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 3

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Ulysses stared at his reflection, he was a large, husky gray wolf wearing a forest green silk cloak with leopard skin lining that shined and shivered with his movement. Underneath he wore a tan canvas tunic, blue pants, and leather brown boots. His paw traced a scar that extended from just above his left golden eye to the center of his opposite cheek. He softly growled hatefully.

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A tall rat entered into his chamber, "Master, all the followers have assembled to hear you speak."

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"I�ll be right there." he responded as the rat left his head down in submission. Taking one last look to straighten his belt, the wolf walked down a long corridor out onto a platform looking out over a giant arena inside his mother ship. There several hundred feet below him were tens of thousands of soldiers, mercenaries, vagabonds, thieves, pirates, and all sorts of characters who had joined him and his promise. Ursula the seer stood next to him, and the fat little lemur tugged as his sleeve.

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"Sir, the three pilots have failed," she reporting already wincing in expectation of his angry response.

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"I figured as much," he sighed, not looking at her.

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"You�re not angry then?" Ursula asked pitifully.

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"No, Cloudkicker is a resourceful one, besides I have a plan for him." he smiled to himself.

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Her eyes bright from escaping his wrath she beamed, "If it will work I can tell you."

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Shaking his head, he pushed her away, "No, I�ve had enough of you. Let fate decide for itself this time. Now leave me alone, and go find some bat lips or whatever it is you do to amuse yourself. I must speak to my people. SILENCE!!!!"

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A hush came over the crowd except for a few murmurs wondering what was going on that Ulysses would have gathered them together like this.

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Crouching over the railing, his gaze slowly panning from side to side, Ulysses spoke firmly. "My followers, my people, my friends. My navigator has informed me that we are but a few hours away from Cape Suzette."

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All the men began cheering.

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Badrang smiled wryly, "Yees, this is what we have been waiting for. Ever since that day in which my destiny took control, and as my plane was racing toward the ground. I saw that vision of the Spirit in the Sky who called me his knight and gave me my mission: to conquer Cape Suzette so that people like us may finally have a place to call our own. I know what it�s like to wonder the world without a place to stay, to live in the cold and dampness petrified by the darkness that surrounds you. I have grown tired of the darkness and it is time that we break free and capture our bright destiny, our guiding light, our home. Cape Suzette!"

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Raising his fist in the air brought on a frenzy of excitement as all his followers jumped up and down and cheered gleefully.

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Turning to Ursula, he winked, "Not a bad motivational speaker, eh?"

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"Now everyone," he said his hands in the air, " you must all start preparing for the invasion. Clean and load your guns, fuel your airplanes, or check into your battles station on the mother ship. In a few hours I�ll send my crew who will be in charge of disabling the cliff guns. Get going now!"

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Leaving his followers scrambling to prepare themselves, the wolf briskly walked back down the corridor towards his quarters. Ursula trailed behind yelling to him.

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"Wait sir, who�s going to be on the cliff guns crew?" she asked.

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He turned around exasperated, and his eyes looking as though they would explode. Quickly he grasped Ursula�s muzzle so that she would be silent.

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"You�re the soothsayer, nincompoop! You�re supposed to tell me these things not the other way around!" he said angrily.

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"But the future. . .always changing," she gasped.

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"I know, I know, rodent. If it�s always changing what�s the point in having you anyway?" he asked.

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She looked at him guiltily, and smiled widely. Disgusted, he threw her away. "Fine," he said, "That�s it; if you can�t tell the future then I�ll make use of you some way. You�ll be leading the cliff crew; you can take any three pilots you like."

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Panicking, she ran after him, "But you said Predator would be too high for the guns to reach, did you not?"

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"No," he shook his head, "the calculations were wrong. We need to disable the guns."

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"But master?" she pleaded.

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"That�s final., rodent. Take the hover-scooters and you�ll be fine. Excuse me now."

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The little fat lemur went running to find her crew as Ulysses briskly walked back to his chamber. Again he stood in front of the mirror watching his reflection. Gently he brushed off the skin surrounding his scar, and gently placed a curved, broad pirate sword in its sheath attached to the side of his belt. In a drawer next to his bed, he slowly took out a tiny revolver that fit in the palm of his hand. He slid it against his sock on the side of his boot and smiled. Now finally after so much time he was ready.

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Staring out beyond the coast, Shere Kahn stood behind his desk in his office hands clasped firmly behind his back, swaying slightly. The usually laconic, stolid tiger let an expression of sadness cross his face. All he had worked for his entire life was in this city, and now it was endangered by a mistake he had made. Kahn composed himself as he heard his assistant Owen come in

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"Sir, your pilots have located Mr. Badrang�s ship a few hours to the Northeast..." he reported.

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Khan didn�t move a muscle, "Good. Bring them here; I wish to speak with them."

"The pilots?" Owen squeaked, tugging at his collar, "The pilots, sir, well, they�re dead. They transmitted the location over the radio."

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Khan rubbed his forehead and his other hand clenched tightly into a fist. "Very well, Owen. See that my family is safely out of Cape Suzette within the hour. Then notify the public and tell the military that my pilots will collaborate on an attack on Mr. Badrang�s ship."

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Owen nodded, "And a ship for you sir?"

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Khan lowered his eyes. "This is my city, Owen. If Ulysses wants it, he�ll have to come to me first. I am staying."

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"Very good, sir," Owen began to leave.

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"Oh, and, Owen," Khan turned around slowly, "Good luck to you."

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Owen swallowed and nodded, "Thank you sir. I�ll get to work right away."

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When his assistant had left, Khan collapsed into his chair, placing his head in his giant paws and began to weep.

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"Molly, honey, hurry up! We�ve really got to go soon." Rebecca called up to Higher for Hire�s second floor.

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"I can�t find Lucy�s sweater!" Molly screamed back.

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Throwing her hands up in the air, she looked blankly at Baloo. "I don�t even know why I let her stop by here in the first place."

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Baloo shrugged, while Molly came bounding down the stairs. "Found it!" she proclaimed as she jumped into Baloo�s waiting arms.

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"Hey ya there, cupcake. Now you listen to ol� Beckers while you�re away." Baloo pecked her nose with a kiss and she laughed.

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"Okay, Baloo," she tapped her index finger against his chest, "and you take care of Kit."

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"Wait Miss Cunningham!" Kit yelled as he came running into the room holding his transistor radio.

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�What is it?" Baloo and Rebecca said simultaneously.

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"The guy on the radio said that Khan just made the whole invasion public and now there�s a mass panic." Kit explained, "The streets are a mess; there�s no way you�re going get out of the city in time."

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Baloo rubbed Becky�s shoulder, "Solid. Then I can take you guys outa here once Wildcat finishes fixing the Duck."

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"How long�s that gonna be, Baloo," she asked worriedly, "I don�t risk anything when it comes to Molly."

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"Don�t worry, Beckers," Baloo said, "Wildcat said he�d be done in an hour or two."

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"I�m just so scared if something goes wrong with that lunatic out there." Rebecca massaged her hair nervously

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Baloo took her hand and rubbed the top of it with his thumb, "Now don�t you worry, Miss Cunningham, Ol� Baloo�s here and as long as that�s so, nothing�s gonna happen to you or Molly neither."

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He looked tenderly in her eyes as she looked back, and their faces slowly moved closer and closer until their noses touched. Rebecca smiled and pinched his.

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"Oww!� he said grabbing his schnoz.

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"It�s either, flyboy." she giggled.

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Molly and Kit fell on the floor convulsing with laughter. Baloo rubbed his nose and turned away defensively from Rebecca�s soothing touch.

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"Watch it there, lady," he said and then his gaze turned to Kit and Molly, "Yeah, laugh it up you two fuzzballs."

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The group of friends made themselves comfortable as they waited for Wildcat to finish the Seaduck. Kit went to his room, while Rebecca, Baloo, and Molly stayed downstairs. Baloo sat in the corner of the sofa with fidgety Molly on one knee and Rebecca laying down with her head on his stomach looking up at him. The big gray bear put his arm under her neck and she grabbed his hand.

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"I hope Wildcat finishes in time," she mumbled.

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"Don�t worry," he whispered, "He will."

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"And, mommy, if the bad men come I�ll protect you," she informed, standing on Baloo�s shoulder and raising her fists in the air.

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"Ha! Thanks sweetie," she giggled, then turning to Baloo, "Baloo I want to thank you."

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"What for Beckers?" Baloo asked.

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"It�s been so long since Molly and I have had someone to look after us. . ." she sighed.

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"Since Daddy," Molly nodded her head as she slid down onto Baloo�s lap.

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Clutching her chest, Rebecca tried to restrain her tears, "It�s just good of you to protect us, Baloo, like you do. It�s decent."

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Baloo beamed, "The way I see it, Becky, is that you needed protectin� and maybe I needed someone to protect so life just made it work out like it did."

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Tapping him lightly on the forearm, she smiled to herself, "Thank goodness it did, Baloo. Thank goodness."

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Hearing a noise from the plane, Molly jumped off the sofa and ran outside.

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Watching her leave, Rebecca looked up at Baloo, "What are you going to do about Kit?"

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Baloo shook his head, "I was wrong Beckers. I can�t give him up like that. This is gonna be a learning process for both of us."

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"Baloo," she whispered, "Just remember I�ll always be here too."

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Upstairs Kit was sitting on his bed staring at a photograph, trying to think of all that happened. Suddenly he heard a voice from the window.

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"Howdy, Kit," a cheerful Mac said as he jumped inside.

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"What are you doing here?" an annoyed Kit asked, "And what the heck were those three guys on those hover thingy�s?"

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Mac held up his paws, "All I�m allowed to tell is that they�re bad. I saved your life didn�t I?"

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Kit snickered, "Yeah, I really was helped by that disappearing act of yours."

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"Hey, I told you I wasn�t even supposed to be there in the first place," he reminded Kit, "What�s that anyway?"

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"This?" Kit asked holding up the photo, "I cut this picture of this model out of magazine. I think she might look like my Mom, or at least how I imagine my Mom."

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Mac nodded and sat next to Kit on the bed. "You�re mother was a good lady."

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Kit looked at him quizzically, "How would you know? Dah, I don�t know why I even talking to you, you crazy mutt."

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"Look, I�m sorry I can�t be less vague with you Kit, but I need to make sure that you�re prepared for what lies ahead." explained Mac..

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"What are you talking about?" Kit exclaimed.

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"Kit, tell me, is the past the past now. Have you put it behind you?" he asked urgency in his voice.

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"I guess," Kit shrugged, "Baloo seems better about everything now."

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Mac put his paws on Kit�s cheeks, "Listen to me, Kit, all I can tell you is that you have to make sure you don�t lose sight of what�s important here."

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"Okay, I won�t." Kit said rolling his eyes.

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Mac sighed, "Just remember the people that really care for you, Kit."

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With that Mac jumped out the window and disappeared. Good ridden, thought Kit.

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"Kit get down here!" Baloo yelled from downstairs.

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"What is it?" Kit cried back.

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"They�re here!" Baloo said and right after Kit heard a crash and a scream.

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"Oh, no." he whispered.

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�

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The Khan office building was in chaos; people running in all directions bumping into each other, papers were flying, and phones were ringing off the hook. In the midst of all this entropy, Owen, Khan�s assistant, was running to get into his office.

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"Ahh!" he screamed as he ran into someone. He helped her pick up her papers.

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"Sally, please! Listen to me, you must get out of here." Owen pleaded.

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"Yes, Mr. Jackson."

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Getting off the floor he charged into Khan�s office to find the giant Tiger sitting at his desk calmly, with his hands folded as if he were waiting for him.

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"Sir, they�ve destroyed all our planes, and they�ve taken the cliff guns. . ." Owen stammered.

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Khan rose to his feet, "Then it�s over."

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"But, what. . ." Owen shook his head in disbelief.

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"There�s nothing more we can do, Owen," Khan smiled grimly, "Please attempt to transmit a radio message to Mr. Badrang, and. . ."

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"N...n...n...no!" Owen said loudly, grabbing his shoulder, "This is my home, Mr. Khan, and no way am I letting these barbarians take it!"

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Khan slowly removed Owen�s hand from his coat and raised his eyebrows, "Owen, you surprise me greatly. This passion I see now is so untypical of you."

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Breathing heavily, Owen let a tear drop down, "I have family here, Mr. Khan, and unlike you I couldn�t get them out."

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"Yes," Khan nodded and paused and rubbed his chin looking out his window. The giant mother ship had blocked the sun and cast a frightening cloud over half the city.

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Owen lifted his head, "Mr. Kahn, I�m not one to believe in destiny, but I know, sir, that this man cannot succeed. It just can�t be right. You�re the city�s last hope, you�ve got to do the something."

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Khan glared at him thoughtfully, "You�re right," he murmured, "This is not over."

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Owen clapped his hands. "What are we going to do?"

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"Get the keys to the car, Owen," Khan replied, "However, you were wrong when you said I was the last hope, Owen,"

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"Well, then where. . .?" Owen wondered.

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"To Higher for Hire and quickly Owen."

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The two tigers rushed out a back door to a car that was waiting for them in an alley behind the building. The sky was dark and filled with dark smoke and bright orange fireballs as the few planes that remained valiantly continued to fend off the invaders. As he opened the door, Owen stopped in shock as he watched a fighter crashed into a store not 300 yards from them. Khan grabbed his shoulder and pulled him inside, as the car sped off for the bay avoiding all the debris in the deserted streets.

�

�

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Ulysses grabbed his navigator by the top of his head angrily.

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"What are you doing, moron?" he asked, "Move the ship farther out into the middle of the city. Then they�ll be more weary of blowing us out of here if they ever get the chance. . . which they shouldn�t."

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"Yes sir." the rat said.

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A big salamander who was stationed at the radar jumped up.

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"Sir, we�ve got twenty more planes coming from the Southeast." he reported.

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Slapping his head, Badrang was agitated, "Where do they get all these blasted planes?"

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"There�s an island not too far away that�s a refueling station," the salamander offered.

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Ulysses slammed the table in the middle of the control room, "Very well, then. Send out some more aircraft, and dispose of them quickly. Once all the planes are gone we shall start evacuating and transporting the citizens."

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Suddenly a radio message was beginning to transmit, "Masta there are more planes approaching the cliff guns. Permission to fire?"

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"Yes, of course, you have permission to fire!" Ulysses said fiercely grabbing the radio.

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"But, sir, none of knows how to use the guns?"

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Grimacing in disgust, Ulysses waved his hand the air, "Just do something or other to keep the planes out, Ursula. Oh, Ursula, what about the boy? Is he coming?"

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"The boy?" she asked.

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"No wait don�t tell me." he anguished turning away from the radio, "I want it to be a surprise."

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"Kit!"

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"I�m coming!" Kit yelled as he slid down the banister to find about ten of Badrang�s henchmen tearing apart Higher for Hire.

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Three were on the ground wrestling with Baloo, and another 4 were carrying Rebecca and Molly outside. He heard others in the kitchen. Quickly he jumped and threw his airboard like a boomerang at the two bears who were carrying the struggling Rebecca. He knocked two of them on the head, and Becky dropped to the floor.

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"Ow!" she cried. But she quickly got up and leapt on a bear that was holding Molly and starting pounding his head. Laughing he pushed her to the ground, and took from his boot a giant knife.

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"End of the line, lady," he grinned as the knife gleamed brightly.

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"Miss Cunningham!" Kit yelled as he struggled to get away from one of the henchmen who was holding down Baloo.

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Rebecca held up her paws defensively and closed her eyes. The soldier holding the knife in one hand and a crying Molly in the other, lifted the blade high in the air when he felt a tap on the shoulder

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"Huh?" he said. And as he turned his head the only thing he saw was the wrench that was thrown in his face. It hit him squarely in the nose with a sickening thud.

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"Wildcat!" Rebecca cried gleefully as Molly fell into the kindly mechanics waiting arms.

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"Man, who knew wrenches were so dangerous?" he wondered scratching his head.

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Rebecca gave him a quick hug, "Is the SeaDuck ready?"

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"I need a few minutes, Ree-becca," he replied.

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She nodded, "Okay, take Molly inside the plane with you and hurry. I�ll go help Baloo and Kit."

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Grabbing her purse she ran inside Higher for Hire and threw herself on a henchman who had pinned Kit against the floor as he tried to strangle the cub.

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"Leave him alone, you. ...you ruffian!" Rebecca said as she pounded his head with his purse.

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As he lifted his hands to protect his head, Kit saw his chance and kicked him as hard as he could in the stomach. Falling to the ground, Kit jumped quickly to his feet and bashed with his air foil, rendering him unconscious.

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He looked to Rebecca breathing heavily, "Ruffian?"

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She shrugged.

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"Help!" Baloo cried. When Kit and Rebecca turned around they saw four other bears attacking the big Baloo.

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Rebecca ran into the kitchen and brought back the toaster and a rolling pin. She gave the toaster to Kit who promptly threw it right into the head of one of the henchmen. Rebecca konked another one fiercely with the rolling pin. With one of his paws now free, Baloo grabbed one by the head and knocked right into the wall. Still there was one left and he was stubborn. Rebecca learning from Wildcat tapped him on the shoulder, and as he turned she massacred him across the face with her purse. He fell limply to the ground.

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Baloo laughed, "What have you got in that thing, Beckers?"

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"Enough fooling around. Come one Wildcat�s almost got the plane ready!" she replied.

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Yet as they just about out the door, all three were stopped dead in their tracks as a giant otter walked in carrying a heavy machine gun.

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"Just hold�er their messmates. I�s got special orders from Ulysses hisself about yous three." he grinned.

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"You leave them alone!" Kit said as Baloo put his hand on Kit�s chest to hold him back.

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"Hey, mate, you can leave the woman and kid here alone. Just me all right." Baloo begged.

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The otter shook his head vigorously. "No, sah, I has my ord..."

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He gagged in mid sentence and slowly fell to the ground flaccidly. Behind him stood Owen wielding a small knife, a few seconds later Khan appeared in the door way.

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"Shall we?" he asked as they all ran to the airplane. Grabbing Kit by his sweater, Khan looked Kit straight in the eye.

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"That�s two you owe me, Mr. Cloudkicker." he said firmly.

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Kit nodded, and they crowded into the SeaDuck. Kit jumped into the Navigator�s chair, and Baloo switched on the SeaDuck as Khan clasped his shoulder.

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"Not that I don�t have the utmost faith in your ability, Mr. Baloo, but how do you plan on getting past the cliff guns?" Khan asked.

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"Don�t worry your liddle head, Karny. Ol� Baloo�s got it figured out," he answered as they took off gracefully over the darkened waters, "We�re going straight through those cliffs."

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"What!" Everyone exclaimed.

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Kit smiled, "Yea! It�s the only way Papa Bear. Cause the smoke from the guns and cliffs will make it hard for them the see if they miss."

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"If they miss..." Owen repeated to himself.

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Duck sped through the cliffs almost skimming the water at its low altitude. Baloo and Kit peered upward looking for anyone signs of fire, but none came as they were able to fly away safely.

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"Ha, ha!" Baloo hugging Becky, "Those Bozos don�t know how to use the dang things."

"Yes, very good, Baloo. Take us to Louie�s right away."

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�

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"Arrrgggh!" howled Badrang, "I don�t believe this. Who let them through."

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The salamander shrugged, "All our aircraft out there is occupied with enemy fighters, sir."

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"Ursula!" he said grabbing the radio, "What in the Spirit�s name are you doing down there."

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Hurriedly the Lemur tried to think of some explanation, "Master, sorry, but guns we don�t know how to use!!"

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"Fine." he growled, "How many more plains are left out there?"

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"Only a few." the salamander answered.

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Tapping his lip pensively, Ulysses came to a decision, "In one hour, we�ll start our land invasion,"

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"And we�ll have a home of our own?" the salamander asked hopefully.

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"Yes," Badrang said slyly, "And I will be your ruler."

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The sun was beginning to set as the SeaDuck landed softly in the waters surrounding Louie�s Island. Silently they walked into the vacant restaurant. Baloo sniffed; he could not remember a time when he had walked in here so solemnly. Louie emerged from behind the counter and jumped to greet them wholeheartedly.

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"Baloo!" he said, hugging his friend warmly, "I was worried about you, cuz."

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Baloo nodded and smiled, "Thanks, Louie. You�re all right."

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"Hey there shortstuff," Louie said as he pulled Kit�s hat over his face, "Wildcat, and Cunnighams, I�m so pleased you are all okay. Even you too Shere Khan."

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"How touching." Khan mused

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"Have you heard anything from Cape Suzette, Mr. Louie?" Owen asked anxiously.

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"Hey, man, last I heard they had downed most of our boys. What in heck is going on here? Where�d they get these crazy planes?" Louie demanded.

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As Khan related the whole story to the red ape, Molly curled up against her mother�s chest and fell into a peaceful sleep. Kit sat on Baloo�s lap tiredly, and Rebecca periodically would rub his head. Kit purposely didn�t look at either Louie or Shere while the tale was told. Occasionally he looked to Baloo, and the big bear would just smile and pat his head which made him feel warm. Too nervous to stand still, Owen paced back and forth, thoughts of his wife and children racing through his head. He had not wanted to leave Cape Suzette without them, but he had too. After Khan finished, Louie looked to Kit with a sorrowful look in his eyes.

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"Is there anything you know, Kid, that we could use against this Ulysses fella?" Louie asked.

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Kit shook his head, "All I know is he�s a crook. An evil crook!"

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"We must devise a plan quickly," Khan said with his gaze surveying everyone, "It is probable that in a short period of time, Mr. Hunter will began his land invasion..."

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"After that there won�t be anything to save." Rebecca said softly.

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Owen folded his arms against his chest and breathed deeply, "And when they invade what�s going to happen to ... everyone down there in the city?"

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Kit and Khan both shrugged.

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Wildcat stood up, "Man, it�s simple what we gotta do: we just gotta blow up the big ship, and they�ll have to leave."

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Holding his hands apart, Wildcat imitated the sounds of blowing up the ship which made Molly giggle.

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"No, we can�t, Wildcat," said Kit, "Didn�t you see it when we left?"

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"Yes," Khan said, "Mr.Cloudkicker. The Predator mother ship has the capability to hover which means that to shoot it down by whatever method will result in it crashing into our fair city."

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"That�s bad isn�t it," concluded Wildcat.

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"We�d have to get it moving in some direction." said Louie.

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"Yes," Owen concurred, "Once it�s moving, with its size, the momentum will carry it out into the mountains."

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Kit nodded holding his head in his hands, "But how do we blow it up, and what guarantee do we have that would stop them."

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"Well we�d have to make sure that all their planes and in the ship," Baloo said, "Hey, Louie you have plane here right."

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"Yeah I do. Why cuz?" Louie scratched his head.

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"Well," Baloo continued his eyes opening wide, "We�ll send you or whoever to go check it out, and then you�ll radio us when they�re all inside."

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"And I can build a bomb for sure from all the stuff Louie�s got in his garage." Wildcat added.

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Rebecca squinted at him, "Wildcat how do you know how to make bombs?"

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He shook his head at her, "Ree-becca, I told you I used to work at a deli. Maybe if just thought a little, man."

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"What does a deli. . .oh, never mind." she said rubbing Molly�s ear.

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"I�ll get started right away." Wildcat said as he walked towards Louie�s garage.

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"That�s all good, cuz," Louie said, "But whose going to plant Wildcat�s gizmo. And whoever the crazy cat is gonna have to get the ship moving too."

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"I�ll go." Kit stood up, taking off his baseball cap.

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"No way, L�il Britches," Baloo voiced his displeasure, "We�re not gonna let you get killed over this."

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"It�s too dangerous Kit," Rebecca added knowingly.

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"I�m the only who can get from the Duck to the ship." Kit argued, "What are you gonna do Papa Bear? Land her on the thing? I can get down there safely with my board, and I know enough about planes to get the thing started."

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"Wait a second Kit," Owen stood up firmly, "If you teach me how to use this board, I�m sure. . ."

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"No you�d be way too heavy." Kit explained.

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"Well, bravo to you, young Cloudkicker," Khan clapped his hands, "I say we send Mr. Louie on his reconnaissance mission immediately."

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While Louie was taking off, Baloo took Kit aside, putting both paws on his shoulders and looking the cub squarely in the eyes. The big bear took off the baseball cap and rubbed Kit�s hair, then allowing his paw slide down onto Kit�s cheeks. They remained silent for a few moments.

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"Kit, you sure you know what you�re doing?" Baloo asked.

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"All I�m sure about is that I have to do it, Baloo," Kit smiled weakly.

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Baloo pressed the boy against him holding the back of his head, "And this Ulysses guy, Kit? What if you see him again?"

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Kit shrugged and hugged Baloo, "I�ll know what to do, I�m sure of it."

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"Oh, L�il Britches," Baloo bit his lip, a tear glided down his cheek, "Be careful okay? If anything happened to ya while I was around, I couldn�t forgive myself."

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Kit sniffed and looked up at his Papa Bear, "I�ll be careful. Don�t worry Baloo. You�ve already saved me . . .when no one else could."

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"People can get saved more �n once ya, know." Baloo responded seriously.

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"Giving my life for you guys is the only way I can think to repay you," Kit said

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"Don�t say that. Don�t say that." Baloo sobbed as they hugged each other tightly, "You bring yourself home to us okay, L�il Britches?"

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"I will. I promise." Kit said firmly as if he knew it would be true.

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"Come on," Baloo grinned as wrapped his arm around Kit�s neck and gave him a soft noogie, "Let�s see if ol� Wildcat could use our help."

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Becky held Molly closely as they along with Owen and Shere Khan waved to Louie as he took off in his tiny plane.

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"Good luck Louie," Molly said gleefully waving her little paw.

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Rebecca patted Molly on the head as they walked back inside the restaurant.

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"This is the place that makes you always yell at Baloo, huh, Mom?" Molly observed.

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Chuckling, Rebecca nodded, "You�re right, sweetie, let�s see what we�re going to do now."

�

Wildcat returned promptly with Kit and Baloo with their makeshift bomb ready. Owen looked at him at disbelief.

�

"That�s a milk carton!" he pointed at Wildcat�s contraption.

�

"Hey, man, it�ll work. I used to work at a deli so I know all about chemistry." Wildcat answered strongly.

�

"So whose going on the Duck with Kit and Baloo?" Rebecca asked anxiously.

�

"I don�t see any reason why any of us should go," Owen decided.

�

Khan agreed, "It is imperative that if this plan fails that a few of us remain to continue the fight."

�

Slapping her forehead with her paw, "Well, if you two cowardly tigers aren�t going to come along. Then I think I should."

�

Baloo grabbed her by the shoulders, "What are you crazy, Beckers? What about Molly, huh? What she�s gonna do without a daddy and a mommy."

�

"It�s my plane, Baloo," she said tearing herself away from his grip, "and it�s my crew. My responsibility to you is just as great as it is to Molly."

�

"All right, lady," Baloo conceded, "If you want."

�

Nodding confidently, Rebecca started barking orders, "Fine, then its settled. Kit, you and Wildcat get that bomb loaded and ready on the SeaDuck. Baloo you finish your preflight, and make Kit check his airfoil too. And you two tigers, since you�ll be in charge of Molly while I�m gone, you can start right now and tuck in her."

�

Khan and Owen grimaced as they carried a tired Molly off to one of the bedrooms on the second floor of Louie�s.

�

"Oh, Mr. Khan, sir," Rebecca called after him, "If you could read her a bedtime story that would be wonderful of you."

�

As he mumbled something under his breath, Khan was nudged playfully by Owen who gave a small wink. Khan sighed as he trudged up the stairs.

�

�

�

Unbeknownst to the small group in Louie�s Restaurant, there was another visitor who sneaked onto the other, less inhabited side. Having landed on the long stretch of beach, the fox lay sleeping peacefully against the landing gears of his fighter. He looked peacefully but inward his thoughts were haunted by the capture of his beloved Iron Vulture and of his air pirates. Karnage�s dreams shifted to that man named Ulysses and subconsciously he began scratching at the air as if Ulysses was right in front of him. Then a sudden noise awoke Karnage from his slumber.

�

"Dat sounds like an engine-type thing." he said to himself.

�

He stood up to see Louie�s plane taking off from the island, and Karnage rubbed his paws together greedily.

�

"Excellent! That foolish Louie has decided to attack that Ulysses. I must join in the fun, yes-no?"

�

With that, Karnage jumped into his plane.

�

�

�

Baloo grabbed Wildcat�s bomb to secure it in the cargo bay area as Kit and Rebecca walked into the plane with their arms around each other tenderly.

�

"Kit, you got your goggles?" Baloo asked with a concerned voice, "You�re gonna need them at that altitude, and check the tow rope too, Kid."

�

"It�s all good to go, Baloo," Kit called back then looking to Rebecca, "Sure you wanna come with us, Ms. Cunningham?"

�

"Now I wouldn�t want to miss all the fun now would I?" she smiled.

�

Baloo shook his head as a staticy voice could be heard from the radio in the SeaDuck.

�

"Hey, cuz," Louie shouted, "It�s that time. We ain�t gonna get another shot at this, Baloo."

�

"Thanks, buddy," Baloo answered holding the transmitter tightly, "You get yourself outa there right away now ya hear? There ain�t no good you can do up there."

�

"Check, Baloo. Over �n� out." Louie hung up.

�

Baloo turned to them grimly, "Okay, let�s go you two."

�

Kit jumped into the navigator�s seat, and Rebecca stood between them supporting herself with one hand on each seat, swallowing and closing her eyes. Kit put his paw on hers to relax, and as she opened her eyes he gave her a little thumbs up.

�

"Here we go," Baloo said. Slowly the graceful yellow plane backed out of the docks and made it�s takeoff from the calm waters. They flew in silence all the way to Cape Suzette all thinking intently about the task at hand. Kit�s thoughts turned to Cape Suzette and all the wonderful memories he had there. Growing angry, he knew he could not dare to fail. This was his first and only home, and he wanted to keep it. Still as a statue and almost as pail, Rebecca�s thoughts were full of a mother�s worry, and they were not only worries of her Molly. Baloo tried to stay focused on the skies and the setting sun, but every few seconds he had to glimpse over to Becky and Kit. Soon the ship was in sight.

�

"My goodness!" Becky exclaimed.

�

"Look at the size of that thing." Kit added.

�

"L�il Britches, you get ready now." Baloo said firmly, "I�ll open the cargo doors and try to slow down as much as possible. It should be nice and easy."

�

Kit paused as if he expected Baloo to say more yet the big bear said nothing. A little disappointed, Kit jumped out of his seat and started to dash to the cargo hold when Baloo�s big paw grabbed him and pulled him against his chest. Hugging with one paw and flying with the other, Baloo allowed a tear to slide down his cheek. Rebecca joined the embrace, and Baloo took off Kit�s cap.

�

"I better keep this, Kid," Baloo sniffed, "Ya might lose it over there."

�

With a small laugh Kit nodded in agreement, "Yeah, I might. Don�t worry Baloo; I know what I�m doing."

�

In the cargohold, Kit strapped on a small knapsack which contained the milk carton bomb. He shook his head at the thought of it. He threw down the lever that opened the cargo door, and slowly pulled his goggles over his eyes with a grin. Time for an adventure, he thought to himself. In one quick movement he opened his airboard and it gleamed brightly, reflecting the light of the setting sun all around the cargohold. The light danced around him like ballerinas as he took hold of the tow rope and leapt. Once in the air, he coughed from the lack of oxygen. The wind was incredibly strong and it pounded on him, tossing him around in the air like a rag doll. He breathed deeply and held on for dear life.

�

Watching him closely, Rebecca held her paw over her mouth and tugged at Baloo�s shirt.

�

"Baloo," she said softly, "The wind�s too strong."

�

Baloo maintained focus on the mother ship as he would try to skim as close as possible to the surface., "I know. Kit�s tough. He�ll handle it if I can get close enough to the ship. It looks like it�s a couple miles long so I�ll have lots of time."

�

Gently lowering the plane over the surface, Baloo looked back at Kit and then back to the ship. "This as close as I can get." he muttered to Rebecca.

�

She placed both paws over her mouth,"Let go, Kit!"

�

Kit nodded and let go of the tow rope, and kneeled down on his air board trying to keep the winds from making him lose his balance. Despite all their efforts, Kit hit the floor violently and with such speed that it sent him sprawling.

�

"Oh, no." Rebecca said as she watched.

�

"Aaahh." Kit grimaced as he finally stopped. Holding his elbow, Kit lay there a few moments a little groggy trying to gather himself.

�

His eyes opened suddenly as he came to a realization, "The bomb!" he said to himself.

�

Quickly he got to his feet and ripped open his knapsack to make sure that the bomb was not broken by the fall. He breathed deeply in relief when he found it in perfect condition. Looking around he found a small sewer-like opening in which he jumped into. It was a giant tube in which he must have slid down several stories until it finally dropped him off onto a well-placed mattress. As he looked up, a giant horde of henchmen were running towards him. At first, Kit feared that he would be captured for sure, yet as he put his arms over his head in anticipation for the attack nothing happened. They had run right past him. Confused, Kit just shrugged his shoulders. When another big bear wearing the same uniform, Kit stopped him.

�

"Hey mister, which way to the bridge?" Kit asked innocently.

�

The bear obviously annoyed, mumbled a quick answer, "Take a left, then a right, up two stories and then a right."

�

"Thanks, mister," Kit said cheerfully before dashing off.

�

"No problem." the bear replied while jogging away, yet upon further review he stopped and turned around, "Hey wait a second. Ahh...forget it."

�

"Left, right, up two, right." Kit repeated to himself as he ran up the stairs to at time, holding tightly to the knapsack. As he made the final turn and entered the bridge, he was stopped in his tracks in awe of what he saw. His jaw dropped and the knapsack fell softly to the floor. The room itself was almost a giant sphere almost 50 yards in diameter made entirely of silvery and shiny black metals and covered with bleeping rights. In the very front was a huge panoramic window in which Kit see past Cape Suzette to the great beyond. There was a smaller circle within the sphere, and surround the circumference were all sorts of different stations with different controls and monitors to manipulate. In the very center lay a giant chair, most likely belonging to Ulysses, Kit decided. And at about fifteen feet in front of that was what appeared to be the steering stick. Whoever was steering would have to stand as it was long slender pole that extended out of the floor and then broke it two after about four feet. Standing there now was the salamander, and a few others were working the controls.

�

"Hey, Kid, you�re not supposed to be up there," one of them said as they noticed him.

�

Kit smiled at him as he regained his composure and silently a plan started to form in his head.

�

Acting very nervous, Kit kept his eyes on the floor and walked slowly towards them, his claws tapping rhythmically against the metal floor , stuttering, "I�m so sorry, sir, but I just wanted to see the stick. I wanna be a pilot too someday."

�

"Jeez, get outa here, kid," the salamander said, "Or Badrang is gonna skin us both."

�

"Shut up, Cluny," one of the bears at the control sessions scolded, "Let the kid see it."

The salamander relented and ushered Kit towards the stick, putting a stool in front of it so that Kit could reach the divide.

�

Kit scratched his head and in an innocent voice asked, "Hey, mister, if I wanted to get it out of hover. What would I press?"

�

The salamander pointed lackadaisical at a bronze pedal on the floor beside the stick. "You�d have to hold that down for a couple seconds.

�

"Hey wanna see something neat?" Kit asked unstrapping his knapsack.

�

"Sure, whatever kid," the salamander rolled his eyes.

�

Acting excited, Kit jumped to the floor and started to ruffle through knapsack to divert the salamander�s attention. Silently Kit moved his foot over to the pedal and pressed on it.

�

"Okay," he said looking up at the salamander, "Look in here."

�

Peering over the open bag, the salamander jiggled, "What�s that? Just looks like an old milk carton, kid."

�

"No, mister, it�s a bomb." Kit informed them.

�

"Oh, yeah, what for, kid?" the salamander giggled.

�

Kit grinned suspiciously, "To blow this big piece of fodder you call a ship outa the sky."

�

He laughed at first, but after looking at the grim look in Kit�s eyes, the salamander�s eyes opened wide. "You? You�re the one..."

�

Before he could finish his sentence, Kit still holding onto the bomb threw himself at the stick, pushing it forward for a moment. The ship jerked forward, knocking everyone to the floor. While the others were still recovering, Kit took out the milk carton, opened it, and flicked the switch that Wildcat had instructed him to.

�

"Fifteen minutes," he whispered to himself, "Wildcat said I�ve got fifteen minutes."

�

Looking at the bears still sprawled on the floor in pain, Kit smiled. "Sorry, fellas, I didn�t mean it."

�

He started to run out the door, but the salamander leapt in front of him baring a knife held between his teeth. "Oh, no, trigger, you ain�t goin� anywhere," he hissed.

To be Continued......��