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.

 Author's Note: Some of the scenes in this portion of the story are of a mature nature, and some readers may find them offensive. It's not my intent to upset anyone and I don't think anyone will be offended, but I thought you deserved a heads-up. Rest assured, anything I did I did for dramatic purposes, and not to be pointlessly controversial. On with the show...

PART III

There was Louie's, on the horizon, reassuringly calling to him just like always. Baloo banked the plane in preperation to land. It felt good to know that Louie's was there, especially when everything else was going to hell in a handbasket. He could always go to Louie's and relax, be himself. With nobody around criticizing his every move...

The grey bear landed the plane and sat back in his chair with a sigh. He was surprised at how tired he was - every cargo run seemed to drag a little more life out of him. "Not gettin' any younger!" he grumbled to himself, eyes closed. Was that it - Was that why he felt so beat all the time? Or was it something else?

The pilot had been struck lately by just how hard it was to live up to someone else's expectations - it was something he hadn't worried about for almost twenty years. The only person he ever had to worry about satisfying was himself, and he'd never heard any complaints. The last year, almost two, since Kit had showed up - once that initial euphoria had passed, Baloo had become painfully aware of just how much work he'd let himself in for. Every decision, every action had hidden consequences, and at the end of the day, Kit always looked at him, with those sad eyes, so full of affection - and expectation...

What right did he have to expect Baloo to change? He was the same bear he'd always been - wasn't that good enough? Kit had been glad enough to have that bear take him in off the streets, shelter him, feed him, clothe him! He'd saved that boy's skin more times than he could count already - and now he was supposed to feel guilty about having his own life, his own wants? What right did the boy have? What right did he have to - _need_ Baloo that much?

The grey bear hopped down onto the floating pier with a weary nod at Louie's attendants, who descended on the Sea Duck with squeegees, gas pumps and rags in hand. Baloo opened the bamboo doors and took in the familiar sight of Louie's Place. It was crowded. Baloo checked his watch - one fifty-five. Pretty big lunch crowd for this late in the day...

"Hey, Little Boy Baloo!" Louie called. "What's shakin', my main man?"

"Not much, Louie." Baloo nodded, heading for an empty table. ~Don't feel like sittin' at the bar today...~

"Whassup Fuzzy?" Louie frowned, lithely hopping over to the table. "You seem downer than a feather pillow!"

"Naw, I'm OK Pal, just a little beat." Baloo grinned tiredly. "Gimmee two cheeseburgers and a mess o' french fries, wouldya Louie?"

"Sure Cuz!" Louie chuckled. "Nothin' wrong witchoo a little grease can't put right!"

The bear had almost reached the bar when Baloo called out to him. "Hey Louie, about them cheeseburgers..." he said hesitatingly.

"Yeah Cuz?"

The big bear stared thoughtfully at him for a moment, than sighed. "Make sure they got plenty o' onions on 'em, OK?"

"Sure Fuzzy, no problem!" the orangutan frowned, puzzled.

"Man can't enjoy a little lunch without feelin' guilty?" Baloo grumbled under his breath. "Guilt stinks, it's fer losers..." What was the world coming to - he couldn't come to Louie's and enjoy his favorite meal anymore? Even when he was alone, he wasn't alone.

"'Scuse me?" a voice called from behind him, causing the grey bear to jump.

Baloo spun. A tall white hawk in a black leather bomber jacket stood, grinning down at him. "Jeez - scared the ailerons outta me, Ace! Didn't hear ya back there..."

"Sorry!" the hawk chuckled. "Don't want to bother you, but I couldn't help overhear you and Louie talking... You wouldn't by any chance be Baloo, would you?"

"The very same." the grey bear nodded. "I don't think I know you, do I?"

"Peter, Peter Bright!" the hawk grinned, extending a hand. "I've heard a lot about you - always wanted to meet you! Mind if I sit down?"

Baloo reached for the hand and frowned. "Normally, I would, Pal, but I kinda wanted ta-" He started and pulled his hand back slightly, a jolt running through him at the touch.

"Man oh man, you're Baloo! I always heard you're the best pilot around - that true?" the hawk asked, sitting.

The pilot jerked his attention back to the hawk's face. "Heh heh! You heard right, Pete! Best pilot in these skies - or any others!"

"Wow!" the hawk whistled appreciatively. "That's your plane out there - the L-16, right? Are those Superflight-100 engines you've got on her?"

"Good eye Pete!" Baloo chuckled. "That's the Sea Duck - my baby! A pilot this great needs a great plane, am I right?"

"Ha ha! You got that right!" the raptor laughed. "You got a plane like that and the sky, that's about all you need, huh?"

"Sure." Baloo nodded, casting his eyes down for an instant. "Can't ask fer no more than that..."

"Hey - did I say something wrong?" the hawk frowned. "Sorry if I offended you-"

"Naw - that's OK." Baloo frowned. "Say - I haven't seen you around Louie's, have I?"

"Nope!" the hawk grinned. "I'm new around these parts. But I know all about the incomparable Baloo, though... And here we are, face to face!"

"That we are..." the grey bear mused. He was beginning to get a strange feeling about this man, there was something odd about him. Baloo wasn't scared, exactly, or nervous, just... unsettled. "How do ya know so much about me, Pete? I knew I had a little reputation, but..."

The white hawk stared at him for a long moment, his expression unreadable. Then he smiled a small smile. "I know things. I'm a good judge of people, let's say. If you don't mind me saying so, you don't seem particularly happy at the moment, Baloo."

"Whaddaya mean?" Baloo scowled, thinking about leaving the table but not quite ready to do it. He was curious, a little... "There's nothin' wrong with me, Friend!"

"Of course." the hawk chuckled. He leaned back, hands behind his head. "It's not easy, being a father. Is it?"

"What?" Baloo gasped. "You seen me in here with Kit - that it?"

"Not easy... Especially when you've been on your own for so long. It's not easy having to think about somebody else's needs-"

"Who are you?" Baloo hissed.

The hawk laughed. "Food, shelter, protection... Those are pretty easy, huh? I bet they come pretty naturally to you Baloo. But there are other kinds of needs that aren't so easy."

"Who _are_ you?" Baloo hissed, more urgently.

The hawk sighed. "Does it matter, Baloo? I know how hard all of this is for you. Nobody ever seems to care about what you're feeling, do they? Everybody depends on you, all the time... But nobody wants to listen to your problems. So - I want to listen! That's who I am. The guy who wants to listen to your problems."

"This is weird..." Baloo whispered.

"Life's weird. Deal with it!" the hawk chuckled. "You can deny it all you want, but I know you're not a happy flier right now, Baloo! And I also know you don't think there's anybody you can talk about all this with. So either you're going crazy or I'm a guy who has nothing better to do than listen to your problems. So let's just say I'm that guy - we'll both be happier that way!"

"Gotta lay off the passion fruit tacos before bed!" Baloo mumbled.

"I can't argue with _that_!" the hawk laughed. "So, now that we've got that settled - what's on your mind? What's got you so down?"

Baloo shook his head. "Can't figger it out..." The weirdest thing was - the guy was right! He _did_ want to talk about his problems with somebody! Should he? Maybe he'd wake up in a minute... "Can't figger it out..."

"It's Kit, huh? And maybe Rebecca too?"

Baloo's jaw dropped. "What the - that's impossible! How could you know-"

"Listen..." the hawk said warmly, grasping Baloo's left paw in his right, "If things are that bad, maybe you should think about moving on, you know? Maybe Kit isn't worth all of the heartache you're going through-"

"Wha - No!" Baloo protested. "Look Fella, I dunno who the heck you are but I - I... love that boy! And I ain't gonna hear nobody say different!"

"Well, of _course_ you do!" the raptor smiled patiently. "So if you love him then, what's the problem? He doesn't love you?"

"Sure he does!" Baloo scowled. "Too much, maybe..."

"How so?"

"Well, it's just he... he always _needs_ me so much, yaknow?" Baloo sighed. How had he gotten to talking about this - with a total stranger? And why wasn't he stopping? "It's like - the way I always been, the stuff I do - it ain't not good enough anymore."

"Expectations are tough things." the hawk nodded. "Sometimes they don't seem very fair. But at the end of the day, the person you have to answer to is yourself, Baloo."

"Maybe Pete, maybe..." Baloo sighed wearily. "Maybe I can't be the same guy I always was, not with a kid around ta look after. And not just him, there's Becky an' Molly too..."

"Becky can look after herself, surely? And help you with Kit?"

"Do you know _everything_?" Baloo scowled.

"Why stop now?" the raptor grinned.

Baloo chuckled and shook his head. "Becky. Ol' Becky... She's a bright gal, Pete. An' she does help me with the boy, she really does. He loves 'er, and she loves him too, I think. But she's always gettin' inta messes an' such - thinks she knows ever'thin'! And naturally I hafta bail her out!"

"Someone has to!" the hawk laughed.

"I guess! But then she's always ridin' me, puttin' me down, even in front o' Kit! I know I ain't perfect but I been doin' all right fer twenty years before she showed up..."

"What was it like - before she showed up?" Peter asked.

"It was fine! I was happy as a clam!" Baloo grinned.

"No problems at all, huh?" Peter grinned. "That must've been a great life - no worries, no obligations..."

"Yeah..." Baloo frowned, staring at the hawk for a long moment. "The business was called 'Baloo's Air Service' then - howz _that_ fer a great name? I wasn't exactly Shere Khan but flyin' is flyin', an' I knew flyin'! Every day I woke up knowin' that place was mine, an' I could do whatever I wanted. Sometimes that was flyin' cargo, sometimes it wasn't. Didn't hafta worry about cleanin' up no messes, neither...

It were just me an' Wildcat, had been fer nearly ten years. Before that it was just me. Me an' my beautiful Sea Duck. Only friend I had that never let me down. We were a great team, the Duck an' me. Still are! I flew solo in those days, I liked it fine...

I guess I wasn't a very good businessman - I didn't exactly keep up on all my bills, if ya catch my drift. That was gonna catch up with me sooner or later, 'course I had no idea. That stuff just didn't seem important, detail stuff. Flyin' was what I cared about.

It all kinda came to a head though - all that stuff I let slack, let drift by. February it was, I remember that...

"Baloo! Hey Baloo!" Wildcat called, stepping into the old wooden building that housed Baloo's Air Service. It was a mess, to say the least - half-eaten sandwiches, pizza boxes, dirty socks and a stunning variety of other detritus adorned the floors and every scrap of furniture.

Baloo woke with a start, and looked around blearily. "Wha - what is it? Wildcat?"

"Hey Baloo!" the mechanic grinned at him. "I need ta put new plugs on the port engine, Man. You gonna be needin' the Duck today? It's a pretty big job."

"Plugs..." Baloo yawned. "Yeah sure, won't be needin' 'er fer a while I guess. What time is it anyways?"

"Like, almost eleven. Ya got any deliveries today?"

"Eleven?" Baloo gasped, lumbering to his feet. "Holy cow - Louie's havin' a big wing-ding this afternoon, I can't miss that!" Baloo found that he pretty much marked the passage of time by Louie's parties...

"Oh. So - you'll be needin' the Sea Duck then?"

"Yup - sorry Wildcat!" the pilot yawned, grabbing a hamburger off of the gramophone and biting into it.

"OK - guess I'll work on that clogged sewer pipe." the mechanic replied. "Seems like it could be a pretty big job..."

The sea and the sky were a brilliant blue as the grey bear guided the Sea Duck through the clear Pacific Afternoon. Baloo knew the route between Cape Suzette and Louie's Place like the back of his hand. In his younger days, he found himself there nearly every day some weeks, but he'd been going less and less as he'd gotten older, sometimes not stopping by for weeks at a time. For some reason, he just didn't seem to have as much fun there as used to...

He still loved Louie's - it was as close as the big bear had to a home, and the red ape the closest thing to a family. It hadn't changed in ten years, but then neither had Baloo. He had everything he wanted - his plane, his freedom - but it was sometimes very hard to convince himself to get out of bed in the morning, to face the same world yet again. Even Louie's felt like a grind sometimes.

"Yer gettin' old!" he muttered to himself as he often did when these thoughts invaded his brain. Why wasn't he satisfied? He'd been happy for almost twenty years with this life - why should now be any different? And why didn't he look forward to Louie's parties with the same anticipation that he used to? He knew the obvious reasons - he always felt tired after one of Louie's bashes, each time a little more tired than the last. And he always ended them the same way - back to Cape Suzette, alone. Only that never bothered him before...

There was his flying, of course. He still loved that. But even flying didn't bring him the same joys it had when he was a younger bear. He was the best pilot there was, he knew it in his heart - but what _good_ was it? No one ever saw him, no one knew how great he was. He delivered a few cargoes, when he felt like it - but who cared? And when he was gone, retired or whatever - there'd be no one to pass his magic on to. No one to carry on his name, no one to fly Baloo Corkscrews. The thought made him sad, and Baloo didn't feel sad very often, hadn't for a very long time. He'd overdosed on sad long ago, and banished it from his life.

The familiar palm-dotted isle appeared on the horizon, filling Baloo as it always did with a sense of comfort and well-being. Louie's was always there, always festive. So what if he didn't have anyone at home, there was always the gang at Louie's. They were his family. And the ape threw a helluva party, there was no doubt about that.

It was a good bash, even by Louie's standards - several of the patrons had already 'celebrated' themselves under the table by the time Baloo had been there for an hour. Baloo himself had been known to enjoy an occasional rum sizzler, but on days when he planned to fly home he restricted himself to mango fizzes and every high calorie delight the red ape had in his bag of tricks.

"Man, I'm gettin' too old fer this, Cuz!" Louie chuckled ruefully to Baloo, as his best friend leaned serenely against the bar, munching a cheeseburger. "These parties get wilder every year, and I get more dead _beat_! Maybe it's time ta put a rockin' chair behind this ol' bar!"

"Not likely!" Baloo laughed as the orangutan utilized three limbs to prepare three drinks at once. "I know ya Louie - you'd go nuts if ya didn't have people around this place drivin' ya nuts!"

Louie scowled. "Boy, Baloo - sometimes runnin' this place is like workin' in a zoo!"

"Louie ol' pal - you just gotta lean my secret to re-lax-ation!" Baloo grinned.

"Yeah? And what's _that_ - Cuz?" Louie asked skeptically.

Baloo raised a hand and snapped his fingers at the band, which eased into a rollicking Caribbean rhythm. Baloo closed his eyes, feeling the music carry him away, as it always did. "Oh, yeah Man!" he purred, slowly walking round the bar, snapping his fingers, as the attention of the revelers began to shift in his direction. Where it belonged, the way he figured it.

The big grey bear gave a bar stool a tremendous spin and planted himself atop it, breaking into song.

"When life down here's a thundercloud

I take off for the air!

I soar above the madding crowd,

Without a single care!"

The barstool carried the pilot almost to the ceiling, where he grabbed a bowl of fruit and placed is squarely on his head. He looked around - the joint was his now, every eye was on him. He rode the stool back to the ground and whipped a tablecloth from under the drink of a startled pilot, wrapping it around his waist like a grass skirt. He snapped his fingers and resumed his slow circuit of the hall.

"Oh, I'm not one ta stick around.

When troubles start ta brew!"

"So see you later, Navigator!" Louie called merrily, fully caught up in the moment now.

"I know just what to do!"

"I'm gone!"

"He's gonna fly!" the simian waiters sang in chorus.

"I'm gone!"

"Adios bye-bye!"

"Don't trouble me with troubles, Man,

I'm gone!"

Baloo was dancing from table to table now, secure in the knowledge that the room was his, as the waiters and Louie continued to serenade him in chorus.

"Oh - oh, he's gone!

He's gone - wait a minute!

He's gone - just a minute!"

"I love to be above it all, I'm gone!"

"Ooh-ooh, he's gone!"

Baloo wound his way to the stage, where Louie joined him as both danced merrily to the swinging sounds of the band.

"I'm gone!

Lay it on me, jack!

I'm gone!

Take the wing, Bing!

I'm gone!

Pull the chock, jock!"

The band rolled into the grand finale of piano, steel drums and bass as Baloo and Louie gyrated wildly. Baloo looked around him at the laughing faces and felt like a kid again, just like he always did at Louie's parties. All of his worries seemed far behind him now.'

As the band finished playing to a rousing cheer, the door swung open with a clatter, and Baloo's eyes made out a flash of green zipping it's way across the floor in a wild zig-zag pattern. ~That's interesting!~ he thought as the blur drew closer. He felt a resounding crash on his ample belly and fell back with a loud "Oof!", all the wind knocked out of him.

He shook his head dizzily and felt a weight pressing down on his gut. To his surprise, a small brown bearcub in a worn green sweater knelt on his belly, staring up the pilot with an expression of surprise that matched Baloo's own. Their eyes locked, and the pilot felt a strange flicker of communication pass between them, just for an instant. "Well, well! What have we _here_?" he chuckled.

A pilot burst through the door and into the club, a heavyset dog with a flop-eared hat. Baloo recognized him as one of the dozens of free-lancers that passed through Louie's on occasion. The dog made a beeline straight for the stage, an angry scowl on his face. "C'mere, you half-pint hitchhiker!" he growled, advancing on the cub menacingly.

Something about the boy's manner intrigued Baloo, and he was always one to root for the underdog anyways. "Cut the kid some slack - Jack!" he rumbled, stopping the dog in his tracks with a massive paw.

"Yeah - listen to the fat lady!" the cub snarled, surprising Baloo with the defiance in his high-pitched voice. Not to mention the verbiage.

"Lady?!?" the grey bear howled indignantly.

"Whatever!" the cub scowled.

"Uh - didn't know he was a pal o' _yours_, Baloo!" the dog stammered. "No hard feelings, okay? Nice kid!" he grinned obsequiously, patting the boy on the head. He backed away and made himself scarce.

Baloo grinned down at the little fellow and slipped off his 'skirt' and fruit hat. "Heh heh! That was quite an entrance... L'il Britches!" He surprised himself by using that affectation - he hadn't said or heard it in years...

"Hey!" the boy gasped in wonder as he saw Baloo's flight shirt and cap. "You're a pilot!"

"Last time I checked!" the grey bear grinned. Strange kid...

"Are ya _good_?" the boy spat defiantly.

Baloo laughed uproariously. ~Kid's got a lotta spirit!~ he thought. "Heh heh! The _best_ Kid - numero uno!"

The lad looked up at Baloo, a new respect in his eyes. "Umm - _I'm_ gonna be a pilot someday!"

Baloo chuckled and tousled the cub's hair. He had spunk - the pilot couldn't help but like him immediately. "Heh heh! Bet ya will be too!" he grinned. He noticed the boy was carrying a small wooden chest under his arm. "Hey - nice luggage!" he smiled.

"Hands off! It's mine!" the cub snarled, pulling the box away protectively.

"Easy Kid - I was just admirin'!" Baloo grinned easily. "Well - see ya in the funny papers!" he nodded, strolling towards the door. "Always leave 'em wantin' more!" he chuckled to himself. No way he was ever gonna top that performance, no way...

~Maybe I missed my callin' - shoulda been a singer!~ Baloo mused as he sauntered out towards his plane. ~Weird business, about that kid... Wonder where he came from? Kid hadda lotta spunk, gotta give 'im that - wasn't afraid o' me fer a second! And why'd I call 'im 'L'il Britches'? After all this time...

"Doo-bee-doo-bee-doo! Ah - miss me Baby?" he chuckled, giving the Sea Duck a loving pat on the fuselage. He settled into the pilot's seat and started the engines. The old seaplane inched it's way along the water, gradually picking up speed in a spray of propwash as it headed towards open seas.

The smooth hum of the Superflight-100 engines was as sweet as any music to the grey bear. He leaned back and closed his eyes as the plane took to the air. He put his feet on the wheel with a contended sigh. "Oh Baby... That's my girl!"

He jerked his eyes open as his peaceful trance was broken by a light tapping on the starboard window. Much to Baloo's surprise, the cub from Louie's stared back at him, eyes wide. The pilot's jaw dropped, and then he cracked an astonished smile. "Hiya Kid! Need a lift?"

"Mmm hmmm!" the cub's muffled voice replied.

"It's a lot comfier inside!" the big bear grinned. He rolled down the window and grabbed the scruff of the boy's sweater, easily lifting him inside and onto the navigator's seat. "Welcome aboard, L'il Britches!"

The boy's eyes darted around quickly, taking in everything the cockpit had to offer. Baloo glanced over at him, struck once again by the boy's pluck. ~Takes guts, hitchin' onto a movin' plane like that...~

"O Man - what a great _plane_!" the boy gushed. "A Conwing L-16, right?"

Baloo was immediately impressed - most people couldn't tell a Conwing from a chicken wing. The kid was all right... "Good _eye_ Kid! I call her the Sea Duck! My best friend! Customized 'er myself!" the big grey bear said proudly. He pounded on a panel., and it popped open, revealing two bottles of soda, one of which he handed to the cub.

The boy was still busily drinking in the scene, obviously thrilled to be there. "Yeah, like those engines - Superflight-100s, right?"

"Heyyy, yer all right kid! Whadda they call you?"

"Kit Cloudkicker!" the boy said proudly. ~Funny name!~ Baloo mused... Bear and cub clicked bottles in an impromptu toast. "I'm gonna have my own plane some day..."

"Heh heh! Hope yer _folks_ are rich!"

"I don't have any folks..." Kit said softly. "But I'm gonna be rich! And real soon too..."

Baloo glanced over. ~No folks? Too bad, seems like a good kid...~ Baloo felt a pang of sympathy for the gutsy little fellow. "Well, if yer gonna _own_ a plane, ya better be able ta _fly_ it!" he chuckled. "Go ahead - take the controls!"

"Me?!? Really?"

The look on Kit's face delighted Baloo to his core. "Knock yerself out, Kid!"

"Wow!" Kit whispered, grabbing the co-pilot's yoke and banking the plane, a little too sharply.

"Heh heh! Re-lax, L'il Britches! Just hold 'er steady!" Baloo chuckled. He leaned back and watched the cub out of the corner of his eye. Kit face was rapt, his gentle features fixed in concentration, and he was clearly thrilled by the moment. Baloo felt his chest flush with an unfamiliar feeling. What was it? He wasn't sure..."Thaaat's it! Yer a dandy!" he grinned.

Kit's face lit up at the praise. "Thanks! But I can't get my licence for another five years!" he said bitterly.

"Well, when ya _do_ you'll be a regular ace!" Baloo grinned, amazed and delighted by the smile his words brought to the boy's face.

Suddenly, there was a ping of metal on metal, and Kit looked around wildly. "What was that?"

Baloo grabbed the controls. "Well, back on the corner where I hang out, we call that _pirates_!" he hissed grimly. He banked the plane straight up, and made out five pirate CT-37s falling in behind him. "What're they after _mer_ for? I don't have anything they want!" he grumbled.

"Not necessarily..." Kit whispered next to him. ~Weird - what'd the kid mean by _that?~ Baloo wondered.

The pilot looped around and flew straight into the cluster of pirates, scattering them like bowling pins. He disappeared into a thick cloud, and flew a corkscrew upwards around a tall cumulonimbus. He came out of the spin and straightened out, only to narrowly miss the pursuing CT-37s. "Baloooo!" Kit screamed, as another volley of bullets ripped through the cockpit.

"Man, they're tougher ta shake than ticks on a dog!" Baloo muttered, sweat drenching his face. "Hang on, L'il Britches!" He sent the Sea Duck into a dive, straight towards the water. One of the pirates fell in behind him.

"Baloo - we aren't gonna make it!" Kit squeaked as the water drew closer. "Pull up! Pull up!"

"Just hold on! Ol' Baloo's not outta tricks yet!" the big bear said confidently. No pirates were gonna make a fool out of him on _his_ ocean! At the last moment, he engaged the flaps and pulled out of the dive, kissing the water gently before gaining altitude. The pursuing pirate was not so lucky - he crashed into the water at full speed.

Kit was flabbergasted. "You - you... NO-body can fly like that!"

"Great pilot - great plane!" Baloo chuckled. He was clearly a mythic figure in Kit's eyes now, and he knew it.

"I'll say!" the boy gushed. "So what's next - a double reverse Immelmann? A pretzel twist?"

"Nope - a quick exit!"

"But - you can fly rings around those guys!"

"Don't have to! There's Cape Suzette dead ahead." Baloo grinned, pointing to the cliffs off in the distance.

"But Baloo - we'll never make it in time!" Kit hissed.

Baloo laughed - obviously the kid didn't know Cape Suzette! "Those puffs o' smoke say we will!"

The air around them was filled with anti-aircraft fire, and the pirate planes scattered and fled, two of them crashing into the sea, knocked out of the sky like swatted flies. "Ha ha! Those bozos never seem ta get past the cliff guns! Drives 'em crazy!" Baloo chuckled.

They were home free now - Baloo eased the Sea Duck through the narrow passage and emerged over Cape Suzette Harbor. "Well, there it is Kiddo - Cape Suzette! Whaddaya think?"

"Wow!" the boy gasped, taking in the wondrous scene of the multi-colored, mountain-hugging city beneath them. Baloo flew the scenic route - through downtown and among the skyscrapers, over the park and then low across the water towards home.

~It's all new and wonderful ta him, ain't it?~ Baloo thought. ~Was I ever that young? Wonder what the kid's been doin' his whole life, never seen Cape Suzette...~ "Here we are - home sweet home!" he grinned, bringing the yellow seaplane in for a feather soft landing back at Baloo's Air Service.

Baloo noticed a bit of a morose look on the boy's face as he helped him down to the dock. ~Weird kid!~ he thought for about the hundredth time. ~I like him tho' - he's got... _somethin'_... What're ya doin'? You don't know this kid - he could be lyin' about no parents - maybe he ran away! And anyways, kids are trouble, you know that - especially this one. What the heck was that business at Louie's all about? Sure seems like a good boy, though. Loves airplanes...~

They walked inside and Baloo sat down in his easy chair with a contended sigh. "Ahhh - it's good to be back!" He grabbed a slice of pizza from the box next to him and sniffed it tentatively. "You hungry?"

"Not anymore!" Kit replied, screwing his nose up as he set down an moldy soda cup.

Baloo frowned - the boy seemed to sizing the place up a little too critically for his tastes... He picked up a newspaper and browsed through the sports page. "Hey - the Sox won the Series!"

Kit giggled. "That paper is three months old! Just like these unpaid bills..."

"That's all detail stuff Kid! Me, I'm a big picture kinda guy!"

"No way to run an airline!" Kit scolded, shaking his head.

~What's with this kid - thinks he's my mother?~ "I only work when I have to, an' no more!. _Flyin'_ is what life's all about!" Baloo grinned. Inspiration struck, and his arms moved seemingly on their own accord. He grabbed the old red and blue baseball cap that had been sitting in his filing cabinet for - well, for a long time - and tossed it at Kit, where it neatly landed on his head. "In fact, I been thinkin' of addin' a navigator! Ya interested?"

"Me?" Kit scoffed, flipping the bill around to the back. "No way! I gotta get back to Louie's Place!"

~Oh well - screwy idea anyways...~ "Uh - didn't we just _leave_ there?"

"Yeah! And I wanna go _back_, okay?" Kit scowled.

Baloo couldn't help but laugh at the defiant glare on Kit's face. "This tough guy routine work on _all_ yer friends?"

Kit turned and slumped his shoulders. "I - I don't have any friends..." he whispered, all the toughness gone from his voice, leaving what sounded like a lonely little boy in it's place.

Baloo sensed a lot of pain in that voice, and he thought of another young bear about Kit's age who felt a lot of pain once. He was struck by an overwhelming urge to comfort the cub. He knelt and put an arm around the boy's shoulder. "Look, Kid - I'm not due back at Louie's fer a few weeks!" he said gently.

"But - but I gotta go _now_!" the cub replied desperately. There was a knock on the door, and Baloo sauntered over, Kit at his heels.

A diminutive bear in a blue coat and black top hat stood outside. "Mr. Baloo?" he asked in a nasally whine.

"The one and only!"

"I'm from the Cape Suzette National Bank. It's about your plane... _You_, Sir, are delinquent on your last six payments! And unless funds totalling three thousand dollars are deposited in our fiduciary institution by nine A.M. tomorrow, we will be forced to foreclose on your aircraft loan!"

Baloo frowned. He wasn't sure what the little fellow was saying, but he didn't think he liked it. "Zis guy speakin' English?" he whispered to Kit.

The boy whispered back. "Translated, he said 'No dough, plane go!'"

Baloo was flabbergasted. "Y-you're gonna take my _plane_?!? B-but - you can't! That's my baby!" he stammered, lifting the diminutive bear off the ground.

"We have sent you numerous notices..."

Kit's voice flashed in the pilot's brain. 'Just like these unpaid bills!' "But - I thought those were sweepstakes giveaways!" he spluttered, setting the little bruin down and straightening his hat.

"You have until nine A. M. tomorrow. Good day!" the man said stiffly, and departed.

Baloo banged his fist on the wooden building in despair. "But three thousand smackers! What am I gonna do? What am I gonna do?!?"

"Well - couldn't you take a job or something?" a voice peeped from behind him.

Kit! he'd almost forgotten the boy was there... "A job? Kit - yer a genius with a capital 'J'! I'll go down to the ol' job board! There's bound ta be somethin' there that'll pay three grand!" He took off at a jog, Kit trailing along close behind him. His plane - how could this be happening? His plane was everything, his whole life! How could he have been so careless?

The job board was less than a quarter mile up the harbor, and Baloo's feet were propelled by desperation. Within a few moments they'd arrived. "Can you really make three thousand bucks this fast, Baloo?" Kit asked.

"Sure - if the job's nasty enough." Baloo said grimly. Again, he'd almost forgotten the boy was there. Now that he remembered him though, Kit filled his thoughts even as he worried about his plane... 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...

In that instant, a million thoughts flashed through Baloo's mind. The cub's face tore a hole in him - his eyes were dark, there was a gleam there but sadness, too. His features were gentle, innocent - but even in the short time Baloo had known him he's seen darkness shadow that sweet face more than once. What kind of secrets was the boy hiding?

But what business was it of his? The kid had said he didn't want to be his navigator... and what did he need a kid around for anyways? Another mouth to feed, he might have to work more - the kid probably couldn't look after himself that way. But then, if he had no folks maybe he already was? But what if he did have folks, and they came looking? It was heartbreak waiting to happen - there'd been too much of that already - hadn't he learned? Still - the kid sure loved airplanes...

"Uh... Baloo muttered. His plane - that was his concern right now. Not some kid he didn't know from Adam! "You - you look after yerself, OK? Be... be careful..."

Kit's eyes fell. "Yeah. You too." he mumbled, and walked off along the water. Baloo watched his form grow smaller and smaller, the cub's shoulders hunched low and his step laboring. Why did he want to stop him - to call out? Should he? Maybe the kid had nobody else, maybe he was in trouble, no money...

Money! He glanced at his watch. The Sea Duck! He had to hurry... With a sigh, he started back towards Baloo's Air Service and his waiting plane, his mind troubled and his heart heavy. "He's not yer responsibility!" Baloo muttered angrily. His voice rose in his throat and he turned, half ready to shout out, but the boy was already gone.

"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 life 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's - 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?

Kit slowly ran his spoon through the empty bowl, the other patrons on the counter casting an occasional look of irritation in his direction as the metal scraped the glass. Outside, dusk was creeping in, the sky to the west showing the last vestiges of orange that remained from a brilliant sunset.

Kit knew he shouldn't have spent any money on ice cream given the fact that he had less than two dollars in his pocket, but it'd been a long time since he'd had access to the comforts of civilization, and the food on the Iron Vulture was unpalatable to say the least. Besides, he was feeling depressed, and ice cream always used to cheer him up when he was depressed...

"Can I get you anythin' else, Hon?" the waitress, a blue-haired goose with an ever-present wad of chewing gum in her mouth, asked him kindly.

"No thanks." Kit sighed. "I'm all set." He took out two quarters and laid them down on the counter, turning to leave.

"You OK, Sweetie?" the waitress frowned.

"I'm fine, thanks!" Kit smiled weakly, not in the mood to take comfort in friendliness from strange adults. The boy walked out of the diner and into the night, taking in the sights and sounds of the city around him. It had all seemed so bright and beautiful during the day - and from the air - but now it was dark, lonely and impossibly big. A year spent in the confines of the Iron Vulture and Pirate Island left the cub ill-adjusted to the hustle and bustle of a major city.

"Snap out of it - you got work to do!" he chided himself, walking towards the harbor again. He had a treasure waiting for him, if only he could _get_ to it - so why were his thoughts filled with the fat grey bear who'd given him a lift back from Louie's? It didn't make sense. Kit had lived on the streets before, and much younger at the time too. There was no place for sentiment out here, on your own. There were no friends. If he hadn't known that before he at least knew it now...

He faced a quandary - it was dark, and most of the pilots were grounded for the rest of the day. Kit had stowed away countless times before, both on 'friendly flights' - the hobo tolerant variety - and non-friendlies too. That would do him no good here, though - he couldn't simply pick a plane and go where it took him, as he had in his hobo days. He had a very specific destination in mind - Louie's. He'd simply have to find a pilot who was headed there and glean a way to hitch a ride.

He stopped and took his bearings. The harbor was dead ahead, and with it the dock works and shipyards that clustered there. The airfield was probably on the other side of downtown, by Kit's reckoning, but he couldn't be sure.

Louie's - now that was a place that seemed to cater to a fairly rough crowd - not as rough as the pirate dives where he'd first encountered Don Karnage and his scum, but not exactly refined either, if Baloo and the folk he'd been partying with were any indication. They looked like free-lancers, the kind he'd hitched numerous rides with before. Loners. They'd be more likely to be at the docks, working out of the small-time shippers there, than at the higher-class couriers and airlines that might be at the airfield. Besides, he was already here, and the airfield could be anywhere.

He took a deep breath - the night was cool, but not cold, and Kit knew cold. He set off in the general direction that he'd come from originally, his keen navigator's senses remembering the exact route he'd taken from Baloo's Air Service to downtown. There would probably be no pilots going out tonight, so his initial concern was finding a place to sleep for the night.

With a start, he realized that Baloo's was only a few hundred yards up the shore. He could see it, in fact, by the light of the rising moon. It would be so easy, just to go over there and ask Baloo if he could sleep there... The grey bear might even feed him dinner. It would be so easy...

"No!" he growled. No complications - the bear had let him walk away, and turned his attention to his own problems. Kit didn't need any complications - he had to strong and tough. There was a treasure out there, if only he could get to it... He went to brush the hair out of his eyes, and realized with a start that he was still wearing the baseball cap that Baloo had given him. He took it off and stared at it for a moment, considering tossing it away. Finally, he set it back on his head with a sigh and set off to find a warm place to sleep.

"Hello Mr. Speendecker, this is Rebecca Cunningham." the brown bearess said, drumming her fingers on her desk nervously. "How are you this morning?"

"Fine, thank you Miss Cunningham." the banker's voice cooed in reply.

"Mr. Speendecker, I've decided to go ahead and purchase the deed to that foreclosed air cargo company-"

"I'm terribly sorry..." the banker interrupted. "It seems that the current owner was able to bring his loan up to date before the foreclosure deadline. Quite surprising, frankly, given his track record-"

"Really?" Rebecca's heart fell. It had sounded so... _right_. "So it's off the market, then?"

"I'm afraid so, Miss Cunningham. To be quite honest I truly believe you're better off - as I told you the other day air cargo is a fad, why in a few years-"

"Yes, I remember." Rebecca sighed. ~Fad, my fanny! This idiot wouldn't know a good opportunity if it bit him on the hand...~ "Well, it appears to be moot in any case, doesn't it Mr. Speendecker? What else do you have available? Anything new?"

"There is a small clothing company, specializing in wools and tartans. Good infrastructure, but apparently a victim of bad management. That would be a most suitable venture for a young woman, don't you think?"

Rebecca scowled. Sweaters? It just didn't sound like her... "No, I don't think that's it. Anything else?"

"Well - only the ones that I told you the other day, Miss Cunningham. A restaurant-"

"I remember." she interrupted glumly. ~Damn! That air cargo business was perfect!~ "I want this to be right, Mr. Speendecker. Is there any chance that cargo firm will be on the market again?"

"It's possible... Given the past track record of the owner, he may very well become delinquent on his loan again. Of course, there's no telling when that could happen."

"I understand." Surely, it was better to wait for the _right_ opportunity, rather than leap into the wrong one, just for the sake of leaving Winger City? Nothing would change, she could always leave later. She had her whole life ahead of her...

"Miss Cunningham?"

"Yes... I'm going to hold off for now, Mr. Speendecker. Please keep tabs on that firm, or anything similar that comes available. I'll check back with you periodically."

"Very well, Miss Cunningham." the banker said stiffly. "A pleasure speaking with you."

"You too. Good-bye." she sighed, cradling the receiver. It was a minor setback, temporary... Still, it bothered her, more than it should. It was an opportunity missed, she felt it...

With a start, Kit awakened, and opened his eyes with a jerk. He looked up to see a tall figure's yellow eyes, fiercely gazing at him in the dark, and yelped softly.

"Wha...wha-" a bobcat mumbled as the boy's cry awakened him. "Who-"

"So, my little sewer rat. I don't imagine you expected to see me again." the tall figure, now revealed to be a crocodile in a black suit, cooed at the boy.

"Who are you?" the bobcat demanded, in a surprisingly robust voice.

Disdainfully, the croc put a boot on the old man's chest and shoved him over. "Shut up. My business is with this vermin. He has stolen something from me."

"I-I-I've never seen you before!" the cub stammered in a high-pitched voice.

"My pocketwatch, boy! I know you stole it - I chased you for six blocks! You're an elusive little weed, I'll grant you that. Easy enough to track down, though."

"Now just a minute -" the bobcat interrupted. The croc turned and viciously slapped him backhanded across the face, and he fell back to the sand.

"I won't warn you again, old man! My business with the boy will be completed without any interference from you!" He turned to the cub. "When I came here, I was just going to take my watch back and leave you a little - souvenir - to remember me by. But now you've gone and made me angry. I think I'll do a little public service instead." He advanced on the boy with a grin, and the cub cowered back even further.

"I-I'm not afraid of you!" the boy said with surprising defiance. The bobcat had sat up, and shook his head, dazed, a trickle of blood running from the corner of his mouth.

"You should be, boy, you should be..." he cooed, grasping the boy by the front of the sweater. "You're nothing but a scourge, sucking off the lifeblood of the decent people of Port Wallaby. You'll be a pest your whole life, sewer rat - so I'm going to do the city a favor and solve that problem now!" He pulled a large switchblade knife out of his coat pocket and pulled the boy off the ground.

With a startled cry, the croc dropped the boy, who rolled to his feet, eyes blazing with fear. The old bobcat had sunk his teeth into the croc's arm with a vicious bite. The croc shook his arm wildly, finally dislodging the old bobcat, and turned to look for the boy.

"Run, boy! Get out!" the old bobcat yelled, and the boy stumbled, started to run away, as the croc took a step in his direction, raising the knife. "Aiyee!" the croc screamed, causing the boy to look back. The bobcat had attached himself to the croc's leg and was ferociously biting his ankle.

The cub ran, blindly, his thoughts a whirl. He took a final glance back, saw the silhouette raise the knife and strike down, fiercely, once, then twice. The boy turned and ran, and did not look back again. Tears rolled down his cheeks.

Kit woke with a start, his eyes darting around him wildly. He panted raggedly, straining for breath. "No!" he sobbed quietly, springing to his feet. As his eyes adjusted he made out the details of his surroundings - paint cans, storage boxes, airplane parts - and realized that he was not under the Port Wallaby pier, as he had been in his dream. His breath slowed, and he closed his eyes and sank wearily to the floor.

He rubbed his eyes and was startled to feel hot tears there - tears he hadn't cried for a long time. Why had the old man come back to haunt him again, after so long? He'd left Kit alone for months, and the boy could hardly afford these distractions now that he was back on his own. Now that he was alone.

The cub sat, head buried in his hands, for long moments, slowly gathering his composure and banishing the demons of nightmares from his thoughts. It always took time, and he always felt spent and exhausted after, but he needed all of his faculties. Finally he stood and stretched wearily, getting his bearings. He was in a tiny storage shed that he'd found unlocked the evening before. Outside, he could faintly hear the ringing of a signal buoy on the harbor. It was time for him to find a ride...

The boy checked his watch - seven fifteen A.M.. He opened the door of the shed and stepped out into the bright sunshine of the Cape Suzette morning. The warmth immediately bucked his spirits a little - he was used to waking up stiff and sore from cold after sleeping in places like the shed. He looked around him - several planes could be seen moored on the water, tied to the docks that fronted the numerous small buildings along the shore. A few people milled about here and there, on the docks or near the buildings. Kit set off at a brisk walk towards one of the planes, his stomach growling with hunger.

The blue seaplane sat unattended on the water, no signs of activity nearby, but a few docks farther along the water he saw someone loading crates onto a hulking Drummond P-54 freighter. He took off at a jog, and as he drew closer saw that the man was a husky panther in a tan flight shirt. He easily lifted the large crates in his burly arms and muscled them into the cargo hold.

"Hey." Kit said casually. The panther paused for a second or less, staring at the boy, then resumed his chore. "Need some help?" Kit asked cheerfully.

"Get lost!" the man growled, not pausing in his task.

"Sorry!" Kit said softly. "Listen - I need a ride. If I load those for you maybe-"

"I said _get lost_!" the panther growled, advancing on the cub menacingly.

"Sorry, sorry!" Kit stammered, backing away quickly.

"Damned urchins - I don't need your trouble! Beat it before I call the cops, you hear me, Runt?"

Kit didn't need to be told again - he dashed away at full speed, leaving the big cat muttering in his wake. "Well, that didn't work!" he grumbled to himself. He was frustrated - Kit had never really cared - or at least never been able to afford to care - where he was going before. Stowing away or bumming a ride was easy under those circumstances. He was in new territory now, and he didn't like it.

Activity was picking up around the docks now, as a few more late risers straggled outside and began their tasks for the day. Kit saw a tall, thin grey dog stretch mightily and disappear into a battered white seaplane. The cub dashed over, hoping to catch the pilot before he took off, but before he reached the dock the man appeared again and started back towards the wooden building next to the pier.

~Time for something different...~ Kit mused. "Uh, excuse me? Mister?" he called out, faintly as possible without being too soft for the man to hear.

"Eh?" the dog said, surprised. Kit saw his face for the first time, and he was quite young, perhaps twenty-five. "Scared me, Kid! What's up?"

"Um..." the cub began hesitatingly. " I'm real sorry to bother you but... I need a ride, that is if you're flying today... I wouldn't ask, but you looked so nice-"

"Eh? A ride?" the dog squinted. "What's this all about?"

"S-sorry!" Kit sighed, burying his face in his hands. "It's just - I'm in trouble Mister! I really need your help..."

"What kinda trouble, Sonny?" the dog said amiably.

"I - I was s-supposed to meet my folks... at someplace called Louie's. And n-now I c-can't get there, and they'll be real mad-" he stammered.

"Louie's?" the dog frowned. "Sure... But what's this all about? How old are ya, Kid?"

"F-fourteen." Kit sobbed. "S-see... I was staying with my Grandma - My dad gave me some money, for an air taxi. But I _lost_ it! I lost it Mister, and I'm gonna get in real trouble, and I _can't_ tell my Dad - I just can't! He gets real mad and when he's mad he - he-"

"Take it easy!" the man smiled, giving the boy an appraising look as he peeked back at him through his fingers. "That's quite a story... Listen, I-"

"_Please_ Mister!" Kit begged. "I'll help you load your plane, whatever. I'm stronger than I look!"

"Calm down, Sonny!" the man chuckled. "I ain't got no cargo to load, Kid. But I gotta pickup in New Fedora, and Louie's ain't too far outta the way. I'll give ya a ride over there if ya want."

"R-really?" Kit sobbed.

"Yeah, whatever." the dog grinned. "I'm Rick. Whadda they call you, Kid?"

"Uh, Kit. Kit Cloudkicker." the boy sniffed. "Gee thanks, Mister! You're savin' my life-"

"No sweat!" Rick chuckled. "And it's Rick, not Mister! Now come inside, I can hear your stomach all the way over here! I might have a donut or somethin' around the place, you can eat something before we take off."

"Thanks!" Kit grinned, following the tall dog into the ramshackle building. Pilots, as a rule, were decent folk - and in Kit's experience, the scruffier they looked, the nicer they were. Phase one of the plan was complete...

Rebecca's morning had progressed much like most of her mornings had over the last year. She woke Molly, fed her breakfast, showered and dressed while the cub was eating. The it was into the old Grymouth sedan her father had bought for her, drop the girl at nursery school and on to the Cunningham Holdings building. She could have done it in her sleep, and there were some mornings when she was quite certain she had.

Everything felt different today, however. Her steps were heavier, somehow. This was the day she was supposed to have left for Cape Suzette, for her new life. Instead, she was squarely ensconced in her old one. Molly and her father had been the two happiest folks in Winger City when they'd found out the deal had fallen through, each for their own reasons. ~The girl takes after her grandfather.~ Rebecca mused bitterly.~ Both of them scared of change, and both determined to get exactly what they want.~

She knew something was amiss as soon as she arrived in her office. Everything - her plants, the photo of Molly from her desk, even her calendar - were gone. Puzzled, she headed down the hall to her father's palatial space. The Cheshire grin on his face was the final clue. "Why, good morning, Becky!" he said innocently. "Whatever's the matter?"

"I think you probably know, Daddy." she sighed. "I'm in no mood for games. What's happened to my office?"

"You mean that storage closet you were in before?" Gregory chuckled. "It's simple - I didn't think that was a space befitting a vice-president - what if the stockholders saw?"

"Vice-president?!?" she gasped. "Dad, I told you that wasn't what was bothering me, why I wanted to-"

"Oh, I know Darling! But you deserve it, and it was time. You're more than capable of handling the added responsibility, and I'm sure the 60% pay raise will come in handy!"

"Added responsibility..." she sighed. "Dad - you already have a full slate of V.P.s-"

"Always room for one more!" he interrupted. "It's still my company, dammit! If I say you're a vice-president you are. I had your things moved into Joel Bearington's old office, down the hall. It's much bigger than your old one, harbor view-"

"Daddy! she snapped. "You knew that I wasn't happy - You knew that I was looking-"

"So look! In the meantime you'll have a nicer office, more money..."

"Daddy..." Rebecca shook her head angrily. It always played out the same way. He never understood her. _Why_ did he never understand her? "I know you think you're doing a nice thing for me, but-"

"But nothing! Look - why don't you just go and get settled into your new office, enjoy it? Then knock off early, spend some time with Molly-"

"Knock off early? What about my added responsibility?" she asked wryly.

"All in good time Becky, all in good time. What's your hurry? Get settled into the job first! You've got plenty of time..."

"Thanks again for the lift, Rick." Kit grinned at the lanky hound, the gratitude in his voice genuine. "You're really saving my life!"

"Sure, Kid." the pilot nodded casually. "Gives me an excuse to stop at Louie's anyways - these cargo runs get pretty boring. Sorry I couldn't find any food in the dump..."

"I ain't hungry." the boy lied, eyes darting about the cockpit of the old seaplane. "Cargo hauling seems pretty exciting to me!"

"I bet!" the dog chuckled. "Ya like planes, Son?"

"Sure! I haven't seen a Huge ForrestAir for a while though. Didn't know there were any still in operation."

"You got somethin' to learn about flattery, Kit!" Rick laughed. "This baby may be old, but she gets me where I need to go, and that's the bottom line. And those bells and whistles don't get the cargo delivered safe."

"Sorry!" the cub said hastily. "I didn't mean-"

"I know ya didn't, don't worry." the pilot said with a wave. He cast a sidelong glance at his passenger. "So Kit - you were stayin' with your grandma, huh?" The boy nodded nervously. "How come you got no luggage? Travelin' light?"

Kit shifted nervously in his seat. "Uh - I forgot it. Left it at Louie's! See, I forget things a lot, that's why my dad was already mad at me-"

"I bet!" the pilot chuckled. "And your parents let a what - eleven year-old - fly alone?"

"I'm twelve!" Kit replied indignantly.

"Small for that! I thought you said you were fourteen?"

"I did - that is, I..."

"Look, Kit - I don't really care what your story is, you seem like a nice enough kid. I don't mind takin' ya to Louie's, no big deal. We're almost there anyways. But if you got parents out there somewhere, don't be a fool-"

"I _tol'_ ya, I'm meetin' 'em at Louie's!" the cub scowled. "And I thought you didn't care?"

"I know." Rick sighed, banking the seaplane in for a landing at Louie's pier. "Just take care o' yerself, all right? Don't be a fool - it's pretty nasty out there, whether you know it or-"

"I know it, believe me!" the cub hissed. He cast a long look at the tall dog as the pontoons kissed the water. "Thanks - thanks for the ride. You didn't have to, I appreciate it."

"You're welcome." the pilot smiled grimly, extending his paw, which Kit shook. "Let's head on in then - I didn't fly all this way just to skip breakfast."

Louie's Place was fairly busy as Rick walked through the bamboo doors, Kit behind him. Louie was behind the bar, talking animatedly on the radio. Rick sidled up to the bar and took a seat, turning to look for Kit, but the boy had disappeared from view.

Kit had slipped away from the pilot, and he crept up the stairs cautiously, scanning the club for familiar faces. The pirates had followed him here once already, and it didn't hurt to be cautious. There was no sign of anyone he knew - other than Rick, who was sipping from a mug of coffee and looking around the bar. ~Looking for me!~ Kit thought.

A swell of relief washed over Kit as he spotted his treasure still safely tucked away in Louie's tiki mask. He grabbed it and clutched it to his chest, and sat down to think. He had to make his way to a major city somewhere, sell the thing. It shouldn't be hard - Louie's seemed to be full of pilots at all hours. Should he stow away or hitch another ride?

There were risks either way. If he stowed away and was caught, he was a criminal - and whoever found him might take the jewel away, knowing Kit would never report the theft to the authorities. Of course, he would never - _could_ never_ do that, in any case - but they wouldn't know that... If he hitched another ride somewhere, that threat was absent - but he was still a hitchhiker, and any pilot without much in the way of scruples might be tempted by the sight of the little wooden box and the weak-looking boy who carried it...

Kit decided to gamble and try to hitch a ride. He slipped back down the stairs, and the sight of Rick at the bar momentarily startled him. He'd either have to tell the dog the truth or wait till he left, otherwise the whole bar would know he was a liar. He climbed up on a stool on the far side of the bar, chin in hands, to think about it.

"You don't say, Cuz!" Louie said loudly, an expression of concern on his face as he continued to address the radio. "Man, dat's bad news! You got no idea why? I'll ask around, Fuzzy, see if I kin figger somethin' out. Mebbe you oughtta lay low fer a while, ya hear what I'm sayin'? Dang - yer right! Well, you be careful Cuz -ya hear me? Yeah, keep me posted. Catch ya later, Baloo!"

Kit jerked upright at the sound of Baloo's name. "What the-" he gasped, fear rising in his chest.

"What was that all about, Louie?" one of the pilots at the bar asked the orangutan. "You seem kinda shook up!"

"Dat was Baloo, Man!" the ape sighed. "He's in trouble - he been in the air three times yesterday and this mornin' - and Don Karnage has attacked him ever' time!"

"Ya don't say?" another pilot whistled. "Man, that pirate's bad news! How'd Baloo get on 'is bad side?"

"That's just it, Cuz - ol' Fuzzy don't know! He ain't been haulin' anythin' valuable, but outta the blue those crooks is after 'im! He's only just managed to dodge 'em so far, but they clipped 'is port engine this time - he's holed up on some island somewheres, doesn't even know where! He figgers as soon as he shows his tail section, those pirates'll be all over 'em like ugly on - somethin'!"

"Oh no!" Kit gasped, hiding his face in his hands. It didn't help - Baloo's visage was inside his head, staring at him accusingly.

"What're they after _mer_ for? I don't have anything they want!"

"No, no no, no..." he mumbled into his hands. "No..."

"What can I get ya, Sonny? Say..." Louie was standing in front of him. "Ain't you that kid was in here yesterday?"

"Oh, man!" Kit whispered.

"Listen, L'il Cuz - I dunno what yer story is, but I don't want no trouble in my bar! Maybe you better go-"

"What's up?" Rick asked, coffee cup in hand as he sauntered over to them. "Kit?"

"Oh man - I'm sorry, I didn't mean for this to happen..." Kit sighed.

Louie's manner softened a little at the pained look on the youngster's face. "What, Kid? Talk ta ol' Louie! What's goin' down?"

"I can't..."

"Kit - what's goin' on?" Rick asked. "You in trouble?"

"It's my fault." the boy sighed. "I know why those pirates are chasing Baloo."

"Ya do, huh?" Louie scowled. "Listen, Shortstop - maybe ya didn't mean nothin' but Fuzzy's in deep - once those pirates get their claws in ya they don't let go easy. If you kin help him-"

"I can't!" Kit said desperately, blinking away tears.

"Easy Kid, easy!" Rick said soothingly, hand on the boy's shoulder.

Kit balled his paws into fists and pounded the bar angrily. Faces stared back at him, but not Louie and Rick's faces. They accused him, condemned him. He'd done terrible things, and thought to escape them without punishment, even to profit. It was time to end it. He opened his eyes and wiped the tears away absently. He stared intently at Louie. "Can I trust you?"

Louie blinked in surprise. "Kid, mebbe ya don't know, but Fuzzy - Baloo - he's my best pal, we go back a long time. If ya can help 'im out - sure, ya kin trust me all the way to the bank!"

"It's my fault..." Kit sniffed. "I - stole something. From Karnage. But he thinks Baloo has it - he thinks Baloo and I are... friends. I hitched a ride with Baloo yesterday, and Karnage followed us-"

"Man, yer in with some bad apples there, Shortstop!" Louie whistled. "You messed with the wrong guy..."

"You don't know the half of it!" the cub sighed. "Listen - it's not right that Baloo get's in trouble over this - he had nothin' to do with it! I've got to help him."

"How, Kid?" Rick asked dubiously. "You don't wanna mess with Karnage..."

Kit stared at Louie long and hard, trying to find some malice or deception in the ape's friendly eyes. He had to trust him - he had no choice, and he knew it. "Louie - I... I have it - what I stole from Karnage. Here."

"Yeah?"

"Yeah. Listen - if Karnage ever finds me, he'll - he'll kill me. Radio him - tell him you have the rock, tell him Kit Cloudkicker gave it to you. He'll believe you once he hears the name. Leave it somewhere, or have him get it here, whatever - but tell him it's here, Baloo doesn't have it. Tell him Baloo never knew me before yesterday, I stowed away on his plane. Karnage might not believe it, but once he has the stone it won't be worth his trouble to chase Baloo constantly."

"Invite Karnage - here?" Louie hissed. "I dunno, Cuz..."

"I can't give it to him - he'll kill me! It's the only way, I know it is."

"What's this 'stone', Kit?" Rick interjected.

"It's a jewel, a treasure." Kit said. "It was gonna make me rich, but I don't even care anymore. Karnage can have it. I'll just go somewhere, once he has the rock he won't bother to track me down."

"Man, you really got yerself in a pickle, Sonny!" Rick sighed.

"All right, Kid." Louie scowled. "I hate ta even talk ta that scum on the radio, but if it'll take the heat offa Fuzzy's burner, I'll do it. But you'll hafta make like a banana and split before he gets here!"

"I'll give you a lift to New Fedora, Kid. At least it'll get you out of here before Karnage shows up." Rick said, shaking his head sadly.

"You'd be smart not to get involved with me..." Kit said softly.

Louie looked the cub over, up and down. "Man - you look scruffier than a cur at the pound, L'il Cuz! Least I kin give ya somethin' ta eat before ya go. Ya hongry?"

"He's hungry!" Rick interjected. "What ya want, Kid? It's a long flight to New Fedora."

Kit sighed. Even in this jam, with all the trouble he'd caused - he was hungry, he couldn't stop thinking about food. "D'you have any ice cream?"

The ape's face brightened for a moment. "Kid, you asked the right guy! Lemme whip ya up a Krakatoa Special, it'll set ya right."

"Thanks." Kit said glumly, handing the ape his treasure. "Here it is, Louie." The boy slunk over to a table and buried his head in his hands.

Rick and Louie watched him for a moment, as the ape stashed the box under the bar. "Jeez, Louie - he seems like such a nice kid. How'd he get into so much trouble?"

"Who knows, Cuz?" the ape asked sadly. "Mebbe the trouble got into him... Bring him da ice cream, Man. I gotta go radio Don Karnage. Never thought I'd be sayin' that..."

New Fedora was new to Kit - yet another place he'd never been before. As he walked around, he was struck by how dull and lifeless it appeared, after Cape Suzette. It would do, however, as a place to be when Don Karnage showed up at Louie's. Kit knew no one here, and no one knew him. Except for Rick, of course - but the cub had slipped away from him soon after they'd landed. No point in getting another innocent bystander caught up in his problems...

The boy sat on a park bench near the water to take stock. He had, as was his plan, escaped Don Karnage. He was free once again - free but destitute. His dreams of wealth had gone the way such dreams usually do, and he was right back where he'd been a year before, before he'd ever met the pirate captain. The only difference was that he was a year older - and being alone felt lonelier now than it had then.

He emptied his pockets, which turned up a dollar bill and nine cents in change. That wouldn't last long. He was broke, and his survival skills were weak, rusty. Worst of all, he couldn't shake the gnawing emptiness in his gut that threatened to drag him to the ground with every step. He was mourning what he'd lost, and not just the jewel. Grief was a weakness, and Kit knew it. He couldn't afford any more weaknesses - being a small boy on the street presented him with enough physical ones to worry about.

He was right back where he'd been a year ago... and that gave him an idea. If he could survive out here then, he could surely do it now - now that he was older, nearly a teenager even if he didn't look it. But he needed time - time to adapt himself to being around people, time to sharpen his survival skills. Time to grieve. There was only one place where he could do that. With a sigh, he stood and set out to find the airfield.

The diploma sat in the same place it always had - in the living room., above the radio, across from the couch. Rebecca had stared at it on countless nights, most of the time not even consciously noting it's presence. On this night however, it mocked her. She couldn't tear her eyes away.

Hartmouth University. Paragon of the Wisteria League, symbol of higher education in Usland. Masters in Business Administration. Graduated with honors, and a semester early at that. It symbolized all the hope and promise she'd felt as a young woman, the world seemingly at her doorstep, the only obstacles she faced the staid prejudices of a business world dominated by men, and the only limitations those she placed on herself. And here it hung, in her father's house.

Not according to him, of course. But the little two bedroom cottage on Argyle Street was in his name. She would sleep there tonight, and wake up and drive her father's car to her father's office. The father who had given her everything - an education, a job...

"Mommy, can I listen to 'The Specter' with you tonight?"

Rebecca jerked her attention away from the framed document to her daughter, who had wandered out of her bedroom and stood expectantly in front of the couch, her doll Lucy clutched in her arms. "Is it that time already? I don't know, Molly... The last time I let you listen you had nightmares, remember? About the big carrot that tried to step on you?"

"Aw, I was just a little kid then!" the yellow cub scowled.

"It was only three weeks ago!" Rebecca chuckled.

"I can handle it, Mom!" the girl pouted, sticking out her lower lip. Molly only called her 'Mom' when she was trying desperately to sound all grown up.

~So much like her grandfather... Always gets what she wants...~ "Oh, all right Sweetie. " Rebecca sighed. She walked over to the radio and tuned in NCB. "Come on up and sit with me, Honey, in case it gets too scary."

"OK!" the cub grinned, climbing onto the couch.

"Why do you like 'The Specter' so much anyway?" Rebecca laughed.

"'Cause it's spooky!" Molly grinned.

"Spooky, huh? I suppose... Won't it be exciting once I start my new job, Molly? There'll be more money for things, you know. Toys, trips..."

"I guess." the cub replied. "That stuff's no big deal. I bet you really wanted to go to Cape Suzette, didn't ya Mommy?"

"Molly! Why would you say that?" Rebecca asked, surprised.

"I ain't stupid! Mommy, if you really wanna go I'll be OK, I promise."

'Thanks!" Rebecca whispered, hugging the little girl to her chest. "You know, it's very important that we talk about why I wanted to-"

"Shush! It's starting!" Molly hissed urgently. With a rueful shake of the head, Rebecca leaned back on the couch and closed her eyes, giving herself over the Specter.

The landscape beneath the Conwing L-16 was beginning to look familiar to Kit as the afternoon slowly progressed towards evening. It had been a tiring two day journey from New Fedora, and the cub was feeling the effects of it. This was the third leg of the journey, with thee different pilots, but he was in no hurry. He had no plans.

Somewhere behind him, Don Karnage probably had the jewel in his possession by now. Kit had planned his whole future around that treasure, and now that it was gone he felt adrift. He saw several paths in front of him, and he didn't much like the looks of any of them. He didn't expect to find answers where he was going, but maybe if he were lucky he would find rest.

"Nearly there." the gruff voice of the pilot next to him broke Kit's reverie. He'd hooked up with Garon in Lipton, a small cargo town north of New Fedora. The L-16 had been adorned with the friendly flight marker, and Kit had been only too pleased to find anyone going where he wanted to go. Fitting, somehow, that he should complete this journey in an L-16. "You been here before, Son?"

"Yup." Kit replied softly. The old leopard was nice enough, but the cub was in a contemplative mood.

"Ain't exactly Valhalla." the grizzled cat scowled, bringing the seaplane in low and extending the landing gear. "Decent folk though. Kit, you got no stuff at all? No bag? No clothes?"

"Nope." the boy sighed. "Just me."

Garon shook his head. "Guess Freeburg's as good a place as any then. You got any money?"

"A little." the boy lied.

"You can't stay here forever, Kit." the man frowned as the wheels screeched into contact with the lonely landing strip. It was surrounded by thick forest on all sides. "What're you gonna do after?"

"Dunno!" the cub smiled wearily. "I got no plans. Guess I'll figure something out when the time comes. It worked for me before... Are you coming to the camp?"

The Conwing coasted to a stop at the end of the strip. "Naw - got a pickup in a few hours. Say Hi to everybody though."

"Will do. Thanks for the ride!" Kit grinned, extending his hand. "Is the camp still in the same place?"

"Yup - quarter-mile due east." the leopard nodded. "Take care o' yourself, Kit."

"You too, Garon. Thanks." The boy hopped down to the ground and set off through the trees. The old leopard watched him, frowning, until he disappeared. He pivoted the L-16 and set off down the landing strip, taking to the air and vanishing into the setting sun.

Kit walked briskly through the forest, eager to arrive at the hobo camp and get some sleep. He'd spent time there for more than a year, off and on, before he joined up with Don Karnage. A traveler in need was always welcome there - there were few rules, hobos is general being suspicious of rules. But certain things were understood - you didn't make trouble for anybody else, and you didn't overstay your welcome. And anything you had, you shared. If you had anything.

The faint acrid smell of wood smoke tickled Kit's nose, which twitched in recognition of the familiar scent. He could hear voices now, faintly, and he began to wonder if he'd recognize many of the folks at the camp. With the exception of a few old-timers who had lost the will or the ability to travel, the cast of characters tended to turn over pretty quickly.

He emerged from the trees into a large clearing, where a group of perhaps twenty souls were gathered around a fire pit, talking quietly. Tents were set up here and there in the clearing, and a few small campfires burned around the main pit like satellites orbiting a star. "Ho!" Kit called, alerting the group to his presence.

"Ho, traveler!" a large wolf called warily. Kit recognized him as one of the semi-regular residents from his time there before.

Kit advanced on the group with a nod. "Lars - it's me, Kit Cloudkicker! Don't you recognize me?" To his surprise the boy recognized several faces in the group. Heads were poking out of tents in curiosity at a new resident.

The wolf extended a grey paw. "Welcome, Cloudkicker! I haven't seen you in better than a year! You've grown!"

"Not enough!" the cub scowled ruefully. "What's new, Lars?"

"C'mon, sit by the fire." the wolf grunted. "You have nothing - no food, no clothes, no sleeping bag?"

"No." Kit said softly.

"Our fire is your fire." a dark-eyed lynx nodded in established greeting as the boy sat cross-legged on the ground. "You hungry, Boy?"

"Yes Sir." Kit nodded.

"Name's Mercury." the lithe cat said gruffly. Kit made a mental note that the deferential pose of his Iron Vulture persona wouldn't fit in with this group. The cat handed the boy a metal bowl of thin stew. "Eat something, you're thin as a board."

"Thanks!" Kit grinned, spooning some of the stew into his mouth. He'd forgotten in his exhaustion just how hungry he was. He looked around and nodded at several faces he recognized. His eyes fell on a lioness dressed in a ragged black blouse and skirt, perhaps in her mid -60s. "Layna!" he exclaimed in delight.

The woman rose and walked over to him. "Kit." she nodded brusquely. The boy was stunned by her coldness - she was a more or less permanent resident, and had been one of the kindest of all the camp inhabitants when he'd visited in the past. "Are you well?"

"I'm fine." the cub whispered, the hurt plainly visible in his face. The lioness smiled thinly and patted him on the shoulder, then disappeared into her tent. Kit returned his attention to the stew, conscious of a quiet that had descended on the camp. The only sound was the crackling of the wood on the fire and the rustling of the wind through the trees.

The boy had nearly finished the stew when he felt a hand roughly grab his shoulder and shake it. He spun and looked up into the face of a spotted hyena, one of the faces he'd vaguely recognized from before. "It's Griff - right?" he said politely.

The hyena scowled and spat onto the ground next to Kit. "You got a hell of a nerve coming back here!" he growled.

"Huh?" Kit gasped, sliding away from the towering figure.

"You heard me! Where's your friend Don Karnage?"

"D-Don Karnage? He's no friend of mine!"

"Griff..." Lars said softly, standing and placing a hand on the hyena's shoulder.

"You're a pirate!" Griff spat. "You're a traitor to all of us, Cloudkicker. Everybody who ever accepted the hospitality of this camp! Pirates are the scourge of travelers everywhere, and you're a pirate! Get out!"

"But, I'm not-" Kit protested.

The lynx stood. "Sit down, Griff. The boy is tired and hungry. We don't send children away from our fire tired and hungry. Sit down."

"He's no 'boy'!" the hyena scowled. "He's one of Karnage's scum!"

"No!" Kit shouted. "I - I was... but I left! I got away from him, I ran..." Several of the faces around the fire were staring at him with scorn in their eyes.

"He doesn't deserve our food, our fire! What's the matter, scum - Karnage didn't give you a big enough share of his stolen loot? Didn't let you get in on enough of the killing?"

"Stop!" Lars hissed.

"No!" Kit sputtered. "I'm not like him! I'm _not_ _like_ _him_! I'm not!" The cub threw his bowl to the ground, sprang to his feet and dashed into the trees.

Kit ran for a few moments, blindly, and finally fell to the ground, exhausted. He hugged his knees to his head and closed his eyes tightly. Was it true - was he truly a pirate at heart, when it was all said and done? He was an outcast now - an outcast even among other outcasts. A series of small sobs escaped his chest.

After a few moments he heard footsteps crunching through the leaves, slowly approaching him. He didn't look up, but he could hear someone standing over him, breathing slowly. A pair of hands clutched his shoulders gently. "He doesn't speak for all of us."

"I'm sorry, Layna." Kit sobbed, cursing the tears of weakness that streamed down his face. "I'm so sorry..."

"I know. That's why you were right. That's why you aren't like them." the lioness said gently.

"I shouldn't have come here..." the cub whispered hoarsely. "Griff's right, I betrayed all of you, I don't deserve your hospitality-"

"Nonsense!" the lioness chuckled, squeezing his shoulders. "We don't turn away hungry children, Kit. We'd be no better than pirates if we did. I was angry, when I first saw you... but now I'm not. I know you better than Griff does. He's a loudmouth, a troublemaker. He's made mistakes in his life, too. We all have. I'm glad you're here, now."

"I'm so sorry, Layna... It was the worst thing I've ever done! All I ever seem to do is make trouble..."

"I know you're sorry." the lioness said softly. "You stay in my tent tonight, it's going to be chilly. Come on back to the fire now."

Kit closed his eyes and saw the ragged faces staring at him, contempt etched in their stares. "They all hate me, Layna!" he sobbed, willing the tears to stop with no success. "They hate me..."

"A few do. Old Layna has been here a long time, her words carry some weight. They'll change their tune." the lioness chuckled. She hugged Kit to her chest and smoothed the fur on his head tenderly. The boy was aware of the musty, sour smell of her clothing, but also of the comforting warmth of her embrace. "Stop crying, now. We've all had our troubles, Angel. That's why we're here. Stop crying and come by the fire, get warm. You'll feel better after a long sleep."

The cub sobbed a few times, then took a deep breath and lifted his head, forcing a smile. The old lioness grabbed his hand and they walked back to the fire pit, glowing bright orange in the encroaching darkness.

Despite his exhaustion sleep refused to claim Kit for a long while. He lay in a tattered sleeping bag in Layna's tent, watching the flames from the fire pit dance in silhouette through the canvas. After a time he heard voices outside, engaged in a debate. They spoke quietly, but he could hear the intensity of their speech. Finally, the tent flap opened and he saw Layna drop a cigarette to the ground, crushing it with her foot.

Kit lay back, hands behind his head, as Layna stepped through the opening and into the tent, carrying an oil lamp. "Still awake, Angel?" she smiled at him.

"You shouldn't call me that." the cub whispered.

"Hmm. Angel?" the lioness chuckled, sitting cross-legged on the old army cot that served as her bed. "Whyever not?"

"Because of who I am." Kit said sullenly. "Because of what I've done... Can you ever forgive me, Layna?"

"I already have, Child. It's not my forgiveness you should be concerning yourself with." She smiled at him by the flickering light and was seized by a fit of coughing. She took a sip of tea from a metal cup and leaned back on the cot. "You're an Angel to me, Child. The same angel who walked into this camp with Rudder whenever it was, two years ago... And you don't belong in this place any more now than you did then. You'll always be an angel to me..."

"Thank you." the boy whispered, shutting his eyes tight. Her words of comfort filled him with pain. The old lioness coughed again, violently, and breathed heavily. "Are you OK, Layna?" he asked in concern.

"What - this cough?" she laughed bitterly. "Too many cold nights, Kit. Is that old sleeping bag all right?"

"It's fine." Kit smiled. "Maybe you should see a doctor-"

"Bah! Don't hold with doctors!" she scowled. "Stop worrying your head with that, Angel. Get some rest." The lioness extinguished the oil lamp and sighed. "Sleep well, Kit."

"You too. Night." Kit yawned, weary beyond description. The old lioness hummed a wordless tune in the dark, her rough voice taking on a kind of beauty as the cub hovered between wakefulness and sleep. Long buried memories, the faces that once inhabited them long since lost, sparked into life and entered his thoughts as they sometimes did. The voice carried him away, and gentle arms rocked him to sleep in his mind.

"Here we are, Molly." Rebecca pulled the car into the long driveway of her parents' house. Dinner at her parents' place was always a mixed bag for Rebecca - her mother's cooking was a welcome change from her own somewhat more pedestrian fare, and she felt it was important for Molly to spend time with her grandparents. Still, she saw so much of her father already, during the week...

"I wonder what Grandma cooked for dinner." the yellow cub mused as her mother carried her up the long walk to the front door.

"I dunno, Molly!" Rebecca chuckled. "You don't have to act so zealous! I try my best, you know, but all that culinary stuff never made any sense for me..."

"What's 'zealous', Mommy?"

"That's you slobbering all over yourself knowing you don't have to eat Mommy's cooking!" the bearess laughed, unlocking the door and stepping inside. "Hello all - we're here!"

"Hello Darling - in here!" Kayla called out from the kitchen. Rebecca set Molly down and the little girl dashed in ahead of her. By the time Rebecca reached the huge kitchen Molly was already in her grandmother's arms. "Hello, Rebecca! How are things?"

"Fine Mother. Where's Dad?"

"Oh, he's working on some big project down at the office. The usual, some acquisition or something. He said he'd try to be back by dinner time, so-"

"Don't wait for him!" Rebecca chuckled ruefully. "I understand, Mom. That's odd - I didn't know anything about a big deal coming down..."

"What's fer dinner, Grandma?" Molly piped in.

"Your eyes are as big as your stomach!" Kayla laughed. "Roast ptarmigan, with garlic potatoes, broccoli and rosemary bread."

"Roast ptarmigan?" Rebecca chuckled, savoring the delicious smells emanating from the oven. "Mom, I don't know how you do it!"

"It's not so hard." her mother said digressively. "You just rub the skin with-"

"Grandma, can I go see the horses?" Molly interrupted.

"Of course Darling." Kayla smiled. "Let me just get the potatoes started. Well, Dear - I suppose you're glad you didn't go to Cape Suzette now, eh?"

"What do you mean, Mother?" Rebecca frowned.

"You didn't hear? There was some sort of invasion, air pirates or some awful thing. They destroyed a bunch of buildings, bridges. People were hurt-"

"Air pirates? Really?" Rebecca asked, slack-jawed. "When did all this happen?"

"Oh, just the day before yesterday, I'm surprised you didn't hear about it. I still have the newspaper around somewhere..."

"Horsies!" Molly snapped petulantly, tugging on the black bearess' apron.

"All right!" her grandmother laughed, scooping the cub up in her arms. "If anything starts to boil you'll turn down the heat, Rebecca?"

"Of course Mom." Rebecca said absently as the two disappeared out the back door. Air pirates - in Cape Suzette? That was strange. And why did it upset her so? She almost felt... guilty, somehow, as if she should have been there, fighting them off. Strange. With a sigh, she went to search for the newspaper.

Rebecca checked her reflection in the mirror of the executive washroom for the fifteenth time. She was perfect - her makeup, her hair, her blouse. Not a wrinkle or a stitch out of place. So why did the idea of walking into that boardroom fill her with a sense of dread?

~My first board meeting. Something I've dreamed about since I was a little girl... No, scratch that - something I dreamed about _as_ a little girl. Haven't dreamed about it much since then...~ With a sigh she turned and slipped out of the washroom and headed down the carpeted hall towards the big double doors at the end.

Her father had spent so many hours in that room. So many great decisions, fortunes made. It was as much his home as the house he slept in. It gave him everything he wanted out of life. Without it, he wouldn't be a whole person, and she knew it.

She paused outside the door, straightening her skirt one last time. ~First impressions...~ she thought bitterly. But then, those men in there already had their impressions of her. She was the boss' daughter. The boss' daughter and now she was on the board.

She cracked the door open and gingerly stepped through. A flurry of hushed conversation ceased as soon as she stepped into the room, and the six men who sat around the long oval table stared at her collectively and then looked away. She nodded a greeting and smiled stiffly. An empty chair sat at the far end of the conference table, opposite her father's place. She headed for it and sat down, setting her briefcase down next to her.

"Welcome, Miss Cunningham." Mr. Blowers, an officious looking hippo who had been on the board for almost twenty years, smiled at her. "It's good to have you on the board at last." The other men around the table mumbled greetings in concert.

"At last?" Rebecca smiled tightly.

"Well... Of course we all knew it was only a matter of time before you joined us on the board!" the hippo nodded awkwardly. "Someone of your talents..."

"Of course!" she nodded in response. "I'll certainly do my best to make a positive contribution."

"I'm sure you will."

Gregory Cunningham walked into the room, beaming as he saw Rebecca sitting at the end of the table. "Good morning everyone! I see our newest board member is right on time."

"Good morning,..." Rebecca began. What to call him? They hadn't discussed it... "Mr. Cunningham."

Her father chuckled. "I think under the circumstances no one would object to your calling me 'Dad'! Anyone?" There was a general chorus of nods and nervous chuckles. "'Dad' it is then!"

"Fine." she smiled, feeling a blush rising on her cheeks. That had been awkward...

Her father plowed ahead. "Ah Rebecca - this is a dream come true for me, a dream come true! It's an exciting day for Cunningham Holdings. Now then - I don't expect you to participate in any specific manner today, Rebecca. Just sit back and observe, get the feel of things. All right?"

"Of course, Dad."

"Very well then - let's get down to brass tacks, shall we? Any new business - Jenkins?" Rebecca settled back to listen, feeling very much the fifth wheel.

Kit shivered as he stepped out of the hand-pumped camp shower that sat near the stream running through the trees. The water was cold, icy cold, just as it always was, and the late winter mornings were chilly, even in this southerly latitude. He got dressed quickly and started through the trees, back to the warmth of the fire pit.

Kit had been surprised how quickly he'd settled back into camp life. After two weeks the routines of the day were firmly ingrained in his mind. There would be oatmeal cooking at the fire pit, small groups of travelers gathered in circles, talking and even laughing occasionally. There would be chores to do, tasks to be carried out. It would be another day.

Kit nodded at Lars as the grey wolf passed him, towel over his shoulder on his way to the shower. Lars appeared to have emerged as the de facto leader at the camp for now. Leaders were anathema to hobos, as a rule, but in Kit's experience someone always seemed to emerge to make sure that things got done, and everyone was fed. It was human nature - some people were always turned to when decisions needed to be made. And decisions sometimes needed to be made, even in Freeburg.

Kit suspected that a decision had been made about him, that first night. Griff had more or less left him alone since, other than an occasional venomous stare. He had been met with cold glares by many of the camp residents at first, but by nature of his obvious work ethic and the fact that Layna had taken him under her wing most of them had come to accept him grudgingly.

Kit figured that Lars had something to do with that too - he liked the grizzled wolf, who had always treated him fairly since his arrival. Lars didn't say much but he acted with quiet determination and compassion. Kit had also liked Mercury, the young lynx who had offered him food that first evening, but he had since moved on, as had a few others. One or two new arrivals had taken their place. That was the way of existence at Freeburg.

Kit was already feeling physically stronger, even on the humble food of the camp. Three meals a day of any sort was more than he was used to. The comforts of a daily routine were soothing, but he still felt the same restlessness he'd felt in his stays here before. There was a defeated quality to the faces he saw, and it made Kit tired to look at them. There was always a sense of romance to the traveler's life at first - even some of the younger hobos at Freeburg still held onto scraps of it. For the older residents, however, there was no romance - only weariness.

"Morning!" Kit grinned at Aly, a young bobcat in her late teens who Kit figured was probably the youngest person in camp, after him. A child passed through, occasionally, but Kit rarely remembered seeing any during his stays here. He settled down next to the bobcat by the fire, spooning oatmeal into a bowl.

"Hi." she smiled. "Sleep well?"

"Fine." The cub savored the warmth of the bland cereal as he swallowed it down. "Has Layna been out for breakfast yet?"

"Nope." the girl said with a shake of the head. Layna had been coming out of her tent later and later in recent days. "She not well, Kit."

"I know." the cub whispered. "I wish she'd go see a doctor. One of the pilot's could fly her-"

"She'll never do that!" Aly chuckled ruefully. "She never liked doctors. I heard she hasn't left the camp in four years."

"Yeah - she told me that too." Kit sighed, scarfing down the hot cereal. "I'm gonna bring her some oatmeal and tea, she must be tired today."

""You're sweet." the bobcat smiled. "Layna really likes you, Kit."

"I like her too." Kit replied, spooning oatmeal into another bowl and pouring a mug of tea. "See you later." He was worried about the old lioness - after an initial burst of energy upon his arrival, she'd been coughing more and more of late, and walking around less and less. She was a shell of the strong, vibrant woman he remembered from years past.

The lioness was sitting up in her cot when the boy poked his head into the tent. "Morning, Angel." she said hoarsely, managing a weak smile.

"Morning!" Kit grinned back at her. "I thought you might like to eat breakfast in bed this morning. You know, the good life! So I brought you some tea and oatmeal."

"That's dear of you!" Layna wheezed. "Such a good heart, you always had such a good heart. Leave the tea, but I'm not very hungry, thanks just the same."

"Sure." Kit smiled, but her refusal worried him. He handed her the steaming beverage and sat cross-legged next to the cot. "I'll leave the oatmeal too, in case you change your mind. Do you wanna talk for a while?"

She was seized by a fit of coughing, then smiled weakly and patted his paw. "I'm not much of a talker right now, Angel."

"That's OK!" the cub replied, and they sat silently for a few moments as the lioness sipped the tea.

"I'm glad I got to see you again, Kit." she said softly.

"What do you mean?" Kit frowned.

"Nothing, nothing." she wheezed. "How long will you stay, Angel? Where will you go?"

I dunno." the cub sighed. "I don't really have anywhere _to_ go. That never seemed to matter to me before, somehow..."

The old lioness shook her head disconsolately. "Poor baby. There are folks somewhere, a man and a woman - they'd kill or die to have a son like you, Angel. It just doesn't seem right."

"Don't you worry about me, I'll be fine." the cub said huskily, squeezing her paw. "I'm tough, I'll be fine."

"Course you will." Layna coughed again. "I'm worn out, all this talking. Run along for a while, Kit. I'll be out before lunch, don't you worry."

"You sure you're OK?"

"Just fine, Angel. You leave that oatmeal, maybe I'll be hungry in a little while." She leaned back, eyes closed.

"OK. See you later." Kit said quietly, slipping out of the tent. He shivered as a cold breeze blew through the clearing. Wrapping his arms tightly around himself, the cub set off for the fire pit to warm up. He stopped short. A black bear, perhaps forty years old and wearing a blue fur-lined flight jacket had appeared out of the trees and was walking towards him. "Chester?!?"

The bear looked up, eyes bleary, and lit up with recognition. "Kit Cloudkicker?"

"It's me!" the boy laughed, and without thinking threw his arms around the black bear, who returned the embrace. Chester and his older brother Rudder, both pilots, had been among the few sometimes residents of Freeburg that Kit had numbered as friends. They were both big-hearted and generous to a fault. "I can't believe it! It's been too long..."

"Great to see you, Kit!" Chester grinned. "You sprung up a little - that sweater fits you now! Have ya had breakfast?"

"Yeah - but I'll sit with ya!" Kit beamed. They staked out places by the fire and the black bear helped himself to breakfast. "When did you get here, Chester?"

"Late last night, Kiddo. Pretty much everybody was asleep. Just woke up a few minutes ago myself."

"How's Rudder?"

Chester laughed. "Y'know Rudder, Kid! He never changes. He never stays in one place long enough for the roots to take. He's haulin' cargo around San Flamingo as o' two weeks ago. I suspect I'll run into him soon enough. How 'bout you? Been here long?"

"Two weeks."

"That a fact." The black bear ate a few spoonfuls of the hot cereal. "I gotta ask ya Kid - what happened? Why Karnage? Rudder 'n I darn near busted a fuel line when we heard-"

"I bet." Kit sighed, looking down at his feet. "I can't tell you Chester - all I can say is, it was the dumbest thing I ever did, and I've never passed a day since I joined him that I wasn't sorry. I ditched him when - well, I even screwed that up, but at least I ditched him. Can you forgive me?"

"Sure, Kit." the pilot smiled. "We all make mistakes. No one expects ya to be perfect, especially at yer age. That's in the past, now."

"Yeah, in the past..."

"Seen any o' the old gang? Who's here?"

"Well - Lars is here. He seems to be takin' care of things, y'know. Old Jeb McPhee's still here - I don't think he'll ever leave. Griff's here, Terry. And Layna, of course. That's about it."

"Layna!" Chester grinned. "I missed her! How is the old gal? I haven't seen her."

"She's - not too good, Chester." Kit whispered. "I been sharin' her tent - I think theyd've kicked me outta here if she hadn't took me in. She got a real bad cough, and she hasn't been eatin' much. It's pretty bad, I think. And she won't see a doctor, naturally."

"Naturally!" Chester scowled. "Always was a stubborn bird. Well, I'll pop in and visit her in a few minutes. Boy, but it's good to see you, Junior! I was pretty worried about you."

"Worried - about me?" Kit asked, surprised.

"Well sure, Sonny! I didn't spend all those hours teachin' ya to read maps and such just to write ya off, did I? I was really down when I heard you hooked up with Karnage, but I figured you were too smart to stick with that crook for long. Figured you'd ditch him sooner or later. It's good to see yer okay."

"Thanks, Chester." Kit grinned. "Thanks for everything you taught me - maybe I'll get a chance to use it someday."

"Sure ya will." Chester chuckled. "I know it."

"You see this?" the woman's voice said. "This is an airplane! That's right! Airplane! Can you say it?"

Kit looked up at the little model, his mouth trying to form the word, but it came out all wrong, sounding like "Eww-play". The woman laughed a musical laugh and tweaked his nose gently.

"That's all right, sweet boy!" she cooed. "You'll be flying in one of these some day, I know you will! Won't that be fun? Yes!" Kit heard himself giggling, and reached his hands up. The woman grabbed them tenderly in her own. For some reason, Kit couldn't see her face - it was blurry, cloudy. He cried out in frustration.

"What's the matter, Baby?" the voice said gently. In contrast to the face, the voice was clear and sharp. It was deep, lilting. She sounded as if she were on the verge of laughter with every word. Her voice soothed his anger, and he smiled. "That's better! That's better!"

The woman reached down and cupped his face in her hands. "My little pilot, that's what you are! Yes you are! You'll be flying a plane one day, my sweet boy. We'll fly together, won't we? Yes we will! We'll fly together...

The voice was gone, and Kit found himself in darkness, silence. He'd tried desperately to summon the voice back, but it would not come. He growled in frustration, then opened his eyes, realizing he was awake. It had been a dream...

Almost as quickly he realized something was wrong. He blinked, his eyes adjusting to the darkness of the tent. What was it? Then he understood - silence. "Layna?" he called out desperately.

He rolled out of his sleeping bag and knelt next to the lioness' cot. He was used to her heavy, ragged breaths, but now there was nothing - silence. "Layna! Layna!" he half-shouted, shaking her gently. "Layna!" The woman did not respond, and he was met with quiet.

He stumbled outside, tears rolling down his cheeks. "Help! Help!" he screamed. "It's Layna! She's -she's..."

Lars was at his side in a matter of seconds, as faces began to appear in tent flaps and heads poked up from sleeping bags. "What is it Kit? What's wrong?" The grey wolf grabbed the cub's hands gently.

"It's Layna! I think she's - I think she's-"

"Wait outside." the wolf said grimly, ducking into the tent. Kit fell to his knees, numb. He wanted to go inside the tent, but his feet wouldn't move. Around him, people were starting to mill about, talking in hushed tones.

Lars crawled out of the tent, a somber expression on his face. He slowly walked past Kit and tousled his hair gently. "She's dead." he said simply. A hush fell over the assembled group.

"She _can't_ be!" Kit said desperately. "I was talking to her last night, before we went to sleep - she was fine! She was making jokes..."

Lars turned with a sigh. "I think she was in a lot of pain, Kit. I think she was tired. It's better. It was her time."

"No..." Kit said softly. He felt hands on his shoulders and saw Chester sitting next to him.

"You OK, Kiddo?" the black bear asked tenderly.

"No, I'm not!" Kit whispered. "I'm not..."

"I know." the bear sighed. "C'mon, let's go to my tent, it's cold out here. Come on." Kit numbly allowed himself to be led over to Chester's tent, taking a last look back to see Lars disappearing into Layna's tent.. He sat on the ground and hugged his knees as the pilot took out a small flask and poured a splash of liquid into a cup. "Here - drink this. It'll calm you down."

The boy dully drank the liquid down, coughing as it burned his throat. The pilot draped an arm over his shoulder. "It'll be OK, Kit. It's hard to accept sometimes, but sometimes it's just a person's time to go. She was very sick..."

"I know." the boy hissed. "It just seems like everywhere I go, bad things happen! I don't mean them to, but-"

"Bull!" Chester spat. "That's horsefeathers, Kit! If anything, she was happier'n she thought she'd be, cause you were there. Cause she knew you were all right."

"But-"

"But nothin'! I've known - knew - Layna a lot longer'n you, Sonny. Believe me, she was happy to see ya. It was her time to go - that's all. You made the last few days better for her. You were the best thing she could've hoped for."

Kit wanted to believe his friend, desperately so. "Why does bad stuff happen, Chester? Why does bad stuff happen everywhere I go?"

"Bad stuff happens, Kit." the pilot said grimly, wrapping an arm around him. "There's nothin' you or me or anybody can do about it except deal with and get on with our lives. It's not yer fault or anybody else's."

"Why did she have to die?" the boy asked softly, leaning his head on the black bear's shoulder, the liquor beginning to have it's effect as Kit drifted towards uneasy sleep.

"I dunno, Kit." the pilot whispered. After a few moments the boy was asleep, and Chester gently lowered him onto his sleeping bag. With a sigh, the black bear took a long look at the cub's sleeping form and slipped out into the night.

The streets of Winger City were teeming with Saturday shoppers, among them a brown bearess in a purple jacket who idly browsed the shop windows, gaily decorated with eye-catching merchandise. She checked her watch - another hour until Molly's Junior Cubs meeting was over, no need to rush.

Rebecca was restless. She found herself feeling that way a lot lately, and unable to say just why. She could never sit down for more than a few moments, never pay attention to a radio show or a book without her mind wandering. Molly had noticed it, of course - the cub was extremely sensitive to her moods.

"That's beautiful!" she gasped, staring at an elaborate girl's riding outfit in the window of an upscale children's store. "Molly would love that..." Rebecca squinted at the price tag and chuckled ruefully. Two hundred dollars, much too expensive. "That's why they call it window shopping..." she muttered, starting to walk on.

The bearess stopped after a few paces, frowning thoughtfully. Why was it too much? Her salary had increased dramatically... If she wanted to buy that outfit for her daughter, there was really no reason why she couldn't. She had to start thinking like a person of means - she _was_ one, now...

With a slightly guilty chuckle the bearess turned and walked into the store, reaching for her checkbook.

"Mommy! I love it!" the yellow cub gasped, holding the burgundy horseman's shirt and black breeches up in front of her.

"I thought you might!" her mother chuckled, savoring the look of joy on her daughter's face. It felt good, bringing happiness to her like that.

"Can we go to Grandma's today and ride?" the girl gushed. "Can we? Please?"

Rebecca pulled her daughter onto her lap. "Not today, Honey. Maybe tomorrow. What's your hurry?"

"Aw Mom!" the cub pouted, sticking her lower lip out.

"Don't start that with me!" Rebecca said sternly. "And what do we say when somebody gives us something?"

"Thanks, Mommy." the cub said sheepishly.

"You're welcome. Now - go and try it on, let's see how it looks on you!" The yellow cub dashed off to her bedroom, leaving Rebecca alone on the couch. She couldn't deny it - it _was_ nice, being able to do something for Molly, just because she felt like it, without having to worry about the cost. Any mother would be thrilled to be able to do that, and of course Rebecca was. She was thrilled.

A somber mood had gripped Freeburg with the passing of one of it's elder members, the woman who had been the heart of the ragged camp. None of the residents was affected more sharply than Kit. He'd moved to Chester's tent since Layna's passing, and hardly spoke to anyone for days afterwards.

"I'm worried about the kid." Chester sighed, staring at the boy as he huddled by the firelight, absently stirring a bowl of stew.

"This is no place for him." Lars said grimly from next to the pilot. "No place for any kid..."

"Yeah - but there are worse places." the pilot answered. "Kit's had so much bad stuff happen to him already... He's tough, but he seems more - I dunno, _sensitive_, somehow. More than he used ta be. Maybe he's just taken as much as he can take, I dunno..."

"He seems to have taken Layna's death OK." the wolf said dubiously. "I haven't seen him crying or anything..."

"I wish he _would_ cry." Chester frowned. "Let some pain out. Sometimes I wish- I dunno..."

"What? What is it?"

"Well - every time Rudder or I would link up with Kit we'd always talk about, y'know, hookin' up with him, permanent-like. But somethin' always came up, somethin' always happened. And we ain't got a real life fer a kid, neither one of us..."

As if aware he was being discussed, Kit looked across the fire at the bear and the wolf and walked over to join them. Lars smiled at him and slid over, making room for the cub between them. "Hey guys."

"How ya feelin', Ace?" Chester smiled. "How ya holdin' up?"

"I'm OK." Kit replied, patting the black bear on the arm. "Chester - are you leavin' soon? Ya got plans?"

The pilot arched an eyebrow in surprise. "I can leave whenever, Kid. I got nothin' specific. I was thinkin' I might head on over to Pazooza and look for some work, sometime..."

"Pazooza." the cub mused. "Well, when ya go - can you give me a ride? I think it's time I moved on. I was never gonna stay here permanent, and with Layna gone..."

"Kit, you know I'll take ya. We can leave tomorrow if you want."

"Kit, I hope you ain't leavin' because of what Griff said." Lars interjected. "Yer welcome to stay as long as you want, he don't speak fer me or anybody else."

"I know!" Kit smiled. "Thanks. But it just feels like time to move on, y'know?"

"Yeah." the wolf sighed. "I been here three months now, I was thinkin' o' moving on soon myself."

"They'll miss you around here. You're doing a great job holding things together." the boy frowned.

Lars chuckled ruefully. "These folks don't wanna be held together, Boy. You know that. They'll get by, they always do. Freeburg will always be Freeburg."

"So - ya wanna leave tomorrow, Junior? Makes no nevermind to me, either way." Chester asked the cub.

"Yeah, I guess so. I'm beat - I'm gonna get some sleep." With a weary smile at the two adults, Kit slipped into the darkness.

"Well - if I don't see ya in the mornin', take care of yerself, Chester. Take care o' the kid, too." Lars sighed, clapping the black bear on the shoulder and standing. "Good night."

"Night." Chester said absently, lost in thought. He sipped his coffee and sat in front of the fire pit well into the night.

"Heading?" the pilot asked, guiding his black seaplane through the high clouds that pockmarked the sky. Far below them, the Pacific was a patch of blue visible through the sea of white.

"Twenty-six degrees, east-southeast." the boy said confidently without looking up from the aviation map spread out on his lap.

"Good boy. Still an ace!" the pilot chuckled, punching Kit's shoulder good-naturedly.

"Thanks. I had good teachers!" Kit grinned.

Chester flew silently for a moment, lost in thought. He turned to the brown cub next to him with a serious stare. "So Kit - what're you gonna do? Once we get to Pazooza?"

"What're _you_ gonna do?" the cub replied, a little defiantly.

"Me? Subject artfully changed, Kid." the black bear chuckled ruefully. "I dunno, really. I'm gettin' a little sick o' travelin', ta be honest. Maybe a little old for it."

"You're not gonna give up flying?"

"Naw - I could never do that. In my blood. Still, maybe it's time I settled somwheres, who knows? I always kinda liked Pazooza..."

"You never did like the hobo circuit as much as Rudder, did you?" Kit asked.

"You got that right, Kit." the pilot sighed. "He was always more caught up in the romance of it than I was. Now, Kid - I gave you an answer, and I expect one back! What're you gonna do in Pazooza?"

"What're you - my father?" the boy scowled.

"No. I'm not your father." the pilot frowned. "Just your friend, that's all."

"Sorry." the cub said hastily, sensing he'd hurt the bear's feelings a little. "You know me, Chet - I'll be fine. I managed in San Flamingo when I was nine, y'know. I can look after myself."

"But do ya _want_ to, Kid? Doesn't it get awful lonely out there?"

"You tell me." Kit rejoindered a little bitterly.

"OK. Yes, it does." the pilot nodded.

"Chester, what choice do I have? I can't go back to any orphanage - I put in my time and I left. I can't live in one of those places - not now that I know what freedom's like."

"Freedom's overrated." the bear said grimly.

"Maybe." Kit sighed wearily. "That's it, Chet. I'm not goin' back to an orphanage - no way. I'll be fine. I always am."

"Fine - like joining up with air pirates fine?" the pilot scowled. Kit flashed an angry glare and turned to stare out the window. "Kit, you wanna stick with me fer a while? Always room for a good navigator-"

"Till you get sick o' me." the boy sighed. "I told ya, don't worry about me, Chester. I'm not your responsibility. I appreciate everything - the ride, and everything else. But I ain't nobody's responsibility but myself."

Chester was more saddened by Kit's last statement than anything else he'd heard. "You sure, Kid?"

"I'm sure." the cub smiled. "Thanks."

Chester stared at him for a moment, then turned his attention back to the sky before him. ~Freedom's overrated. We all find that out, sooner or later...~

"She's a little awkward, isn't she?" Kayla Cunningham giggled, watching Molly slowly walk the Cunningham's large Arabian around it's paddock.

"She hasn't been riding that long, Mom."

"Of course. She sure looks beautiful in that get-up, though! Like she's all ready for The Derby..."

"She sure does." Rebecca smiled. "I've signed her up for riding classes at the equestrian center starting next week. She's counting the minutes, she can't wait!"

"That's wonderful! There's something about little girls and horses, isn't there?" Kayla laughed.

"Yep." her daughter said absently. "Mom, can I ask you a question?"

"Of course." her mother nodded, a little surprised by Rebecca's formality. "Anything, you know that."

"Mother, does Daddy ever - does he ever talk about me? About the office?"

"What do you mean, Dear?" the black bear frowned.

"Oh, I don't know." Rebecca sighed. "It's just - I've been on the board for a few months now, in that new office... but it never seems like I'm actually in charge of anything, somehow. I do some leg work, just like before, research..."

"Well, he never has anything but nice things to say about you to me, Rebecca. He's thrilled to have you there!"

"He may be the only one." Rebecca chuckled ruefully.'

"Rebecca?"

"Oh, never mind Mother. It's just me being me, you know how I am. I worry about everything."

"Well, you needn't worry Darling." her mother said confidently, patting her arm. "Your father is thrilled to have you down there, believe me."

"Of course." Rebecca smiled.

Spring was a lovely season in Pazooza. Frequent banks of fog rolled in off the bay, leaving the pinnacle of Chickapin Hill standing like a beacon above the mist. The fogs were usually followed by brilliant sunshine, which left the city of bridges, Victorian buildings and rolling hills bathed in a golden light.

For Kit Cloudkicker, the advent of spring meant something far more practical - that he had survived the winter, always the first order of business for a homeless child. Winters in Pazooza weren't the bitter, killing holocausts of northern towns like Winger City, but they still brought chill winds, cold rains and occasional freezing temperatures.

The cub had concentrated his efforts over his first weeks in the city on finding work. Starting with the cargo firms and shipyards on the bay, he had presented himself anywhere he could find an unlocked door, with no success. He was too young, too small, too weak or too disheveled for every job. Little had changed in the year or so that he'd been off the streets - it seemed that folks were no more anxious to hire a scrawny twelve year-old than a scrawny eleven year-old.

The boy was bitterly disappointed. He considered himself much more grown up now than he'd been before - why couldn't anybody see that? The demands of survival took over, and he was forced to devote his efforts to finding enough to eat, a dry place to sleep and avoiding the police, always anxious to make an example of a young nuisance.

The cub was nothing if not resourceful - through the occasional quarter he earned by the most menial of tasks, sifting through garbage cans, and the occasional charity of a well-meaning stranger he managed to scrape together enough to survive - but not without resorting to the occasional theft, a prospect which made him extremely uncomfortable.

Even this threadbare existence was eventually formed into a sort of routine in his mind, as the mind is wont to do. This allowed for the intrusion of a crushing loneliness which, paradoxically, was like a companion to the boy. It lurked just beneath the surface, always threatening to wash over him and drag him down into despair. Only by conscious effort was he able to keep his mind focused on survival, and not always successfully.

Kit had slept this night under a bridge in the Porterhouse district, sheltered from a cold drizzle than fell for much of the evening. The porterhouse district was home to many of the city's destitute, along with the bulk of it's opium dealers and prostitutes. The police rarely ventured inside, especially after dark, which made a night of uninterrupted sleep a good bet. The district boasted low quality refuse and no wealthy tourists however, which by day made it a poor spot to forage for survival.

Kit roused himself and began his daily pilgrimage into the wealthier neighborhoods to the north. He was stiff and sore from the cold, and had developed a rattling wheeze in his chest from the countless nights in the damp mists. Each cough brought painful memories of his stay at Freeburg, and the woman who had shown him compassion there. Freeburg was never as attractive for Kit as when he was somewhere else.

Two ladies of the evening passed him walking in the opposite direction, returning to their dens to sleep the day away. Kit recognized their faces, vaguely, as they whistled and laughed at him as they passed. Kit brought a sleeve to his nose and sniffed distastefully. He hadn't showered in over a week, the only bathing facilities available to him at the Redemption Army depot. He despised it - despised the teeming throngs of desperate faces and the meddling of the people of who ran it. As a result, however, he realized that he had developed quite a rank odor, and his clothes smelled even worse. He'd have no choice but to stop at the depot soon. In the meantime, he set off for the fountain in Nations Square.

Nations Square sat at the heart of Pazooza, adjacent to the squalor of the Porterhouse but also the splendor of the downtown shopping district. By noon it would be a teeming throng of locals and tourists, but at nine A.M. it was sparsely peopled. The cub sat painfully on the stone lip of the fountain, coughing from his walk. He rested his lungs for a moment, then slipped off his sweater and dropped it in the water.

He splashed the cold water on his face and shook his head vigorously, then set to washing the sweater as best he could. In cold water and without the benefit of soap it would be a moderate improvement at best, the boy knew, and he'd be unable to wear the sweater until it dried. That made washing it in the morning imperative - at least he'd be in his undershirt through the warmest part of the day.

Several people walked by, unabashedly staring at Kit, who returned their looks balefully. Some had disgust in their faces, some surprise (the tourists, no doubt) and some pity - those were the one Kit hated most of all. "Hey!" a voice shouted.

The cub looked up to see a hulking policeman lumbering towards him. The police were instructed to keep people like Kit away from areas frequented by tourists, and Nations Square qualified as one of those places. The boy grabbed the sweater out of the water and took of at a dash through one of the urban canyons, confident that he could easily outdistance the plodding cop. After shouting in pursuit for a few moments the man came to the same conclusion, and abandoned the chase.

Kit ran for another block or two and stopped, panting, hands on knees. His lungs burned like fire, and his stomach growled angrily. After a moment's rest he slowly set off in search of food. Mornings were the worst time - there were few deep-pocketed tourists about, and no fresh garbage to sift through behind the restaurants.

Kit was desperately hungry after his exertion, and his desperation made him less choosy about his options. He walked a block or two and came upon a row of shops, all of which had stands set up outside under their awnings. It was one of many such neighborhoods in the city. The boy's eyes fell upon a rack of fresh bread cooling on a shelf in front of a small bakery. The smell was overpowering, and his stomach began complaining in earnest.

He edged his way closer to the bakery, dripping sweater in one hand, eyes darting about the street. A few shoppers passed by, but the crowds were still thin. With a lunge, he grabbed a thick loaf of sourdough and started to wrap it in his sweater as he slipped away.

"Gotcha!" a voice snarled as a strong paw gripped his arm. A burly walrus glared down at him. "Thought you'd steal a little breakfast, did you?"

"N-no - I was gonna-" the boy stammered as a few passersby by glanced over curiously.

"Vermin!" the walrus spat. "You're the scourge of this city! I don't wake up at three every morning to bake this stuff so little street rats like you can steal it!" He squeezed Kit's arm viciously, prompting a squeal of pain from the cub.

"Lemme go!" Kit shouted defiantly. "I didn't do anything!"

"We'll see!" the walrus grinned. "Police! Police!" he shouted at the top of his ample lungs. "I'm tired of sucked dry by the likes of you - we'll let the police sort you out."

Kit desperately tried to change tack. "P-please, Sir - don't call the police, I'll do anything! Please!"

It was too late. A blue-uniformed officer sauntered over, club in hand. "What's the situation, Mr. Scapinelli?"

"Theft, Officer. This little rat stole a loaf of bread from me - caught him in the act!"

"That a fact!" the policeman smiled. "Pretty rare we actually catch one of these rascals. I'm sure the judge will be very happy to see him."

"I didn't steal anything!" Kit said desperately. "I was gonna pay for it! I-"

"Shut up!" the officer snarled. He grabbed Kit's wrists and roughly pulled them behind his back, prompting another squeal from the cub. The sweater and loaf of bread dropped to the ground. The officer slipped a pair of handcuffs on the boy and grabbed his elbow. "I assume you'll have no objection to testifying in court about what happened, Mr. Scapinelli?"

"Gladly!" The walrus spat.

"Very good!" the policeman nodded. "We'll contact you." He began to lead Kit away by the elbow.

"My sweater!" the boy yelled. With a sigh, the officer turned and picked up the dripping wool, a look of disgust on his face. He draped it over the boy's shoulder and led the stumbling cub away.

"Damn!" Kit spat, pacing around the holding cell at Pazooza County Jail.

"Watch yer language, Kid!" a spotted hyena cackled.

"Yeah - siddown and shaddup!" a foul-smelling camel snarled. "Yer makin' me nervous!"

"Sorry." the cub mumbled, sinking to the floor with a sigh ~Stupid, stupid, stupid!~ he berated himself. In all of his days and nights in all of the cities he'd tramped through he'd never allowed himself to get nicked by the cops. He was getting careless, there were no two ways about it.

"Who'd you kill, Junior?" the hyena chuckled. "I see they finally brought down Mr. Big!"

The boy didn't respond, but sat silently hugging his knees. He was in a bad spot now - at the mercy of the authorities in a town he hardly knew. "Whassa matter Kid - ya miss yer Mommy?" the hyena laughed. Kit ignored him, hoping he'd lose interest. He felt a shove at his shoulder and he tipped over to the floor with a grunt. "I'm _talkin'_ ta you, Runt!"

"S-sorry!" Kit stammered as the man loomed over him menacingly, apparently determined to make the cub his day's sport.

"That's enough of that!" a voice snapped, and the door to the holding cell creaked open. A guard pulled him to his feet and led him into the hallway. "Judge is ready to take your case, Kid. They always give the juvie cases priority." He pulled Kit's hands behind him and snapped the handcuffs in place, somewhat more gently then the police officer had earlier.

"Aren't I lucky." the cub said sarcastically as the guard led him down a long hallway.

"Suit yerself, Kid." the guard said dispassionately. "I can put you back in that cell, if ya like. Looked like things were about to get interesting in there."

"No! Sorry." the cub said hastily.

"Crazy, puttin' a kid in the same cell as all the other prisoners." the guard spat. "What the Hell they expect to happen?" The guard led him to a set of wooden double doors. "They'll call yer case in a few minutes, and I'll lead you in front of the bench. Take my advice, Kid - don't pull that smartass routine on the judge. You'll buy yerself more trouble than you bargained for. Capiche?"

"Yeah, thanks." Kit sighed. He hated to admit it, but he was scared - he'd faced down many dangers but never a judge. He shivered a little, his sweater still damp as it clung to his frame.

"How old are you, Kid?" the guard asked him.

"Thirteen. Almost."

"Thirteen. Almost. Ain't that bloody nice." the guard hissed. Kit heard his name, and the guard opened one of the doors and led Kit into the courtroom. He led the boy to a spot a few yards in front of the judges desk. The boy stared up at the judge,a dour-faced eagle. He looked as if he were a hundred yards above Kit's head.

"County of Pazooza VS. Kit Cloudkicker." a voice called out. Kit turned his head to stare at a uniformed man standing adjacent to the bench.

A tall dog in a rumpled suit stepped forward. "Your honor, the accused is a minor, aged twelve years. He is accused of third degree larceny, specifically the theft of food items valued under $50 from Scapinelli's Bakery, 172 Polk Street. Mr. Scapinelli has testified in sworn deposition that the minor child stole a large loaf of bread from him at approximately nine A. M. today."

"Thank you Counsel." the judge said dryly. Kit's heart was in his throat, and he began to sweat profusely, feeling the stares of the courtroom on him. "Is the arresting officer here?"

"Yes Your Honor. Officer Nigel Craven." a voice called. Kit turned and saw the policeman that had arrested him."

"Please describe to the court exactly what you witnessed this morning at the time in question."

"Yes, Your Honor." the policeman said confidently. "I was on patrol when I heard Mr. Scapinelli calling for police assistance. When I arrived Mr. Scapinelli had the boy in his custody. The boy was holding the loaf of bread in question, partially wrapped in a green sweater that the boy is currently wearing."

"Thank you Officer." the judge said wearily. He turned his icy stare on Kit. "Young Man, do you fundamentally dispute the facts in this case as they have been described?" Kit stood frozen, unable to force air into his lungs. "Talk to me, Young Man!" the judge repeated, a trace of menace in his voice.

"N-no Sir. Your Honor." Kit stammered. "That is - I... took the bread. I was hungry-"

"I see. Is it your position that it's all right to steal whenever you're hungry?"

"N-no Sir. Sorry, Your Honor! No Sir."

The judge leaned back and sighed. "Does the boy have no legal guardian?"

The man in the suit stepped forward. "No Your Honor. He went missing form an orphanage in San Flamingo over three years ago, and there are no records since that time."

"I see." the judge nodded, drumming his fingers on the bench. He leaned forward and stared at Kit. "I won't pretend that the crime you've committed is earth-shattering, Young Man. However, it is a crime and if I release you you'll no doubt end up right back on the street, which won't do any of us any good. This is a serious matter and it compels a serious response, one that I hope will teach you a valuable lesson."

He leaned back and scratched his chin. "My sentence is ten days in juvenile detention, followed by assignment to a juvenile care facility licensed by the County of Pazooza." He pounded on the bench with his gavel twice. "Next case."

Kit's jaw dropped, and he felt himself being led away. Juvenile detention - for stealing bread? And he knew what 'licensed juvenile care facility' meant... "The old bastard was pretty rough on ya - sorry Kid." the guard sighed. "You ain't gonna get no sympathy from the system, Kid. Stay out of it if ya got any sense." Kit barely heard the words, his mind enveloped in a fog of shock.

The facility was called a 'Juvenile Detention Center' but to Kit it seemed indistinguishable from a prison. The cells were spare, tiny and cold, the food atrocious, and the staff cold and unfriendly. On the plus side, there were at least clean clothes - the uniform of grey pants and shirt - and a hot shower every day.

The routine was simple and repetitive. A half-hour out of the cell at eight for breakfast, noon for lunch and six for dinner. Two hours of 'school' - though Kit certainly didn't learn anything - and one hour in the exercise yard every afternoon. Kit was one of the smallest boys in the facility, and as such decided to avoid contact with any of the other residents as much as possible. Physical violence and intimidation seemed to be the currency of choice.

Kit had just sat down at one of the tables with his lunch tray on his second day when another boy sat next to him, a red fox who was barely taller than he was. The boy had a friendly face, and grinned at him. "Hey."

"Hey." Kit nodded, eyeing his food warily. He'd pulled more appetizing meals out of garbage cans on numerous occasions.

"You're new, huh? I'm Carter." the fox said, offering his paw.

Kit shook it warily. "Kit Cloudkicker."

"Don't stare at the food, that only makes it worse." Carter scowled. "What're you in for? How long?"

"Ten days. I stole a loaf of bread."

The little fox whistled. "Wow - that's steep, Man. Judge musta been in a bad mood!"

"I guess." Kit sighed, forcing a piece of slimy grey meat down his gullet. "What about you?"

"Six months!" Carter said proudly. "I stole a car!"

"Really? How old are you?"

"Fourteen. I'm small for my age."

"Yeah - me too." Kit said ruefully. "Bet your parents were mad, huh?"

"Naw - they were glad to be rid of me." the boy said nonchalantly, scarfing down his food. "My dad said it would be like the world's best vacation. How 'bout yours?"

"I don't have any." Kit replied.

"Aw, they're more trouble than their worth!" the fox chuckled. "Listen, Kit, I dunno if ya noticed, but I'm kinda, well, small - yaknow? And so are you. You ain't gonna be here that long, so if any trouble starts up, just lay low, OK? It's not worth-"

"What kinda trouble?" Kit asked warily.

"You know - trouble." the fox sighed. "There's a lot of older kids here..."

"Nobody pushes me around!" Kit spat. "I been on my own since I was nine, Carter."

The fox shook his head. "Kit - take it from me, it's-" the boy's eyes jerked up, over Kit's head.

"What? Yipes!" Kit yelped as a stream of cold liquid cascaded down on his head. He leapt to his feet as laughter erupted around him.

"Aw! Looks like I spilled my milk!" A voice growled sarcastically. Kit wiped his eyes and saw a tiger sneering down at him, easily two feet taller than he was. "Sorry, little fella!"

The tiger's sneering face filled Kit with white-hot rage. "Sorry, huh? You _will_ be!" he snarled, giving the older cub a two-handed shove in the chest.

The boy staggered back a few feet and regained his balance, an evil grin crossing his face. "You'll regret that, Runt!"

"He didn't mean it, Tommy!" Carter piped up. "He's new-"

"Shut up or you'll get some of it too!" the tiger hissed. He pushed Kit one handed, sending the younger boy sprawling against the table. "So you think you're tough, do ya Runt?"

"I'm not afraid of you!" Kit spat, pushing himself upright.

"You ain't huh? OK, tell ya what - I'll give ya a free one!" He stepped closer and held his hands far apart. "Go ahead, tough guy - gimme yer best shot!" Kit stared bullets at the older boy, knowing full well he was no match for him physically. "Whassa matter - ya scared? Ya got no-"

Kit launched himself into a right handed punch, aimed for the older cub's jaw. The boy's paw darted out and easily stopped Kit's punch in midair. He squeezed Kit's paw and twisted his arm behind him, prompting a scream of pain. "Let him go! You'll break his arm!" Carter shouted as more laughter echoed around the cafeteria.

"Naw - I wouldn't do that!" the tiger smirked. Kit's eyes were clenched and his teeth gritted in pain, but he refused to beg for mercy. Keeping one paw on the bearcub's hand, the tiger placed the other behind Kit's head and shoved his face down onto his lunch tray and pressed it down, hard. "You got guts, Kid. That's too bad. Stay outta my way or they'll be all over the floor!"

Kit couldn't breathe, the pressure on his head shoving his nose and mouth into the foul-smelling food on his tray. The tiger held him there for what felt like an eternity, Kit pounding the table with his free hand. Finally the tiger released him and Kit spat food out, desperately trying to get air into his lungs. His arm ached sharply. He leaned on the table for several seconds, panting.

Finally, he brushed the food out of his eyes and looked around. The tiger was gone, nowhere to be seen. "I _told_ you, Stupid!" Carter hissed and walked away. Across the room., a uniformed guard leaned against a wall, chuckling.

"Miss Cunningham?" the intercom buzzed, disturbing Rebecca's study of the boats on the bay below her window.

"Yes Evelyn?"

"There's a Mr. Speendecker for you on line two." her secretary's voice replied.

Rebecca frowned. Speendecker? She hadn't talked to him in weeks... "Thanks Evelyn, I'll take it." she said, rising from her desk and closing her office door. She sat back down and picked up the phone, her hand trembling a little. "Hello Mr. Speendecker, this is Miss Cunningham. So nice to speak with you again."

"Likewise I'm sure, Miss Cunningham. I trust you're well?"

-"Very well, thank you. What can I do for you?"

"Well Miss Cunningham, as you requested I've been keeping my eye on the foreclosure files, and that very same air cargo firm that you were interested in has become available."

"Really?" Rebecca breathed.

"Yes indeed. It's no great surprise, given the owner's track record. The bank foreclosed on him this morning. If you're still interested I can get the paperwork started today."

"T-today?"

"Yes Ma'am. I just need your-"

"Mr. Speendecker - I'm going to need to think about it first - my situation here has changed somewhat-"

"I see. Well, I feel I should tell you Miss Cunningham - time may very well be of the essence here. These foreclosures can be snapped up very quickly sometimes. Sometimes not - it's impossible to tell. However I can assure you that you are not the only interested party."

"I'm sure." she sighed. Molly - what about her? She had her riding classes coming up, those were expensive... And she was halfway through the school year too... "I'll have to discuss it with my daughter and call you tomorrow Mr. Speendecker."

"Very well. I can only hope that the deed hasn't been purchased by then. I'll wait for your call, Miss Cunningham."

The children were just starting to stream out the front doors of Winger Academy when Rebecca pulled up alongside the curb in front. She sat idly, watching the throngs of young faces as they emerged from the white clapboard building, one of the oldest private schools in Usland.

It had been a long afternoon for the bearess. She'd left work early and driven aimlessly for a while, trying to clear her head without much success. She was a woman who liked to be sure of things. Uncertainty was messy, uncomfortable. But it had been her constant companion today.

Molly finally emerged from the building amidst a small pack of kindergartners, dwarfed by the older kids as they streamed onto the street. Rebecca honked and waved, and the yellow cub spotted her and ran over to the car, grinning. Rebecca leaned over and opened the passenger door.

"Mommy, what're you doin' here?" the girl asked, surprised to see Rebecca. She normally took the school bus to her grandmother's after school to wait for her mother.

"I left early today!" Rebecca grinned. "How was school?"

"It was fine, Mom. Robbie threw his juice at Marc and hit him right on the head! It was the funniest thing I ever saw!"

"I bet it wasn't so funny for Marc!" Rebecca chuckled. "Buckle up now. How about we stop for some ice cream?"

"Yay!" Molly cried, then frowned thoughtfully. "Is somethin' the matter, Mommy?"

"No Molly, nothing's the matter. I just thought it'd be nice, that's all. If you don't _want_ ice cream..."

"No! I mean yes!" Molly nodded vigorously.

"Good! You're such a suspicious little thing sometimes... Molly, I want to ask you something-"

"Mom, d'you think I should wear my riding outfit to my lesson tomorrow? I don't wanna get it dirty an' everything."

"Well... of course you should wear it, Molly. That's what it's for - riding."

I just can't wait, Mom!" the girl bubbled on. "Riding's the funnest thing in the world! I just can't wait!"

"I'll bet." her mother sighed.

"An' pretty soon I'll be good enough to ride Grandma's horses just like she does, right Mom? I bet I can gallop real soon an' everything. I hope I do good at the lesson. D'you think I will?"

"I'm sure you'll do fine..."

"Maybe we can take a trip somewhere this summer, Mommy? Maybe we can go to one of those ranches where they have horses and trails and-"

"We'll see, Honey." Rebecca smiled ruefully.

"We're takin' a school trip to the Aviation Museum in a couple weeks, Mommy. That'll be fun. I like the museum, they got great popcorn there. What'd you wanna ask me, Mommy?"

"What was that?"

"You said you was gonna ask me somethin'?" the cub frowned.

"Never mind Molly, it wasn't important." Rebecca sighed. "Come on, let's get us some ice cream."

It was mid-afternoon on Kit's last day at the facility when a young bearess in a peach colored dress entered his cell to find the cub reclining on his cot, staring at the wall. She smiled sweetly. "Hello, Kit. I'm Ms. Wayne. How are you today?"

Kit recognized the type immediately - a counselor of some sort. He'd seen plenty of them at the orphanage. "Hey." he said guardedly.

The woman sat down on the hard chair that was the only piece of furniture in the room besides the cot. "Kit, you know that you're going to be discharged from the facility tomorrow."

"Uh huh." the cub sighed, wearying of the conversation already.

"Yes. Well, I'm a social worker, Kit. I'm here to talk with you about what's going to happen next, all right?"

"Sure. So talk."

The bearess frowned and quickly glanced down at the clipboard she held in front of her. "Kit, first of all, I need to know that you've learned a lesson from this. After all, you weren't sent her for punishment, you were sent to hear to learn, so that you can be a better person."

"Coulda fooled me." Kit sighed.

"Now Kit - let's not be hostile. We're all hear to help you. Kit, I need to know that you feel remorse. Are you sorry for what you did?"

Kit tried hard not to laugh. "For taking a loaf of bread, you mean?" He shook his head angrily. "Yeah - I'm real sorry."

"Good! That's good." the bearess nodded. "Now Kit - since you don't seem to have any parents, or a legal guardian, we've made arrangements for you to live in a licensed care facility."

"An orphanage, you mean." the cub spat bitterly.

"No - not an orphanage. A group home. It's a very nice facility, Kit. There are lots of other young people there, and you'll get an education-"

"Thanks goodness it's not an orphanage." Kit sighed. "Look, why don't they just let me go? I can look after myself, I don't need any orphanage. I'll be fine..."

"Now Kit - we can't very well do that, can we? You're only twelve years old, you need to be looked after-"

"Looked after. Is that what you call it?" Kit hissed. "I'm tired of orphanages, Lady. I had my fill of 'em already. Why are you here? They've already decided where to send me, and it's not like I have any choice. I'm just goin' to a different prison, that's all."

"Kit!" the bearess scolded. "Bayview is not a prison, it's a group home. Once you leave here you've served your sentence, you're no prisoner-"

"So you mean, if I don't like this _Bayview_, then I can leave?"

"Well, no-"

"I get it." Kit whispered. "Look, I'm not much of a talker, OK? We've had our talk and you did yer job. So just leave me alone, OK?"

"Kit-"

"Please - just leave me alone!" Kit snapped, rolling over to face the wall. The woman clicked her tongue disapprovingly and slipped out of the cell, leaving the cub alone with his thoughts.

"Hey L'il Britches!"

Kit looked up quickly. Only one person called him by that name. The big grey bear smiled at him, standing alongside his plane. "Hey Baloo!" Kit shouted.

"What's wrong, L'il Britches?" Baloo asked, sounding concerned.

"Whaddaya mean?" Kit shouted, running over to the big bear. Baloo looked wrong - shimmering, blurry.

"Ya look thin, Kid." Baloo frowned. "Whassa matter - and where ya been?"

"Sorry Baloo - It's been pretty rough. I was in Freeburg for a while, then Pazooza, and I was - I was locked up. I stole somethin', I'm real sorry!"

"That's OK!" the grey bear grinned, still shimmering strangely in the bright sunlight. " I know yer a good boy, Kit."

"Oh, Baloo-"

"So what happened then, L'il Britches?"

"I been livin' in this group home - like an orphanage. I hate it, Baloo!"

"Aw, fergit that!" Baloo chuckled. "That's all over now. C'mere!" he held his arms out wide, and Kit grinned, moving to embrace him. His arms closed around nothingness - the bear wasn't there! Kit stumbled forward and fell off the dock, swallowed by the cold, dark water. He tried to kick his way to the surface, but the water was thick, viscous like oil. "Baloo!" he tried to scream, but his mouth filled with black water, choking him.

"Shut up!"

"Wha?" Kit spluttered, blinking his eyes. His pillow was gripped tightly in his arms.

"I swear, Cloudkicker - yer the noisiest sleeper I ever saw!" the voice said from the darkness. "Shut the hell up so I can sleep, willya!"

"Sorry." Kit mumbled, wiping the tears out of his eyes. He rolled over towards the wall, trying to calm his breathing. He hadn't seen Baloo's face in a long time, not even in dreams. He'd almost thought he'd forgotten the grey bear. He closed his eyes, willing himself to sleep, and the dreams that haunted him to stay away. He lay in the darkness for a long time, listening to the sound of his own breathing, before finally slipping into a shallow sleep.

They called Bayview a group home, but Kit couldn't see much difference between it and the orphanage in San Flamingo. Perhaps forty kids, most around Kit's age but some younger and some as old as seventeen, shared what amounted to a large house somewhere on the southern fringes of Pazooza. And as for the name - well, Kit had combed every inch of the place and he'd certainly never caught a glimpse of the bay.

That was important, Kit realized. He liked being able to see the ocean - it gave him a sense of expanded horizons, possibilities. It would be nice, to be near the water. Like Baloo - he was right on the harbor, in Cape Suzette...

There wasn't much to do at Bayview. There were several hours of classes each day, but the kids were of all age groups and the material so generic that Kit was constantly bored with it. There was a library, supposedly - that's what the brochures said. But Kit had never seen it. What few books or magazines found their way into the place were hoarded like gold.

The lack of diversion left Kit plenty of time for contemplation. As he'd done on the Iron Vulture Kit had found a few isolated cracks of space where he could be alone for fleeting moments, free from the bleating youngsters, the bullying older teenagers and the ill-tempered adults who ran the place. The small attic, the gardener's shed... When he found a few moments free he would stake out one of these spots and hide out there until he knew he'd be missed. Hide out and think.

One of the foremost issues pressing on his mind was the sudden reappearance of Baloo in his thoughts and dreams. "It means something!" he hissed to himself. He'd only known the bear for a day, and after the first few weeks away from Cape Suzette he'd barely thought about him. Suddenly, the pilot was back - imposing himself on the cub's thoughts in force.

Kit had been at Bayview for a month - long enough to be sure he despised it. The place was surrounded by a high fence and a locked gate (though of course it was 'not a prison') but Kit had extricated himself from better guarded places before. So why hadn't he left? He supposed it was because he didn't really know where to go. He was eating every day, and his clothes were clean. It was no worse than the orphanage had been... But then he'd hated the orphanage. Hated the confinement, the loneliness, the smug, cold adults who treated their charges like numbers on a page. The more kids they had, the more funding they got...

It was during one of these contemplation sessions in the attic that Kit had what amounted to a revelation. Maybe he wasn't able to look after himself, when it was all said and done. Maybe he really did need someone to take care of him. Or maybe he just _wanted_ someone to take care of him. Maybe that was why he'd stayed at Bayview as long as he had. Either way, it was an incredibly difficult admission for the cub to make to himself.

As painful as the admission was, the boy felt strangely liberated by it. From there it was only a short step to resolving to escape the place, once and for all. And he knew where he needed to go...

"Cloudkicker! Dinner!" a voice shouted. Kit picked himself up and headed downstairs, knowing he'd be missed during the head count. There was planning to be done, but it felt good to have a plan in the first place.

Escape had been easy for someone of Kit's quick wit and sharp intelligence. He'd determined almost instantly that the easiest time to slip away was during the weekly trip to town for a movie. The kids were loaded onto buses every Saturday evening - it was the closest thing to an event in their cloistered lives. It even made the timing easy for Kit - his thirteenth birthday fell on a Saturday, five weeks and three days after he'd come to Bayview.

Once the cub had decided to make himself scarce he'd dedicated the subsequent movie trip to research. Forty kids crammed into the theater with only two adults for supervision - it was almost too easy. Inevitably, several kids had to make trips to the bathroom during the course of the film, and only one of the adults could leave the theater - if more than one child made the trip at the same time, the second was unsupervised. The remaining supervisor always made a show about forcing the second child to wait until the first had returned, but Kit had been certain that with a bit of histrionics he could win the day.

And he'd been right. On the following Saturday he'd waited until one adult was left alone in the theater, and informed her that he had to go. The usual protests were launched, but Kit had begged, pleaded, even threatened, in a way - and the supervisor had relented. Kit slipped out into the lobby, avoiding the gaze of the adult waiting outside the men's room, and escaped into the street. It was over.

The boy had about three dollars in his pocket - hoarded allowance money. Not enough to sustain him for long, but more than enough for what he needed most urgently - a bus ride to the airfield. He had to be away from Pazooza before any sort of search was organized. _If_ one was organized - Kit wasn't a wanted criminal, just a runaway. It depended on how badly Bayview wanted him - and the funds he represented to them - back. He didn't want to take any chances. He boarded the bus a few blocks from the theater and slipped a dime into the slot.

The bus rolled through the marshlands south of the city towards the airfield. Pazooza was an active port, a hub of shipping and tourism. The airfield was already among the busiest in Usland. The ride gave the cub a chance to reflect on his future. He was thirteen now, a teenager. Old enough, ironically, to realize he perhaps couldn't make it alone. He was grasping for a straw and he knew it, but he didn't see much choice. He couldn't live in an orphanage, he knew that - and he was tired of living alone. He was going back to the only thing is his short life that brought him hope - to Cape Suzette.

The bus rolled to a stop outside the airfield, acres of cement laid down on top of miles of swamp and marsh. Kit was in his element here, he was home, in a way. Airfields, planes, and pilots were his stock and trade. He set off for the dingier, scruffier side of the airport, where the cargo planes would be loading and unloading.

An employee of one of the shipping companies cast a wary glance in his direction on one or two occasions, but Kit kept moving and didn't hang around long enough in any one place to annoy anyone. He was searching for a friendly flight, and he wasn't picky about where it was going. He needed out of Pazooza immediately - he'd get to Cape Suzette eventually.

Evening was just beginning to dim the sky when he found what he was looking for - a shiny Drummond P-27, already nearly full of cargo and festooned with a glorious friendly flight symbol on it's hull. This was a break - the plane would probably be pulling out soon. ~A good omen - I must be doing the right thing!~ the cub thought to himself.

Three men were finishing the loading of the big plane, two coyotes wearing the uniform of a shipping company and a white wolf carrying a clipboard and wearing a bomber jacket, obviously the pilot. "Ho!" Kit called, approaching the man. "Any chance of a ride?"

The two coyotes looked Kit over distastefully, but the wolf nodded. "Where to?" A friendly flight symbol was an offer that couldn't be rescinded.

"Cape Suzette - eventually!" Kit grinned. "But I'm happy to go wherever you're headed."

The wolf stared at him for a moment and then down at his clipboard. 'That the last if it?" he asked, and one of the coyotes nodded. He signed the clipboard and handed it to the smaller canine, then gestured to the bearcub. "C'mon - I can leave now."

"Thanks!" Kit replied, lithely jumping into the cockpit. He surveyed the scene - it was a beautiful plane, shiny and equipped with all of the latest aviation technology. "Where we headed?" he asked the wolf who had joined him in the cockpit.

"Sydbourne." the wolf grinned. "Pretty sure you could find a lift to Suzette from there, if ya want." The wolf strapped in and stared at the cub. "What about your folks, Son? What's the story?"

Kit wasn't surprised by the question - part of the unspoken agreement of friendly flights was that the passenger wouldn't bring any trouble for the pilot. In Kit's case, that meant the 'parent question' was perfectly valid. "Don't have any. I'm an orphan." he said matter of factly.

The wolf engaged the engines and turned the plane down the runway, preparing for takeoff. "That a fact? How old are ya?"

"Thirteen today!" Kit said, a little proudly.

"Really?" the wolf asked as the plane lifted off. "Well, happy birthday, Kid! Practically a grown-up, huh?"

"Sure."

"Heh heh! Well, since it's yer birthday and ya don't have a daddy to do it, here." The wolf reached into his flight bag and pulled out a small flask. "Happy Birthday! Have a snoot! Somebody's gotta sneak ya some booze."

"Thanks!' Kit giggled. It was good to be back among pilots, where so many of the niceties and restrictions of polite society were irrelevant. ~Maybe that's why I like pilots so much - they're all like big kids, in a way!~ he mused. The cub took a solid pull from the flask and coughed. "It's good!"

"That's enough!" the wolf laughed, grabbing the flask away and stowing it in his bag. "I'm Clarence, by the way."

"Kit. Kit Cloudkicker." the boy grinned, shaking the wolf's paw.

"Cloudkicker? Yeah - I think I heard the gang at Freeburg mention you a couple times, didn't I?"

"Sure - maybe! I spent some time there. You don't know Chester or Rudder, do ya?"

"Sure, I know 'em. Rudder 'n I crossed paths many a time. They're good folks." Clarence nodded.

"Yeah - they sure are." Kit smiled. "I miss 'em sometimes."

"Sure is a lousy way ta spend yer birthday, Kit - stuck in a cargo plane with an old pilot like me."

"I can think of worse places. And you seem to be doing all right - this is quite a plane."

"It's OK." the pilot grinned. "I been workin' pretty hard the last couple years to pay this baby off. There's good money out here in this business, Kit - good money if you're willin' to work hard and earn it."

"Yeah - but they won't let me fly til' I'm seventeen!" the boy said ruefully. "Actually, I'm goin' to see an... old friend, who's in the business. He told me once he might have a job for me, as his navigator. I was stupid not to do it then, but if the offer still stands..."

"Well, good luck." Clarence smiled. "It's pretty tough on a youngster out there, alone. I was on my own when I was fifteen, Kid - but I joined up and went to Eporue when I was sixteen - lied about my age. It was hell but ya didn't hafta worry about makin' decisions fer yerself, if ya know what I mean. That first year, after I left home - I didn't think I could make it. And I was two years older'n you..."

"I was on my own when I was nine."

"Nine - damn! That's just _wrong_, Kit. That oughtn't ta be. Even if ya can feed yerself, keep yerself alive - to be on yer own, at that age - Man!"

"Yeah." Kit said softly. "I guess I was too young to know I couldn't do it."

The wolf took a long look over at his companion. "Tell ya what, Kid - when we get ta Sydbourne I'll buy ya dinner, how's that sound?"

"Naw, you don't hafta-"

"Hell - call it a birthday present!" Clarence chuckled. "Ain't right ya don't get nothin' on yer birthday. Maybe I'll ask around, see if I can swing ya a ride to Suzette, too..."

"Really? That'd be great!"

"No sweat. Least I can do."

"Thanks!" Kit grinned. "Think I'll grab a few winks before we hit Sydbourne - I'm a little beat."

"Sure Kid. Bunk in back."

"Great!" Kit smiled, clapping the wolf on the shoulder and heading back into the hold. Things were falling into place, finally - maybe he was doing the right thing. Maybe it was his time. He climbed into the bunk and fell almost immediately into a peaceful sleep. Baloo was there to greet him.

Kit blinked wearily and looked around him, momentarily disoriented. It was the hum of engines, as usual, that told him he was in an airplane. He yawned and grinned quickly at the grizzled pilot next to him. "Guess I dozed off, huh?"

"Yep." the mustachioed dog nodded. "You were out fer a while. Just as well yer up - we'll be in Cape Suzette in a few minutes."

"Thanks Wiley." the boy said absently. He stared out the window, spying the cliffs that guarded Cape Suzette fast approaching. A flood of memories washed over him in that moment. He'd only spent a day here but that day cast a shadow over his life that was far larger than the slice of time it occupied.

Wiley Pole guided his old seaplane through the cliffs and Kit saw the majesty of Cape Suzette spreading out before him in the setting sun. The sight almost overcame him, and he suddenly felt very afraid. "Anywhere special ya need to be dropped, Kit?"

The boy jerked his attention over to the pilot and smiled awkwardly. "Uh, no. Anywhere along the docks is fine." In truth, he wanted to have to walk to Baloo's place - he needed the time to consider what he was going to say to the pilot.

"Yer the boss." Wiley chuckled. He swooped in low and brought the seaplane to a stop alongside one of the public docks that lined the harbor. "You gonna be allright, Kid? Clarence said ya didn't have any money or clothes or nuthin'..."

"I'll be fine, thanks!" Kit nodded, not wanting to acknowledge the possibility that he'd be needing such things again anytime soon. "Thanks for the lift, Wiley. Take care." The cub jumped down to the dock.

"You too, Kit." the dog nodded. He waved and reversed his props, backing the craft out into open harbor, and took off.

Kit took stock - he remembered the coastline fairly well from his earlier visit, and he knew Baloo's place was to the north, no more than half a mile at most. He set off at a brisk walk.

"This is it." he muttered to himself. The boy refused to think about what would happen if Baloo spurned him - it was too painful a prospect. He'd sunk whatever small amount of hope he still carried with him into this plan and it had to work - it was that simple.

~What should I say?~ the boy thought desperately. ~I'm sorry, first off. He seemed like a good-hearted guy. He'll forgive me... Say I'm sorry and beg him to take me on as his navigator. If he hasn't found somebody else...~

With a start, Kit realized that he was almost there. In the dusk, he could see the old wooden building with the crow's nest only a few dozen yards in front of him. The Sea Duck was docked out front, just as Kit remembered it. His heart overflowed with emotion, and he took a deep breath, trying to compose himself.

After a few moments, the cub slowly advanced on the building. He tentatively knocked on the front door, but there was no answer. He peeked through the little window, but it was dark inside. Kit's heart fell - after all of that anticipation, was the grey bear not home? "Hello?" he called.

"Can I help ya, Man?" a voice called. Kit spun, startled, to see a smallish lion in a pair of filthy white coveralls advancing on him with a friendly grin.

"Uh... I was looking for Baloo. Is he here?"

A shadow passed across the lion's face. "Baloo's gone."

Kit's heart fell. ~Damn!~ "Well - do you know when he'll be back?"

The lion shook his head patiently. "You don't understand, Man - he's, like, gone. He left."

Kit could hardly believe his ears. He didn't _want_ to believe them. "W-what do you mean - he's gone?"

"He's just gone, L'il Guy." the lion sighed. "He lost the business - and his plane. The bank, like, took it. He tried to fly fer the new owner but he hated it, Man. So he took off."

"Oh no!" Kit gasped, feeling a tear on his cheek. "Do you - do you know where he is?"

"Sorry, Man. He didn't say... Just said he ain't comin' back."

"How long has he been gone?"

"Maybe a week, I guess." the lion said sadly. "What's this about, L'il Guy? Mebbe I can-"

"No! No!" Kit hissed, storming past the lion. "It can't be! It can't!"

"You OK, Man?" the man asked, concerned. "What's the matter?"

"No!" Kit yelled, taking off along the water at a run. It wasn't possible! How could it be possible? How could he come all the back here, and Baloo was gone? It had felt so right! It was the only thing that had felt right to Kit since he'd left Cape Suzette in the first place...

The boy ran, blindly, until he was so exhausted that he couldn't move another step. He collapsed to the ground and sobbed uncontrollably, all hope of salvaging anything better from his existence leaching away in his tears. He cried until he had no more tears left, but was too weary to stand. The cub had no idea where he was, and he didn't care. He would sleep here, die here - it didn't matter.

"Get up!" the policeman prodded, nudging the sleeping cub with his foot. "You can't sleep there! Get up!"

The boy stirred, and blinked up at the policeman with puffy eyes. "This is a public park! You can't sleep there! Where d'you live?" The boy stumbled to his feet and ran off with surprising speed. "Hey! Come back here! Hey!" He considered giving chase, but the boy was too fast, it wasn't worth his while. "Damn kids!" he muttered, resuming his beat.

"Hi Daddy. How's business?" Rebecca smiled, stepping into the bear's palatial office and settling down into a chair opposite his desk. She was motivated, excited, for the first time in weeks.

"You know this business, Becky. It never stops. It could keep me going twenty four hours a day if I let it!" the big man chuckled.

"Sometimes it does, to listen to Mom!"

"Yes, well - you mother is a very... opinionated woman." Gregory frowned. "Now then - what's up, Darling? What can I do for you?"

The bearess pulled a thick file out of her briefcase and opened it. "It's about the Sigorsky acquisition, Dad. I've been looking over the-"

"How's Molly doing in school?" Gregory asked cheerfully. "She making lots of friends?"

"She's fine, Daddy. We were talking about the Sigorsky file?"

"Yes, yes, Sigorsky. Interesting little caper there. What about it, Becky?"

Becky - no one else could get away with calling her that! She was eight years old again as soon she heard it... "Well - I finished compiling the financial history, and I took the liberty of drawing up some earnings profiles, that sort of thing-"

"Wonderful! That'll be most helpful."

"Yes. Well in any case, it's all here. It's a very interesting company Dad - quite a few odd twists and turns over the last few years. I feel like I've gotten to know them pretty well. I'd like to head up the negotiations on this one, Dad."

"Really? I'm delighted to see you taking such a strong interest Rebecca - I think it's wonderful! But given your relative lack of experience in these matters-"

"Dad, I've been dabbling in this company since I was six years old!" Rebecca sighed. "I have a good hold on this one - I think I'm more than ready to tackle it."

"I see." her father said thoughtfully. "Well, Darling - the thing you have to understand is that I'm responsible to the stockholders and the board, so I can't take a decision like that lightly. It's my name on the building, you know."

"I know Dad, you say it all the time. But it's my name too - in case you hadn't noticed."

"Indeed." He shifted awkwardly in his chair. "The fact is, Becky - I just don't think you're ready for that level of responsibility yet. I prefer to handle all of the major negotiations myself, as you know-"

"I know." the bearess said testily. "Dad, sooner or later you have to let some of the responsibility go - for Mom's sake if nothing else! Unless this whole promotion of mine was just a paper transaction, a sham-"

"Of course not!" Gregory protested. "I'll tell you what - why don't we have you come along on the negotiations, kind of as a special observer. Get the feel of-"

"I wouldn't want to get in the way!" she scowled. "Never mind Dad - I don't want to force anything down your throat. It _is_ your company. It's your name on the building, after all."

"Becky-"

"No Dad - you're right. That's not my name up there. The spelling's the same, but that's all." She handed him the file. "Good luck on this one, I think you'll find all the information you need here. See you later." The bearess left the office, leaving Gregory Cunningham alone, drumming his fingers on the desk thoughtfully.

~This is what being dead feels like.~ Kit thought to himself, rooting through the large dumpster in back of Levinson's Diner. His three weeks in Cape Suzette had passed as a kind of hazy fog, the cub dimly aware that he scrounged for food when his stomach growled, and drank when he was thirsty. He had no specific recollections of where he'd slept, or what he'd eaten. It was if all of those functions were automatic, and the rest of his brain had been switched off.

The only way that Kit was certain he wasn't dead, as a matter of fact, was the dull ache he still felt in his gut. Dead people didn't feel pain - he was pretty certain of that. He knew, vaguely, that being in Cape Suzette was painful in itself, too full of crushed hopes, but he simply didn't have the inclination to go anywhere else. He was too tired.

He found a half eaten donut and scarfed it down, relishing the sweet taste and the feeling of his stomach clamping down on the morsel. He stumbled away from the dumpster, hugging his arms about him to fight off the cold. It wasn't all that chilly in Cape Suzette in early summer, even at night - but Kit knew that he had almost no fat on him to insulate his bones. His arms were beginning to stick out the sleeves of his sweater, but the woolen garment hung loosely over his bony shoulders and chest.

He found a vacant doorway and settled down there, watching the stars in the night sky. He remembered all of the constellations, all of the names. Chester and Rudder had taught him how to pilot his way in the dark, if he had to. He could find his way anywhere, even without a compass - they'd told him he was a natural. ~Only one problem...~ he mused bitterly. ~You can't find your way home if there's no home to find.~

He heard someone next to him and turned, surprised. The destitute didn't socialize much in big cities, and Kit kept to himself almost religiously. A girl, a snow leopard of perhaps sixteen, sat next to him, puffing on a small wooden pipe that spouted a strange, sweet-smelling smoke. She grinned at him, showing uneven brown teeth.

Kit smiled crookedly, his face almost forgetting how to form the expression. The girl had a grace and elan to her, despite her filthy appearance and tattered clothing. She was thin, almost painfully so, accenting her already fine facial features. Kit hadn't been this close to another person in weeks, and couldn't tear his eyes away. "Didn't your mother tell you it's rude to stare?" the girl snickered.

"Sorry." Kit croaked hoarsely, and realized he hadn't spoken in - how long? He wasn't sure. "Got no mother."

"Sorry." the girl sighed, taking a long draw on her pipe. She smiled broadly.

"What is that?" Kit asked.

"Something to help you feel good, that's all." she whispered. "From a pretty, pretty, poppy flower..."

"Oh." Kit said absently, strangely absorbed by this thin girl.

"Here." she smiled, handing him the pipe.

"Uh - no thanks." Kit mumbled, suddenly afraid. "I don't - that is..."

"Go ahead!" she laughed. "You look terrible, Kid. It'll make you feel good, I promise." Kit tentatively brought the pipe to his lips and breathed in. The sweet smoke filled his lungs and he coughed violently. The girl laughed. "You've never had it before?"

"N-no." Kit coughed. He felt strange, light-headed. "What is it?

"It comes from the far east - from Cathay." she smiled, taking another draw on the pipe. "It's good stuff, I'll tell you. Almost makes it bearable out here. Want another?"

"Sure." he nodded, taking the pipe. The ache in his soul was beginning to recede. He took another long draw, coughing again but less violently as the smoke invaded him. "Wow!"

The girl laughed again. "You said it! I'm Lisa - what's your name?"

"Kit." the boy said, then laughed. That name sounded funny to him, all of a sudden! "Hi Lisa!" His spirit felt lighter than it had for weeks. He wasn't even sure why he'd been so down, there wasn't anything so bad that he couldn't handle it. Plus, he had a new friend. "You're pretty." he blurted out.

"Thanks, yer pretty cute too!" she giggled. "How long you been out here, Kit?"

"A while." the boy sighed. "I'm gonna be a pilot someday, real soon! I know all about airplanes... You like airplanes?"

"Sure, I like 'em. Here - have another." she smiled, handing him the pipe.

Kit took another long draw, savoring the warmth of the smoke in his lungs. "Airplanes. I'm the navigator - that's what I do!" he grinned. "I'm pretty tired... I think I'm gonna go to bed. Thanks for the - for the pipe, Lisa..."

"You're welcome!" the snow leopard laughed. "It does that, your first time knocks you out... Sleep well, Kit." The cub curled up in a ball next to her and was asleep almost immediately, a small grin on his face. The girl chuckled and took another small draw on her pipe.

Kit woke up the following morning with a splitting headache and a sour taste in his mouth, still curled up in the doorway. The previous night was a little foggy in his brain, but he remembered the snow-white, razor-thin leopard, and how good it had felt to speak with another person. He also remembered feeling free of his burdens, for at least a little while.

He spent the day begging scraps of food and coins on the streets downtown, near Khan Tower, but he found that he didn't have much of an appetite. When the police had chased him off in the late afternoon he hadn't really minded. As evening fell he found himself wandering back to his sleeping place of the night before, and he started looking for the young girl who'd filled his thoughts increasingly as the sky darkened.

There was no sign of her, so the cub walked the surrounding streets for a while, carefully avoiding any contact with the rougher-looking souls who patrolled the night. He was hungry, but lacked the energy to do anything more than poke through garbage cans. Pockets empty, he resolved to collect empty bottles the next day so he'd be able to redeem them and buy breakfast somewhere.

Finally, dejected, he walked back to the doorway where he'd slept the night before and sat down with a sigh. He tried to sleep, but he wasn't tired and found himself lying awake, staring at the sky. The moon was high overhead when she appeared, accompanied by two boys of about the same age. "Well, hello there!" she winked at him, staggering a little.

"Hi Lisa!" he grinned, bolting upright.

"Who's this kid?" one of the youths with her asked scornfully.

"Just a friend - right Kit?" she smiled, sitting next to the cub. One of the youths passed a pipe to her - to Kit's eyes, it looked like the same one as the previous night - and she took a long draw. Kit watched her, rapt, and she coughed a little and laughed. "Would you like some, Kit?"

"Sure!" the boy nodded.

She handed him the pipe, then grabbed his arm as he started to raise it to his mouth. "This is the last free one, Kit! This stuff costs money, you know. After this you'll have to buy some if you want it."

"OK!" he nodded, and raised a trembling hand to his mouth. He inhaled deeply and coughed. The effect was almost instantaneous - he began to feel light, and the gnawing in his stomach eased. "Uh - where do I get it?" he asked sheepishly.

Lisa laughed. "I can get it for you, Sugar. Do you have any money?"

"No." he said softly.

"Well, that's all right - I'm sure you can get some!" she smiled, patting his paw. ""Twenty dollars will buy you enough for a week, Kit. I can even get you a pipe, if you want."

"Twenty?" Kit hissed. That sounded reasonable. "I'll get it - don't worry..."

"Sure you will!" she chuckled. "Here - one more for the road." She handed him the pipe and he took another draw. She stood and turned to go. "See you later."

"Wait!" he whispered, suddenly wanting to be with her more than anything. "Where are you going?"

She stared down at him. "The old pumping station on 27th. No one's used it in years, we lay out there sometimes." She grinned at him. "You wanna come with?"

"Sure!" He giggled. It sounded like great fun.

"Lisa!" one of the youths scowled.

"Aw, take it easy Degan. He's just a little kid, that's all - harmless. Right Kit? But remember - no more poppy unless you get some money - right, Little Man?"

"Right!" he grinned, getting unsteadily to his feet. He felt wonderful, the best he'd felt since he could remember. His burdens were miles away, and he was light as a feather. The past and the future were irrelevant, really - only the present mattered. And the present was terrific. He grabbed Lisa's paw and followed her as the two youths with her snickered.

Twenty dollars seemed like a lot more by the light of day than it had seemed to Kit the night before. He wasn't sure how he would, but he was sure he had to get it. He'd finally found something to look forward to and he wasn't giving it up. It was a problem, just like any other. He settled down on a park bench to debate his options.

After a little consideration it was obvious to the boy that the only way he could come up with twenty dollars was to steal something. This gave him pause - stealing something of real value felt different to him than stealing a loaf of bread or a bottle of milk. Wouldn't that make him just another thief - a street pirate, no better than Don Karnage? Besides, the cub knew from bitter experience that such thefts often had unintended consequences.

Thinking of the pirate captain filled the cub with rage. He'd tried to play the game by the rules, and where had it gotten him? Nobody cared about him as it was, so what difference did it make if he was a thief? It's not as though there was anyone around to be dissapointed. His cause was lost already. He wasn't going to be any more alone than he already was. So he may as well try to make life as tolerable as he could.

A street pirate... That's what he was. He felt shame, there was no use denying it. Even if there was no one to be dissapointed in him, there was still himself. He knew he had to answer to himself, like it or not. Kit squeezed his eyes shut, trying to hold down the tears that threatened to escape. He was so lonely, so hungry. The last two nights had been bliss - sweet relief. The cub couldn't handle his problems anymore - he just wasn't strong enough. He'd finally felt like he could cope. It was so wonderful to have the crushing weight off his shoulders for a while...

In that instant he knew what he had to do. No matter how, he had to taste that freedom, that relief again. If he didn't he'd die, he was sure of it. The boy rose from the bench and set off for the downtown shopping district.

Kit had crossed a threshold, and he knew it. He would never be the same person again. He switched off a part of himself, pushed it down deep and far away from the light. The rest of him focused with cold calculation on the facts - how could he raise twenty dollars? He didn't think he had the experience to pick a pocket, although on some level he always fancied he'd be rather good at it. No, much better to steal something, then sell it. There were pawnshops around, they'd buy almost anything... But what to steal?

His time with Karnage didn't help him much - the pirate's methods were normally based on the use of force, and Kit was hardly in a position to force anyone to do anything. He considered jewelry, but ruled it out - the stores kept it in locked cases. Radios were too big. Finally he decided to head to Flampert's department store and hope an idea sprang to mind.

The place was busy, swarming with people. Too many people. He didn't see many security guards though. What to steal that would fit inside his clothes - and still fetch him twenty dollars at a pawnshop?

Even addled by hunger and desperation, Kit's mind was still sharp, and he quickly hatched a plan. ~Under my clothes - that's the key!~ he mused. He headed for the clothing department, where a mass of people was swarming in and out of the dressing rooms - just as he'd hoped. He walked to the boys' department and selected an elegant cashmere sweater with a fifty-nine dollar price tag.

Waiting until he saw no store employees, he slipped into one of the dressing rooms. He bit the tags off the sweater and stowed them under the bench, then took off his own sweater and slipped the cashmere sweater on. He was startled at his reflection in the mirror - his cheekbones and eye sockets were plainly visible, and the thin sweater hung loosely on his frame.

That very gauntness was to his advantage, however - his green sweater easily fit over the cashmere one on his wiry frame. The rest was easy - he strolled out of the dressing room and straight to the exit of the store without incident. The deed was done, and he felt remorse only for the merest instant - afterwards all he felt was the glowing anticipation of meeting Lisa later, and feeling good again.

It was nearly dark when Lisa finally showed up at the old pumping station where they'd slept the night before. Kit was beginning to worry - he'd been sitting on the steps for nearly two hours, breathless with anticipation. He'd pawned the cashmere sweater for twenty -two dollars, and absently purchased and eaten a hot dog and a soda.

"Hey! Waiting for me?" the snow leopard smiled.

"Uh, yeah!" Kit stood, hands shaking a little. "Um - I got it! The money. Do you have-"

"Shut up, Kit!" the girl chuckled ruefully, pushing past him. "Come on inside - not out here on the street!"

"Sorry!" he said hastily, following her inside the musty little building. "Do you have it?"

"No - but Jordan does, and he'll be here before too long. Siddown and relax, Kid. He'll show up."

"OK." he sighed, sitting cross-legged next to her.

"So you really want the stuff pretty bad, huh?" she asked him a little sadly.

"I guess... It just kinda makes me - feel better. I usually feel pretty bad."

"I bet." she sighed. "Listen, Kit - I'll show ya how to use the pipe, an' everything. Don't like, use it all at once, OK? You can fry your brain pretty bad if you do. Just make it last a while, OK?"

"Sure." he smiled weakly. "Thanks for - you know."

"Don't thank me, Kid. Jordan'll thank me later."

"Huh?" he frowned, confused.

"Never mind. How old are you, Kit?"

"I'm thirteen. Thirteen and a month, almost."

"Your parents know where you are?"

"I don't have any."

"That a fact." the leopard sighed. "That's too bad, Kid."

"I guess." Kit sighed. "Are you sure he'll show up?"

"Don't worry!" she laughed bitterly. "Jordan always shows up..."

Kit blinked, then closed his eyes sharply as they burned from the light. He slowly looked around him, gradually placing himself in the old pumping station. He had a headache, but he was used to waking up with headaches. The air was musty and damp. The cub had no idea of the time, except that it was daylight - sunlight streamed in through the broken windows high on the walls.

He painfully sat up, shivering. A couple of forms were huddled under a blanket in one corner. The boy idly noted that he was hungry. He thought back, and was unable to determine when he'd eaten last. He reached into his pocket and pulled out his pipe, then reached back for the small foil bag that he'd guarded with his life.

With a shock, he realized that the bag was empty. "Impossible!" he hissed. It hadn't been a week - had it? It couldn't have been! With a start, Kit realized that it could - he had no specific recollection of the passage of days. It could have been four, five, or eight, for all he knew. They had all run together in his mind.

The boy's hands began shaking desperately. ~Calm down!~ he admonished himself. ~You just gotta steal something else, that's all... Get some more money, no big deal...~ He staggered through the door and down the steps and into the street, shielding his eyes. It was late in the day, close to mid-afternoon and warm outside, though the cub shivered a little.

His legs felt weak under him as he walked the several blocks to Flampert's. It was busy again, packed with adults and children on break from school. A few faces turned and stared at the drawn, disheveled child as he walked through the store to the boys' department, but he didn't notice.

The cub selected another cashmere sweater - seemingly the only thing in boys' that cost enough to suit his purposes - and stepped into the dressing room. The face that stared back at Kit from the mirror was even more thin and haggard than the last one had been. Turning away with a shudder, he slipped the sweaters on and departed, heading for the door.

As soon as the cub was out in the street, two strong arms grabbed him and held him from behind. He struggled weakly as he was led back into the store. Kit tried to protest, to shout, but he was unable to muster anything more than a growl of anger and frustration.

"Shut up in there!" a uniformed officer shouted at the holding cell where the small cub lay in a heap against a wall.

"What's goin' on?" another officer asked, his attention drawn by the commotion.

"Aw, that kid's makin' a helluva racket! Screamin', wailin'..."

"Man, the kid's strung out!" the other officer laughed. "They confiscated an opium pipe from him!"

"Yer kidding! Unbelievable!"

"Yeah, good thing we put 'im in there by himself. Gonna be a long night..."

Kit's head felt as if it were going to explode from the pounding he felt inside. His guts were on fire, and he trembled uncontrollably. "Help me!" he shouted hoarsely, over and over. Couldn't these people see he was dying?

"Shut up!" a voice called from somewhere in his consciousness. Couldn't they see he was dying? That didn't sound bad to him, in fact - if only he would hurry up and die, get it over with. It would be preferable to the agony he felt in every fiber of his body.

He'd been lying there a long time - the cub wasn't sure how long - when a panther in a dark suit was let into the cell and sat next to him. "Hello, Kit. I'm Mr. Potter. Kit - can you hear me?"

Kit could hear him, but didn't feel as though he could move at the moment. "Help me!" he said hoarsely.

The panther shook his head and frowned. "Kit - try to listen to me, and try to understand me. This is very important, all right?" The cub didn't respond, but simply lay there, shivering. "Kit, I'm a lawyer, with the child welfare board. I'm representing you. You're in some trouble, do you understand?"

"T-trouble." the boy hissed through chattering teeth.

"I think you can understand me." the man sighed. "God - you're so bloody thin! Kit, I can only assume that you're going through a withdrawal right now. They aren't going to give you anything in here, or where you're going. If you've been smoking opium, you're going to have a very bad couple of days, but it will pass. Do you understand?"

"I think I'm dying." the cub sobbed.

"No you're not." Potter said softly. He hated his job on nights like this. 'Don't get emotionally involved' - the mantra had been pounded into his head so many times, mostly by himself, that he wasn't sure what he felt anymore. "Kit, you've been charged with something called second degree petty larceny. I'm going to plead guilty on your behalf - you wouldn't stand a chance of winning a trial, and given the fact that you have only one minor offense on your record I think I can get you a fairly lenient sentence. Do you understand?"

"Und-derst-stand." Kit stammered through a fog of pain.

The panther patted his shoulder. "Kit, we'll be seeing the judge tomorrow morning. Given the circumstances I think I can get you probation and time served - that means you wouldn't have to spend any more time in juvenile hall. I've seen your records - an orphan since you were less than three years old. Kit, I wish - I wish I could get you adopted tomorrow, I really do - but I'm going to do my best to see that you aren't sent to another orphanage. I'm going to try and get you placed in a foster home. That's not perfect, it's a crapshoot. But it's the best I can do for you." the panther said bitterly.

Kit grabbed the man's arm and stared up at his face. "Help me!" he begged. "All I need is a little, and I'll be fine, I promise! That's all - just a little - please!"

The panther stared back resolutely. "You're going to have a difficult couple of days, Son - but then it'll get better. I promise. Be strong. If I can get you probation I'll have you hospitalized for a day or two, just to get you through the worst of it. I'm going to do my best to get you placed in a foster home, at least for a while. That's all I can do - I'm sorry." He removed Kit's paw from his arm and stood.

"Don't go!" Kit pleaded. "Help me - please!"

"I'll see you in court in the morning. Try to be strong." Potter said grimly. He banged on the door of the holding cell. "Guard - I'm finished. And can we please get this boy some extra blankets, would that be too much trouble?"

"How do you feel?" Potter asked Kit, as they rode through downtown Cape Suzette in the attorney's black sedan.

Kit still wasn't quite sure what to make of the soft-spoken panther - he'd seen far two many seemingly concerned adults disappear when times got tough for him. "I'm OK. The first night was the worst. They gave me something at the hospital that helped a little."

"That's good." the panther nodded. "How'd you get started with it, Kit?"

The boy sighed. "I wasn't doing it for that long... I just got tired of - everything. It made me feel better. That's all."

"I wish I could tell you I understand, Kit - but I don't, not really. I'd say you got a pretty good taste of what can happen, though."

"Is this a lecture?"

"No, no lecture." Potter chuckled. "Once you step out of the car today you're on your own, Kit. I can't tell you what to do and what not to do. But I'll tell you this - not matter how bad you think things are, they could be a lot worse. You could be in juvenile for three months for what you did."

"I know." Kit said softly. In truth, he did suspect that he'd be in worse shape if the panther hadn't been handling his case. "Thanks."

"Don't mention it." the attorney sighed. "You understand that this is not an adoption, don't you? These are foster parents - it's considered a temporary arrangement."

"Sure, I get it."

'That's good. I'm sorry you've had to suffer through what you have, Son. I've been in this field for twenty years and I've seen the inside of more orphanages than I'd care to count. I know what they can be like. You've put in your time, and I hope you never have to go back."

"You and me both." the cub added bitterly.

The lawyer glanced over at Kit. "I think you're a pretty smart young man, Kit. I think you must be to have survived on your own for as long as you have, at your age. I'm going to be honest with you - foster homes can be wonderful places. But they're not like real families. There are too many kids like you, with nowhere to go - we take what we can get. I thought you deserved a shot at something better than another orphanage, another group home. Maybe you'll get it, maybe you won't. But this is the best I can do for you. Give it a chance, Kit - try to make it work. I don't know how many more chances you'll get."

Kit stared silently out the window. There had been so many speeches, so many sincere promises... They all blended together. "I think you're smart, Kit. I hope you're smart enough to give this a chance." the panther sighed.

"I'll try." Kit said stiffly. "But I want you to understand, I've heard it all before-"

"I know." Potter interrupted. "Here we are." The car pulled up outside a modest two-story house on a quiet street. "Let's go on in."

Kit followed the attorney up the walk and waited as Potter rang the bell, shifting nervously from foot to foot. A smallish cream-colored bear who looked to be in her mid-40s opened it. "Hello, Mr. Potter! Come on in!" she said, grinning at Kit. She stepped aside and panther and bearcub walked into the house. "George is out back, I'll get him."

"Thanks, Mrs. Bailey." Potter nodded. Kit surveyed the scene - they stood in a small living room, neat but Spartan, couch and easy chair facing a table with a large radio. A dining table and chairs sat in a small alcove to their left.

After a moment Mrs. Bailey returned, followed by a large brown bear in a white sweater. The two looked odd together to Kit - he was tall and burly, she was short and thin. "Hello, Potter." the man grinned. "This must be Kit Cloudkicker, eh?"

"Yes sir." the lawyer nodded. "Kit, this is Mr. and Mrs. Bailey."

"Call us George and Mary please, Kit." the big bear smiled, extending his hand.

"Pleased to meet you George, Mary." Kit said politely, cap in hand.

"My God! You're so thin!" Mary gasped. "You poor boy - are you hungry?"

"I'm fine." Kit smiled. "Maybe later."

"Well Kit, I'll take my leave of you." Potter sighed, shaking the cub's hand. "Good luck, Son. Please - give this a chance, all right?"

"I will." Kit smiled grimly. "Thanks for everything."

"You're welcome." Potter nodded. "Mr. and Mrs. Bailey, you have my number if you need to contact me for any reason. Good luck to all of you." The panther nodded to the Baileys, clapped Kit on the shoulder and was gone.

"Well Kit - would you like to see your room?" Mary asked jovially.

"My - room?" Kit asked, a little surprised. His own room? That would be a first. "Sure - thank you."

"Well - follow me, then!" she grinned, leading him up the stairs. "You're our first foster child, you know. You don't have any belongings, then? No clothes or anything?"

"Er - no Mrs. Bailey." he said sheepishly.

"Well - we'll just have to buy you some things then!" she said determinedly. "How do you like your room?"

"It's just fine." he smiled. It was small, but looked cozy enough - twin bed in the corner, small desk, chest of drawers, even a window. It was certainly more than he was used to.

"Good." she nodded. "My God - I just can't believe how thin you are! Mr. Potter said you'd been living out - out on the street, is that true?"

"Um.... Yes Ma'am."

"Mary, please. Out on the street, that's just terrible. Well, we'll get some meat on you, Child! I'm going to go and start dinner as a matter of fact. Would you like to rest in here for a while?"

"Sure. Thanks Mrs. Bailey. Mary! Thanks." She patted his paw and left him alone in the little bedroom. He sat back on the bed and closed his eyes. He was tired - he felt like his body had run a marathon, and when he allowed it to his mind still longed for the sweet relief of his pipe, though he was no longer racked by the unbearable cravings.

It all seemed nice enough... Even Potter seemed like he honestly wanted to help. If nothing else, Kit could rest, sleep. He was so tired. The future still frightened him, terrified him. But maybe he wouldn't have to face it down for a little while. He closed his eyes, and within a few moments he was asleep.

Mary woke him for dinner an hour later, and the three of them sat at the small dining table eating roast chicken, vegetables and mashed potatoes. Kit was hungry for the first time in days, his body finally willing to allow his craving for food to assert itself. He ate ravenously if a little sheepishly under the approving eyes of the Baileys.

"So Kit - are you interested in sports at all?" George asked him as he bit into a chicken leg.

"I like baseball, Sir. And football too, I guess. I never thought much about them, really."

"Maybe you can try out for the football team when school starts next month, eh?" George mused. "Course, you'll have to take some sort of placement test I suppose."

"I guess." Kit sighed. ~School - I haven't been to a real school in so long...~ "I hope they don't set me too far back."

"You're smart, obviously - I'm sure they'll be reasonable." the big bear said confidently. "You didn't sound too enthusiastic about the sports, Son - what are you passionate about?"

"Airplanes!" the boy said unhesitatingly. "I'm gonna be a pilot someday." Pilot - it seemed like a far-fetched dream to Kit now.

"Pilot, eh? Sounds like a plan. There's a restaurant in town - the Runway Cafe, right at the airfield. Full of aviation memorabilia. I can take you there sometime if you'd like."

"Sure." Kit smiled. "Sounds like fun."

"Don't say much, do you Kit?" the big bear grinned.

"Now George - give the boy some time!" his wife admonished. "He barely knows us - how comfortable would you feel?"

"It's OK!" Kit interrupted. "I guess I'm just kinda tired."

"I understand." Mary smiled. "I'll take you out and get you some clothes tomorrow Kit, if you want."

"Sure - thanks." Kit grinned. "I'd like that. So what do you do, Mr. Bailey?"

"I work at the Khan oil refinery, Kit. And it's George. I work on the safety inspection team."

"Wow - that sounds pretty tough." Kit replied. He felt strange, having this conversation - like it wasn't really him there with these people.

"It's honest work." the bear sighed. "Mary, what say we leave the dishes and go out for some ice cream? Kit?"

"Ice cream?" Kit smiled, unable to keep the interest out of his voice. "Sounds good to me!"

"Heh heh! I think we've found his weak spot!" George winked at his wife.

The graceful black horse cantered through the paddock gate and into the large field that sat behind the Cunningham house, the small yellow cub in the saddle waving to the two women who watched her, leaning on the fence.

"She's gotten quite good, hasn't she?" Kayla smiled, waving at the little girl.

"She's doing fine." Rebecca nodded. "She has a way with animals. She always has..."

"She seems... I don't know, downhearted somehow." Kayla frowned. "Has she been feeling all right, Rebecca?"

"She's picking it up from me, I suppose." her daughter sighed. "She's very sensitive - nothing gets past her."

"Really? What's wrong, Dear? You do seem a bit sluggish yourself lately, but I didn't want to say anything..."

"I really don't know, Mom. I'm such a lucky person, you know? I have a high-paying job, a wonderful daughter. I have a perfectly nice house to live in. I see the things happening in the world now - what right do I have to complain?"

"Is your father getting on your nerves? I know I'd have a hard time being around him all day!"

Rebecca laughed at that. "Daddy is Daddy, Mom. He's never changed since I can remember. It's not his fault..."

"What isn't, Rebecca? Talk to me! You know I'll listen."

"I know Mom. It's just - hard to put into words, somehow. There's just something, I don't know - missing. I should be so grateful for what I've got, but most mornings I don't even feel like getting out of bed."

"Oh dear..." her mother sighed. "I suppose I was always worried about this..."

"What's that Mom?"

Kayla chuckled bitterly. "I know you pretty well, Rebecca - I've been your mother for a long time. You and your father - you're so alike, but you're so different, too. It only makes sense that you'd want different things, doesn't it?"

"Mom?"

"Your father is a very strong man, Dear. He controls people and events by sheer force if will. I love him - I don't always know why, but I do... We fit, somehow. But some people just don't want to be controlled."

"Mom - I love Daddy! You know I do!" Rebecca protested.

"I know you do, of course." the older woman nodded. "You father's had a dream for you, since you were a little girl. I thought it was your dream too, for a long time. I tried to convince myself of it even for these last few months - but it isn't, is it?"

"I don't know." Rebecca whispered.

~I wish she'd left that first time, months ago.~ Kayla thought bitterly. ~The longer she stays, the more all of us will get hurt...~ Molly guided the black horse slowly over to her mother and grandmother, who smiled a greeting.

Kit had almost enjoyed his first few weeks at the Bailey house. Mary was quiet and unassuming, but she seemed to sense what Kit was feeling all of the time, and respected his privacy when he wanted to be alone, which was fairly often. She appeared to take it as her personal task to make up for his months of undernourishment, and fed him three full meals a day. He'd never been exposed to home cooked food for any stretch of time before, and his bony frame soon began to fill out.

George was more outspoken than his wife, even blunt at times, but Kit thought that the big man genuinely liked him, even if he seemed puzzled by the cub's quiet demeanor at times. He'd made a special effort to include Kit in as many of his leisure activities as possible, even tailoring them to Kit's interests. It was all a little strange to the cub, unused to any degree of personal attention from the adults in his life.

The advent of school had brought a fair amount of worry for Kit - most of all the worry about having to share a class with kids much younger than he was. However, he'd taken a barrage of placement tests and scored well enough to be placed in the seventh grade, much to his relief. School was as big an adjustment as the Baileys were, and his attention wandered often in the first days. Still, he supposed he could get used to it in time.

He arrived home from school on Monday of the second week of classes to find Mary whistling as she puttered about in the kitchen. Kit was feeling good - he'd just gotten his first test back that day, and he'd scored an 'A'. Impulsively, he kissed her on the cheek as he walked into the kitchen. "Hi Mary!" he grinned.

"Well, hello!" she giggled. "How was school today?"

"Great! I got an 'A' on my math test." he smiled. "I thought I'd have a real hard time adjusting, but it's not so bad."

"Well, as smart as you are I shouldn't think you'd have any problems!" she said proudly.

George trailed in a few moments after Kit. "Evening all. How was your day?" he asked the pair in the kitchen.

"Wonderful! Kit got an 'A' on his test!" Mary giggled.

"Great!" George beamed.

"No big deal..." Kit blushed. In truth, he was surprised by how good he'd felt about it.

"Kit - you know we've never made it to that restaurant, the Runway." George said thoughtfully. "Why don't we go tonight - just you and me? It'll be fun. What say?"

"Sure!" Kit beamed. "Mary, you don't mind?"

"No, I don't care about all that airplane mumbo jumbo." she scoffed. "You boys go - have your night out! You deserve it, Kit."

The Runway was everything Kit had imagined - he'd never seen a better collection of memerobilia from the Great War, and every barnstormer Kit had ever heard of seemed to have an autographed picture on the walls. If that weren't enough, the planes approaching the airfield looked as though they were going to land in the dining room. It was quite an experience, and the cub was enjoying it immensely.

"Having fun?" George asked, starting in on his dessert.

"You bet!" Kit grinned, spooning hot fudge over his sundae. "This place is great! Thanks for taking me here. I can't remember having more fun!"

"They have a terrific collection on relics from the Great War here."

"You bet! I've alaways been real interested in the Great War, the flyin' aces and all. 'Specially with what's going on in Eporue now."

"Jeez - yer such a bright kid!" George smiled. "Relics from the Great War - that's what I think I am, sometimes. I was over there for eighteen months, still a cub practically. I was in the infantry - we didn't see much of the flying aces in the trenches."

"Man - I bet that was horrible..." Kit whispered.

"It was no picnic, Kit. But that was all a long time ago... Here, I got a little something for you!" the big bear said slyly, reaching under his jacket. "Ta da!"

"Wow! A Stropwith Dromedary!" Kit gasped, holding up the metal model, which was exquisite in it's detail. "When did you get this?"

"They sell 'em up front!" George laughed. "I just thought you'd like it. Anyway, you deserve it."

"Why?" Kit asked, a little taken aback.

"No special reason. You're a good kid, that's all. Kids should get stuff sometimes."

"Well, thanks!" Kit smiled.

Yer welcome!" the big bear grinned, reaching across the table and cuffing Kit's neck playfully. "So you really like flying, huh? Airplanes and all?"

"You bet!" Kit gushed, feeling less inhibited around this man than he'd felt around anyone in months. "I'm gonna be a pilot someday. I already know every page of the standard flight manual, and I can read maps, and navigate by the stars even! But I can't get my licence til' I'm seventeen."

"Well, that'd make me real proud." George grinned. "I bet you're gonna do it, too. You're a real fine kid."

"I don't know about that." Kit sighed. He was getting uncomfortable now.

"If you say so. I sure like having you around, that's all I know. Who knows, maybe we can make it permanent!"

"Really?"

"Really!" George grinned. "C'mon - finish your ice cream and let's go home."

Kit came down to breakfast a week later to find George pouring cereal into a bowl in the kitchen. That was a break from normal routine - Mary usually cooked eggs or pancakes for them in the morning. "Morning. Where's Mary?"

"She's not feeling well today." the big bear said, a little stiffly. "Decided to stay in bed. Here's some cereal." He handed the boy a bowl and a bottle of milk.

"Is she OK? She seemed fine yesterday!" the cub asked, concerned.

"I told you she wasn't feeling well, Kit. She's fine, just a cold or something. Now eat your cereal and get along. You'll be late."

"Sure. Sorry." Kit frowned. Something didn't feel right - he hoped Mary was OK. George seemed in no mood to talk, so he finished his cereal in silence and ran outside to meet the bus.

"Thanks for inviting me to the club meeting Ernie - it was great!" Kit grinned at his friend, a diminutive hyena.

"No problem! The Jungle Aces are always lookin' for new members. You'd be surprised how many kids have never had an adventure." the boy replied.

"I guess." Kit sighed.

"Boy, _you_ sure have - it's amazing!" Ernie gushed. "All those pilots you flew with, the pirate attack-"

"Adventures are overrated, Ernie." Kit smiled grimly. "I mean, I like to have 'em - but other stuff is just as important. Maybe more..."

"Whatever. Anyways, it's good to have ya in the club."

"Thanks! Sorry I had to cut it short, but my foster parents want me home from school by four, and I'll need to walk. See ya later!"

"Yeah - see ya later!" Ernie grinned, slapping Kit on the back and running off. Kit smiled - there was certainly a time when he'd have been angry about having to stop doing something fun so he could meet an adult's deadline. Now, all he could think about was that it was nice that somebody cared when he got home...

Got home. That sounded funny... It was hard not to think of the Baileys house as his home now, for all the warning bells that flashed in his mind. Mary was as kind as anyone he could remember, and George really seemed - proud - of him. At last, someone really wanted him around. If these people were his chance at happiness he'd be stupid not to grab it, wouldn't he?

Even school wasn't so bad. Ernie was nice, and he liked a couple of his teachers. History was becoming a favorite subject - the events in Eporue were fascinating. Mostly, it was the routine that he loved - and most of all, he loved that he actually looked forward to going home at the end of the day.

It was a long walk to the Bailey's house, and it was about four-fifteen by the time Kit reached the door. He stepped inside and looked around. Mary was nowhere to be seen, and he found George sitting in the living room, back to Kit and a glass in his hand. "Hi George!" he said affectionately. "Is Mary still sick?"

"Upstairs in her room." the man replied curtly. His voice sounded strange to Kit, garbled.

"Uh - how was work?" the cub said, suddenly uncomfortable.

George stood and turned to face the boy, an odd expression on his face. "I didn't go to work today, Kit. Is it question time, then?"

Kit took a step back, fumbling awkwardly. "I'm sorry, I didn't mean-"

"Sorry, huh?" George hissed, taking a shambling step after him. "Do you happen to know what time it is?"

"Uh - I guess it's four-fifteen?" Kit whispered.

"Yer Damn right it is! You're supposed to be home at four o'clock, Boy! And here's poor Mary up there worried sick!"

"I'm s-sorry!" Kit stammered. "I missed the bus, I had to walk-"

"Don't you make excuses!" the bear snarled, and in a flash his hand whipped out and slapped the boy across the cheek with a resounding snap. Kit stumbled back against the wall, stunned. George stared at him for a moment, looking confused. "Get out of my sight!" he snarled, collapsing back into his chair.

Kit felt his cheek, which was hot and stung smartly. He wiped away tears and ran up the stairs, his mind a whirl. He went into his room and sat on the bed, panting heavily. After a moment the cub darted over to the Baileys bedroom and rapped on the door gently. "Mary?" he called, trying to keep his voice from breaking.

"Go away!" she called softly. "I'm not feeling too well right now, Kit. Go away."

"Mary, I need to talk!" he sniffed, trying the door only to find it locked. "Mary, please!"

"Go away now!" she called, a little more urgently.

The boy fled into his own room and collapsed face down on the bed, trying urgently to calm himself. ~It's nothing!~ he thought desperately. ~He's just having a bad day - that's all! Everyone has bad days...~ Tears came to him, unbidden, and he lay still for a time, breathing heavily, face buried in the pillow.

After a long while there was a gentle tapping on his door. Kit didn't turn. "Come on downstairs, now. I've got dinner waiting." George said gently. There was silence for a moment. "Come on down now, Kit."

The cub sat up after a moment, staring at the doorway where the man had been standing. He slowly trudged into the bathroom and splashed cold water on his face. With a deep sigh, he walked downstairs and the two bears ate in strained silence.

When Kit awoke the next morning, Mary was back in the kitchen preparing breakfast, and George nowhere to be seen. He stared at her back for a few moments, than nervously sat at the table. "Good morning. How do you feel?"

"I'm fine!" she said cheerfully. She turned to hand him a plate of eggs and he was stunned to see a faint purple bruise on her cheek.

"Mary - what happened?" he gasped.

"What - this?" she chuckled with a wave of her hand. "Clumsy me - I tripped and hit my cheek on the bedside table! I'm always doing things like that."

"T-table?" Kit asked hesitatingly. "Are you OK?"

"I'm fine." she smiled, patting his paw. "Eat your breakfast now - you'll miss the bus if you aren't careful."

"But-"

"Eat!" she ordered. He watched her busily moving about the kitchen for a few moments, hardly touching his food. Finally, he heard the bus honking it's horn and dashed outside quickly, leaving the woman alone in the kitchen.

The next few days passed in relative normalcy around the house. Kit thought he detected more awkward silences between the two adults, but both seemed to go out of their way to pamper him, especially George. The incident of Monday began to seem more and more anomalous to the cub, and he was almost able to convince himself that it hadn't happened.

George hadn't arrived home by dinner time on Thursday, so Kit and Mary ate alone that night. Afterwards they settled down on the couch in the living room listening to the radio, neither commenting on the big bear's absence. Finally, the door creaked open at about eight o'clock, and Mary stared at it, a distinctly perturbed look on her face.

George walked unsteadily into the living room, eyes unfocused. "Well - ain't this a nice little scene!" he chuckled, tossing his hat on the floor.

"Where've you been?" Mary hissed. "And what've you been doing?"

"None of your business." he slurred, falling into the easy chair. "I work for a living, y'know, to put food on the table-"

"You could have called at least." she seethed. Kit sat watching them, his discomfort increasing.

"Shut up!" George snarled. "You don't own me!"

"What did you say?"

"I said shut up! I don't work all day to come home and be grilled by a stupid woman!"

"Don't talk to her like that!" Kit said quietly, staring at his feet.

George stared at him, mouth agape. "_What_ did you say?"

Kit looked up defiantly. "I said - don't talk to her that way!"

George laughed uproariously. "Oh, you've get a helluva nerve, Boy!"

Mary squeezed Kit's paw tightly. "All right, that's enough now. Let's forget all this-"

"I thought I told you to shut up!" George snarled.

"Stop it!" Kit snapped.

"Oh, _that's_ it..." the big bear hissed, stumbling to his feet and taking a step towards the boy. "That's it..."

"George - that's enough!" his wife hissed.

"Go upstairs, Mary!" he slurred quietly, pushing her towards the stairs. "Go upstairs now!"

"No-"

"Go upstairs _now_!" he howled, lifting her and shoving her up the steps. "I said _now_!" Tentatively, the woman looked between the man and boy, and disappeared up the steps.

"Leave her alone!" Kit spat. "Don't touch her!"

"You got a lot of nerve, ordering me around in my own house!" The big bear stumbled over and grabbed the cub by the front of his sweater, lifting him to his feet. Up close, Kit could smell his foul breath.

It was all clear in Kit's mind now, beyond doubt. It all made sense, and he was blind with rage. "You don't scare me!"

The big bear slapped the cub hard on the cheek, jerking his head violently to the side. Kit collapsed back onto the couch. "My own house! I take a worthless scum like you in off the street, feed you, clothe you - and this is how you repay me?" Kit glared at him, his cheek red and puffed out, refusing to answer. "But then, what should I expect? You're a criminal, a petty thief, a drug addict-"

Kit launched himself at the big bear, managing to land a few blows to the man's chest. George reared back and slapped him savagely again, the force of the blow knocking the cub to the floor where he lay, stunned.

"Go on - get up!" the bear grinned savagely, pulling Kit to his feet. "No wonder no one wanted you - you're a worthless little weed, aren't you?" He punched the cub hard in the stomach, and Kit doubled over, panting for breath. "Had enough? Well?"

Kit could barely see through the tears of pain in his eyes, but he lashed out towards the big bear and managed to clip him a glancing blow on the chin, taking him by surprise. Kit heard laughter and tried to straighten up, then felt a thunderous blow on his jaw and fell back, momentarily senseless.

Through his fog, he heard screaming. He sat up and gagged, then spat blood out onto the floor. He crawled to his hands and knees and opened his eyes. The two adults were shouting at each other loudly and he saw Mary pushed to the floor. With a burst of energy, he stumbled out the door and into the night, a searing pain in his jaw and a stabbing in his gut when he breathed.

The boy stumbled blindly ahead, his only coherent thought to get as far away from that house as he possibly could. He had to stop every few moments and spit out the blood which pooled in his mouth, the results of the big bear's savage punch. Finally, his legs would carry him no further, and he collapsed to the ground. He buried his face in his hands and sobbed, even that involuntary act painful as the spasms that racked his face brought new jolts of pain to his cheek and jaw.

His tears ran dry, and he lay panting for several moments, vaguely aware of an occasional passing car or pedestrian but with no idea of where he was. Finally he sat up, opened his eyes and looked around him. He recognized the buildings on the western edge of downtown, and stumbled towards the city center.

He walked unsteadily until he reached twenty-seventh street, then turned left, heading towards the old pumping station. He staggered up the steps and into the decrepit building. He saw several forms in the dim light. "Lisa?" he called out.

"Kit?" her voice returned. "Whaddaya know - where you been?"

"Lisa." he panted. "I've got three dollars... two dollars and eighty-six cents. Gimmee whatever I can get for that! I need it now!"

"What's the matter with you?" she scowled, grabbing his arms in the darkness. "What the-"

"Now! Please!" he sobbed. "Whatever I can get, I don't care!" He thrust the money at her, and it fell to the floor.

"Take it easy!" she shouted. She reached into her pocket, pulled out a pipe and filled it. "Here, here, take this. Don't worry about the two dollars-"

"Light!" he hissed urgently. Shaking her head, she pulled out a match. "Thanks." Kit breathed, and stumbled out into the night.

"Man, that kid is seriously messed up!" a voice chuckled in the dark.

Kit took a long draw on the pipe, coughing as the smoke filled his lungs. He staggered down the street, finally collapsing in the doorway of a vacant store. He pulled at the pipe again, savagely, and his pain slowly receded. His breathing slowed, and he smiled at the sheer relief.

The cub continued to puff at the pipe for several moments, reveling in the familiar lightness as it took hold of him. He'd hurt tomorrow, but tomorrow didn't matter anymore. The faces and events of the night blurred away, and his head lolled back as he fell into a dreamless sleep.

"And a dozen almond croissants." Rebecca smiled at the small woman behind the counter. "That'll do it."

"Henry! Twelve almond croissants!" the little rhino shouted. "Sorry - my husband was supposed to have those ready when we opened..."

"Quite all right. I don't mind waiting. How's business?"

"Getting better, Miss Cunningham." the woman smiled. "We're working awfully hard, and it's just the two of us."

"That must be hard... Long hours, watching your expenses..."

"It hasn't been a piece of cake - pardon the pun!" the little rhinoceros laughed. "There's plenty of bakeries in the world already. But it's ours. We work hard but it doesn't seem so bad. We had nothing when we started."

"Almond croissants!" the woman's husband grinned, carrying a tray of steaming pastries to the counter. "Can't get 'em any fresher than that, Miss Cunningham! How's your little girl?"

"Fine, just fine!" Rebecca grinned back at the hippo, who towered over his wife by at least two feet. "Thanks for asking."

Rebecca paid for the pastries and stepped out into the street. She walked past a construction site - there was so much construction going on now, she could hardly keep up... Always building, that's what people were. Always building something...

She sat on a park bench and started in on one of the croissants, still warm from the oven. Winger City was a mass of swarming, industrious people, all seemingly in a hurry to get somewhere. All with a purpose.

~I've been out of school for nine years.~ she thought to herself. ~Nine years... and what have I built? I could disappear tomorrow, and I wouldn't leave anything behind me. Except Molly, of course. I'm lucky - lucky to have a healthy daughter, healthy parents. A home. So why don't I feel lucky? Stop being so selfish! Your father is happy, you're providing for Molly...~

Thinking of Molly brought the bearess no joy. ~Molly knows you're not happy. So she's not happy. What kind of example are you setting for her?~ she thought bitterly. ~I can build something, I know it. That's what I want - to build something. Not to push figures around on a page, but to create. To be a part of it, to work in the trenches.

I want it to be mine - I want to prove that I can do it... Make something from nothing, without any help. Do it on my own. Maybe even help people, be a real leader. A friend. Why don't I have any friends? Because no one wants to be around me, moping and depressed all the time...

It all sounds so easy. But there's Molly. She's got things pretty good. Instead of complaining about what I've got and upsetting her, I should learn to accept it, so she can have all the things she wants and be happy. All the things she deserves. All the things I had.

I've got my whole life ahead, I'm young - I'll have my chance. Dad can always find someone else to take over, when he's ready to let go. _If_ he ever lets go. In the meantime Molly has to come first, plain and simple. Stop feeling sorry for yourself when there's people out there with real problems! You've got your whole life ahead, plenty of time...~

A plane flew overheard, a cargo transport. Rebecca watched it until it disappeared far out over the bay, bound for some far off port. She blinked and was surprised to find she had tears in her eyes. The bearess shook her head angrily and stood. It was time to head for work, the office. She set off at a slow walk. There was no particular hurry - things would be running just fine without her.

Kit awoke to a dull sensation of pain all over his body. He tried to lift his head and was rewarded with searing agony from his cheek, jaw and eyes. His gut throbbed when he breathed. The boy laid his head back on the hard pavement and groaned, shielding his eyes from the sun.

The events of the previous night came flooding back to the cub with cutting clarity. He'd been taught another painful lesson. He was sick of lessons. He was sick of adults who pretended to care and he was sick of everything else. With a growl of pain and frustration he forced himself to sit up.

Kit looked down at the wooden pipe next to him, scowling. He picked it up and tossed it away in disgust. The boy put a hand to his jaw, which was grossly swollen and tender to the touch. At least two teeth were broken, and stabbed him with agony. For all the pain, however, Kit was more exhausted than anything else. He was a cub of tremendous fight, but it was used up. He felt no more defiance inside him.

The boy stumbled to his feet and started down the sidewalk towards the river. The drug-induced fog of the night before had left in it's wake a painful clarity Kit saw all of the paths laid out before him, and none of them were tolerable. Everywhere he looked there was pain. Everywhere there was betrayal. Everywhere was loneliness. Most of all, everywhere was struggle. The boy had no more struggle left in him. He'd given every ounce he had.

He walked out onto Hendrix bridge, idly taking note of the boat traffic passing below him. The cement arched high over the river, a stream of cars and trucks noisily lumbering across it's surface. A few of the motorists glanced curiously at the disheveled bearcub as he trudged over it's span.

Kit stopped at the very center of the bridge and peered over the side at the dark water far below him. It looked cool and inviting, like a place where the boy could finally rest, finally release the pain and loneliness that dogged him and be free. And in between, the air - The boy had always felt more at home in the air than on the ground. Let the air carry him where he needed to go. It was a good place - as good a place as there would ever be.

The boy took his red and blue baseball cap off and carefully set it on the guard rail. He stood thoughtfully for a moment, then reached under his green sweater, almost too small for him now though he continued to wear it, and pulled out his airfoil. He'd clung to it through all - jail cells, orphanages, juvenile detention. Always the airfoil had left when he did, and returned to it's rightful place under his green sweater. Kit hugged it to his chest briefly and gently set it down onto the guard rail next to the baseball cap.

The cub glanced down into the water again, taking comfort from it's cool visage. He slipped one foot over the guard rail, wincing briefly at the lingering pain in his gut. He slipped the other foot over the railing and leaned back against it, nothing between him and the water now except the breeze. A car screeched to a stop out on the street, then two. With a tensing of his arms, Kit pushed away from the rail and felt the wind whistling through his fur in a moment of pure exhilaration.

"No! Kid! Noooo!"

"Fuzzy! Wake up, man! Fuzzy!"

"Kit!" Baloo screamed, as the crowd at Louie's turned their heads at the ruckus. "Oh, Kit, No!"

"Wake _up_, Baloo!" Louie shouted, shaking the grey bear's shoulders roughly. "Take it easy, Man! Yer all wigged out!"

The pilot opened his eyes, which darted around him wildly for several seconds as he stumbled to his feet, sending his chair tumbling on it's side. "Kit! Aw God, Louie - the kid! Where's the kid?"

"Shortstop?" Louie frowned. "I'd guess he's in school, Fuzzy! Ya sure didn't bring him in here with ya-"

"What?!?" Baloo gasped, finally realizing where he was. "But Louie, he - I - I saw..."

"That musta been some dream, Cuz! I didn't know even a lazy bear like you could fall asleep that fast!"

"Wait! That guy - Peter! Where is he?"

"What guy? Peter?"

Baloo grabbed the ape roughly by the lapels. "That guy! He came over to my table - he was wearing a black jacket! Big white feathery guy..."

"Watch the threads, Cuz!" Louie scowled, brushing the pilot's hands off of his collar. "I didn't see no feathery guy in no black jacket. I just took yer order, Man!"

"Dammit Louie, I _know_ he was here!" Baloo cried desperately, feeling his heart pounding in his chest. "He sat right down and talked to me... Wait a minute - ya just took my order?"

"Yeah, Fuzzy - not two minutes ago!"

"But that's _impossible_! He was here! We talked fer longer than that! An' then - Aw God, Louie - Kit! He was - he..." the big bear sobbed.

"Take it easy, Man!" the orangutan soothed. "Kit's fine! I ain't never seen ya- Where the heck ya goin'?!?"

"Gotta get back ta town!" the pilot shouted, dashing for the doors.

"But Fuzzy - what about yer burgers? Baloo!"

"Fergit 'em!" the pilot shouted over his shoulder as he stormed out the bamboo doors. Louie's attendants were busily filling the tank and cleaning the windows when the pilot reached the plane. "Gotta leave now! Get that hose outta there!" he snapped. Puzzlement etched on their simian faces, the monkeys complied, and the Sea Duck was airborne in a spray of propwash.

Baloo's hands were shaking as he set a course for Cape Suzette, and he had difficulty seeing through the tears that had appeared in his eyes. "Can't be real! Can't be real!" he hissed to himself. "They're fine, the kid's fine! Just a dream, just a dream, that's all!" A sob escaped him quickly as his words summoned back the terrible images he'd seen. "Can't be, can't be real. It's my fault, my damn fault..."

The halls were empty as Kit headed unsteadily towards the gymnasium. The boy was hard-headed and cynical about most things, having seen what he'd already seen in his young life. And he knew the difference between real life and dreams. "Dammit! That was no dream!" he hissed, pounding on a locker in frustration.

The cub stood, breathing heavily, for a moment. His nerves would not settle, no matter how he tried to clear his head. He couldn't face another hour of uncertainty, of loneliness. They could give him detention, they could suspend him, even expel him. At that moment, he didn't care. He'd only ever known one home in his life, one family - and that was all that mattered. The boy pushed away from the locker and took off at a jog towards the main doors of the school.

~Wish I'd rode my bike today!~ the cub cursed himself, slipping out into the cool afternoon, not caring if anyone saw him leaving. All that mattered was getting home as quickly as he possibly could. He knew he might find Rebecca consumed by other matters, too busy to take much notice of him. Who knew what Baloo would be like - what cold stares and angry words might await the boy. But he could face that. He could face anything, as long as he saw them with his own eyes, knew in his heart they were there. Panting, the boy sprinted off the school grounds and towards the harbor.

"Get a grip!" Rebecca whispered, pounding a shaking hand on the desk. "You're a grown woman, not some babbling infant! You've had bad dreams before - so get a hold of yourself!" She wiped tears from her eyes and pulled out a stack of contracts, then swept them to the floor in frustration.

~Ten after two. How can it only be ten after two? How is it possible?~ she thought desperately. Kit would still be at school until almost three, and who knew about Baloo? More than anything she wanted them here, together. She didn't want to be alone. The bearess was trembling and sweating, and she felt weak, drained.

She turned quickly and reached for the radio, then stopped. ~What in the world would I tell him? Just calling to say 'Hello'? They'll lock me away at this rate...~ "Please, get home soon!" she whispered. The images wouldn't leave her mind, wouldn't fade into the background agreeably as dreams usually did.

~Why did you hang up on him? Why did you push him away? Stupid! Couldn't you see-~ Rebecca's thoughts were interrupted by the sounds of the door handle turning, across the room. Incredibly, the door stuck for a moment, as the person on the other side frantically pushed on it. Finally, it gave way and Kit fell through, panting.

Rebecca exhaled deeply, only then realizing she'd been holding her breath. ~Thank God!~ "Kit - what's the matter, Sweetie? Why are you home so early? Why are you out of breath?"

Kit sucked oxygen into his lungs, taking a few steps over to the desk. He fought down an overwhelming urge to leap into Rebecca's arms and bury his face in her shoulder. ~She'll think you're nuts! Don't be an idiot!~ The cub realized as he approached that Rebecca's cheeks were wet with tears. "Miz Cunningham! Are you crying?"

"I'm just fine!" the bearess smiled, coming out from behind the desk, the tears flowing freely now. "Kit - I'm sorry I was so short with you last night, you needed me and I-"

"Oh Becky!" the cub whispered, grabbing her paws. "Is that why you're crying? It's OK, I understand! I know how hard it is, how much this place means to you-"

"Places don't matter. People matter!" she interrupted. She threw her arms around the boy and squeezed him tightly. "I'm just glad you're all right, that's all! I'm just glad you're all right..."

"I'm fine!" he sighed, feeling some of the burden he'd carried all the way home lifting from his shoulders. His legs felt weak under him, and he allowed the bearess to support his weight as she leaned back on the desk. They embraced for several moments, neither feeling the need for words, soft sobs escaping Rebecca's chest sporadically.

"You'd never leave, would you?" Kit whispered, breaking the spell. "No matter how tough it gets you'll stick it out right? 'Cause I know I'm a pain sometimes, an' Baloo screws up, but I don't think I can make it if you go-"

"Kit. Kit." the bearess whispered. gently rocking him in her arms. "You're not a bother, you'll never be anything but a complete joy to me! Just because I can be a short-sighted fool sometimes that doesn't mean I don't care. Never think that."

Kit smiled up at her. "I never did!" The boy laid his head back on her shoulder and closed his eyes. "I wish Papa Bear were here..."

"Dammit! Go faster, ya bucket o' bolts!" Baloo cursed, wishing for the hundredth time that he still had his overdrive motors. Each minute of the flight home felt like a week, and by the time the cliffs finally came into view his hands were white from the vise-like death grip they'd held on the wheel.

The pilot was angry, though at precisely what or whom he wasn't sure. Certainly at himself. He was shaken by the things he'd seen - although he felt more like he'd lived them than seen them. Most of all, he was scared. Baloo could see Higher for Higher now, a faint speck below him as he circled in for a landing. He might find a very angry, very hurt boy there waiting for him, but that wasn't what frightened him.

The plane slapped the water loudly as Baloo touched it down roughly with none of the grey bear's usual dextrous touch. He bought it to a stop, banging into the wooden pilings of the dock as he did, and killed the engines.

Baloo sat in silence for a moment, listening to the sounds of his own deep, ragged breaths. A boy, a bridge, cold, dark water. The images wouldn't release him. "Cool it!" he hissed angrily. "Everythin's gonna be fine, they won't even know what's got into yer head. Just be cool!"

The pilot's strong legs wobbled under him as he unsteadily walked to the door, heart racing. "Everythin's fine, just fine!" he whispered, grabbing the handle in a shaking paw. With a creak, the door opened and he stepped inside. Rebecca sat in the easy chair, looking weary. "Becky! Aw Becky, yer here, thank God yer here..."

"Baloo!" the bearess said, surprised. "You look like you've seen a ghost!"

"You don't look so hot yerself, Boss Lady! But ya never looked better ta me!" he rasped hoarsely, pulling the surprised woman to her feet and embracing her desperately. "Aw Becky, yer here!"

"Where else would I be?" Rebecca smiled. "Are you all right?"

"Fine, just fine. Becky! You been cryin'!"

"It's nothing." she whispered, wrapping her arms around the big bear as best she could. "Everything's just fine, Baloo. I'm just happy you're here, that's all. I was worried about you..."

"Me too." he sighed. "Aw Becky - I been such a jerk, an' all you was tryin' ta do is help me-"

"It's all right, Baloo! I understand. I only wish I'd helped you more..."

"You done everythin' fer me, Beckers." Baloo whispered. "If it weren't fer you, me an' Kit - Kit! He's still in school - of course! Damn..."

"No Baloo! He's here, he's upstairs!" she smiled. "Go up there, talk to him!"

Kit sat cross-legged on his bed, absently twisting his cap in his hands. He'd heard the Sea Duck land, of course. It'd been tough not to go down there and jump into Baloo's arms immediately, but he knew how the grey bear would react. He knew how Baloo was feeling, and why he was feeling it. The last thing the cub wanted to do was scare him off right now. He was here and that would have to be enough for the moment.

To the boy's surprise, he heard heavy footsteps pounding up the stairs hurriedly. He swung his legs off the bed and stood just as the door swung open and Baloo stood there, staring down at him with a strange expression on his face. "Papa Bear! What's-"

"Kit!" the pilot breathed, sweeping the boy into his arms and swinging him around before falling to the bed. "Oh, Kit!"

Sweet relief flooded over the cub as he wrapped his arms around the pilot's neck. "Papa Bear! What's going on?"

Baloo squeezed Kit's small form in his arms, scarcely believing that the boy was real. All he wanted to do was hold him, feel his weight, see his face. Know that he was really there. The big bear felt as though he was reborn, and all of his pent-up emotion flooded out of him. "Kid! Aw, Kid, I'm so sorry, I'm so damn sorry!" he sobbed, kissing the cub on the forehead.

"Papa Bear, you're crying!" Kit hissed. The cub had seen a stray tear escape the pilot's eye on occasion, but never anything like this. "What's wrong? Baloo?"

The grey bear cupped Kit's face in his palms and held it close to his own. "I'm a blasted fool, L'il Britches! Kid, don't ever let me hurt ya that way again! Don't let me hurt ya, ya don't deserve ta be hurt any more..."

"It's OK!" Kit grinned tearfully. "It's OK, I don't care about that, I'm fine! It's OK Baloo, stop cryin'!"

"I didn't know, L'il Britches! I'm a stupid ol' bear, I wasn't thinkin'... I'm sorry!"

"Don't be!" Kit whispered hoarsely, nuzzling the big bear's cheek. "You're the best, Papa Bear. How could I ever be mad at you, you're my best friend! I'm nothin' without you, I'm sorry I asked so much..."

Baloo wiped his eyes and forced a smile. "I'd give ya everything I ever had and go back fer more, Kit! Ya didn't never ask me fer nothin' I wasn't happy ta give. We got our whole lives, that's all that matters now. That's all that matters."

"I know!" Kit whispered, wrapping his arms tightly around Baloo's neck again and grinning at Rebecca, who had been standing in the doorway watching them with a thoughtful smile on her face. "Don't worry - they'll never split us up, Papa Bear. Never."

"Never." Baloo echoed, relishing the boy's presence. The phantoms of his mind retreated to the shadows. Rebecca watched silently and smiled back at Kit. They were the joy in her life, the spark - and she knew it. Something had happened - maybe they'd all wised up, maybe that's all it was, but her mind still nagged her to analyze it. She resisted - it had been a strange day, but somehow they were all together and that was enough for now.

Baloo scratched Kit's ears gently as the boy nestled his head against the big bear's shoulder, knowing that the cub loved it. Kit giggled softly and burrowed his head farther down as the pilot wrapped his arm around him.

Kit's overwhelming relief and joy at seeing Baloo at all had only been exceeded by his relief at knowing that the coldness between them was gone. Baloo was his Papa Bear again, unabashedly. As the flush of bliss had finally ebbed, slowly, the cub had begun to wonder just why the grey bear's demeanor had transformed so suddenly and dramatically. He'd never seen Baloo cry like that before. The bear had actually sought comfort from him, and Kit found himself loving that with all of his heart. Baloo had needed him, and he'd been strong.

As the two of them passed the evening snug in the easy chair the questions vanished. What did it matter, as long as they were together? The boy knew exactly what was going to happen - they'd snuggle together until both of them drifted off to sleep. Baloo would wake in the night, and carry him upstairs in his arms. Kit would wake too, of course, but he'd pretend to be asleep as the bear tucked him into bed.

Tomorrow was Saturday, and they'd rise late and lazily wander downstairs. Baloo would put on a record and they'd putter around the house for a while, until they'd mutually decide to go out to breakfast. They'd walk down to Levinson's Diner, Baloo grabbing his hand and holding it as they walked. They'd sit down and order pancakes and fried potatoes and coffee, and Kit would ask the waitress to leave the pot. When they were done eating they'd slowly walk back along the harbor, joking and laughing, and when they got home Becky would be there, and Molly with her. He'd play with Molly for a while, then he and Baloo would fly off on a delivery together.

Kit smiled to think of it as he listened to Baloo's slow, easy breathing under him. It was predicable, and such a far cry from the adventures he'd dreamed of since he was old enough to walk. Kit didn't care - adventures meant nothing to him anymore. One Saturday like that was more fun than any adventure, and worth more than all the treasures of his boyhood fantasies. He slowly, reluctantly allowed sleep to overcome him, knowing that his waking life was better than any of his dreams. Tomorrow was going to be a great day.

Kit was vaguely aware of a sense of movement, and drifted awake as he felt Baloo lift him from the easy chair. He laid his had on the grey bear's shoulder, eyes closed. The cub heard the pilot switch off the lamp, and then heard slow, heavy footfalls as he was carried up the stairs.

The cub was in a fuzzy world of half-sleep when Baloo gently lowered him to his bed and pulled the covers up to his chin. He could almost have convinced himself that he was dreaming, had he not experienced these same small events so many times. He could sense Baloo standing over him silently for a moment, then a hand gently brushed the fur from his eyes. "Ya ain't foolin' me, y'know!" the pilot said softly.

The cub winked one eye and opened his mouth a little in surprise. Baloo stared down at him, a small grin on his face. "How - how did you know?"

"I always know, L'il Britches." Baloo chuckled. "I just figgered ya liked me tuckin' ya in or ya woulda said somethin', and if I didn't like it I wouldn't do it! Besides..." the grey bear reached under Kit's chin and tickled him gently. "I know ya just don't wanna walk upstairs yerself, ya lazy cub!"

The boy giggled for a moment, then grabbed Baloo's large paw in his two small ones. He looked up at the big bear and smiled. "I'll keep pretendin' if you will, Papa Bear."

"Deal." The big bear stared down at the cub silently, eyes shining, then kissed him gently on the forehead. "G'night L'il Britches. Sleep tight."

"Night." Kit said softly. He held onto Baloo's paw for a few moments, not wanting to let the grey bear walk away just yet, then released him. Baloo stretched mightily and crawled into his own bed. Kit rolled over and stared at him with slitted eyes. Baloo grinned back at him and that was the image the cub took with him as sleep slowly reclaimed him.

Levinson's was packed as it always was on a Saturday morning, but Baloo and Kit had managed to secure a booth in a corner by the window. "Why d'you look at the menu, Papa Bear?" Kit asked mischievously. "You always order the same thing!"

"Ya sayin' I'm in a rut, Kiddo?" Baloo scowled comically. He set down the menu and tugged Kit's cap down over his eyes. "So - ya still think ya wanna play football, L'il Britches?"

"Naw." Kit smiled, straightening his cap. "It ain't important, Papa Bear. Maybe later, we'll see."

The waitress, a giraffe with glasses and a pink apron, wandered over. "Mornin' boys. Coffee?"

"You bet!" Baloo nodded.

"Leave the pot please, Hazel?" Kit grinned.

"Sure thing, Sweetie. You boys ready to order?"

"Kid?"

"Sure - I'll have a tall stack of buckwheat pancakes, and the home fries with onions and peppers please. And orange juice." Kit replied.

"Gotcha. Baloo?"

Baloo scratched his chin thoughtfully, then winked at Kit. "Lemme have a bowl of oatmeal... cinnamon oatmeal. And a half grapefruit."

"Did I hear ya right?" Hazel asked, peering down at him over her glasses.

"Yeah." Baloo grinned. "Seems ta me somebody once said 'Life ain't worth livin' if ya don't do the stuff ya like.' And I guess I just wanna keep doin' the stuff I like fer a little longer, that's all."

"Gotcha. Oatmeal and grapefruit." the waitress nodded, shaking her head as she retreated to the kitchen.

"Papa Bear!" Kit whispered.

The pilot reached across the table and cuffed his neck gently. "Yer never too old ta wise up, Kid. Even a dumb, pig-headed bear like me! Now drink up, yer coffee's gettin' cold..."

"We're pretty lucky, aren't we Baloo?" Rebecca grinned, watching Molly chasing Kit furiously around the office. "When you stop and think about it, really think about it..."

"You bet, Beckers." Baloo nodded. "Kit n' I are both lucky. Fer a lot o' reasons. 'Cause yer around..."

"Maybe." the bearess sighed. "It's so easy to be blind, isn't it? To not appreciate what you have."

The grey bear frowned at her. "Yeah... I was just thinkin' that. Like me - sometimes I fergit that Kit's the greatest kid in the world, Becky. How stupid is that?"

"We all do that, Baloo. It's just human nature, I suppose. The hardest thing to do is to sit back and be happy for the way things are, not worry about what they could be." A shadow passed over the big grey bear's face. "What is it, Baloo? Penny for your thoughts!"

The pilot chuckled. "Overpriced, maybe... Y'know what I was thinkin', Beckers? I was thinkin' that Kit's a great kid. He's smart, he's got guts, he's as good-hearted as they come, y'know?"

"Sure."

"But y'know what? It wouldn't take much bein' different, an' nobody'd know it. The kid's never had a real break in his life until we showed up... An' if we hadn't, he'd still be that same sweet, beautiful kid - only nobody'd know it. He might just disappear, and nobody'd care he was gone. They'd be glad not ta be bothered."

"Oh Baloo! I hope that's not true..." Rebecca sighed.

"It's all in the breaks, Becky. Don't every kid deserve a break - don't they all deserve a shot at a real life? I think all kids are good kids, if they get a few breaks. It was almost too late fer L'il Britches, but he got lucky. We both did. But they don't all get lucky..."

Kit jogged over and grabbed Baloo's arm. "Papa Bear - I'm gonna start the pre-flights on the Duck, OK?" the cub smiled, breathing heavily from his romp with Molly.

"Sure Kid - I'll be right out." Baloo grinned.

"Can I fly the take-off today? The weather looks good, an' I can always use the practice-"

"You got it, L'il Britches! Knock yerself out!" Baloo winked. The boy disappeared outside. "I'll see ya later, Becky." Baloo sighed, kissing the surprised bearess on the cheek. "My boy an' I got some flyin' ta do."

Molly was curled up asleep in the easy chair when Rebecca heard the truck pull up outside Higher for Hire. "Must be the oil delivery." she sighed wearily. She patted the yellow cub's head softly and wandered outside, carrying a cup of coffee.

A black uniformed figure hopped down from the truck and began filling the little building's heating oil tank. The man turned to her, revealing himself as a tall white hawk. "Good morning!" the hawk smiled at Rebecca, who dropped her mug to the ground with a smash.

"You!" she gasped. "You! You..."

"You in charge?" he smiled, walking over to the bearess.

"Charge... Yes, in charge. You?"

"Nice place you have here!" the hawk said casually. "Bet it's pretty hard, being the boss all the time. You wanna sign here for me?"

"S-sign. For what?" the bearess hissed.

"Why - heating oil, of course!" the hawk grinned as she numbly signed his clipboard. "Get's brisk here at night, this time of year. You wouldn't want your flight crew to get chilly, would you?"

"Who - who are you?"

"I'm just delivering the heating oil, Ma'am. But I won't be back, this place isn't on my route after today."

The bearess shook her head in irritation. "Look - I don't know - I mean..."

"Thanks Ma'am. Pretty tough being the boss, I bet. But you seem to be darn good at it."

"But-"

"Yessir, everybody always counting on you, looking to you for help. Still, I've found some folks are pretty good at that. Take the heating oil, for example. You make sure the deliveries come in, make sure your staff are nice and warm all winter."

"Why are you here?" Rebecca hissed urgently.

"Like I said Miss Cunningham - I'm just delivering, that's all. The rest of it, I leave up to you. Seems like you can handle it OK. I'll leave things in your hands!" The white hawk tipped his cap and smiled, then turned and detached the pump form the oil tank. He was gone before Rebecca could get another word out.

She watched the truck disappear from view, hands on hips. With a wry smile, she turned and walked back into the little building, shaking her head.

"Take her twelve degrees port, Kiddo, and bring us up ta 4500 feet."

"Roger Skipper!" the cub replied, confidently banking the big seaplane to the left and pulling back on the stick.

"Darn smooth, Britches!" Baloo smiled. "Yer makin' me real proud!"

"Thanks!" Kit grinned, a blush forming on his cheeks. Baloo turned to stare out the window, deep in thought, while the boy concentrated on the controls in front of him. Finally, Kit turned to the grey bear, a plaintive look on his face. "Baloo?"

"Yeah, Kid?"

"Why do you think stuff happens?" the boy asked softly.

The pilot adjusted his cap and smiled at him. "What kinda stuff, Kiddo?"

"I dunno... How you an' me, an Becky... How we ended up together. Why - why'd you decide you wanted to... take care of me? How'd you know it was what you wanted to do?"

"Does it matter, Kit?" the pilot sighed. "What brought all this on, anyways?"

"I dunno... Just been thinkin' about it, I guess." the boy replied softly, eyes downcast.

Baloo folded his arms and leaned back in his chair, eyes closed. "Maybe ever'body - maybe we all get one shot, y'know? One chance ta really hit a home run."

"Whaddaya mean?" the cub frowned.

"Well - what I'm sayin' is, maybe every person - even a fat stupid ol' bear like me - gets one chance to make their life special. Once chance to do somethin' really great. Only it's up ta them whether they take it or not. An' you were my chance, L'il Britches."

"Papa Bear-"

"Y'know Kid - the only thing that makes me any better than a down an' out cargo jockey is you. No matter what else I do, no matter how many mistakes I make and screw-ups and all the rest - as long as I got you, my life is always gonna be special. It coulda been anybody, L'il Britches - didn't have to be me. Anybody who had you around was gonna have a one in a million life. I just got lucky - and fer one time in my life I didn't screw it up. You were the best break anybody ever got, L'il Britches - I just hadda not blow it."

"D'you really mean that?" Kit whispered.

"I sure do, Kid."

"Thanks!" Kit grinned, wiping a tear from his eye. "I used to think flyin' was the best thing in the world, y'know? I used to think that's all I needed to be happy. But it's not even really important, is it?"

"How so, L'il Britches?"

The cub shook his head sheepishly. "I used to dream about flyin', airplanes. Every time I went to sleep all I'd have in my head were adventures, y'know? I thought my life was dull, that's why I wasn't - why I was so..." The boy took a deep breath and looked over at Baloo with an embarrassed smile. "All I ever really wanted was for somebody to take care of me, Papa Bear. Pretty silly, huh?"

"Don't sound silly at all ta me." the pilot whispered. Kit stared straight ahead, small hands gripping the wheel tightly. He silently cursed the tears he felt at the corners of his eyes. "Whassa matter, L'il Britches?" Baloo asked gently.

"I'm scared." the cub said hoarsely.

"Scared o' what, Kid?"

Kit squeezed his eyes tightly. "What if somethin' happens, Baloo? You an' Becky - I... I don't think I could take it if anything... It could happen so easy, Papa Bear - where would we be, if somethin' happened to one of us? It scares me."

"I know..." Baloo sighed, unbuckling from his chair and kneeling next to Kit, hand on the cub's shoulder. "Kit - It's OK ta be scared. I get scared too. Believe me, I know what scared really is." The grey bear covered his eyes for a moment, giving Kit's shoulder a gentle squeeze. "Anyone who tells ya they never get scared is full o' guava."

"Really?" the boy mouthed, almost silently.

"I think it's what we do when we _get_ scared that matters, L'il Britches. That's what matters. We can't never tell what's gonna happen, an' that's scary. 'Specially if we put our future in somebody else's hands - that's even scarier. Ya just gotta be scared, an' face it down. Fear ain't so bad - it can't hurt ya. It's what fear makes ya do that hurts - hurts ya deep inside.

Funny thing is, Kiddo - when ya put yer future in somebody else's hands, ya don't hafta be scared by yerself. And once ya figger that out - things don't scare ya so much anymore. That's when you kin just do what yer gut tells ya is right, and I figger that's when things work out pretty good. Things worked out pretty good fer us, dontcha think?'

"Great!" Kit smiled weakly.

"Well, I trusted my gut when I hooked up with you, Kid. My head was tellin' me ta run, but my gut was tellin' me I was meant ta take care o' you. I think that decision worked out okay. And as long as yer around ta take care o' me too, I kin handle anything as comes my way."

Kit released the wheel at last, causing the plane to lurch slightly to Port. He wrapped his arms around Baloo's neck, and nuzzled his cheek. "I'll always take care o' you, Papa Bear. I promise."

"Then I guess I'm gonna be just fine, L'il Britches!" Baloo chuckled, enfolding the cub in his arms. His heart ached for Rebecca to be there too, but she'd be waiting when they got home. Part of her was in every embrace he shared with Kit.

All of his doubts melted away as they always did when he held Kit, the sense of rightness overpowering. This was where he was supposed to be, and the world outside their arms be damned. They were one life, fragile and delicate sometimes, but in their embrace they were stronger than any obstacle in their path. Stronger even then fear. Baloo felt the boy gently rest his head on his shoulder and cradled it there, watching the sky in front of them. There were dark clouds ahead, but the big bear knew there would be blue skies beyond them, and he wasn't afraid.