoed, unsure just what exactly had transpired. "Sure will."

"Little boy Baloo!" Louie called gaily as the big grey bear swept through the bamboo doors of his club. "What's shakin', Man?"

"Not much Louie. Howzabout a couple Krakatoa specials fer me an' my friend here?" the pilot grinned, approaching the bar.

"Howzabout you pay yer tab, Cuz?" Louie laughed. He saw Kit's small form behind Baloo's back, and his friendly eyes flashed hard for a moment. "Uh - who's yer pal, Baloo?"

Baloo hoisted Kit onto a bar stool and placed a friendly hand on Louie's shoulder. "This here's Kit Cloudkicker." Kit held his hand out gingerly.

"Listen, Kit..." Louie began, stiffly, "I run a nice friendly club here - I don't like trouble, and after yesterday-"

"He's with me, Louie." Baloo smiled, hand still on Louie's shoulder. Kit held his breath. "He's with me."

The two old friends locked eyes for a moment, then the orangutan cracked a smile and looked down at Kit. "Well, any friend o' Baloo's is a friend o' mine, Shortstop." He clasped the cub's paw gently. "Two Krakatoa specials comin' right up."

Kit exhaled at last, and smiled at Baloo. "Thanks, Papa Bear."

"No sweat Kid." Baloo leaned over and whispered in the cub's ear. "Now - where's that ol' treasure?"

"Follow me!" Kit beamed, hopping lithely down from the stool and leading the pilot up the stairs.

"Oh man, I feel a fortune comin' on!" Baloo grinned as the boy reached inside one of Louie's tiki masks and grabbed the box Baloo had seen him carrying the day before.

"Ta-daa!" Kit said proudly, opening up the box and showing it's contents to the pilot.

"Well, pop my peepers!" Baloo gasped, as Kit beamed. "She's a beaut! C'mon L'il Britches, let's go show this rock to ol' Louie."

"Right!" Kit agreed, and followed the big bear down the stairs and back to the bar, where the ape was happily singing to himself as he placed two lit sparklers in each of the mammoth ice cream sundaes he was preparing.

"Here ya go, Cuz! Two Krakatoa specials!"

"Thanks, Louie. Say, could you give us a bead on this bauble? Like, what's it worth?"

"Sure, Cuz." the ape replied, taking the jewel from Baloo. He whipped out a magnifying glass and proceeded to study the rock closely. "Oooh! Aaaah! Yowza!!"

"Yeah, yeah?" Baloo asked eagerly. "How much is 'yowza'?"

"Yeah!" Kit chimed in. "In round numbers!"

"Nothin', Cuz." the ape answered, tossing the jewel to Baloo. "Nada. Zero. Zilch! It's _man_ made, Man!"

"Aw, nuts!" Baloo growled, hurling the shiny red stone into the wastebasket.

"Aw Baloo - I'm _sorry_!" Kit said sheepishly, hanging his head.

"That's OK Kid." Baloo said gruffly, grabbing the two sundaes and trudging to a table, where he sat with a pained sigh.

Kit sat next to him, eyeing the sundae hungrily. Despite his disappointment, he stared at the ice cream as if hypnotized, then picked up the spoon and began devouring it rapidly. "Whoa - slow down L'il Britches!" Baloo chuckled ruefully. "Yer gonna swallow the spoon if you ain't careful."

"Sorry Baloo." the cub said, mouth full. "It's just - I haven't seen ice cream in a real long time." Baloo arched an eyebrow and stared at the boy thoughtfully, slowly eating his own sundae.

After only a moment the boy had devoured the entire Krakatoa special. He pushed the dish away and put his chin in his hand glumly. "I still don't get it, though. If the rock's _worthless_, why did Karnage steal it from Shere Khan?"

Baloo jerked his head up at the mention of the richest man he - or anybody else in Usland - knew. "Shere Khan? Is that a fact..." He stepped over the wastebasket, which by this point was emitting a pulsing red glow. He reached inside and grasped the stone. "Yeeooww!" he bellowed, as a blinding flash lit the room and he was thrown back several feet.

"You OK Baloo?" Kit gasped, bending over the pilot's prone figure.

"Whew-eee!" Baloo whispered, holding out his throbbing hand. "Mebbe that night light is worth somethin' after all..." The stone had ceased emitting the glow, and the pilot gingerly reached in and picked it up. Feeling no shock, he pocketed it. "C'mon Kit - let's head on back to town."

"Sure, Baloo." the boy answered, still a little shaken from the events of the last few moments. With a wave at Louie, the two bears departed the club and headed for the Sea Duck.

"When we get back to Cape Suzette, we'll pay Mr. Khan a visit!" Baloo said thoughtfully. "Maybe there's reward moolah..."

"Right Papa Bear." Kit smiled. Baloo looked at the cub's face thoughtfully as he lifted him into the cockpit. 'Papa Bear'? That would take some getting used to... Still, it had a nice ring to it. He liked the way it sounded. Both bears strapped in and within a few moments the Sea Duck was a tiny dot on the horizon, disappearing into the distance on it's journey to Cape Suzette.

From the opposite direction, _several_ tiny dots were appearing on the horizon. Within a few moments they were revealed to be small aircraft - CT-37s, armed with machine guns. They were all biplanes, except for one - the plane that flew at the head of the formation, a black tri-wing craft. At it's controls sat a red wolf in a striking blue uniform.

"Here we are, my plundering wonders - Louie's! Mad Dog! Search the area for that accursed yellow seaplane!" the wolf barked into his radio.

"Right, Cap'n!" a droopy-faced weasel whined in reply and banked his plane to fly a low loop around Louie's place.

"Find them! Find them!" Karnage hissed maniacally as he circled high above. " I want that boy..."

"They aren't _here_ Cap'n!" Mad Dog whined into his radio.

"Curses and _more_ curses!" Karnage snarled. "Very well. We will search every port and every city in the south Pacific until we find them, yes-no? San Flamingo, New Fedora, Cape Suzette - I want them found, my men! I want that stone - _and_ the boy..."

The yellow seaplane splashed down alongside the dock at Baloo's Air Service. "Home again, Kid!" Baloo whistled cheerfully as he delicately landed the old craft under Kit's admiring eyes.

"Home?" Kit whispered, feeling the fur on his neck stand up a little as Baloo said the word. He hadn't used that word for a very long time - hadn't even heard it... The grey bear stepped out of the cockpit and lifted Kit to the dock.

"Hey Baloo!" a cheerful voice called from one of the small buildings adjoining the main structure. A smallish lion in a filthy white coverall walked over to them, carrying a wrench. Kit watched him curiously.

"Hey, Wildcat!" Baloo grinned. "I wantcha to meet a new buddy o' mine - Kit Cloudkicker. He's gonna be joinin' us fer a while. Kit, this is Wildcat - best mechanic on the seven seas!"

"Pleasure to make yer acquaintance, Kit!" the lion said with a friendly smile. He enthusiastically shook Kit's paw in his greasy one.

"Uh - thanks, you too." the boy smiled, looking for somewhere to discreetly wipe his hand. His mind still rang with Baloo's introduction - 'Joinin' us for a while'...

"Hey Baloo, some guy was here ta see you. He left this, Man." the mechanic said, handing Baloo an envelope and disappearing back into the little building.

"Oh man..." Baloo hissed, ripping open the envelope as Kit wiped his paw on the grass. "Oh no! 'As you did not make your minimum payment this morning, your deed was officially put up for public sale. If a buyer is found before you make the payment, all rights of ownership will pass to that person.' Holy shamolies..."

"Well, that's what the guy told you yesterday, Baloo." Kit said gently. "All we can do is go see Khan first thing tomorrow and hope there's a reward, and then go to the bank. No offense but... I don't think they'll be lined up around the block to buy this place."

"I resemble that remark..." Baloo said gruffly. "Still - mebbe yer right, L'il Britches. Only a crazy person'd wanna buy this business. C'mon, ol' Baloo'll rustle up some grub, let's head inside..."

Baloo tossed the dirty dishes on the pile in the sink, shooing a few flies out of the way. Kit sat at the table, silently finishing up his dinner. Baloo watched him curiously, from a distance. ~Haven't been around a kid in ages.~ he thought to himself. ~ Sure is weird. Kid's kinda skittish - spooked-like. Lotsa stuff he's not tellin' me, too... Still, this morning, on the plane... What was that all about? Poor kid, he really almost started cryin' there, didn't seem to wanna let me go when I was huggin' him. Let's just see how it goes...~

Kit sensed the pilot watching him and turned. Baloo smiled and winked at him. "How's that sandwich Kiddo?"

"Oh, it's.. fine, Baloo, thanks!" the cub smiled. In truth, the sandwich was quite - disconcerting... but the big bear was trying to do his best. ~This is weird.~ Kit thought. ~Bein' here, with him like this... Does he want me here? He asked me to stay... It's not like last night - today he acted like he wanted me here for good - but what did 'for a while' mean? Don't get too caught up, you don't know this guy! You don't know what's gonna happen, just play it cool. Sure was nice though, on the plane... He just let me alone, didn't make me tell him... He even seemed worried about me! Let's just see how it goes...~

The grey bear whistled into the living room and slapped the needle on the record on the gramophone. A jazzy beat filled the room, and the pilot snapped his fingers and danced a little jig. The cub laughed at the sight. "Oh - so ya think that's funny, do ya?" Baloo challenged jovially.

"No!" Kit giggled. "You just seem to be enjoying yourself..."

"That's what it's all about, L'il Britches." Baloo sighed, sinking down into the easy chair. "Havin' a good time, that's what life's all about. Good plane, good food, good tunes, good friends. That's all Baloo needs."

"An' three thousand dollars." Kit said wryly.

"Well - that too." Baloo admitted, closing his eyes and stretching out. Kit stood and carried the dishes to the sink, holding down a shudder of revulsion as he did. He stood and silently watched Baloo for several moments as the bear reclined, softly snapping his fingers to the beat of the music.

Finally, the boy slowly walked towards the big bear, feet moving as if under their own volition. "Um... Baloo?" he asked tentatively.

"Yeah Kid - what is it?" Baloo yawned without opening his eyes.

"Um - can I squeeze in?"

Baloo opened his eyes, a look of surprise momentarily flashing across his face. He studied Kit impassively for a moment, as the cub stared sheepishly down at his feet. Finally, he smiled. "Sure L'il Britches - plenty o' room!" he said gently.

Kit slid into the chair next to the grey bear, still looking down at his feet. "Thanks, Papa Bear." he smiled, as the pilot draped an arm around his shoulder. Kit rested his head on the crook of Baloo's arm and closed his eyes as the music filled the room.

Out on the harbor, shards of mist filled the sky, partially blocking out the crescent moon that hung above. On the gently lapping water a small gondola approached the cliffs, three figures inside. The standing figure, a red wolf in a striped shirt holding a long pole, was singing off-key. "O, solo MI-o, O so-do YOU-o..."

Suddenly the boat was bathed in bright light, and a voice boomed from the darkness. "Who goes there?"

"O the police-o, stay very calm..." the wolf sang softly.

In the stern of the little boat, a large dog in a top hat grinned upwards, a stunningly ugly weasel in a long dress in his arms. "Er - uh - Good evening, officers!" he shouted in a thick Dandiscavian accent.

"Scoozi, Signori!" the wolf grinned. "The younga lovers - the need their _privacy_ - Si?" The searchlight clicked off. "Grazie, Signori!"

He propelled the boat along with the pole for a few moments, then reached under and engaged the motor, and the craft sped towards the city. "Arrividerci, Coppers!" he snarled. "Now, to find that plane!"

"Aw, but there's a million of 'em in Cape Suzette, Boss!" the weasel whined.

"Then we will search every one!" the wolf snapped, slapping him across the face. "Until we find that boy..."

Kit was dreaming of Krakatoa Specials when a gentle hand on his shoulder shook him to wakefulness. He blinked his eyes and looked around, momentarily disoriented, then saw Baloo's smiling face looming over him. "Rise and shine, L'il Britches!" the pilot grinned. "It's the early bird that worms the best deal!"

"Oh yeah... Shere Khan." the boy yawned, stretching his arms as he realized he was in the hammock. ~How did I get here? I fell asleep in the chair. He must have carried me...~ he thought. He rolled out of the hammock and nimbly jumped to the floor.

Baloo pulled the red stone out of his pocket and stared at it greedily. "I'll bet we get two hundred bucks fer this sparkler!"

"D'you think it's smart just walking into Khan's office with it?" Kit asked dubiously.

Baloo hesitated. "Say... Yer right, L'il Britches!" He headed towards the kitchen.

"Whatcha doin'?" the cub asked, following close behind him.

"Better leave the jewel here." the pilot said slyly, slipping the red stone into a drawer. "Wouldn't wanna tip our hand to soon! C'mon L'il Britches, we got a date with a typhoon!"

"Right Baloo!" Kit giggled. following the grey bear out the door. The man had a ..._way_ about him - somehow everything he did felt like an adventure.

"Say, uh... ain't kids supposed to eat breakfast or somethin'? You hongry L'il Britches?"

"I'm fine Baloo, thanks." the cub grinned.

"Well, we'll stop and get ya somethin' after we see ol' Khan. Hopefully we can get ya somethin' really expensive..."

The sun was creeping into the eastern sky, illuminating the Sea Duck in a glowing light, when a small boat putted through the water towards the yellow seaplane. "Look!" Karnage gasped. "This is it!"

Shere Khan's office was stunning - like nothing Kit had ever seen in his young life. It was a mass of thick, leafy foliage resembling an indoor jungle. Adjacent to the door were two sculptures built into the walls, which fed water out into large fountains. Opposite the door a seemingly impossible distance away was a massive window, which provided a sweeping view of the city spread out beneath them. In front of the window was a huge desk.

And behind that desk stood Shere Khan himself - every bit as impressive and intimidating as his office. The tiger was huge - as tall as Baloo, with a barrel chest. He wore a perfectly fitting blue suit and an expensive-looking red tie. At this moment, he stood facing the window impassively, hands behind his back, as Baloo related their story.

"So you see, Mr. Khan Sir - if we _could_ get the stone back, what _might_ it be worth to ya?"

Kit's attention fell to the desk, where an extremely sharp-looking silver letter opener sat. Reflexively, the boy picked it up, tossing it about in his hands, feeling it's heft. It was almost like a little sword. Playfully, he shadow-jousted with it, striking out at invisible enemies...

"Well, Mr. Balloon..." Khan was saying.

"That's _Baloo_."

"Mmmyes." the tiger said softly. He grabbed Kit's thin arm in a huge paw, grabbing the letter opener away from him with the other. The cub, startled, sought shelter behind Baloo's massive back. "That 'stone' as you call it is actually an electrical alloy, developed by my scientists. I'll make it worth your while to return it... What would you say to a hundred?"

"Only a lousy hundred bucks?" Baloo scowled.

Khan arched an eyebrow imperiously. "A hundred _thousand_ lousy bucks!"

"Dollars?!?" Baloo and Kit gasped simultaneously. "Just sit tight, Shere Baby!" the pilot grinned. "We'll be back faster than you kin say 'Sea Duck'!"

The tiger leaned back impassively on his desk, watching the two bears rush out of his office and onto the elevator. "Heh heh. It's worth _fifty_ times that..."

Kit and Baloo were dancing on air as they sped back to Baloo's Air Service. "We did pretty _good_, huh?'" Kit beamed proudly as they approached home.

"Haha!" the grey bear chuckled. "A hundred thousand smackers! Now I can buy my plane back and get that bank off my case!" He held the door open for Kit regally. "Let's grab that sparkler and-"

"Baloo!" Kit gasped as he stepped into the building.

"Wha?" Baloo hissed. "My gosh! What happened?" The place was an even bigger mess than usual - boxes overturned, drawers emptied, windows smashed. "Uh oh!" the pilot snarled, dashing into the kitchen. "Damn!"

"What?" Kit whispered. "The - the-"

"The stone's gone." Baloo growled. "Musta been those dang pirates... How am I gonna get my plane back now?" Kit sat glumly on an overturned box, burying his face in his hands as the pilot stormed angrily about the room. "Blasted pirates... scourge o' the skies ... Kit! What's the matter?"

"Oh, this is all _my_ fault!" the cub moaned.

"Whaddaya mean?" Baloo asked, puzzled.

"Aw... those pirates were chasing _me_, Baloo! I led 'em right to the stone, I never should've got you involved..."

"Don't sweat it Kid, it's only money!" Baloo said gently.

"But what about your plane?" Kit whispered. A look of determination crossed his face. "Come on!" He grabbed the big bear's arm and dragged him towards the door.

"Whoa, whoa!" Baloo yelled, grinding his heels. "Just where we goin', Kit?"

"To get the stone! We'll steal it back from Karnage, and then you can get your plane back-"

"Steal it back? What're you talkin' about L'il Britches? We don't even know where they took it!"

"I do!" the cub sighed. "Their hideout - Pirate Island. I know where it is."

Baloo's jaw dropped. "Pirate Island? Holy propwash... Kid, no pressure but - you ready to tell me about you and the pirates? I think it'd be better if I knew-"

Kit sat back on the box and closed his eyes. "Oh, Baloo... If - if I tell you, you'll-"

"Jus' hold on!" Baloo chuckled, kneeling next to the cub. "Like I tol' ya Kiddo, it don't matter. Yer with me now. Just tell me about it, I promise it'll be OK!"

Kit said nothing for a long moment as he stared into the pilot's eyes, his mind a whirl. Finally he closed his eyes and took a deep breath. "OK..." he whispered, almost inaudibly. "You promise?"

"Scouts honor!"

Kit grinned weakly. "I got no family... No home... I hooked up with Karnage's gang about a year ago. But I got sick of em..." A look of anger crossed the boy's gentle features as Baloo listened intently. "So... when I saw that stone, I figured, 'Hey - make your move!' That's when I ran into you..."

The pilot wrapped an arm around the cub's shoulder gently. "Man, that's some story L'il Britches... If I hadn't seen the last couple days myself, I wouldn'ta believed it!" The cub said nothing, staring silently at the wall. "Hey, like I said Kit, the past is the past. We're buddies now! None o' that stuff matters-"

"Really?" Kit whispered.

"Really!" Baloo grinned.

"Thanks, Baloo, I - I..."

"Don't mention it, Kid. S'okay." Baloo grinned, tousling the boy's hair.

"But Baloo - I know where their hideout is, we can steal the stone back-"

"Slow down, Kit!" Baloo laughed. "These are _bad_ guys you're talkin' about! They play hardball, Kiddo. It's only money - it ain't worth risking - well, it just ain't worth it, that's all. We ain't goin' to no Pirate Island, L'il Britches."

"But Papa Bear!" the cub said desperately. "What about your plane? You'll lose it, and it's because of me-"

"Hogwash! It's not yer fault, Kiddo. I been slackin' off payments ta that bank fer a long time. I never even had a crack at that sparkler till you showed up anyways. Don't beat yerself up!"

"I still think we could get that stone-"

"NO, Kit! I tol' ya, I ain't gonna let you risk yer neck on that ol' rock. Fergit it. We'll just hafta think of somethin' else."

Kit folded his arms angrily, but at some level he was strangely happy too. He couldn't explain it, he had no context for it - but Baloo seemed genuinely interested in _him_ - money or not. Was it possible? Suddenly, inspiration struck. "Baloo! I got an idea!"

"What is it?" the big bear asked dubiously.

"What if we go back and collect your gorilla birds? We can find 'em, and deliver 'em to the zoo! You'll get your three thousand dollars - it's not a hundred, but-"

"Good idea, Kit - but _how_? I don't even know for sure which island we landed on - and there's a million of 'em round there. Not to mention findin' the danged birds once we get there..."

Kit grinned sheepishly. "Uh -well, there's something else I didn't tell you, Papa Bear. I know how to navigate. I can find the island, I was kinda watching the navigation equipment while we were gettin' away from the pirates... Old habit I guess."

"Huh?" Baloo interrupted. "Kid - what're you talkin' about? You don't hafta-"

"It's true, Baloo! Haven't you figured out by now that I don't make stuff up? I can handle compasses, maps, sextants - I know how to do all of it. I can find anyplace, anywhere!"

Baloo looked the boy over appraisingly. Clearly, there was a lot more to him than met the eye. It was undeniable - every seemingly preposterous thing the cub had said had turned out to be true - why not this? "Boy, L'il Britches - I didn't think when I asked ya to be my navigator I was gettin' a fully trained one!" he chuckled.

Kit's face lit up like a Christmas tree. "So we go get the birds, then?"

"OK, Kiddo - we go get the birds!" Baloo sighed.

"Ha ha! Kit, I gotta hand it to ya - ya really know yer way around a map!" Baloo grinned, counting a thick was of bills. "Ya led us back ta that island like you was born ta do it. Yer an ace, L'il Britches!"

"Thanks!" the boy beamed at the big bear's praise. "But it's a good thing gorilla birds stay in flocks, or we'd never have found 'em all. Now you can keep your plane, huh?"

"You bet Kiddo - thanks to you!"

"I just wish they didn't stink so bad!" Kit winced, sniffing the sleeve of his sweater. "I'm gonna have to take twenty baths just to get the stench out! An' I hate takin' baths..."

"You an' me both L'il Britches!" Baloo chuckled as they entered the bank. "But it's a small price ta pay knowin' the Sea Duck's safe an' sound." He approached the nearest teller with a broad smile. "Hallo, Baloo Bear here to make a payment on his aircraft loan!"

The teller unsmilingly looked up Baloo's name in his files. "Ah yes, Mr. Baloo. You'll need to see Mr. Kroner. That desk over there." He pointed to a stern-looking walrus seated at a cluttered desk.

"Kroner, right." Baloo nodded, walking over to the desk. "Hiya Pal! Name's Baloo. Here to-"

"Ah, Mr. Baloo." the walrus said primly, looking at the pilot over the top of his glasses. "We haven't seen you for quite a long time, have we now?"

"Er, no, sorry about that. I, uh, lost my organizer. But I got the three thousand dollars fer my loan payment right here, nice an' neat."

Kroner arched an eyebrow in surprise and counted the money. "Indeed - it's all here. You're a very fortunate man, Mr. Baloo - we've had no offers to take over your loan. As such, we can now put you back on a normal payment schedule-"

"Great!"

"Indeed. But I warn you, Mr. Baloo - we have been more than patient with you. The next time we won't bother with all the notices, couriers... Do I make myself very clear?"

"Clear as daylight." Baloo said grimly.

"Very good. Here is your receipt, Mr. Baloo. Have a very nice day."

"Sweet guy." Baloo muttered, leading Kit out of the bank by the hand.

"You know Baloo - you're gonna have to be more careful!" Kit said thoughtfully. "If someone had bought out your loan, you'd be outta luck!"

"Yeah, I know Pardner." Baloo sighed. "But ol' Baloo's a changed bear, Kit. From now on, I'm gonna be a reg'lar Cornelius Van Der Bruin. I'm gonna watch my pennies like a hawk. Yessir, things are gonna be different - I've learned my lesson!"

Kit was a little dubious, his impressions of the pilot after knowing him for a few days lending some skepticism to his outlook. Still, he was already incredibly grateful to the big bear - why not let him have his moment? They walked in silence for a few moments towards Baloo's Air Service. Finally, the cub squeezed Baloo's paw gently and looked up at him. "So - what now, Papa Bear?"

"Whaddaya mean, Pardner?" the pilot smiled back at him.

"I dunno... You got yer plane back, an' everything... I don't think the pirates are gonna bother you anymore-"

"Kid - like I tol' ya, I was thinkin' of addin' a navigator, an' you obviously got the talent fer that job. I like the way ya handle yerself in a jam, too. As far as I'm concerned, we're partners if ya want. What say - gonna stick around?"

Kit was overcome by relief. "Really?" he whispered.

The grey bear wrapped his arm around the boy's shoulder. "Whaddaya say, Kid - Partners?"

Kit chuckled and looked down at his feet. "Um... sure, I guess I could stick around. I don't have any other plans right now..."

"Great!" Baloo grinned, playfully punching him in the jaw. "Looks like we're home, Kid."

Kit looked up - they were standing just outside Baloo's Air Service. They were home. Suddenly, a large black limousine screeched to a halt and strong hands grabbed him and tossed him into the back seat. "Hey!" he managed to shout indignantly.

"Wha-?" Baloo exclaimed as he flew into the car next to the boy. The car screeched into motion and sped towards downtown. "Just what the heck is this?" Baloo shouted indignantly. "Who are you? Where are we goin'?"

"Shut up!" a uniformed panther growled from the front seat.

Baloo tried the doors only to find them locked. "What the heck - who are these guys?"

"I dunno." Kit hissed, looking around him worriedly. "But it looks like we don't have a lot to say about where we're going..."

Within a few moments the car skidded to a halt in front of Khan tower. Bear and cub were hustled out of the limo and roughly herded into the building and onto the elevator, which deposited them in the familiar surroundings of Shere Khan's office.

"Ah, so glad you could stop by." Khan's voice purred from across the huge room. A small white rabbit in a lab coat stood nervously next to the desk.

Baloo rolled up his sleeves and marched angrily towards the desk. "Oh, so it's _you_, huh? Listen Khanny, you can't just grab somebody of the street like that!"

"I dislike being told what I cannot do." the tiger said a little angrily. "Now - where is the stone?"

Baloo glanced nervously down at Kit, who shrugged. "Er, yeah, about that stone..."

"Well? Do you have the stone or not?" Khan purred impatiently.

"Well - er - the thing of it is... No."

"Mmmyes. If this is some sort of cloddish attempt to extort more money from me-"

"We dont have it." Kit said suddenly in a loud, clear voice. "Don Karnage does."

Khan glared at the boy in surprise. "Indeed. Don Karnage, you say? I am displeased, Baloo. You have let me down."

"Yeah well - sorry Khanny, but believe me I'da been happy to take a hundred thousand shaboozies fer that night light. We did have it, but that ol' pirate stole it from us."

"He stole it from _me_." the big cat said ominously.

"Just what's so important about that rock anyways?" Kit interjected. "It's not a jewel - but you, Karnage, everybody's after it. It's an electrical alloy, you said. What's the big deal?"

Khan arched an eyebrow thoughtfully at the boy, then turned and glared silently at the rabbit for a moment. "Well - you see-" the rabbit began.

"That's enough, Doctor." Khan hissed, grabbing the rabbit by the ears and holding a paw over his mouth. "If you are hiding something from me - working with Karnage..."

"I hate Karnage!" Kit spat venomously.

Baloo glanced nervously down at the boy, surprised by the vitriol coming from his innocent face. "It's the truth, Khanny. I'd love ta give you that sparkler right now, but we don't have it. The kid don't lie."

Khan continued to hold the squirming rabbit absently by the ears as he eyed the bear and cub cagily. Finally, he set the scientist down and turned towards the window. "You are all dismissed." Baloo and Kit stared at each other, then at Khan, then back at each other. Finally, they turned and walked out of the office and onto the elevator.

"So - whaddaya think, Baloo?" Kit asked, smiling, as Baloo stumbled out of the easy chair with a yawn.

The pilot scratched his head and looked around the office. "Geez, Kid - when'd ya do all this? What time is it?"

"Almost eleven. I've been up for a few hours, and you've been so nice an' everything... I just thought I'd clean up the place a little, you know. Get rid of some trash, and stuff."

Baloo looked around, jaw slack. "Looks real nice, Kiddo, but I had a system! I knew where ever'thin' was-"

Kit frowned. "I know... But that doesn't make a very good impression on the customers, right?"

"Ain't been much of a problem lately." the big bear muttered. "Kit - you didn't throw out my sandwich collection?"

"Um... Most of 'em were pretty, well - green, Papa Bear. I didn't think-"

"Well, it's OK Kid. I appreciate you wantin' to help out, but next time check with me before you do any household chores, OK?"

"Sure Baloo." the cub said sheepishly. "Uh - since I'm, y'know, gonna be stayin' for - well..."

"Yeah?" Baloo grinned.

"Yeah. Well, I noticed there's a bedroom upstairs, even though it's kinda full of junk right now. I was thinkin' maybe we could get some furniture somewhere, a garage sale or something. Some beds, tables... I feel bad, I kicked you outta yer hammock an' you hafta sleep in that chair-"

"Don't sweat it L'il Britches." Baloo frowned. "That's no big deal - I could sleep on a pile o' rocks if I had to." ~I hadn't though about furniture, cooking... School! What about school?~ the big bear thought. ~There's a lot more to this than I realized... Gotta make this place more like a real home now, I guess...~

"What's the matter?" Kit asked timidly, a little taken aback by the pilot's silence.

~Kid's sensitive - gotta remember that!~ Baloo mused. "Nothin', L'il Britches!" he grinned, tousling the cub's hair. "Just thinkin' about how much fun we're gonna have, that's all. Haven't had another face around the ol' dump for... well, ever!"

"Fun?" Kit smiled tentatively.

"Yeah - it'll be a blast!" Baloo laughed.

Deep in the heart of a volcano, in a remote quarter of the south Pacific, a beehive of activity droned, unseen by the outside world. Pirates of all shapes and sizes scurried about Pirate Island, preparing for what promised to be the biggest job in their plundering lives.

"Get it loaded, my men!" Don Karnage shouted as a band of buccaneers pulled a strange looking machine along a set of railroad tracks towards the waiting jaws of the Iron Vulture. "We are leaving in ten menudos!"

Karnage rubbed his paws with anticipation as he saw the preparations taking place around him. Soon, he would finally have the power, the respect he deserved - those Cape Suzette snobs would cower at the very sound of his voice! It was a shame he hadn't recaptured the boy - he would have liked to have shown his the finest hospitality that his dungeons had to offer. Still - the stone was the main thing. There was an entire city to think about, after all. And there would be opportunities later, for revenge... A dish always best served cold.

The unusual contraption was loaded into the airship, and Karnage's men scurried to secure their places on the historic voyage. Karnage grabbed the ship's wheel, a cold glint in his dark eyes. "Ready or not, Cape Suzette... Here I come!"

"Yes." Shere Khan said softly, a small grin on his face and the telephone in his right hand. "Of course... Yes."

"Mr. Khan! Mr. Khan, Sir!" a voice called, jerking his attention towards the door. It was that disturbingly emotional scientist, Dr. DeBolt. "I just figured it out!"

"In a _moment_, Doctor!" Khan said irritably, hand over the mouthpiece.

"Yes, but this is important!" To Khan's amazement the rabbit disconnected him from his phone call.

"It had _better_ be!" Khan said menacingly, slamming the receiver down on the scientists hand, prompting a wail of pain.

"Nnnngggg! Ouch.... I've been studying a list of what the pirates stole from you over the last week!"

"The _point_, Doctor?" Khan hissed, grabbing the unfortunate DeBolt by the ears again.

"W-well..." the rabbit stammered, "It's possible that the pirates have built a machine that can focus the energy of the stone-"

"And?"

"Well - basically, Don Karnage could now have in his possession... a lightning gun!"

The tiger dropped DeBolt to the desk and folded his arms imperiously. "Absurd!" he hissed with a scowl. As soon as the words left his lips, a tremendous explosion lit the night sky behind him. He turned to the window with a start and observed a great fireball where the cliff guns had previously been.

The security forces manning the guns scurried for cover as a bolt of light pierced the sky and the air around them was filled with flying scraps of metal. "What's going on?"

"Who's firing?"

"Air pirates!"

On the Iron Vulture, the long-snouted hound known as Ratchet sat at the controls of the lightning gun, which was perched precariously in the open beak. He fired shot after shot at the helpless battlements below. Karnage surveyed the scene with a small hand-held telescope. "Hee hee! Lookity-look - they scurry like the little ants! Once more, with _feeling_, Ratchet!"

"Aye-aye, Cap'n!" Ratchet replied, squeezing the trigger on the lightning gun. The red jewel crackled, sparkled, and grew brighter and brighter, until finally a beam of light shot out from the tip of the gun and sent men and metal flying through the air below them.

"There! See? I told you!" Dr. DeBolt yelled, pointing at the destruction visible through the massive window in Khan's office.

"Yes. I believe you. Thousands wouldn't." Khan replied calmly. He picked up the phone on his desk. "Get me the airfield!"

"What is it?" Baloo gasped, stumbling out the door and into the evening cool after Kit.

The boy stared upwards, binoculars in hand. "I dunno, Papa Bear! It's the pirates - the Iron Vulture! They got past the cliff guns somehow!"

"Impossible!" Baloo insisted, grabbing the binoculars. "Damn - yer right L'il Britches! It's Karnage all right... Looks like ol' Khanny's sendin' his entire fleet up there after 'im!"

"D'you - will they be able to stop him, Baloo?" Kit whispered, a sinking feeling in the pit of his stomach. The sight of the Iron Vulture filled him with a terrible foreboding. Involuntarily he nuzzled against the big bear.

Baloo felt the trembling cub next to him and absently wrapped an arm around him. "Khan's pilots are aces, Kiddo - they'll cut that fool pirate to shreds, you watch."

"Hee hee! How you do like them mangoes, citizens?" Karnage shouted gleefully as the airship sailed through the cliffs and over Cape Suzette harbor. A scruffy pirate in a flap-eared hat whispered unintelligibly in his ear. "What?" Karnage bellowed. "They think to stop me with their puny-type planes?"

A volley of machine gun fire cut through the beak, causing Karnage and the other ruffians to scurry for cover. Karnage seethed, his paws balled into fists. He jumped onto the lightning gun and tossed Ratchet to the deck. "Off! Off, off - now!" he snarled. He aimed the lightning gun and fired shot after shot into the swarm of oncoming planes. "Take that! And that! and even _that_!!" he howled.

Explosions lit the sky, and soon a sea of parachutes slowly descended towards the harbor as the lightning gun decimated the fleet of planes.

"My gosh!" Kit whispered, binoculars in hand. Wildcat had joined them on the dock and all three of them stared skyward as Shere Khan's elite pilot corps was slowly cut to ribbons. "They've got some kind of... weapon! The fighters don't stand a chance!"

The remainder of Khan's fleet retreated, knowing full well that they were hopelessly outgunned. Karnage calmy stepped down for the controls of the lightning gun. "Now then, where was I?" he mused, picking up a microphone. "Ah, yes... Attention! Attention! Hallo, wonderful people of Cape Suzette! Allow me to introduce myself... A man who needs _no_ introduction... The plundering wonder, Don Karnage!"

From his office, Shere Khan listened impassively. His claws shot out from his paw, and he dragged them across his desk, sending curls of wood snaking into the air.

"For years I have tried to visit your fair city..." Karnage continued, "But you have always _shooted_ at me! Ahem. However, now that I am here - You will hand over all of your money and valuable knickety-knacks to me! Okie-dokie?" He listened for a moment, hand at his ear and a small grin on his face. "I do no' hear a yesss...."

"We shall have to soften them up a bit!" he grinned. "Barbecue a few more buildings, Ratchet!" The dog complied, and the terrible reign of destruction continued, as building and bridges were turned to piles of rubble in seconds.

"Baloo - we gotta do something!" Kit whispered as the big bear dragged him inside and pulled him under the stairs. Wildcat followed and the three of them cowered there as explosions filled the night sky.

"Do somethin'? Do what, Kit? You saw what those pirates did to Khan's planes! They wiped out a whole fleet! What can _we_ do?"

"Roast marshmallows?" Wildcat asked helpfully.

"I know..." Kit sighed. "But you heard him! He's gonna destroy the whole city! An' it's my fault..."

"Naw!" Baloo said reassuringly. "If anythin', yer little caper delayed 'em a couple days. Ain't nothin' we can do now, 'cept wait an' hope, L'il Britches. That weapon up there eats planes, an' I don't wanna be dessert!"

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 damages...

"What are we going to do?" 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 Baloo's Air Service.

Kit was wracked with despair as he leaned his head on Baloo's shoulder. "Maybe they're reloading, or something..." he whispered. "Oh Baloo - this is terrible! I used to help him, work for him... How could I? I don't deserve to be your partner-"

"Hush, Kit!" Baloo scolded. "That's all over now, I tol' ya a hundred times. Yer a good kid - I know ya are! We're partners an' that's that."

"Ya seem nice to me!" Wildcat grinned.

"But Baloo-"

"But nuthin'!" Baloo said firmly. "The past is the past, I don't wanna hear no more about it! Somebody'll find a way to stop Karnage, I know they will. And if he tries to hurt you - well... he'll have to go through me first! And that won't be easy, I promise..." he said menacingly.

Kit was baffled. He'd never seen anyone behave like the grey bear. "Why? Why are you doing this? Why do you care about me anyways?"

"Because yer a good kid." Baloo said challengingly. "An' anybody who says different is gonna be sorry!"

"Still no explosions..." Wildcat said hopefully.

"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 response 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?"

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 deal that is broken by the other party, well... That's no longer an agreement then , is it? I dislike broken deals, Mr. Karnage. They make me angry. I am not a good man to anger, my friend. Am I making myself clear?"

"Clear as the freezing-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.

"Baloo!" Kit scolded, checking his pocketwatch. "If we stop at Louie's we're gonna be late delivering the canned peas to Port Leseur! It's the first delivery we've had in a week!"

The yellow seaplane began to descend towards the small, palm-dotted isle that housed Louie's Place. "Aw, take it easy L'il Britches. A little delay never hurt anybody. Besides, I need to get me a good breakfast in the mornin' ta face the day!"

"Breakfast? It's almost noon!"

"Kin I help it if I overslept?" the pilot yawned. "Besides, flyin's a lot harder what with all those pirate attacks around here the last few weeks."

"Yeah... Ever since that business in Cape Suzette, the air pirates just seem - _bolder_, somehow..."

"Yeah well, least they ain't pounding the stuffin' out of Cape Suzette. Be grateful fer small favors, I say."

"Well, here we are." the boy sighed as Baloo made his final approach to Louie's. "I sure hope you know what you're doing, Baloo..."

"Aw, Kid! Ya gotta learn ta relax, loosen up. Have fun! All you worry about is workin', responsibilities. You gotta learn my secret o' relaxation..."

"No way to run an airline!" Kit said softly.

"Whaddaya mean, I don't get paid?!?" Baloo bellowed. "I got a contract right here, fella!"

"Yes, Mr. Baloo." the shipping clerk, a large spotted jackal with a clipboard, said patiently. "But if you'll read your contract, you'll see that it states clearly that your responsibility is to deliver forty crates of canned peas to our location by three P.M., November 22, 1937. You have not done that, Mr. Baloo - it's currently five P.M.. Clause six states that if you do not complete your delivery by the specified time your payment is forfeit!"

"Tol' ya!" Kit scolded.

"Lemmee see that!" Baloo growled, grabbing the contract. "Clause six, clause six... You sneaky son of a - you guys planted that clause to trip me up! I delivered the goods, I should get paid! I got held up, is all - it was... air pirates, I tell ya!"

"I'm very sorry, but that clause is standard in all of our shipping contracts. Perhaps the next time you'll make certain to deliver on time?"

The grey bear glowered at the clerk for a moment, looking as though he were contemplating physical violence. Finally, he grabbed Kit's paw and led him to the cockpit. "C'mon, Kid - let's get outta here. Last time I deal with these crooks!"

"I'm sorry, Baloo." the cub said softly, strapping into his chair. "But I warned ya that stop at Louie's-"

"All right, all right, don't rub it in!" Baloo growled. "Don't gloat Kiddo. Nobody likes a gloater..."

"Sorry." Kit mumbled. "Do - do you have any more deals lined up, Papa Bear?"

"Don't you worry, L'il Britches. Ol' Baloo's the best pilot in these skies - ever'body knows that. They'll line up from here ta Thembria ta hire me, I just gotta decide which jobs ta take, that's all. Don't you worry."

"I sure hope so..." Kit whispered, staring out the window.

"So then I put 'er into a reverse Immelman, flew straight into the waterfall and all three o' the pirates crashed into the mountain! Even gave the Sea Duck a free wash in the process. How'z that fer a story, Kiddo?"

"Pretty amazing, Papa Bear!" Kit laughed. He wasn't sure if half the stories the grey bear told were true, but even half would still make him the best pilot Kit had ever seen. "I sure hope I can learn to fly like you someday."

"Hey - with me teachin' ya, yer gonna be an ace!" Baloo grinned. "Besides, yer already the best danged navigator I ever seen. Fer a kid yer age, that ain't bad!"

"Thanks!" Kit beamed, as ever feeling a little thrill when the big bear praised him. He stared out the window for a few moments, taking note of the large fluffy cumulonimbus clouds gathering outside the plane. He decided it was time for an admission. "Papa Bear - um, there's something I haven't told ya..."

"What's that Pardner?" Baloo asked, curious about the hesitant tone in the cub's voice.

"Well - you remember that first time we met, at Louie's? How I kinda... flew in and landed on top of you?"

"Heh heh! Not like I'm gonna fergit an entrance like that! What about it, Kiddo?"

Kit reached under his sweater and pulled out his airfoil. "Well, I was riding on this, maybe you noticed-"

"Yeah, I guess so. I been meanin' ta ask ya what that was, Kid, but I figgered - well, it's yer business, you'll tell me when yer ready."

Kit swallowed hard. "Well, I think it'd be easier to show you than tell you... Ya got any rope, Baloo?"

The pilot frowned. "Yeah, winch in back, by the tail. Why, Kit?"

The boy smiled sheepishly. "I don't think you'd believe me if I told you... Open the cargo hatch and I'll demonstrate what this board does."

"The cargo hatch?!?" Baloo was completely baffled. "Kid, I-"

"Trust me." the cub said, staring directly into Baloo's eyes. "Please?"

Baloo stared thoughtfully. The boy _had_ earned a little trust, he supposed. He opened the cargo hatch, an uneasy feeling in his stomach. "OK, L'il Britches, but I still-"

"Thanks Papa Bear!" Kit grinned, cuffing the bear's neck. "Just fly straight on and don't worry, OK? I know what I'm doing!"

"What? Kid-" Baloo started, but the boy had already darted back into the cargo hold. Baloo watched over his shoulder as he grabbed the end of the tow rope and tied it into a loop. With a cheerful wave at the pilot he bounced twice, slid the air foil under his feet and was out the back of the plane, floating in midair.

"Kid!" Baloo shouted, momentarily panicked. He put the autopilot on and dashed to the hatch, but to his amazement the boy seemed in no distress - he was scudding along the top of the clouds, sending great plumes of vapor flying in his wake.

The boy grinned a mile wide and waved at Baloo, who stared, mouth agape. "Wa-HOO!" Kit shouted, an exclamation that sounded as close to pure joy as anything Baloo had ever heard in his thrity-seven years.

"Where'd he learn that?" Baloo whispered to no one in particular as he stared at the unbelievable spectacle before him. Kit continued to gleefully skim the tops of the clouds, arcing left, than right with seemingly little effort, the wind whipping through his fur. After a few moments he gave a tugging signal to Baloo, and the pilot snapped out of his daze and began turning the winch that retracted the tow rope.

As soon as the cub was safely in the hold Baloo picked him up and squeezed him tightly. "Kid, I - I can't believe it! Yer crazy! How could you do that without warnin' me first?"

"If I'd told you, would you have let me do it?" Kit grinned sheepishly.

Baloo set the boy down and walked slowly back to the cockpit, shaking his head. "Can't say's I would've, Kit, but still - that can't be safe! Where in the world did ya learn how to do that?"

"It's safe, I promise!" Kit puffed, breathing heavily as he strapped into his seat. "I've just always known, Baloo - even I'm not sure how. But that's how I escaped from the pirates."

"Ain't never seen anythin' like it..." Baloo mumbled.

"Told ya you wouldn't believe me!" Kit grinned. "Baloo, I promise you, it's safe - I know what I'm doing."

"Kiddo, I just dunno - all that's holdin' ya up is that rope, I just dunno..."

"Papa Bear!" Kit said earnestly. "Y'know how you feel, when you do a reverse Immelman, and lose a bunch of pirates? Or a pretzel twist, or any of the amazing things you've done? Well, I don't know what that feels like, not exactly. But I have an idea... Baloo - that's how I feel, when I cloudsurf! It really means something to me, it's part of who I am, somehow. Do you understand?"

Baloo shook his head slowly and stared over at the strange cub sitting next to him, wondering what he'd gotten himself into. There seemed to be a new surprise every day with him. "I dunno, L'il Britches - You sure are somethin' else..."

"So that's when we jumped across the lake of alligators and onto the plane, and within a few moments we were off the island and escaped the pirates. The end."

"Very nice Kit." Mrs. Pomdreck nodded approvingly, as the class applauded. "I'm very impressed with your imagination. I think your essay reflects a bright future for you in my English class. But in future, I'd like you to try writing about something from your real life, all right?"

"Uh, right Mrs. Pomdreck." Kit said sheepishly, taking his seat.

After the bell, a young hyena from Kit's class caught up with him in the hallway. "Hey, I liked your story - it was really neat!" the boy said.

"Thanks!" Kit grinned.

"I'm Ernie, by the way." the boy said, extending his paw.

"Kit Cloudkicker. I'm kinda new around here, I don't know too many people. Seems like a nice school-"

"It's OK, I guess." Ernie said dissuasively. "How do you think that stuff up? It's like one of those Saturday serials down at the paragon!"

"Uh - that was all true, Ernie!" Kit smiled slyly. "My... the guy I live with is a pilot, so we see a lot of action - pirates, y'know. But I didn't wanna tell Mrs. Pomdreck that, she'd never believe me."

"_That_ was real?" Ernie scowled. "C'mon Kit... really?"

"Really! It happened, I can show you our plane and stuff sometime, if you want."

"That'd be neat!" the other boy grinned. "Say Kit - you know, we've got a little club, some friends and I - well, I'm the president actually. The Jungle Aces Secret Midnight Club! All you have to do to join is have an adventure - and if that story of yours is true, I think that qualifies! You wanna join?"

"Sure - that'd be great!" Kit smiled, pleased to have found a new friend.

"Great! We're goin' over to the malt shop now, if you wanna come."

The cub glanced at his pocketwatch. "Sorry - I can't right now, I have to work. Maybe next time?"

"Work? You have a job?"

"Sure!" Kit grinned, thoroughly enjoying himself. "I'm Baloo's navigator - that's the guy I live with. We've got a flight this afternoon."

"Wow!" Ernie gasped. "Some kind of top-secret mission?"

Kit laughed and clapped the boy on the back. "Naw - delivering lamps, I think!"

"Oh." Ernie replied, sounding a little disappointed. "Well, I'll tell you all about the club an'. everything tomorrow, OK?"

"OK great, see you later!" Kit grinned, and started back for home. He'd had his reservations about starting school, hanging around kids all day - he hadn't done that since he was nine years old... But this school wasn't as bad as the orphanage, and he'd even made a friend now, joined a club. Cape Suzette was starting to feel like... well, no place he'd ever been. He could get used to it, that was for sure.

"Put on that ol' boggie-woogie tune o' mine, willya, L'il Britches?" Baloo called, tossing the pile of dirty dishes into the sink, knowing full well that Kit would wash them before they piled up too high. The boy never complained, and Baloo was never much for housework.

"Sure thing Papa Bear!" Kit replied, heading over to the gramophone and sliding Baloo's favorite tune onto the turnstile. He jumped as Baloo grabbed him from behind, tickling him under the chin, a weakness the pilot had discovered not long after Kit had joined him. "Stop!" Kit screeched, doubling over in laughter.

"Gotcha!" Baloo laughed, tossing the cub into the air and catching him. He fell back into his easy chair and set the boy down next to him. "Not such a tough guy now, huh?"

"You _know_ I hate that!" Kit said irritably, punching the pilot in his ample gut.

"Oof! Get the number of that bus, Pardner?" Baloo laughed, holding his belly in mock agony. Kit settled in next to him, resting his head on the grey bear's shoulder. He loved this part of the day best - just sitting next to Baloo, after dinner, neither saying much of anything. For Kit, the comforting closeness of the big bear was more than enough.

Kit snuggled closer to the pilot, feeling happier than he could ever remember. "I love this." he smiled sleepily.

Baloo grinned amicably down at him. "What's that, Pardner?"

The boy blushed furiously. "Nothing, never mind." he whispered.

"Me too." Baloo chuckled.

"Don't forget my parents night assembly tomorrow, Baloo - I'm reading my essay to the whole school, remember? The teacher said it was the best one in all of her classes."

"Oh yeah, Tuesday, right?"

"Tomorrow _is_ Tuesday!" Kit replied. "I have to be there at six-thirty, OK Papa Bear?"

"Sure Kid, six-thirty Tuesday, gotcha." Baloo yawned. "No problem..."

"Oh Baloo, I almost forgot, there were two phone calls today while you were out. They both sounded like pretty good shipping contracts, I took down all the information. One of them was some outfit called 'Fandango Mango', a delivery for June 5th-"

"My schedule's pretty full right now, Kid. I dunno if I kin fit any more customers in..."

"Baloo!" Kit said, a hint of worry creeping into his voice. "You've hardly delivered anything this last month - how are you gonna pay the bills? What about the bank?"

"You let me handle that stuff, L'il Britches." Baloo said confidently. "I'm the grown-up here, not you. I think I know how ta run my own business-"

"I hope!" Kit seethed a little, as he always did when Baloo dismissed him. "I just think it's a bad idea to turn away work-"

"Work work work!" Baloo grumbled. "That's all you think about. Flyin's what it's all about, Kiddo. Just remember that."

"As long as you've got your plane..." Kit whispered. He pushed those thoughts out of his head, not wanting to spoil the euphoria he'd felt a few moments earlier. He yawned and rested his head contentedly on Baloo's chest, and the big bear grinned and scratched his ears. Within a few moments bear and cub were asleep.

"Where _is_ he?" Kit said to no one, looking at his watch nervously. "It's after six... where could he be?" He sat at the table and rested his chin in his hands, listening desperately for the telltale sound of the Sea Duck's engines as it approached for a landing. Nothing.

Finally, at six-fifteen, he pounded his paw on the table angrily. "Papa Bear - where _are_ you?" he shouted at the empty room. Should he go to the assembly? Was Baloo hurt, had there been an accident? He'd get in trouble if he didn't go to the assembly... "How could he? Where is he?" the cub whispered.

He could wait no longer - he had no money for a cab, he'd have to ride his bike... Ride his bike wearing his suit. To go to parents night, with no parent. "Where are you?" he whispered softly, heading out the door.

The parent's night assembly passed in a blur in Kit's mind. Except for the questions about why he was alone - where were his folks? A few judicious lies stopped the questions, but Kit couldn't miss the thinly veiled looks of pity in the eyes of the other parents, or the whispers and glances in his direction.

Even reading the essay to the assembly was a blur in his memory. He'd read the words off of the paper in front of him, but they were meaningless to him. All he felt was nervousness and hollow disappointment as he looked out over the impassive faces staring up at him, and eagerness for the night to be over. Just be over.

He rode his bicycle home in the dark, staring straight ahead, trying not to think about what he'd say when he got home. He pulled up at Baloo's Air Service, where the Sea Duck was docked in it's normal spot. He stashed his bike behind Wildcat's workshop and headed inside.

"Kit!" Baloo exclaimed when he appeared through the door. "Where the heck were ya? I was startin' ta get worried!"

Kit stared back at him, mouth slightly agape. He turned away and discreetly wiped away a tear. "I was at my assembly. Where were you?"

"The assembly? That's Tuesday!"

"Today is Tuesday." the cub said quietly without looking at Baloo as he sat at the table.

The pilot scowled. "Oops! Sorry about that Pardner - I got my signals crossed, there was a real jumpin' crowd at Louie's, figgered you'd be OK... Forgot about your assembly. Sorry Kiddo!"

"That's OK. " the boy said huskily, staring at the wall.

"What was that assembly for, again?"

"Parents night." Kit whispered.

Baloo's jaw dropped for a moment. "Aw, that's... - I'm real sorry Kit." He sat next to the cub and set a paw on his shoulder gently. "How'd ya get home an' all?"

"Rode my bike."

"In the dark?" the pilot frowned.

"I didn't have money for a cab." Kit replied, a hint of anger creeping into his voice. He choked back a tear and stared balefully at the wall, determined not to meet the pilot's gaze.

"I - I - " Baloo stammered.

"I tol' ya I'm fine!" Kit snapped, trying to come to grips with his feelings. He'd come to rely too much on the grey bear - it was obvious to him now. He wouldn't have thought Baloo could ever be so insensitive to something he cared about, but the facts were the facts. It was his own fault for not seeing it sooner. He'd looked forward for days to meeting Baloo's eyes as he looked out over the audience, seeing the big bear smile and wink at him...

"OK." Baloo whispered, staring down at his feet. "Say Kid -howzabout we go fishin' tomorrow, you an' me? We can fly over ta Veronica Lake, I'll even let you steer-"

"It's a school day." Kit hissed, hurt more by the pilot's last offer than by anything else in this long night. A sob escaped his chest, then another. "It's a school day, I can't miss school..."

Baloo shrank back, withdrew his hand from the boy's shoulder as if it were burning hot. "Whatever you say... L'il Britches." he whispered. He stood and walked slowly up the stairs, glancing furtively back at the table, where the cub sat, partially hunched over. The pilot walked into the bedroom and Kit sat up and wiped his eyes. He looked around the room, but he was alone.

"_Sold_ it? Whaddaya mean sold it?" Baloo yelled into the phone. "You didn't send nobody, I never-"

"Mr. Baloo, we sent you several notices." Jules Kroner's voice droned at the other end of the line. "If you'll look at your statement of August 25, 1938, labeled 'Final Warning'-"

"But - but... How? Dontcha have to send somebody out, like before? I-"

"Mr. Baloo, as I recall you were explicitly told that in future we would not extend you the same courtesies that we did the last time. You have missed three consecutive payments, and your last statement indicated that if we had not received your payment in the sum of two thousand dollars by September 1st we would put your deed up for sale. That is exactly what we did, and it has been sold. I'm sorry."

"But... but... I gotta kid - responsibilities! How..."

"I'm sorry. We have given you every opportunity, Sir. The new owner is a Mr. Stern - he holds the deed to both the airplane and the buildings. I would imagine he will be contacting you shortly. Now, I believe that I have no further business with you. Good day, Sir."

"Wait! Hello?" Baloo called desperately, but there was only silence on the line. He dropped the receiver to the desk with a thud and collapsed into his easy chair. He glanced up sharply as the door opened and Kit walked in.

"Hey Papa Bear!" the boy said cheerily. "Wildcat an' I finished tuning up the port engine, he's showin' me how - what's wrong?" he asked worriedly, seeing Baloo's expression.

"Aw, Kid..." the pilot whispered. "Kid, I - I - "

"What is it?" Kit gasped, walking over to the chair. "What's wrong, Papa Bear?"

The big grey bear pulled the cub onto his lap and looked away. "Kit, I - they sold the business, Kid. And the plane."

"What?!?"

"The bank, L'il Britches! I guess I missed a few payments, an' after last time-"

"I can't believe it!" Kit gasped. "Why - why didn't you tell me Baloo? Why didn't you let me know things were that bad?"

Baloo laughed bitterly. "I guess I didn't know they was, Kit. I missed payments before, didn't think it was that big a deal... I didn't... didn't even read the statements, L'il Britches. It's my fault, I screwed up!"

Kit wrung his hands anxiously, his secure world collapsing under him. "Maybe it won't be that bad..." he whispered hopefully. "Oh Baloo - your plane! I'm sorry..."

"Naw, _I'm_ sorry Kit!" Baloo hissed angrily. "I got nobody to blame but myself fer this... The new owner's some guy named Stern, I guess he's gonna contact us..."

"Well - maybe he needs a pilot? Maybe he'll let you fly for him..."

"Maybe." Baloo sighed, pummeling himself mentally. ~How could you do this - it ain't just yer life yer screwin' up now! Ain't you ever learned nothin'?~

"It'll be OK." Kit said softly, wrapping his arms around Baloo tightly. "We'll be fine..."

"Sure Kiddo." Baloo whispered. "It'll be fine..."

Kit and Baloo both wore morose faces as they sat at the table at Baloo's Air Service. Baloo drummed his fingers on the table nervously, and Kit glanced at his watch. "Wonder what this new owner's gonna be like..." he said anxiously.

"Dunno L'il Britches." Baloo replied. "I'll betcha he don't give a darn about flyin', though - prob'ly some snot-nosed businessman who only cares about makin' money."

"You don't know that..." Kit said dubiously.

Wildcat strolled into the office, greasy rag in hand, his visage bearing no visible trace of anxiety. "Hey guys! The new owner here yet?"

"Naw, he said two o'clock, Wildcat. Should be here any minute." Baloo replied glumly. "May as well stick around."

As if on cue, there was a knock on the door. Wildcat pulled it open to reveal a well dressed leopard with a briefcase. "Hey, Man!" the mechanic said cheerfully.

"Hello. Are you Mr. Baloo?" the leopard said dubiously.

"I'm Baloo." the pilot called, rising from the table with a sigh and extending his hand. "Pleasure to meet ya."

"Cosmo Stern." the leopard said, unsmiling. "Has the bank informed you of my purchase of your assets?"

"Yessir. They called me a few hours ago."

"Very good." Stern nodded, looking about the room appraisingly. "Not much of a space here, but I suppose it'll do for an office. What's upstairs?"

"Oh, uh, that's the bedroom. Me an Kit live here y'see-"

"Indeed." the big cat said dubiously. "The bank said that you had two employees, Mr. Baloo?"

Baloo frowned. "Yeah - this is Wildcat, he's our mechanic. Wildcat, Cosmo Stern, the new boss."

"Hiya!" Wildcat grinned, sticking out a greasy paw.

"Mr. Wildcat." Stern nodded, casting a look at the mechanic's hand. "I'll pass on the handshake, under the circumstances."

Kit had risen and stood next to the grey bear. "And this is Kit Cloudkicker."

"Your son?"

Baloo coughed. "Er - that is... I kinda look after the boy, he don't have any folks. But he's also my navigator-"

"Navigator?" Stern laughed.

"That's right! Darn good one too!" Baloo said defensively.

Stern shook his head vigorously. "Mr. Baloo, I'll get right to the point - I'm obviously going to need a pilot, and since you're already here I'm prepared to keep you on for that purpose rather than go to the trouble and expense of finding a new one. Are you interested?"

"Sure - I guess." Baloo sighed. "Least I'll still get to fly my baby..."

"And Mr. Wildcat - I don't see any reason to bring on a new mechanic - you know the plane already, and antiques like that are notoriously temperamental. Pending your work being satisfactory I'm prepared to keep you on as well."

"You don't hafta worry about Wildcat's 'work', Mr. Stern." Baloo said irritably. "He's the best mechanic in Cape Suzette, you'll find out-"

"Baloo!" Kit hissed.

"Yeah sure, like I'll stick around." Wildcat smiled. "Where am I gonna go, anyways?"

"Fine, fine. So that's settled. But this business about the boy being the 'navigator'-"

"His name's Kit Cloudkicker!" Baloo interrupted.

"Yes." Stern frowned at Baloo, then at Kit. "In any case, I'm sure there's some sentimental value to this arrangement, but I will not have a child on board my plane for official business. Do you have any idea what effect that would have on insurance rates?"

"Wait - you can't!" Kit pleaded.

"I'm sorry, but this is an air cargo service, not a day care. The child is officially barred from all flights. Most cargo firms don't have a navigator at all and I don't see that this one should be any different."

"Papa Bear, do something!" the cub whispered, grabbing the pilot's arm. "Please!"

"Now see here Cosmo-"

"Mr. Stern."

Baloo sighed. "Mr. Stern. You gotta understand, Kit 'n I - we're a team! He's a good navigator, Mr. Stern. He helps me a million ways til' Tuesday - I need him up there!"

"I'm sorry. On top of everything else we'd be a laughing stock in the industry."

"Nobody laughs!" Kit said indignantly. "Not more than once anyways!"

"Mr. Stern - we're a team, like I said. If Kit don't fly I don't either!"

"Well - in that case, I guess I'd better start looking for a new pilot then, hadn't I?"

Kit grabbed Baloo by the arm. "It's OK. We'll do it this way, Papa Bear. I don't hafta fly, it's not that important."

"But Kid!" Baloo protested. "We're a team, you and me! If yer grounded-"

"That's the way it's gotta be." the cub sighed.

"And there's one more thing." Stern said, walking over to the desk. "I presume from your earlier remarks that you and the child live here. As I have no specific plans for the upstairs area I'm prepared to allow you to stay on, but you'll have to start paying rent of course."

"Rent?" Baloo shouted indignantly. "Ta live in my own place?"

"It's my place now." Stern said calmly, sweeping a load of papers into the wastebasket. "I'm sorry if this all seems a bit harsh to you, but you must understand that this business has consistently lost money for years. I'm only doing what must be done to turn it around and that will be to all of our benefits. Now Mr. Wildcat - perhaps you'd like to give me a tour of the maintenance facilities?"

"What's that, Man?"

"The workshop." Kit said softly.

"Oh! Yeah sure, Mr. Stern, you just follow me, I'll show you all my gizmos and doo-hickeys and maybe even the thingamajigs." The mechanic led the new owner outside, leaving the bear and the cub alone.

"What a sweetheart." Baloo said sarcastically.

"I can't believe it! I'm not gonna be able to fly..."

"Dangit Kit, that ain't fair! Mebbe I oughtta just tell that guy where he can stick his lousy job!"

"Baloo - you can't." Kit sighed, sinking into the easy chair. "If you quit, you'll never be able to fly the Duck again."

The pilot snatched his cap off his head and twisted it in his hands. "Don't you worry, Kiddo. I'll figger out a way to get you in the air again. And I'll figger out a way ta buy back the Duck back too."

"I know you will." Kit said glumly, not sounding as though he believed it. "We'll be OK." It was amazing - his entire world had fallen apart in one day. He couldn't even imagine not being able to fly...

Kit cleared the dishes off of the table and carried them to the sink. The last week had been the longest he could remember. Every time he watched the Sea Duck take off, leaving him behind, he thought he'd break down. The first time had been the worst, knowing that there'd be no flight for him tomorrow, or next week. Who knew when -or if- he'd fly again?

The worst part, though, was that he found himself feeling angry and bitter towards Baloo - why couldn't the pilot have just kept up on his loan payments, taken all the businesss he could have had instead of lying around on his duff? He hated Baloo for screwing up his happiness, and he hated himself for hating Baloo.

The strain between them was obvious, but neither wanted to talk much about the reasons for it. Baloo had reasons enough to be depressed, and Kit wasn't going to heap any more on top of them. Baloo, as was his wont after dinner lately, sat in his easy chair, eyes closed. He'd been staying there without speaking until bedtime.

Kit watched him for a moment, then walked over to the gramophone and set Baloo's favorite tune on the turnstile. The boogie-woogie strains begin to fill the room, but Baloo didn't open his eyes. "I ain't much in the mood for music L'il Britches." he said irritably. "Go ahead and turn it off, OK?"

"OK Papa Bear." Kit sighed, complying. He stared at the grey bear, who sat impassively, not returning his gaze. All of a sudden Kit didn't care about flying any more. Impulsively, he walked over and climbed into the chair, throwing his arms around the pilot tightly.

"What's that for?" Baloo asked, surprised.

"Just cause you're my pal." Kit grinned up at him. He rested his head on Baloo's chest and sighed.

"Yer the best, Kiddo." Baloo said quietly.

"I miss you..." Kit whispered.

Baloo patted the cub's back silently. "I'll get ya back on the Sea Duck somehow, L'il Britches. I'll find some way..."

"I know."

Kit sat on Wildcat's workbench, silently watching the mechanic tinker with an old radio set. It wasn't that he didn't enjoy the mechanic's company - the lion had never been anything less than kind to Kit, and had never treated him as anything less than an equal, unlike most adults in the boy's experience (even Baloo). He was learning more about aircraft design and mechanics than he'd ever known before. But it wasn't where he wanted to be.

That being said, it was better than the alternative. He certainly wasn't going to hang around the office all day - Cosmo Stern was not what Kit would call good company, and he seemed to view the boy's daily presence at his place of business as an annoying intrusion. So Kit's days were mostly spent in the company of Wildcat, absently watching him tinker and toil at his various tasks, and waiting for Baloo to arrive back from his deliveries, which were becoming more frequent as the days went by. Kit had to at least give Stern that much credit. He found himself almost looking forward to school starting in a few days.

"See, Kit?" Wildcat said, seemingly glad to have a protege in his workshop for a change. "The defragulator's all jinked up. That causes all the static on the lower frequencies. So you gotta tie off the illioscope, and patch it through the Gibson inputs. Pretty neat, huh?"

"Yup!" Kit grinned. Wildcat's world seemed so simple, so predicable. Did the lion see it that way, the cub wondered? The familiar drone of the Sea Duck's engines filled his ears, and he checked his watch. "Oh boy - he's late again!" he said worriedly.

"Know how he can fix that? Get back earlier!" Wildcat added helpfully.

Kit walked out onto the dock just as Baloo brought the plane to a stop. As soon as the pilot jumped down to the wooden planking Kit ran to him and leapt into his arms. It was the only truly enjoyable part of the day, lately. "Hey Papa Bear!" he beamed.

"Hey Kiddo!" Baloo smiled wearily. "Howz tricks?"

"I missed you today."

"Me too Kiddo, me too." Baloo sighed, setting the boy down gently on the dock.

"You're late again Baloo. Mr. Stern's not gonna be too happy-"

"I know Kid. How the heck am I gonna be on time without my navigator to plot the fastest course?" To Kit's surprise Baloo winked at him. They walked to the main building and Baloo opened the door, taking a step inside.

"You're late again, Baloo!" Stern hissed. "What do you have to say for yourself?"

"Better wait outside, L'il Britches." Baloo sighed, gently shoving Kit out the door and closing it behind him. The boy walked over to the dock and sat glumly, chin in hands.

From inside the building he could hear Stern's occasional shouts, although he couldn't make out what the leopard was saying. This continued for several minutes as the cub sat, absently tossing stones into the water and seething with anger. "Who the heck are you to treat my friend that way?" he muttered angrily. "Big jerk..."

Finally Baloo emerged from the building and slowly walked over to where Kit said, clenching and unclenching his fists. "You OK, Papa Bear?" Kit asked in concern.

"I'm fine, Britches. That guy's just a big bag o' hot wind, that's all."

"Don't let him get to you. He's not worth it. He doesn't deserve to even be in the same room as you-"

"Yer right Kiddo - he ain't worth it. But I got a little plan to get you back in the air, Kid, and I'm settin' ol' Sterny up like a bowlin' pin!" Baloo chuckled.

"What kind of plan?" Kit asked warily.

"Look - I'm just gonna keep comin' back late, see? And I'm gonna tell 'im that it's cause I don't have my navigator. I can't chart the course _and_ fly without losin' time, right? I gotta have my navigator and that'll fix the problem!"

"Baloo, I don't know..."

"Wait Kiddo - it gets even better!" Baloo grinned. "He already said cargo firms don't have navigators, right? And he ain't gonna wanna pay fer one. So, I tell him we already got a great navigator right here, and he'll work fer free! It can't miss, Kiddo!"

"He gets so mad when you're late, Papa Bear - I dunno if it's a good idea-"

"Hey - I can take a few minutes o' gettin' yelled at if it'll get me my navigator back. Trust me Kiddo - I know what I'm doin'."

"Your new boss sounds like a real jerk!" Ernie scowled, taking a long slurp of his milkshake.

"He's not really _my_ boss, I guess." Kit sighed, sipping his chocolate phosphate. "He treats Baloo real mean, and the worst thing is he won't let me fly! It's killin' me Ernie - me an' Baloo love to fly together."

"That stinks!" Ernie said sympathetically.

"I haven't been able to cloudsurf either... It was so boring I was almost glad when school started!"

"Ugh! Don't _ever_ say that!" Ernie cried. "It's been two weeks and it already feels like a year!"

"It's not so bad..." Kit smiled. "I like junior high better - the teachers are better, the stuff in the classes is more interesting... and we're gonna be doing music soon, that sounds like fun."

"Not as fun as flyin', I bet!"

"Not even close!" Kit sighed. "I gotta go Ernie - Baloo's gonna be home in a little while and he needs me after Stern gets through with him."

"OK. Don't forget the Jungle Aces meeting on Friday!"

"I'll be there. See ya Ernie." Kit left the malt shop and headed for home - no longer Baloo's Air Service, but now 'Usland International Express', the name chosen by the new owner. Kit hated it - it was cold and impersonal, just like Stern. Baloo's Air Service was simple, friendly, and not too clever - just like Baloo.

~I used to love walking home from school - even the _idea_ of walking home from school.~ Kit thought. ~Now it feels almost like I'm back in the orphanage... The place gives me the creeps now - especially when that creep is there...~

Kit saw the Sea Duck approaching off in the distance as he walked along the harbor towards home. "Late again." he muttered. "Gonna get yelled at for sure." His feet felt like lead as he walked the last few hundred yards along the water. Warily he approached the door and stepped inside.

"What? You can't!" Baloo exclaimed as he stood in front of Stern's desk.

"I'm afraid I already have, Baloo." Stern said calmly.

"F-fired?" Baloo gasped. "Y-you can't _do_ that! I got a kid, Man! What about that?"

"Fired?" Kit asked in disbelief.

Baloo spun, unaware that the cub had been present. "Kid, I-"

"You can't fire him!" Kit said indignantly, marching on the desk. "He's the best pilot in Cape Suzette! In Usland! How can you-"

"Baloo, please keep the child under control, if you would? I'm trying to discuss this calmly..."

"Easy Kid." Baloo consoled, wrapping an arm around the boy's shoulder. "Let me handle this-"

"You planned this all along, didn't you? You're nothing but a...a..."

Stern shook his head sadly. "It gives me no pleasure to do this. I simply cannot have a pilot on staff who's subject to chronic lateness - it's an intolerable inconvenience to our customers. I have given you numerous warnings-"

"But I _tol'_ ya Man, it's just cause I need my navigator!" Baloo hissed. "If you'll just let Kit fly with me-"

"I hardly think letting a child fly on your deliveries is going to fix the problem. There are plenty of pilots out there who can execute a simple on time delivery without any navigator. I'm sorry Baloo, but the decision is made. I'm not unsympathetic - I intend to pay you a week's separation pay."

"A week? Yer a real prince!" Baloo laughed bitterly.

"As you have no contract, I'm not even obligated to give you that." the leopard said coolly. "Of course you'll have to vacate the living quarters. A week should be sufficient for that as well."

"Move out?!? In a week? What about Kit? Don't you have any heart at all, Stern?"

"Again Mr. Baloo, as you have no lease, I'm not even obligated to give you that. This is a place of business and having an ex-employee living here with his _child_ is hardly professional. Now I trust that you will not continue this emotional outburst or I shall be forced to reconsider my generosity."

"You sleazy jerk!" Kit seethed. "This business is gonna fail, you'll see! Cold-hearted nosewipes like you always do!"

"C'mon Kid." Baloo said gently, pulling the boy away from the desk. "No point in talkin' to that guy any more."

"But Baloo-"

"C'mon Kiddo. It's his business, there's nothin' we can do about it." All the anger was gone from the pilot's face, replaced by a look of resignation that Kit didn't like at all.

Baloo sat on the bed silently, staring at the wall. ~What've I done differently in the last year than I always did?~ he thought bitterly. ~Nothin' - that's the problem. Nothin' like havin' a kid around ta show ya what all yer faults are...~

Kit walked in and sat next to him silently. He grabbed the pilot's paw and squeezed gently without looking up at him. "All packed, Kit?" Baloo asked him softly.

"Yeah." Kit whispered, fighting to keep his emotions in check. This had been the only home he'd ever known, and it was hard to leave. Being with Baloo was the main thing, he knew, but it would still be hard...

"Kit - I'm sorry about all this. It's my fault." Baloo blurted out.

"No it's not - Stern's a jerk, that's all-"

"Naw, it is Kid. I'm so stupid - it's my fault I lost the business and the plane in the first place. And then that stupid plan, bein' late - it's my fault. I wouldn't blame ya if-"

"Never mind!" Kit said urgently. "As long as we're together, that's all that matters. I don't care about any of the other stuff, it doesn't make any difference at all-"

"L'il Britches... What kinda... I had a responsibility, to look after ya-"

"Yer doing great!" Kit interrupted, eyes shining. "You're the only real friend I ever had. You're all I care about. You're doing a great job taking care of me."

Baloo looked down at Kit, wondering if the boy could possibly believe what he was saying. Kit only smiled up at him. "Right back atcha, Britches!" the grey bear whispered, tousling the cub's hair. "Let's get goin', no point in stickin' around here, right?"

"Right!"

Baloo hoisted two heavy knapsacks over his shoulder. "We'll just stay at the hotel fer a few days Kid, until I find somethin' better."

"Sure Baloo." Kit grinned, lifting his suitcase. He had more stuff in Baloo's bags too - more stuff than he'd ever owned in his entire life. "Just for a few days. It'll be fun..."

The slowly trudged down the stairs, grunting under the weight of their bags. Kit looked around him as they walked through the office, trying to form a mental picture of the place that he could take with him, wherever he went, and treasure. He didn't want to forget the first home he'd shared with Baloo.

He was almost at the door when his eyes fell on the well-worn red easy chair, sitting in the corner. A flood of memories rushed into his head, and a gusher of pent-up emotions broke through to the surface. He sobbed several times and set down his bag to wipe his eyes.

"Whassa matter, L'il Britches?" Baloo asked gently. It always came back to this, that strange, compelling desire to comfort the boy, protect him. It was the only constant in his life anymore. "Whassa matter?"

"N-nothin', I'm fine." Kit sobbed, the tears flowing freely. Baloo knelt next to him and gently embraced the boy, saying nothing as the tears slowly subsided. Kit buried his face in the big bear's chest, waiting for the spring of emotion to dry. After a few moments he had no more tears left, and wiped his eyes as best he could.

"You ready?" Baloo asked delicately.

"Ready." Kit whispered, picking up his bag and being careful not to look back over his shoulder. Baloo hoisted the duffel bags and Kit followed the grey bear out the door. His eyes fell upon the Sea Duck, and his emotions threatened to well up again. To his surprise, the pilot kept walking towards the street and the waiting cab. "Baloo!" he sobbed.

"Yeah Kid?" the big bear asked without turning.

"W-what about - your plane? The Sea Duck? Don't you want to-"

"Never mind Kiddo." the big bear said huskily. "It's just the way things are, that's all. No point in - in-"

"But Papa Bear-"

"Fergit about it L'il Britches." the pilot sighed. Wildcat walked over to them, wearing a more somber expression than Kit had ever seen.

"So - you guys is takin' off, huh?" the mechanic asked awkwardly.

"Guess so." Baloo replied, setting down the bags and extending his hand. "Thanks fer everythin' Wildcat. You - you take good care of my Baby, you hear me? Make sure she gets 'er oil changed, and her engines tuned up... And if this new pilot treats 'er bad, you give him what for, you hear me?"

"Sure thing Baloo. You can count on me, Man."

"I know." Baloo smiled, and resumed the trek towards the taxi.

"So long, Kit. Take Care!" Wildcat grinned.

Kit felt tears welling up again and gave the surprised mechanic a quick hug. "You too. I'll miss you... Thanks for everything you taught me."

"Like, no problem. Don't be too sad, OK?"

"OK." Kit replied, forcing a smile. "I'm sure we'll see you around, we're just gonna be downtown... Bye."

"Bye, Kit." With a wave, the lion turned and walked back into his workshop.

Kit grabbed his suitcase in both hands and wrestled it over to the cab, where the driver took it and stashed it in the trunk. Kit slid into the back seat next to Baloo. "We'll get the Sea Duck back, Baloo. We'll get some money - you'll find a great job, somewhere, and we'll buy the Duck from that weasel Stern. You'll see."

"Sure we will Kiddo." Baloo smiled wearily as the taxi pulled away from the curb. Kit was tempted to take one last look behind him, but he just couldn't make himself turn his head. He silently grabbed Baloo's paw in his own and they headed towards downtown.

The sky was a dingy grey as Kit left school and headed for the hotel that served as his temporary home - or, at least, so he hoped. The 'few days' Baloo had promised had turned into almost three weeks, and the pilot hadn't had any luck in finding free-lance piloting work. He'd trudged dutifully down to the job board every morning (at least at the start), but what few jobs that were listed called for pilots with their own plane, and Baloo no longer fit that category.

There had already been more than one scary moment at school when Kit had been asked for his home address, and rather than face the certain embarrassment and explanations that would have accompanied the truth, he'd given his old address at Baloo's Air Service. Hopefully there wouldn't be anything to mail, and if there was, maybe Stern would forward it, if it wasn't more trouble than the old scoundrel was willing to put himself to.

The streets got gradually more deserted as Kit approached the hotel. The women with shopping bags and men in business suits were gradually replaced by haggard looking faces that reminded Kit of his days in Port Wallaby and San Flamingo, after the orphanage. It wasn't a comfortable memory - Kit had buried it somewhere deep, and only rarely during his time in the little building on the harbor had it reared it's ugly head. Finally, he stopped in front of the old grey building and looked up at the sign - 'Victor Hotel - Transients Welcome'. He hated the sign, hated the place. He missed the signal buoy and the calls of the sea birds outside his window.

The lobby was no better than the outside, maybe worse. It smelled of moldy floorboards, dusty carpet and unwashed bodies. Kit's gentle features looked strikingly out of place amongst the coughing old men and tired-looking women, faces cracked by age and cigarette smoke. The boy was acutely aware of the stares that greeted him as he walked through the lobby to the old elevators, and was extremely self-conscious every time he did so. It felt like he was running a gauntlet.

The elevator operator was a grizzled looking black bear well past fifty who looked as though she hadn't smiled since the great war. She was always friendly to Kit though, a fact that was not lost on him. He'd learned to treasure kindness from strangers, no matter what their circumstances - it was the exception rather than the rule. "Hallo Mister Cloudkicker." she chuckled gruffly as he stepped on to the elevator. "You have fun at school today?"

"School's not supposed to be fun, Reba." he grinned. "You have fun workin' the elevator today?"

"You know better than to ask me that, Shorty. Ain't seen yer Pop all day today."

Kit winced. He'd suspected that the big bear had lost what little energy he'd had left. "I think he has a cold, Reba. That's what he's stayin' in."

"Sure he does." the woman said sympathetically. "Lot o' colds goin' around. You have a nice evenin', Young Fella."

"Thanks Reba, you too." Kit sighed and disappeared down the hall. The old bear shook her head sadly as the elevator doors closed. "Boy like that shouldn't oughtta be in a place like this..."

Kit walked down to the end of the hall and stopped in front of a door - room 4306. He pulled out his key and unlocked it. "Hi Baloo." he said, as cheerfully as he could, as the big bear reclined in his bed, reading the sports section of the 'Tribune'.

"Hey Britches. How was school?"

"Fine, thanks." the cub replied, tossing his books onto his bed. He was surprised to see his suitcase sitting on the table, propped open. "What's goin' on?"

"Siddown Kiddo." Baloo sighed heavily. The boy warily stepped over and sat next to the pilot, who draped an arm around his shoulder. "Kit, we're gonna have to move on... I'm about out of money, y'know how it is..."

Kit felt his heart jump into his throat. "Out of... I can get a job, Baloo. Maybe I can work at a grocery store, or-"

"Naw, that ain't right Kiddo. It wouldn't be enough dough anyways, ta live on. Kid, there's just no jobs out there for an old pilot without a plane... Times are tough, a lot of shippin' with Eporue is dryin' up, what with all the bad stuff in Alemania an' all-"

"That's OK - you'll find something soon!" Kit said with a forced smile. "I know you will. I never liked this dump anyways. Uh - so... where will we go?"

Baloo squeezed the cub tightly in his grasp and stared straight ahead. "Well, that's just it, L'il Britches - I ain't got no money, so I don't rightly know where we _can_ go..." Kit could see terrible pain etched on Baloo's face - he looked as if he'd aged ten years in the last month. "Like I said, there's no money. I was thinkin' of crashin' at Louie's fer a while, he won't mind. Prob'ly where I woulda gone in the first place, if it weren't for - for..."

Kit brightened at the suggestion. "That's great! I love Louie's, it'll be fun." He was jarred by a realization. "What about school? I mean... What-"

Baloo sighed deeply. "That's the problem, Kiddo. There ain't no way you can stay at Louie's with me an' go ta school."

Kit stared at Baloo, but the pilot would not meet his gaze. "Well - if that's what we need to do, then I don't mind. I can always pick up later, when you've got a job an' everything." He felt very frightened.

"Yeah." Baloo whispered. "Kid - it ain't right, you droppin' out of school an' everything now, just when yer gettin' settled-"

"We all have to make sacrifices sometimes, Papa Bear."

"Kid, I - school is important. Believe me, I know. When I was yer age... Kiddo, it's just... You gotta have an education, or you'll end up like - like me."

"What's wrong with that?" the boy asked fiercely.

"Kit, don't be stupid!" Baloo hissed. "I got no choice but to go to Louie's. I ain't got nowhere else ta go. I was thinkin' maybe you, maybe you should...."

"What?" Kit asked warily, heart in his throat.

"Maybe you oughtta stay here, Kit. Maybe I could-"

"No!" Kit shouted. "No way!"

"L'il Britches, it ain't no life fer you, following an ol' failure like me around, livin' at some bar... Maybe I could make a call, find some place for you-"

"No!" Kit cried, feeling the tears welling up. "Don't you want me around, Papa Bear?"

Baloo rubbed his eyes wearily. "More than anythin', L'il Britches. More than anythin', but I'm no kinda - father, fer a bright kid like you. You deserve a life, a chance to be a success-"

"I don't care about that!" Kit sobbed. "I don't want anything else! I want you!" The cub buried his face in Baloo's chest, sobbing uncontrollably.

The pilot silently smoothed the fur on Kit's head, tears welling in his own eyes. "You deserve a real home, L'il Britches... I can't give ya that, I thought I could but-"

"Stop!" Kit sobbed in a muffled voice, face still buried in Baloo's shirt. "Stop saying that!"

"But Kid-"

"Don't you get it?" the boy cried angrily, staring up at Baloo's face. "My home is wherever you are, Baloo! I don't care about places or school or anything else! You're the only person I've ever really cared about, and the only one that's ever - ever cared about me either. I just wanna be with you, and I don't care what else! I'll never leave you!"

Baloo closed his eyes tightly, squeezing a single tear out of each. "Aw, L'il Britches, I just dunno.. I don't know what's right, I don't know what to do..."

"Don't you leave me!" Kit wailed. "Don't you leave, Papa Bear! If you do, I'll - I'll..."

The big bear squeezed him tightly in his arms. "OK L'il Britches, you win. We'll go to Louie's, fer now." he sighed, greatly relieved that he wouldn't have to part ways with the cub. Even that relief brought him fresh pangs of guilt. "Just fer a while, I'll find somethin', somewhere..."

"Papa Bear!" Kit sobbed, the tears drying up at last but the feelings of fear and rejection no less cutting. "How could you even think about leaving me? How could you?"

"I'm sorry." Baloo sighed, rocking the boy slowly in his arms. "It'd kill me, Kit. I was just tryin' ta think about you, L'il Britches. Why do you wanna hang around with a loser like me anyways-"

"Stop! Just stop!" Kit shouted. "Stop saying that. You're the best person I ever knew. How could you be a loser?"

"All right, it's OK, it's all over." the grey bear said softly. "Things'll get better, somehow. I know they will. We'll head ta Louie's fer a little bit, and I'll find somethin'. Everything's gonna be fine, L'il Britches."

"I know." Kit whispered. "Promise me you won't leave me, Papa Bear. Promise!"

"Kid, I-"

"Promise!" Kit said urgently.

Baloo stared down at Kit's face for a moment silently. "OK L'il Britches. I promise..." he sighed. The words cut him deeply as he said them, but the look of relief on Kit's face made the pain disappear, just for a moment.

"Thanks fer the lift, Wiley." Baloo said, slapping the other pilot on the back as they walked up the dock to Louie's Place.

"No problem, Baloo." the grizzled dog smiled. "What're friends for? Anybody kin be yer pal when yer on top o' the world, Baloo."

The old pilot held the door for Baloo and Kit as they lugged their bags inside. Kit looked around - thankfully, it was early and there were almost no customers around to see them. "Hey, Baloo!" Louie called out. "Welcome to da club, Man! My dive is yer dive!"

"Thanks Louie." the pilot smiled grimly. "Yer really comin' through fer me in the clutch..."

"No prob, Cuz!" the ape grinned, leaping athletically over the bar and grabbing Kit's suitcase easily in his hand. "Welcome to my place, Shortstop! I ain't never had a kid stayin' here before, so mebbe you better try not to listen too much late in the evening, after the drinks have been flowin' fer a while... Follow me, I'll show ya where you'll be beddin' down."

"Thanks Louie." the cub smiled, following the orangutan up the stairs, Baloo right behind him. The ape led them down a hallway through a part of the big building Kit had never seen before, finally stopping in front of a bamboo door.

"It ain't the Ritz, gang!" Louie smiled, leading them into the room. A rickety-looking bed sat in a corner, and an army cot had been set up next to it. "I figger Fuzzy kin take the bed, an' the cot fer you, Kiddo..."

Kit looked around. For all it's humility it was much more pleasant than the smelly room at the Victor. "It's great Louie. Nice view, too!" the cub mused, looking out the window at the blue Pacific below them.

"Louie ol' pal, I dunno what to say." Baloo smiled. "You sure came through fer me when I needed it-"

"Ain't nothin', just like I said, Cuz! Glad to have the company. Now why don't you boys come downstairs and have some coffee? Just brewed up a fresh pot!"

"Sounds good. Kit?"

"I'll be down in a few minutes Papa Bear." Kit smiled tiredly. "Just wanna unpack a little, OK?"

"Right Kiddo."

"You just holler if ya need anything, OK Kit?" Louie said jovially.

"Thanks, will do Louie!" Kit grinned as the two adults left the room. He lay back, hands behind his head. He checked his watch - ten A. M.. English class would just be starting up. It felt strange, not being in school while all the other kids were. He'd never thought he'd miss it - how many times had he silently yearned for his days of 'freedom' living on his own , while he sat in class as the day droned on?

In his heart though, he knew that was a sham - he knew the alternative was far worse. He hadn't even said goodbye to Ernie - it would've been too embarrassing. His friend was probably wondering where he was...

"Have some joe, Fuzzy!" Louie grinned, sliding a steaming mug in front of the big bear. You look like you could use the pick-up!"

"Thanks Pal."

"Man, gonna be weird havin' a kid around the place, ain't never spent much time with a sprout. Course, Kit's a pretty unusual kid I guess, huh Cuz? Pilots got used to him right quick enough when he started comin' in here with you!"

"He's a great Kid Louie - the best. Got a heart as big as Usland. Real guts too - he's an ace in a fight!" Baloo said softly. "I love 'im, y'know Louie?"

The ape raised an eyebrow. "Ya think I'm gonna be surprised, Cuz? It's pretty obvious!"

"How so?" Baloo said, surprised.

"Aw, c'mon Fuzzy! Ever' time he's in here with ya he's all ya see! I ain't never seen ya like that, Baloo. Yer a different guy since Kit showed up."

"Am I?" the grey bear sighed.

"What's witchoo, Fuzz? Never seen ya like this before!"

"Don't ya see, Louie? I ain't got no business havin' a kid - 'specially a great kid like Kit! I thought I could... I dunno, be a real father to him, but I screwed it up. Just like everythin'."

"Yer nuts, Baloo! That kid would follow you to the ends o' the Earth, Man! He's as crazy 'bout you as you are about him!"

"That's his one fault!" Baloo laughed bitterly.

"Cuz-"

"I hadda pull 'im outta school to bring 'im here, Lou. What kinda father does that? I lost my job, lost my plane. I can't even make a livin' anymore, can't even support 'im. I tried to think o' some way to leave him in Cape Suzette, I really did. I didn't think I should bring him here. But he went to pieces when I brought it up-"

"Of course he did, Stupid!" Louie scolded. "Yer the only family that boy's ever known, Cuz! How the heck do you expect him to get along without you?"

"Howz he gonna get along _with_ me?" Baloo asked bitterly. "I can't give him a home, an education, anythin' he needs-"

"Ceptin the one thing he needs most of all, Fuzzy. Just think about it fer a minute. Don't worry, somethin'll come along. We got pilots comin' through here all the time, they'll spot somethin' for ya."

"Kid'd be better off without me..." Baloo sighed, stirring his coffee.

"Yeah Cuz, you keep sayin' that every five minutes you'll believe it in a year or two..."

Kit whistled to himself as he wiped down the table, an apron much too large for him tied around his waist. He collected the glasses and carried them back over to the bar, where Louie was busily preparing several drinks simultaneously. "Hey, L'il Cuz - I tol' ya you didn't hafta do any o' this, y'know I-"

"Naw, that's OK Louie." Kit smiled, setting the glasses in the tub under the bar. "We been stayin' here three weeks, and I know you're not charging Baloo anything... I just wanna help out, that's all."

"Well, yer a helluva busboy Shortstop, I won't deny that!" the orangutan laughed. "At least let me pay ya what my guys make-"

"No! I said I was just helpin' out. Just say I'm earning my keep, that's all."

Louie shook his head. "Whatever you say, Shorty. Yer a real dynamo, Kid."

"Thanks!" the cub smiled. "Are those drinks ready? I can take 'em. Table eleven?"

"Eleven Kid, go ahead." Louie laughed. "And don't you try an' give me yer tips, hear me?"

The ape shook his head and spotted Baloo coming down the stairs. "Hey Fuzzy! What's yer poison?"

"Just a mango fizz, Louie." the pilot sighed wearily, sitting at the bar.

"Comin' right up, Cuz. The kid's a real good worker, y'know Baloo? I keep tellin' 'im he don't gotta work off his keep but he won't listen. He's some kid. Yer a lucky guy, Baloo."

"Yeah, lucky." Baloo said sadly. "You can't tell that kid not to work, I've tried..."

"Heh heh! He didn't even wanna let me pay 'im... but just between you an' me I snuck upstairs and stuck ten bucks under his pillow. Figger he's earned it. If he asks just tell 'im the tooth fairy had a little extra in petty cash."

"Thanks, Pal." Baloo sighed.

"Aw, cheer up Cuz! Somethin's gonna come along, you'll see."

"Let's quit pretendin', huh Louie? I had one job in three weeks. I ain't movin' back to Cape Suzette on that pay. Without a plane I'm no good to anybody, can't earn any damn money. And without any money I can't get a plane."

"Somethin's gonna come up..." Louie said dubiously.

Baloo closed his eyes. "I gotta do somethin'... It's wrong, what I'm doin' to that boy. He deserves better. He's a smart Kid, Louie - way smarter'n me. I didn't get no education and look how I ended up. What kinda life is this fer 'im? All he sees all day are pilots gettin' drunk, no other kids around... I ain't got no right. I gotta do somethin'!"

Louie clapped his shoulder gently. "I dunno, Cuz. I wish I could tell ya what to do, but I dunno. Just seems right that you an' Kit should be together, that's all."

Baloo watched as Kit busily cleared another table and wiped it down. He caught the pilot's eye and grinned warmly at him. "Kid deserves better..."

"Hey Louie! Hiya Baloo." a deep voice called out from behind Baloo and a hand slapped him on the back. He turned and saw a Khan pilot, a strapping panther - were there any other kind of Khan pilots? "How's tricks boys?"

"Lionel, my main man! What's shakin' Cuz?" Louie grinned, slapping the panther's paw. "What's yer poison?"

"Krakatoa Special, Louie." the panther grinned. "Hey Baloo - heard about you losin' the Sea Duck. That's rough skies, Friend. Sorry to hear it."

"Thanks Lionel." the big bear said glumly, sipping his mango fizz. "What's new in Khan's world?"

"Khan's world never changes, Pal." the panther said coolly. "I couldn't help overhear you were looking for work. You should go to Grimscape Island - there's a lot of stray gigs for pilots there, what with all the cargo companies. I pass through there every few weeks and I hear about stuff occasionally."

"Grimscape?" Baloo said distastefully.

"It's not gonna make you rich, Baloo, but without a plane it's your best shot. You could stay in the pilot's barracks there, dirt cheap rent."

"I can't take Kit to Grimscape!" Baloo said softly. "That's even worse for 'im then here! The place is a dump."

"Hey - I'm just offering a suggestion! Without a plane, beggars can't be choosers. You could get pretty steady work, doesn't pay much but-"

"What about Khan's air corps, Lionel? They supply the planes... You know I'm the best there is!"

"Sorry Baloo!" the panther laughed. "You're a hundred pounds too heavy - not to mention over the age limit!" The panther grabbed his Krakatoa Special and turned to head for a table. "Thanks Louie. Good luck to ya Baloo. See ya around."

"See ya." Baloo muttered. "Too old, too fat... Grimscape? Can't take Kit there..."

"Hey Papa Bear! What're you mumbling about?" Kit smiled, squeezing his arm.

"Nuthin', Pardner..." Baloo said softly, brushing the hair out of the boy's eyes. "Nuthin'..."

Kit was asleep, curled up in a ball on the old army cot, both arms wrapped around his pillow. Baloo sat on the edge of his bed, silently staring at the cub's peaceful form. A few rays of early morning sun filtered in through the window behind him.

The moments crept by, the boy's chest slowly rising, falling under the grey bear's wordless gaze. He sighed in his sleep and shifted position slightly. Baloo smiled. "I'm a lucky guy." he whispered. "Best break anybody ever got and I screwed it up. Best break o' my life..."

Baloo's soft voice crept through Kit's veil of sleep, and he stretched and opened his eyes blearily. "Baloo?" he yawned, surprised to see the pilot looking at him.

"Go back ta sleep, L'il Britches." the big bear said with a melancholy smile. "It's only six, go back ta sleep."

"Are you OK?" Kit asked softly, without lifting his head from the pillow.

"Ever'thin's fine." Baloo said softly, falling back on his bed with a sigh and closing his eyes. Kit looked over at the pilot with concern, but weariness soon overcame him and he slipped back into slumber.

"This is great, Louie, thanks!" Kit grinned, finishing off the last of his pepperoni pizza. "I wish you'd let me-"

"Stop that, Shortstop!" Louie laughed. "You earned it. Take the night off, relax. Have a little fun fer once."

"Kid - hey Kid!" Baloo motioned from one of the tables, which he currently shared with a friendly-looking black dog with greying temples, who looked to be about sixty-five. Kit walked over, smiling expectantly. "I want ya to meet a friend o' mine, L'il Britches - Kit Coudkicker, this is Henry Wizzleswite."

"Hi Henry!" Kit grinned, shaking the man's hand and sitting at the table.

"Hello, Son, pleased to meet you." the dog replied jovially.

"Henry's the guy that sold me the Sea Duck, Kid - years ago. That and Baloo's Air Service."

"Wow! That was some great plane, Sir. Did you buy it new?"

"Sure did, Kid!" the man laughed. "Right out of the factory. Couldn't really afford her, huge bank loan. Loved that yellow paint job! She served me well, I'll tell you that..."

"Us too." Kit smiled sadly.

"Henry retired after he sold me the plane and the business, Kiddo." Baloo smiled, a little too broadly, Kit thought. "He retired to Cape Suzette, still lives there, ain't that right?"

"Sure do. Love it there!"

"He's got a big old house, right on the water, him and his wife." Baloo grinned.

"Is that right?" Kit smiled nervously, a feeling of unease creeping into his mind. Baloo looked over the boy's shoulder towards the bar.

A moment later Louie stepped over to the table. "Say Kid - there's somethin' I wanted to show you, upstairs. Some of my collection, thought you'd get a charge out of it."

Kit looked at Baloo. "Sure, go ahead Kit. Me an' Henry'll kin catch up." he said cheerfully, not meeting the boy's gaze.

"OK..." Kit said dubiously.

"C'mon Shortstop, you'll love this. I got a whole room full o' memorabilia from the great war. You'll love it." The ape didn't sound happy, and Kit didn't like the look in his eyes. He peered back down the stairs, where Baloo and the black dog were talking, unsmiling.

Kit was lying in bed absently leafing through a magazine when Baloo finally came upstairs. "Hey Kiddo -still up?" the big grey bear said with a stiff smile.

"Yeah." Kit responded, feeling distinctly uneasy.

"I'm glad, we can talk about a few things..."

"What's up?" the cub asked, sitting up in bed, a large lump forming in his gut.

Baloo sat next to him and stared at his feet for a long moment. "Kit - it's time we stopped pretendin' things are gonna get better."

"Baloo-"

"Kit - please. Just lemme talk. I ain't gettin' no work Kit, you kin see that. Without a plane there's nothin' for me here. I'm just wastin' time and that ain't fair to you."

"Stop!" Kit pleaded.

"Kit... You need somethin' better. I heard there's some work on Grimscape Island, even for guys without a plane. It ain't much but at least it's work. I can't take you there, it's no life fer a kid. Not like this is-"

"Baloo, stop!" Kit pleaded. "We've been through this before - anywhere you go is good enough for me. I don't care-"

"Stop it!" Baloo yelled, causing the boy to jump. "Just stop it, Kid! We tried. We tried it, an' it just didn't work. It ain't your fault, it's me - I just ain't up ta takin' care o' you. I had my shot, an' I blew it. It's time to face facts."

Kit shook his head, willing this not to be happening. "You can't do this, Baloo. You can't walk out on me now, you promised-"

"Kit, this is the first good thing I ever did fer ya!" Baloo hissed, a tear rolling down his cheek. "I talked to Henry, an' he's willing to look after ya. You can go to school an' everything. He's a good man, Kit-"

"You can't make me!" Kit threatened. "You can't force me, Baloo! If you try, I'll run away, leave. I'll find you-"

"No!" Baloo hissed. "Kit, if ya - if ya love me half as much as I love you you'll go. I can't live with myself any more, ruinin' yer life-"

"_Ruining_ it?!? You saved it!"

Baloo wiped his eyes and pounded the bed angrily. "I was just gonna go, Kit. I knew you'd fight me on this, I was gonna sneak off, not tell ya. I knew I'd be doin' you a big favor. But I didn't have the guts to do it, Kid. I couldn't do it-"

The tears began to flow from Kit's eyes now. "I don't care about anything except being together!" he sobbed. "I'll follow you, I'll track you down. They couldn't hold me in the orphanage and this Henry guy can't hold me either. I'll follow you!"

"L'il Britches, please!" Baloo begged. "I can't do this anymore - I can't live with it! I can't take ya to Grimscape, I can't take ya to that place, I just can't. Maybe I can come for ya someday, if I earn enough money..."

"I don't care about Grimscape!" Kit sobbed. "I don't care about school! You'll teach me to fly, and I'll be a pilot. I don't need school, I need you!" He threw his arms around the pilot and clung to him with a strength which surprised the big bear.

Baloo tried to push the boy away, tried to open a distance between them, but couldn't bring himself to do it. His arms found themselves enveloping the cub instead, holding him gently. "Kit - don't do this to me!" he sobbed, his own tears of frustration and shame flowing. "Don't make me live with this anymore. Go, Kid - let me have a little peace, do this fer me, I'm beggin' ya!"

"No! Never! I'm never leaving!"

"Kit, _please_!" the grey bear begged. "I can't force ya, I can't make ya do it, I'm not strong enough. It's gonna kill me either way, but if ya go I'll know I did right by ya at least once. Go! Don't make me live with this anymore..."

Kit tried to find his voice but couldn't. He felt the weight of the world pressing down on him. "B-Baloo... I can't do this! Don't make me choose, don't do this to me!" he sputtered.

They embraced wordlessly for several minutes, the boy's sobs gradually diminishing as the big bear continued to cry silently. Kit clung to Baloo's fur tightly, wishing that he never had to let go, to open his eyes.

"Yer a good boy, Kit... Such a good boy... I can't force ya, L'il Britches." Baloo whispered. "I can't force ya... But I'm beggin'. Please, do this. Do it fer me. Let me have a little peace."

"I can't!" Kit sobbed without tears, knowing in his heart that he was incapable of facing the decision before him. "I can't Baloo, don't make me choose... Don't make me choose, I can't live with this..."

"No! No!" Rebecca mumbled softly, head on her desk, tears on her cheeks. "Don't..."

"Ree-becca, wake up!" Wildcat said, gently shaking her shoulder. "Ree-becca!"

"Wha..." she mumbled, lifting her head groggily. "Where's Kit? Baloo?"

The mechanic was alarmed to see tears on her cheeks. "Uh... You was dreamin', Miz Cunningham. You were yelling and everything-"

"Dreaming?" she gasped, looking around her, disoriented. "That's impossible..." a wave of memory swept over her. "Where's Mr. Bright? Peter?"

"Who?" Wildcat asked quizzically.

"The client, the man who came in after you left..." She was alarmed, confused. How long... What had happened?

"Uh - there was no one here but me, Ree-becca." the mechanic smiled crookedly. "I just fergot my wrench is all..."

"Your wrench..."

"Yeah, I'm gonna go listen to "Space Rangers" now, it's just starting-"

"What?" she hissed, another memory flooding over her. "How - how long were you gone?"

"I dunno, a minute or two, I guess-"

"A _minute_?!?"

"You OK, Ree-becca? You look kinda pale..."

"I'm fine, I'm fine." she whispered, head in hands. "Go listen to your program... Wildcat!"

"Yeah, Ree-becca?"

"Wildcat - who's the owner of this business? And what's it called?"

"Oh, I get it! It's, like, a game! OK - it's Higher for Hire, and _you're_ the owner! What do I win?"

"And Baloo... and Kit - they live here, right?"

"Sure they do! You sure you're OK, Ree-becca?"

"Fine, fine thanks." she smiled weakly. "Go listen to your program." The mechanic left with a shrug and she buried her head in her hands. One or two minutes?!? How was it possible? And Peter - how could Wildcat have missed him?

How could she have... _experienced_ all that? It was so real! So real... So real. The tears on their faces, the pain in the eyes... Tears came to Rebecca again, and started flowing freely down her cheeks. She wanted more than anything for Kit and Baloo to be there, to see them safe, but they were gone, and she was alone.