Written by: Marc

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.

Chapter 1

Kit Cloudkicker sat in his chair, his hands folded neatly on his desk, gazing through the window pane to a tempting cloud-blanketed sky. He closed his eyes and began to imagine: There he was in his tiny, under-gunned fighter plane, flying through the showers of gunfire and smoke of enemy planes. All of the other had failed, either shot down or abandoning their mission. But not Kit Cloudkicker., he thought. He was the fighter pilot whose skills and finesse could overcome his primitive vehicle. Anticipating the moves of the enemy fighters as if he were a mind-reader, he wove up and around their gunfire, while his shots as if guided by some unknown force scored direct hits, downing his enemies. Then there was only him and one other fighter. This was the infamous Red Bandit. Kit knew that he was overmatched, but a plan began to form in his head. Clutching to his airfoil, he accelerated, directing the plane right for the Red Bandit's. Just as they were about to collide, Kit tensed his muscles, grabbed the board tightly, and then he. . .

"Mr. Cloudkicker!" yelled an angry school teacher.

Kit jumped to the rude awakening of his daydream, "Sorry, Miss Gibbons." He looked around the class and saw that all the chairs were empty.

"Ummm, where is everybody, Miss Gibbons?" he asked quizzically.

The schoolteacher sat on her desk, and folded her arms. "School's over Kit. You see when you actually pay attention you notice things like when the bell rings."

He laughed, "Sorry."

She smiled. "That's all right Mr. Cloudkicker, I have to talk to you anyway. I have your paper. Would you like to see it."

"Is that a trick question?" Kit asked rolling his eyes.

"Come here wise guy," she said slightly perturbed as the cub slowly made his way to the front of the room, "It's a C-, Kit."

Kit rubbed the floor with his claw, "Aww, I just ain't good at essays, ma'am."

"It showed no effort at all from you, Kit," she replied putting the paper away, "But it's still a C- and passing. Just imagine if you just. . ."

"I know, I know, if I applied myself, " he sighed.

Ms. Gibbons acted surprised. "Excellent. Maybe I am actually starting to get into that noggan of yours."

Kit shook his head. "I just didn't have any time ma'am."

Her eyes widened, "Oh, yes, I read all about you gallivanting in that airplane of yours in the gazette the morning the paper was due. Frankly, Kit if these people are making you work when you have school work..."

Kit was startled, "Oh, no no no no. . . Baloo didn't even know about it cause I didn't tell him."

"Oh, my!" she looked exasperated and shook her pencil at him, "Kit just pay attention in school. That's all I'm asking."

Kit looking at the clock nodded. "Okay, I promise, but I really have to go to track practice, so if you don't mind. . ."

"And what about your fraction tables?" she asked stubbornly.

"I'll have them memorized by tomorrow, I promise." Kit said jumping up and down in place.

"Remember Kit, we never memorize, we leeaarrnn." she waved her hand, acknowledging he could go. As he was about to pass through the doorway, she turned around and asked, "Who was it this time: the White Baron?"

Kit looked surprised and hen he grinned, shaking his head,. "The Red Bandit, Miss Gibbons, geez."

The young bear cub ran down the hallway, leaving his giggling teacher in her classroom.

Jogging out to the track, Kit spent a second to smell the fresh air and enjoy the cool breeze. Perfect weather for running and for flying, he thought.

"Sorry I'm late, coach," he said to a tall, brawny otter with a fuzzy, pointed mustache, "But this teacher was like. . ."

"No sweat, Cloudkicker," the otter mumbled, "forget it, I got a job for you, son."

He put his hand on the cub's shoulder and pointed to a sleek, mahogany-coated dog who Kit had not seen before. "Ya see that fella, Cloudkicker. Name's Mac. He's a new kid, and I want you to show him the ropes around here, all right? Golly, just look at the dog's stride. . ."

The otter seemed entranced as the dog sprinted by, "Okay, Cloudkicker. Thatta boy."

After practice Kit caught up with the dog.

"Hey, there, Mac is it? I'm Kit Cloudkicker." he extended his paw. "Good to meet ya."

The dog smiled at him and shook paws with Kit. "Yeah, same here,. I saw you run those hurdles, man. Ya looked good."

Kit nodded, "Look who's talking. You're like the best thing that ever happened to coach."

Grinning Mac looked at the floor, "Yeah, one thing I've always been good at is runnin'. I've noticed coach seemed excited. Probably the that he hugged me after practice tipped it off."

As they start walking, Kit asked, "So where do you live?"

"In downtown Suzette with my foster parents." Mac said.

"You're an orphan?" K it took off his cap and rubbed his ears.

Mac nodded. "Yep, you are too, right?"

Kit was shocked. "Yeah, but how did you know?"

"Oh. . .uh. . . the name I guess," Mac shrugged his shoulders, "I just figured that you just made it up. Lotsa my friends 've done that. Sorry if that's rude of me or whatever."

"No, no," Kit said as he rubbed his neck, "Um, well, I gotta go in the opposite direction. I would help you get back home, but I gotta be at work."

"Oh, that's okay," Mac said reassuringly, "Uh..where do you work?"

"At Higher for Hire, it's a small cargo company." he replied.

"Oooh, so you're into airplanes, that's cool." Mac said, "Well see you tomorrow, Kit. Have fun at work>"

"Thanks I will, bye Mac." Kit waved as he started to jog back to Higher for hire.

Baloo lay in his hammock, breathing heavily through his nose, one hand dangling while the other rested on his big belly. Looking out of the corner of his eye, he saw Rebecca Cunningham walking towards him, and he put his hat over his eyes and turned in the opposite direction as she approached.

Rebecca flipped her hands in the air in disgust. "At the risk of sounding redundant. Baloo, shouldn't you be doing the prep work for your flight that is supposedly going to takeoff in half an hour despite the fact two-thirds the cargo isn't loaded, your precious SeaDuck isn't properly fueled, and your navigator isn't here."

Baloo began to snore.

Crossing her arms across her chest she sighed. "All right, Baloo, if you just want to be a giant space-eater. I can very easily find some willing pilot to take your job."

"Fine, fine, Beckers." said Baloo as he waved a paw lazily at her. "I'm up. Kit had practice; he'll be here any second."

"Oh, nothing," he smiled at her and she rubbed his nose gently with her finger.

"Be sure to bring any homework you have aboard. You're teacher called me again Kit." she nagged.

"Yes, Mom, I mean Miss Cunningham. he joked as he and Baloo started to load the cargo.

"What is this stuff, Baloo, it smells horrible!" Kit grabbed his nose.

"Sardines, L'il Britches, we get to cart a whole load of smelly sardines. I tell ya I just wish the bosslady could get to experience this stink before she signs up, brother." the big bear complained.

Kit giggled, "Baloo, you know she's just trying to make some money."

"Let me tell ya L'il Britches, this ol' bear gonna share some of his wisdom with ya, there are some things in this world much, much, much more important than money." Baloo said in a mock serious voice.

"Oh, like eating and sleeping." Kit replied sarcastically.

"Don't forget napping,KIt," Baloo said, "Some people make the mistake of lumping sleeping and napping together, but, man!, is there a difference."

"Sure thing, Pappa Bear. You think there'll be time for a little cloudsurfing today." asked Kit anxiously.

Baloo smiled, "Sure, you deserve some reward after spending 4 hours in a plane full of sardines."

"Thanks Pappa Bear," said Kit as he hugged the bug bear.

Don Karnage was awoken from his peaceful slumber with the sound of harsh alarms and a the screams of a deliriously panicked Maddog.

"Cap�n someone�s firing at us!!" Maddog said urgently.

"Yes, you fool, of course. Do you not think that I cannot hear the sounds of exploding little bombs?" Don Karnage bopped Maddog on the head for his stupidity.

"Ow, soorryy, Cap�n, but we don�t see anyone on our radar and the Iron Vulture is taking beatin�." Maddog said still rubbing his head as both pirates grabbed to the railing as a giant explosion vibrated the ship.

"Stupid, stupid, stupid pirates. I must always be doing everything myself." the pirate sighed, "But this is good cause I am the Great Karnage and all you fools would just mess up anyway, yes-no?"

"Yes, I mean no. ..er" Maddog scratched his ear. "Whaaaat?"

"Never mind," Karnage shook his head, "get my plane ready."

As he stepped out of his quarters, the pirate shocked to find that it was chaos in the Iron Vulture as smoking debris lay all over the ship which was so unstable from all the damage that one could barely walk without support especially since there were pirates running all over in confused anarchy. Pushing his way through his pirates, Karnage slowly realized just how badly the situation was, and that he had to get to his plane just to escape. The Iron Vulture was going down! And he had no idea who was doing this. After making his way to the hangar he opened the hangar doors to find that the majority of his planes had been destroyed; the sight took his breath away. Whoever was firing these bombs had blown away the ceiling of the hangar and systematically destroyed almost every plane with frightening accuracy. This horrifying demonstration of strength, made Karnage�s knees wobbled. Quickly he jumped into the nearest intact plane and took off flying out of the smoking Iron Vulture. It was surprisingly dark as if the sun had never risen as he looked up over his prized mother ship he saw the outline in the clouds a giant ship of such immense stature that it was eclipsing the sun.

"Oh, my goodness," Karnage murmured, "What is that?"

His plane sped away towards the horizon, his ship and his men gone. Looking back toward his Vulture he wiped away a tear as he saw from a distance a fleet of fighters land on top of the mothership no doubt ready to claim it for themselves.

"Hey, Kit!"

Kit jumped around in surprise and saw Mac running towards him eagerly, Kit put a paw on his chest and closed his eyes. "Geez, you scared me. Mac, what's up? Haven't seen you around in awhile."

Mac nodded. "Yeah, well my fosterfather's dad died, I didn't really know him, but they thought I should go to the funeral."

"Sorry about that Mac." Kit said as there was a short pause between them.

"Hey, Kit, are you busy?" the dog asked.

"I have homework." Kit said.

"Oh, good, then you can come. And see something really cool," the dog spoke mysteriously.

"What are you talking about?"

"Just trust me. When I saw it, I thought of you." Mac grabbed Kit's paw as it appeared Kit wasn't going to have much say in the matter. They took their bikes and Mac led them outside of the Cape Suzette's to a giant gorge, and what Kit saw was perhaps the most amazing thing he had ever laid his eyes on. There right of the edge of the cliff was a giant SP-37, the flying tank as it was used to be called.

"Oh, wow!" said Kit, "This is incredible, Mac."

The dog smiled, "I thought you would enjoy it, but after we look around we have to do something important."

Kit looked at him strangely, "Like what?"

Mac grinned from ear-to-ear, "This is just such a great idea; wait till you hear it. We're going to plan our funerals."

"What?!!"

The two walked inside the plane and after exploring every knook and cranny, they settled down inside the cockpit as Mac took out a sheet of paper and a couple of pencils.

"You see, Kit, the funeral went to everyone there was dressed in black and acting soo sad and crying so much. It was so depressing. Now when I die I want to make sure my funeral is happening' man!" Mac explained.

"Aren't funerals supposed to be sad?" Kit murmured uncomfortably.

"No come on what are you talking about," Mac said, "For me anyway I think that I'm going to heaven, to that spirit in the sky, when I die. And, Kit, I think that's something to be happy about. You know what I'm sayin'. It should be like a big party."

Kit allowed himself to smile a little, "all right, Mac, but people are still gonna be sad that they won't ever see you again. . ."

Frowning his eyebrows, Mac shook his head furiously, "Naw, I ain't gonna let em be sad cause there's gonna be some band that really cooks and everyone's gonna be dancin' and everything."

He looked up at Kit who was just staring outside the cockpit window. "All right I'll put a question mark by the band, but it'll definitely be informal. In fact that'll be required. No penguin suits or nothin'. And you won't be allowed to leave if you ain't sweatin' from dancin'. Man, Kit, I'm starting to like the sound of this."

Kit laughed.

"You know what the best part is, Kit? They'll all have to do what I say cause I'm dead and they'll feel guilty if they don't listen to the wishes of a dead guy. all right, chocolate cake, punch (spiked of course), and that'll do." Mac gave out a deep sigh, "Well, I feel relieved, I really do. How 'bout you, Kit, you got any plans."

"I don't know, Mac," Kit

The dog put his paw on Kit's shoulder. "Don't worry, Kit, just think of it as looking ahead, planning for the future all smart-like."

"Well, since you put it that way. . ." Kit shrugged, "Naw this is dumb. I don't wanna think bout this now, and I don't wanna think 'bout this ever."

Mac grimaced and pointed his finger through the window towards the sky his bubbly expression gone and his eyes intensely focused on Kit. "I know, Kit, I can see it in your eyes that your future lies out there. That's all you want isn't it? To be a pilot out in those skies or to be cloudsurfing."

"Yes." Kit whispered feeling a little scared at the way Mac was acting.

Mac took a deep breath and exhaled. "Creatures die up there just as they do down here, Kit. That's the way it is, Kit. You can't escape anything in those clouds."

Staring at Mac curiously,Kit asked, "Who are you?"

"I was sent to help you, Kit," the dog gently cradled Kit's chin with his finger a kind expression on his face.

"What?" Kit pushed away the dog's paw, "Sent by who? Geez, I don't need any help, Mac, and I know how to take care of myself."

A strong gust of wind suddenly blew through the cabin, and Mac lifted his head as it passed. "That is where you're wrong, Kit," he said softly, "What we do is we find those who need our help and we go to them."

"Oh, yeah, well you guys messed up this time cause I'm doing all right now. Where you guys were two years ago is what I'd like to know?" Kit asked loudly, "Where were you then when I really did need help."

Mac began to cry, "I'm sorry Kit, for all the bad things that happened to you, but you are stronger than most. . ."

Kit shook his head, "That's it. I'm going home."

"Wait!" with reflexes as quick as any Kit had seen, Mac jumped in front of him and put his paws on Kit's forehead. So surprised by this was Kit that he couldn't react to it.

"Just listen for a moment. I have seen all the things that you seek to escape and know of the pain it must have caused you. There is pain inside of you, pain of which you many not be aware of but it is there at the root of your darkest nightmares and your darkest fears. It haunts you and creeps around inside of you amongst the shadows of your memories with such stealth that you'll hardly notice it until it's too late. You cannot allow yourself to harbor this pain and to let if fester and grow, Kit. You must find it and release it into the world for altogether we can withstand it but for just one boy it is too much to bear." Mac knelt on one knee and looked straight into Kit's eyes, "The past and future will be one in the same for you, Kit, if you don't save yourself. Your past cannot be hidden and cannot be forgotten, the longer you ignore it, the stronger it will become as the harder it will be to overcome it."

As he let go of Kit's forehead, Kit let out deep a sigh and felt as though he couldn't breath. Panting, he said, "Are you an angel?"

Mac smiled, "No, Cloudkicker, I'm merely a friend. I won't be in school any longer, but I will see you again. Good luck, Kit."

With that the dog disappeared into the horizon leaving Kit holding his chest and wondering what he had to do.

As the sun began to set, Ulysses Badrang stood on the railing of his Predator mothership, watching his air pirate captives being taken to his ship. Slowly, Ursula, his clairvoyant servant crept behind. "Sir," she said in her low gurgling voice, "These are not the ones."

He turned around quickly staring at her with his one good eye and his raspy voice could barely stifle its angry. "What do you mean that none of these are the ones. You told me very specifically there was only one creature who could possibly stand in my way, and you tell me it is most likely one of these pathetic air pirates, so because figuring when you say you have psychic visions they may actually be true, I go several days out of my way to get these pirates, and now you tell me you made a mistake?

Lowering her head and bowing in a forgiveness posture she answered, "Forgive me, Sir, but unstable the future is and constantly in . . .eh. . lingo."

Angrily he grabbed her by the neck forcefully, "Don�t you dare give me this speech you babbling witch. You should be doing Halloween parties for kiddies. If you can't give me the accurate prediction I so desire then. . .well. . ."

Wincing in pain, Ursula squirmed, "What you seek in dreams only exists, but the future is. . .eh. . . fortunately very clear to me at the moment."

Hr loosened his group. "Continue. . ."

Happy to be back on the ground, Ursula gave a wry smile, "Destined to win are you, but there is a boy."

"A boy?" he questioned.

As she placed her paw on her temple, Ulysses grunted with dissatisfaction. "Is that really necessary?"

"Shhh!" she waved her paw, "His name I do not know, but he has friend, a big gray friend who will help him. Oh my goodness!" she placed her paw over her mouth.

"What?!" he said, exasperated.

"This boy," she aid her voice trembling, "He soars through the sky as though he has wings." As she grabbed her master by the arms with widened eyes she began to speak with greater urgency, "This boy is unlike any I've seen. Special gifts he has; an embodiment of the Spirit in the Sky perhaps."

Shocked Ulysses murmured to himself, "A reincarnation of one of our Gods. You mustn�t tell your followers or they'll fear him. Are we destined to lose, Ursula?"

"The future does not say," she shook her head, "�Tis still undecided."

Grimacing, Ulysses tightened his fist, "This child is the one we must kill then."

Ursula waved her finger at him, "It may difficult, this boy is from your past, Ulysses."

As he spun around there was only one name that Badrang could think of that now all of his thoughts were focused upon, "Kit Cloudkicker," he growled. "How long till we get to Cape Suzette?"

"Three-four days, Sir," Ursula replied.

"Then in two days," he decided with a fire in his eye, "We will send a group of my men to find Kit Cloudkicker and kill him. Then we will be sure to triumph as our gods wanted us to."

Clouds of all different shapes and sizes whizzed by as Baloo and Kit began their flight to Janzania; Kit sat with his elbows on the open window pane, his chin resting on his arms. Baloo sat intently steering through the friendly skies, but at the same time he was somewhat irked by Kit's bizarre silence.

"Somethin' troublin' ya L'il Britches; you've barely moved or said a word this entire trip," Baloo asked, "Don't you hold out on me on this one."

Kit looked at him, "I was just thinking about what someone said to me." he paused for a moment his gaze drifting to the floor, "Baloo haven't you ever what I was doing before I met you?"

The SeaDuck acted as though it hit a bit of turbulence as it jerked slightly as Baloo swallowed nervously, "Well you were with the seapirates..."

"There's more to it than that obviously, Baloo," Kit said.

Putting his paw on Kit's shoulder Baloo sighed, "I was thinking tell me it when you're ready L'il Britches."

"Well, I'm ready now," Kit placed his paw over Baloo's looked him boldly in the eye, "I need you to help me Baloo."

"Hold on a sec, L'il Britches," he said quickly, as he proceeded to land the SeaDuck after which he took the cub by the paw and squeezed gently. "Now go ahead, Kit," he said soothingly.

As a tear formed in the corner of his eye, Kit related to Baloo his story of how no one knows what happened to his parents and how his first memory was of a tiny orphanage and of a punishment for a deed he could not remember. Lifting his green sweater, he showed Baloo the consequences of his forgotten act. As Baloo began to cry, Kit told him how thoughts of the sky and flying were what kept him going and what motivated him to finally make his escape. He said how after that day he had lived on the streets and in the sewers begging and stealing to stay alive. They were those who helped him, and there were those who abused him during this time and he thought he was making a better life for himself and getting closer to the skies he so desperately wanted when he finally joined the air pirates. However, they too had used him for their petty crimes, and it was Kit�s desire to escape from their control that led him to finally meet Baloo. As the young bear cub finished his story, he began to weep and Baloo took in his arms and hugged him intensely as the tears flowed from him too.

"Baloo?" Kit sobbed, "I know what the world is like and I know I can�t change it, but why. . . oh, why, Baloo, didn�t my parents want me?" Baloo hugged him tighter, "Why didn�t they want me?"

"I don�t know, L�il Britches. They made mistake, Kit, a real big mistake."

Part II

Leaning back in her chair, her reading glasses tipped on the very edge of her nose, Rebecca Cunningham leafed through some papers and carefully perused the records and receipts of transactions from that day. She clicked her tongue against her mouth, as she put the papers down and rubbed her head. The engines of the SeaDuck were audible from the outside, and hearing them Rebecca took a paper and crushed it in her hand as she could only think of one thing, "Baloo!" she growled.

Quickly she leapt to her chair and walked briskly out onto the docks approaching. Kit darted across her path.

"Hey, Kit, how was the run?" she asked as Kit passed her so fast she almost spun around.

"Fine. Gotta go." he replied frankly.

That was odd, she thought, as she quickly refocused to the task at hand, that Baloo.

"Baloo! What is this?" she asked accusingly, pointing at a receipt.

The big gray bear was putting away some tow rope and he barely seemed to hear her, "What's what?"

"This receipt you billed to Higher for Hire: two krakatoa specials, a pepperonis pizza, a flamin' Louie, shall I continue?"

she waved it in his face, "Over a hundred dollars!!"

"Yeah, yeah, sorry," he apologized looking around, "Forget about that now, Beckers. I. . ."

Stamping her foot, Rebecca's face began to turn a bright crimson, "Forget about a hundred bucks!"

Baloo put his giant paws on her shoulder and looked her straight in the eye, "Listen I need to talk to you about somethin'. This is serious, and not just serious for me. Real serious."

"Ohmagosh, what is it Baloo," she asked with concern in her voice.

Baloo did not move a whisker, staring straight at her, "The kid opened up to me today, Rebecca. He told me everything."

Rebecca put her hand to her mouth, "Oh, my goodness! Is it bad, Baloo? I don't think I want to know if it's. . ."

Baloo nodded. "It's bad, Becky, and I just don't know if I can handle this one. I have no idea, Beckers. These things he told me about, I don't even understand. . ." he sighed, "it's crazy Beckers."

"Where is he now?"

Baloo looked toward the Higher for Hire building, "Said he had to go meet with the Jungle Aces today, but this is what bugs me. I wonderin' if its the best thing that he's here, ya know?"

Becky watched him carefully with a quizzical look on her face, "If you think it would be better he stayed with me. . ."

Shaking his head vigorously, Baloo grabbed Rebecca by the wrist, "I'm sayin' this kid may need the kind of help that I can't give 'im and that you can't give 'im either. I'm sayin' maybe I need to turn 'im in to Child Welfare."

"Give him up for adoption?" she gasped, "but you. . .you can't. .."

Baloo growled, "You think this what I wanna do here. No, but you shoulda seen his face after he finished tellin' me. He wanted me so bad to say the right thing to make him feel better. It was my job after he opened up to take all that hurt away so he could the past behind him, but I just looked backed at 'im. I had no idea, Beckers, what I had to say. I just didn't. . .

Baloo turned his head away, and Rebecca put her paws on his cheeks and pulled him towards her, "Baloo, we're family here. I know we're not a normal family, but we gotta stick with Kit, Baloo. We're the only parents he's ever known, and will it ever benefit him if we do this? It's like saying we don't want him anymore."

"Family!" Baloo said, "What kind of family is this? What I am? His Dad? Me, a stupid, lazy, fat cargo pilot who doesn't know the first thing about being responsible much less being a Dad. And what are you his mother? Man, have you got it backwards, lady. You're supposed to be seein' when you come home not when you go to work. And where does he live? In a house or an apartment? No in a crumbling ol' wooden warehouse. This ain't a family, Becky. This ain't nothing. Once we stop acting like it is the better it's going to be for Kit."

"Baloo, what are you saying?" she murmured, " Don't you see how much richer our lives are having him? Don't you see what would happen to Kit if we had him taken away from us."

Baloo wiped a tear off his cheek and sniffed, "At least maybe someone could understand 'im, cause I just can't."

And with that the big bear swept passed Rebecca into the Higher for Hire building leaving his friend behind as she watched him go, she whispered to herself, "We've got to try, Baloo. We've got to."

Kit ran as fast as he could from the dock. He didn't know where he was going but he knew he just had to getaway. As he ran past an abandoned alley, he heard a voice.

"Psst, hey Kit."

The bear cub stopped and looked around and saw Mac behind the shadows. Kit was glad to see him and this apparent as he shook the dog's paw furiously. "Mac, boy am I glad to see you. I told him everything, Mac, you know about me, and he just had this blank look in his face. And he was speechless and. .."

"It's okay Kit, we'll talk about this later, but. . ."

"No, no, no, you don't understand, Mac, I mean I don't understand what you are or what's going on here but I think he's gonna get rid of me!" Kit stammered.

Mac kept looking at the sky as Kit was talking which confused the cub.

"Sorry, Kit, but maybe you shouldn't have told him, " he said hurriedly, "Listen, I�m not supposed to be here, but I had to warn you, Kit."

Kit looked at him strangely, "Warn me about what?"

Mac pointed to the sky behind, and when Kit turned around and followed the dog's gaze he saw three distant figures coming towards them traveling through the air on some strange vehicles he had never seen before. They looked like planes but much smaller and much quicker and with unbelievable maneuvering ability.

"What are those. . ." Kit's voice trailed as he turned around to find Mac had disappeared.

"Terrific." Kit said

Suddenly he heard a large boom that made him jump and cover his face. When he looked up he saw that the dumpster which he had been standing next had just been blown up. The three pilots were within a few hundred yards, and Kit got up and quickly ran into the street. The three aircraft followed over him firing with machine guns, as Kit ran through the streets causing cars to skid to avoid him. They starting colliding as one hit a fire hydrant right in front of him, he ran up it and leaped off. He made a quick turn into an abandoned building and ran up two flights of stairs before stopping to catch his breath.

"Shoot, shoot, what I do, what I do!" he panted.

Listening carefully he heard the purring of an engine, and nimbly he jumped into the corner as the aircraft showered clouds of bullets through a window. Kit began to think quickly to himself as the planes hovered outside the window. Next to the wall he found a severed 4 by 4. Picking up the piece of lumber he crept against the wall until he was right next to the window. As he saw one of the pilots start to circle around one more time, he took a deep breath.

"Here goes nothing." he muttered, as he quickly leapt off the window sill and onto the miniature plane before it had time to fire. Kit whacked the pilot across the head with the stick and as the plane began to descend he fired the guns at one of the others, apparently hitting squarely in the fuel tank as it burst into flames.

"Geez." Kit gasped as he jumped off the plane as it tumbled to the ground. He hit the ground with a pretty good impact and stunned by the fall, the young bear lay there, breathing heavily. When he noticed a shadow pass over him, he quickly got to his feet and galloped off into the street.

The plane followed him from a distance for several blocks apparently not wanting to alert any police. Kit darted inside the Khan Enterprises Building, and ran straight to the elevator.

"Young man, you can't go in there!" a secretary called after him.

After the elevator shut, Kit got off the 25th floor hoping he had finally lost it.

Peering out the window, he asked himself, "What in blue blazes were those things?"

He had never seen an airplane so small or so quick before in all his experience Suddenly, he heard the purring of the engine, and he spun around just in time to see the plane crash through the window in a storm of shattered glass. Kit covered his face and as he looked up he saw the pilot jump out of the plane and take out what looked like a grenade.

"Gotta go..." Kit said as he started for the stairs. Once he reached them he looked behind and caught a glimpse of the pilot reaching his hand back as if to throw. Thinking quickly, when Kit reached the top of the stairs he jumped and behind him he heard a large boom and he was propelled even higher and further as the force of the explosion sent him flying. Kit landed with a sickening thud on t he ground, and he rolled slightly groaning from the pain. After a few moments, Kit gingerly got to his feet and limped over to the staircase,a nd slowly peered to the top. No one in sight.

"Gotcha!"

"Ahhh." Kit screamed as the pilot grabbed and lifted him up from behind taking out a switchblade, "Now, cubby, you're a sly one like the boss said, but I've gotta job to do."

Kit closed his eyes, awaiting the blow. He flinched when he heard the sound of a punch and he fell to the floor. Opening his lids he looked up.

"Shere Khan?" he said surprisedly.

"Mmm. . .well, Mr. CLoudkicker, is it? Nice to see you again, I'm sure." Khan answered brushing off his suit.

"You saved me from. . .from. . ." Kit stammered still in shock.

Shere Khan looked at him expressionlessly. "Come, Mr. Cloudkicker, I'm going to need to talk to you and those friends of yours, Mr. Baloo and that Miss. Cunningham."

"Okay." Kit replied as Khan took him by the paw. "What about him?"

Khan looked at the pilot for a moment. "I think it is prudent to leave him here. Not hearing from him, his compatriots are sure to arrive to look for him, and we don't want to be around. Onward, Mr. Cloudkicker."

With Becky, Baloo, and Kit assembled in his office, Kahn sat down behind his desk and folded his hands as he looked at them gravely as Kit described what had happened.

"This is a very precarious situation, Mr. Baloo and Miss Cunningham." the tiger said.

"That's Mizzz, Mr. Kahn." Rebecca added.

"Very well. If I may continue, Mizzz Cunningham, the boy was attacked by three highly advanced prototypes upon which my designers had been working on. The conceptions are spectacular and the results apparently just as so. " Khan explained.

Baloo waved his finger at him, "Now hold 'er right there, Khanny. Are you saying that those boys that nearly killed Kit were your's!"

Obviously annoyed, the tiger sighed, "No, Mr. Baloo. They were not. We are not sure who they were, but we have an inkling."

"Well, ink away!" Baloo said impatiently.

"Many years ago before my enterprises were established, I initially began in the airplane business. You see I began as a student of aeronautical engineering, as it was and still is my hypothesis that the mode of transportation of the future will be by airplane. Back then I had a partner named Ulysses Hunter with whom I helped create all these amazing designs most of which are so complex I am just gaining the technological capabilities to build them. .."

Kit fidgeted nervously, "So this Ulysses guy is pretty rich,huh?"

Mr. Khan bobbed his head and raised his eyebrows, "Why, no, not be any means, Mr. Cloudkicker. This where I assumed you came into play."

"What?" Baloo said with a disoriented look on his face.

"Unfortunately, Ulysses and I differed in many ways. He was the innovator, the creative free thinker, while I the practical businessman. His life was in the skies, so we split our separate ways. After an unexpected accident, Mr. Hunter's flying days were over and last I heard, he was homeless in Capitol City which is where I assumed he made an acqueatance in the form of Mr. Cloudkicker and for some reason this previous relationship caused him to focus an attack on the young cub, here." Mr. Khan finished his story.

Baloo turned his head quickly to Kit, "You never told me about this guy, L'il Britches."

Kit continued to look at the floor, "It was along time ago, Papa Bear."

Shere Khan interrupted, "Perhaps you two can discuss this later, but what I need from the boy is to know how Mr. Hunter got these planes."

"I have no idea," Kit shrugged, "When I left him he was nothin' but a starvin' beggar."

"And why would he want to kill you, Kit?" Rebecca put her paw on his shoulder.

He looked up to her grimly, "Unfinished business, I guess."

"Well, this has been a very unsuccessful meeting," Shere Khan licked his lips, "Mr. Baloo, my pilots are searching for where these attackers came from, and when we do find them we may need your assistance."

"If anyone's trying to hurt L'il Britches, here, you can bet I'll help ya get 'em." Baloo replied, a fire in his eye.

Shere Khan nodded. "Excellent. You are dismissed. I will contact you if it comes to it, Baloo."

The ride home was almost completely silent as Kit at times would look in Baloo's direction. The big gray bear was staring out the window, breathing heavily. Once they were dropped of, Baloo finally spoke as Rebecca held Kit against her.

"I thought you told me everything earlier, Kit? You never mentioned this Ulysses fella, did ya?" Baloo asked suspiciously.

Exasperated Kit flung his hands in the air, "I swear Baloo, I told you everything that was important. If I talked about every little thing it would take forever! It's not a big deal."

Baloo nearly blew his lid, "Not a big deal?" he yelled, "You call those three things shootin' and thrown' bombs at you not a big deal?"

"He's right Kit," Rebecca said, "This is something we need to know about so we can protect you."

Kit smiled weakly, "I know it's just I'm afraid. . ."

Baloo rubbed his eyes, " 'Fraid a what, kid. We're here askin' ya ain't we?"

Rebecca knelt down in front of him and took off his hat, tussling his fur on the top of his head gently. "You don't have to worry, Kit. All we know is that you're here now and that we love you. So you can tell us, and it won't change a thing. I promise."

Kit looked at her intensely, trying to decide if it was a promise she could truly keep. "I met him in capitol city when I was about nine. Ulysses was a hobo, a bum when I met him, but he always talked about flyin' and the new airplanes he was gonna make so I guess that was why I started hanging around. To get our food, we were partners in this scam. Ya see I would pretend like I was really sick or hurt or somethin', and then I knock on some person's door asking for help. If they let me stay the night, I'd open the door for Ulysses and we'd steal some stuff. At first I thought it was neat and exciting. I'd make-belief that he was Robin Hood and I was Little John and we were stealin' from the rich to feed the hungry just like the story. But it got harder to belief that, especially after this one family took me in. The mom's name was Lauren, and she asked me if I had a Mom. I told her no, and she said that was very sad. I think she mighta felt sorry for me cause it seemed like the whole night she was huggin' me and givin' me kisses on the forehead. She even let me take a bath, and talked to me about how I like airplanes and flying. So when it was time for me to go let in Ulysses, I didn't go. I knew I didn't wanta help him anymore, but I knew I couldn't stay there either. I left a note that explained about Ulysses and his plans and to call the police. Then I jumped out the window, and went to a new part of the city."

"It's a good thing you did, Kit," Rebecca replied.

"Yea," Baloo added.

Kit was surprised to hear her say that, "Really? I thought you'd be mad at me for stealin'."

Rebecca sighed, "I don't approve, of course, but you were influenced by some bad people that's all. Speaking of the police, we�d better explain what happened to you this afternoon."

To be Continued......