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 4

As the ship jerked forward, Ulysses was thrown violently against a nearby wall. He slid slowly to the floor, holding his shoulder gingerly. "What in blue blazes was that?" he cried.

He stood in the same ledge where he had given his speech earlier intending to be sure is troops organized themselves properly for the next phase of their invasion. Pausing for a moment, he listened carefully trying to figure out was wrong.

"We�re moving!" he said at Ursula who shrugged her shoulders.

He looked pensively at her for a few moments, "Could this be what I�ve feared all this time, my soothsayer?"

Afraid to speak and noticeably trembling, the lemur nodded to affirm his worst fears. Yet despite this news, the wolf grinned baring his sharp fangs.

"Ursula, begin loading them onto the transports, and I have to go. You�re in charge now." he ordered, and with a twirl of his cape he ran nimbly up a flight of stairs and out of sight.

"Where does he think he is going?" Ursula wondered.

Her eyes bloodshot and the winding tossing in her air in all sort of directions, Rebecca began to panic. "Oh, where. . ." she murmured, "Where is he, Baloo?"

"Just give �im some time, lady," Baloo said in a perturbed voice, "He�s gotta find the bridge which could take awhile."

Baloo continued to circle above the mothership, periodically communicating with Louie to make sure there were not any fighters in the area yet. Yet this did not calm Rebecca�s worry.

"I�m going down there right now, Baloo." she stated solidly, a blank stare in her eyes.

Baloo looked her strangely, and shook his head, "Ain�t got time for arguin�, Beckers. If you wanna, you can tie the tow rope around ya."

"How do I. . ."

Baloo took her paw, and placed in it a small pocket, she shook her head vigorously.

"If I cut it, how�s Kit supposed to get on?" she questioned him.

The big bear shook his head grimly, "Iknow and Kit knows that it�ll pull his arms outa his sockets even goin� as slow as I can. He�s gotta free-fall. I�ll get Louie to pick you up, you just might be able to fit in that liddle buggy of his."

Taking a deep breath, she tied the rope around her waist, and took a running start before jumping out the cargo doors. She grunted as the rope jerked her back towards the plane. The winds as they had done against Kit pounded her so that she could barely take out the knife as Baloo was able to get even closer to the top of the ship this times. So close was he at times that Rebecca could hear and smell the burning of the tip of Baloo�s floating planks against the metal of the ship. Finally, Rebecca and uncut herself and dropped to the floor.

Kit started slowly backing up as the salamander tensed his muscles readying to attack the young cub. Kit paused a moment and for a split second he heard clamping of claws on the iron floor of the bridge. Thinking quickly he ducked as one the bear soldiers flew over him from behind and knocked into the salamander, both fell to the floor in a big heap. Kit jumped over them and started to run up the stairs.

"Oh, forget it, Cluny," the bear said.

Another bear held up the milk carton and sniffed it, "What should I do with this, it stinks?"

Cluny still in pain clenched his teeth, "Just throw it in the trash."

Kit ran as fast he could until he finally reached a little circular passage that was similar to the one he had gone done. Using all his strength he was able to lift it off. Almost there, he thought, as he lifted his head over the opening it was blasted by the cold wind. He was not looking forward to that free-fall he knew he would have to pull off to escape. Looking up he saw Baloo shaking his fist out the window of the SeaDuck.

"What the. . ." Kit whispered to himself.

"Welcome, Mr. Cloudkicker." a slimy voice spoke from behind him as Kit spun around quickly in reaction.

He was shocked at what he saw. There was his old partner Ulysses, yet he had Rebecca, holding his blade under her chin menacingly with a large, happy grin on his face.

"Oh ma gosh, Mr. Hunter?" Kit stammered.

The wolf shook his head, "I haven�t heard that name in a long time, Kit. Now they call me Ulysses Badrang; that is the name the Spirit in the Sky has chosen for me."

"The Spirit. . ." he murmured as he checked his watch, "The scar. . .?"

Breathing angrily, Ulysses licked his lips, "Oh, yes, you don�t know how I got this, do you? You see when you had the change of heart and called the police, well, they found me and we had a little run in. This is just one of the consequences of that call you placed, Mr. Cloudkicker."

Kit�s eyes shifted to Rebecca who was shuffling fearfully, "You problem is with me, Ulysses. Let her go."

Sniffing Rebecca�s hair, he grabbed her throat fiercely, "Why? Who is she that you would care?"

"She�s a friend." Kit said.

"Oh, a friend," Ulysses scratched his chin, "Oh, yes, then you�re right, of course. Can�t hurt a friend that�s for sure."

He started to let her go, but then paused looking at the sky as if thinking, "No wait a second here. I must say I can�t blame you for changing, Kit. I�ve changed just as you have."

"No you haven�t," Kit said clenching his fists, "You�re still a low down dirty crook."

"Maybe so, but I was still your friend back in the day, Kit, wasn�t I?" Ulysses asked sweetly.

"You used me!" Kit screamed.

"Well," the wolf shrugged, "I suppose if you call getting you food, a dry place to sleep, and protecting you using you, I guess you�re right. But you see I have a different perspective. I think that doing those things made me a friend, and I don�t think you treat your friends very well. So obviously this bear doesn�t mean much to you."

Ulysses brought his sword back, and Kit lunged at him screaming. He grimaced as he saw the sword come through Rebecca�s side. She fell weakly to the floor too shocked to scream or to express the pain. Ulysses used the handle of his bloody sword to bash Kit across the side of the head knocking him several feet. Kit touched his nose with his paw, and it was covered with blood.

"Rebecca!" he cried, "Miss Cunningham, are you okay?"

Crawling slowly on all fours Rebecca collapse to the floor, and reached her paw out towards him, "Jump, Kit. Please." she mumbled weakly.

Feeling the airfoil against his back, Kit knew he couldn�t leave her there.

"I wish the police had killed, Ulysses," he growled, blood leaking from his nose.

Badrang laughed, "I bet you did, but the Spirit in the Sky had bigger plans for me."

Kit ran at him, ducking Badrang�s swing of his sword, and hitting him squarely in the chest, yet Ulysses did not falter. He grabbed Kit�s sweater and threw him to the ground, placing his foot on Kit�s chest and pointing the blade at his nose.

"I�m sorry, Kit," he said, "But now it�s time for you to die, so that my family can take this city, and we can have home."

"This�ll never be your home," Kit sobbed, "You don�t even know what a family is!"

Badrang looked at him quizzically, "And you think you do, Cloudkicker? You�re nothing but a street urchin."

Kit�s eyes were fiery with anger at Badrang�s words, and he screamed at the top of his lungs in agony as the wolf prepared to swing his blade. Yet at the highest pitch of his scream, Kit heard something else like the pitter-patter of rain only louder. Then there was a sudden small explosion of blood from the wolf�s arm, and Ulysses moaned, dropping his sword.

"Ha ha! That is what you have for being the one to blow up my Iron Vulture!" Karnage chuckled as he flew overhead.

Taking his chance, Kit took out his airboard and swept Ulysses� legs from underneath him. The wolf fell over the side of the ship and held on to a small protrusion for dear life. Kit stood over him panting as Karnage landing his plane behind him.

"Karnage, take Rebecca and fly her to a doctor, right now," Kit said.

Karnage�s ears shifted, "Don Karnage does not take orders from you."

"If you wanna get back at him," Kit added pointing to Ulysses, "then you�ll get her outa here."

Hesitating slightly, Karnage reluctantly moved Rebecca gently into his plane and left Kit and Ulysses.

"I should you kill you right here." Kit said staring straight into Ulysses�s eyes.

"Wait! Wait!" he pleaded, " I never told you everything."

"What are you talking about?" Kit lifted his foot to stomp on Badrang�s family.

"I never told you who I really am." he whispered, "I never told you that I knew your parents."

"You�re lying." Kit said trembling.

"It was no accident that we met, Kit," he smiled, "Your mother hired me to watch after you."

"To watch after me on the streets?" Kit began to doubt him.

"She hadn�t much money, and she felt a little guilty about giving you up." he moved one his hands slowly toward his boot.

"My mother wouldn�t give me up." Kit shook his head, tears overflowing from his eyes.

"After your Dad died, she couldn�t stand the sight of you because you reminded her of your father so much. It was too much pain to bear, you see," he laughed, "To think that you made your own mother leave you."

"You�re lying."

Ulysses grabbed hold of his small hand gun. "Don�t believe it? Check the tag of that sweater which I gave you if you remember. There should be a little note written in marker. If my mind doesn�t fail me, if should say, "To Kit from your loving mother, the sky is the limit," or something of that sort."

Kit quickly turned around the collar of his sweater and looked at the inside of the tag, and it did indeed read as Ulysses had said. Collapsing to his knees, holding his head, Kit cried

"How do my father die?" Kit managed to question in-between the tears.

"I suppose something like this," Ulysses answered as he pulled his waist over the top of the ship and pointed his gun at Kit.

They both froze for an instant, Ulysses�s sweaty finger on the trigger, and Kit staring at him his tears having stopped. Kit closed his eyes in anticipation of the bullet. He hoped it didn�t hurt, and he wondered about what his funeral would be like. Most certainly all his friends from Louie�s would be there, and the jungle aces too. Molly, shouldn�t be there, he thought, it would be too sad. Funerals should be sad, Kit decided. There is too much lost when one dies to celebrate. I�ll miss you, Baloo, he whispered to his mind silently.

Suddenly Kit felt rumble beneath the ground, and the sound of a giant explosion blasted his eardrums. It was milk carton and the entire ship slanted downwards sharply. The gun fell out of Ulysses�s hand and he fell back even further than he had before. Kit stayed flat on the ground and looked up.

"The ship�s going down?" he realized, "Wildcat really did it."

"Kit! Help me?" beseeched Ulysses who now was holding only by one hand, and the wind had almost loosened what little grip he had.

Kit shook his head, and threw himself head-first off the slowly crashing ship. The wolf reached for him but missed as Kit fell towards the city. In a few moments, Ulysses was nothing but a speck from Kit�s view, and the young cub closed his eye. Enjoying the winds the enveloped him seemingly massaging him downward with their soft-touching hands toward his home Cape Suzette. Holding tightly to his airboard, a sudden sense of relief filled his body as if a gate had opened allowing this contentment to flood through every last corner. He thought of when Mac told him that he can�t use the sky to escape his problems. No, he decided, Mac was wrong. Problems don�t exist in the sky as they do on the ground. The sky was a whole different world with a whole different set of rules, and only a few could ever understand them. Kit knew he was one of those people. When he surfed among the clouds, he could feel something beneath his board guiding it. He didn�t know what it was, but when it came he knew he could let go and not feel afraid. He now felt the same as plummeted toward the ground. Despite the nature he knew that he would not die. He would not die because the Spirit in the Sky would take care of him.

As the Predator mothership went crashing into the mountains north of the city, Kit opened his airfoil and gently glided himself perfectly to the empty street. He fell to the ground, extending his arms and legs as if he were going to make a snow angel. He stared up at the sky, smiling and pumping his fist in the air. He had conquered much more than Ulysses that day. He had conquered his past finally, and he had let go, allowing himself to fall into the great wide-open that was the future

Baloo stood in front of the mirror constantly tying, untying, and retying a forest green power tie. Finally he got the length he wanted, and looking at his handiwork Baloo clicked his tongue in satisfaction. Molly grabbed his leg affectionately, "You look handsome, Baloo."

From the foot of the stairs he called up to Kit, "Hey, L�il Britches, would ya hurry up already. We gotta pick Beckers up from the hospital before we go to Shere Khan for the dinner."

"I�ll be right there!" Kit yelled back as he turned around to face his visitor Mac who had just entered his room.

"You�re lookin� sharp there, Ace!" Mac said referring to Kit�s new black suit and gray tie.

Kit smiled at him and nodded, "I wanted to thank you, Mac. You were right, I needed to just forget some things."

"That�s all right, Kit," Mac said putting his paw on Kit�s knee.

Kit stood up and paced back and forth for a few moments, "It�s just so strange, Mac. I feel like I know you from somewhere."

Mac�s eyes shined brightly as he shrugged, "Maybe ya do, but I�m not allowed tell you those things."

"What you mean not allowed to? What are you?" Kit asked.

Mac shook his head, "Let me just say this, Kit. It�s a tough job makin� sure everyone turns out okay. And not everything you need is gonna be found on your own. Do you understand?"

"I guess," Kit said.

"Well," Mac continued extending his paw to Kit, "Here�s hoping I don�t hafta visit you again, though with your occupation that�s not likely."

Kit shook, and took off his cap, "Goodbye, Mac."

"Goodbye, Kit Cloudkicker," he said sadly. With that Mac jumped out the window and once again he disappeared.

Silently, Kit closed the window behind him and sighing deeply he watched the sun�s rays bouncing off the seawater.

"Kit!"

"Okay, comin�." he yelled back. Taking one last look towards the horizon, Kit left it behind, bounding down the stairs, to be with his friends.

THE END