Written by: Dan Green

E-Mail: Deeg67@aol.com

Disclaimer: Kit Cloudkicker, Baloo,WildCat, Molly Cunningham, Rebecca Cunningham, Don Karnage, "The Air Pirates", Ernie; Oscar Vandersnoot; Col. Spigot and Sgt. Dunder 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. All other characters are the creation of Dan Green and shall not be used without written consent from the writer.

Author's Note: This story, like all of my stories, is dedicated to the men and women at Disney who made TaleSpin a reality. As always, I want to single out Jymn Magon, Mark Zaslove, Ed Gilbert and R. J. Williams.

Special thanks to Dave, Laura, Michael, Susie, Jeff, Gregory and all the other friends I've made in the TaleSpin community. As Greg says, "The best stories are TaleSpin stories." That's not all, though - "The best fans are TaleSpin fans."

Everyone! Please attend the TaleSpin Convention in July in L.A. We'll get the chance to finally meet each other face to face, and big-time talent from the cast and crew of our favorite show will be there as well! See you there! Email Baloo9@aol.com for information.

About this little story - I just wanted to try to find out a bit about Rebecca Cunningham - what maker her tick, why she is the person she is. I also wanted to try to find out what drives her relationship with everyone's favorite daring young bearcub, Kit Cloudkicker. I sure as Hell didn't know when I started writing this thing - I hope you like the answers I found.

Prologue

The large window looked out over the bay, and on this bright day it showed a massive cruise ship majestically steaming into the channel, filled with passengers from around the world, all bound for the splendor and dazzling wealth that was Winger City. Overheard a large Zeppelin slowly made it's way across the sky, temporarily blotting out the setting sun, bound on a journey of luxury to some exotic locale.

A large mahogany desk sat in front of the window, the centerpiece of the opulent office. Like the rest of the furniture it was grand - oversized, dramatic and polished to a dazzling sheen. Those words would not have been out of place in describing the large brown bear that sat behind the desk, fiercely concentrating on a sheath of papers before him. He wore a well-fitting blue suit and stylish silk necktie, as well as a stern expression.

A startlingly beautiful woman entered the office, a black bear of perhaps thirty years. She had a cub in tow, a smartly dressed girl who appeared to be about seven years old. "Hi Daddy!" the cub shouted.

The imposing bear behind the desk looked up, momentarily startled, then smiled at the girl. "Hello, Sweetie. Hello Kayla. I didn't expect to see you here."

The woman sat on a chair across from the desk and pulled the cub onto her lap. "Greg, it's nearly seven o'clock! You know we were supposed to go to the symphony tonight." she sighed, a hint of annoyance in her voice.

The brown bear looked at his pocketwatch and frowned. "I'm sorry Kayla. This is important - we have a meeting with Stearns tomorrow and these figures have to be done tonight. You'll just have to go without me."

The cub frowned. "Daddy! You said that last time! You _promised_ we'd all go tonight!"

The bear smiled and reached across the desk to tweak the cub's nose. "Now sweetie - you know Daddy's a very important man. A lot of people depend on me to do my job. We'll all do something tomorrow night, I promise."

"I've heard that line before." the woman muttered, shaking her head,, prompting a scowl from the man.

"That's OK Daddy, I understand. Business is business!" the little cub said solemnly. The little girl crawled on top of the desk and looked down at the papers in front of her father. "You got that wrong, Daddy. You didn't calculate the depreciation for the last fiscal year." she said, pointing to one of the pages.

"Honey!" her mother laughed, grabbing the cub and pulling her onto her lap again.

The man looked down at the paper and a smile slowly crept across his face. He reached across and ruffled the girl's hair. "You're right Pumpkin! Amazing! You're going to some businesswoman someday."

"Honey, don't fill her head with nonsense!" the mother admonished. "Imagine, a woman running a business. Ridiculous."

The man and the girl shared a sly smile. "You're a whiz, Cupcake!" he said, playfully yanking on the cub's ear. "All this will be yours, someday......"

PART I

"Doobie-doobie-doo-wah-ba-da-ba-da-ba-doo-bop!" Baloo sang gleefully, twirling the Sea Duck's keys around his finger as he walked across the office at Higher for Hire. "Man, that's got a real beat, Becky!" he said to Rebecca Cunningham, seated behind her desk looking slightly annoyed. "What is it?"

She looked upstairs with a tired expression. "That's Kit - he's got some kind of new music he's listening to. He says it helps him practice." A new sound, somewhat less harmonious, joined the swinging beat of the music wafting downstairs.

Baloo smiled and dashed up the stairs to the bedroom, where Kit sat cross-legged on the bed, playing a tarnished gold trumpet as he listened to the record spinning on the old gramophone. The boy turned as Baloo entered, and set the trumpet down. "Hey, Papa Bear!" he smiled, turning the volume down.

The grey bear sat on the bed and grinned at the cub. "Hey, L'il Britches - whatcha listenin' to? She's got a real nice beat. Babba-dabba-doobie...."

"It's Lenny Goodfellow, Papa Bear, and his big band. It's called swing music. D'ya like it?"

Baloo closed his eyes and snapped his fingers to the music. "Man, that's a catchy tune! It ain't boogie-woogie but it moves real good! Whadya say this guy's name was?"

Kit reached over and grabbed a stack of records. "Lenny Goodfellow. I've got Louis Legstrong, Count Wellington, Duke Facie...There's this nice guy at the record store, he said I could borrow these, see which ones I liked. See, I was having a little trouble in my music class - the stuff we're playing is so _boring_, you know? So I just figured I'd try to listen to some of the

- you know - newer stuff."

"This what the kids are listenin' to today, L'il Britches?" Baloo asked, looking over the albums.

"Some of 'em. Some of them like other stuff....but there's this girl, in my class....and she really likes jazz..." the boy blushed.

Baloo chuckled. "I gotcha! That's how it is, huh? I been there, L'il Britches."

Kit smiled "But you know what? I started listening to it - and I really like the music! I think it's even helping me play better."

Baloo clapped his shoulder warmly. "So play me somethin'!"

The boy picked up the old trumpet. "OK....This tune they're playing is called 'Take the B Train', I'll play along with that." The cub waited for a moment, then when the horn section joined in he began playing, cheeks puffing out comically as he did.

Baloo winced slightly, then forced a smile to his face. The boy _did_ actually sound a little better than he had before. Besides, this was almost like Baloo's music - almost - and at least it wasn't that boring classical stuff Becky listened to. And a father should always be encouraging to his son.... "That's great, kiddo!" he said, clapping the boy on the back. "Real good. Keep up yer practicin' and you'll be a reg'lar Bunny Hareigan in no time! I gotta go....help Becky with her reports...she needed me to - run down our fuel expenditures fer the last month. See ya later!" Kit smiled around the mouthpiece and waved, still playing.

Rebbeca had her head in her hands when Baloo came down the stairs. "I don't suppose you could ask him to practice outside? Outside the city limits, maybe?" she asked hopefully.

Baloo plopped down in the easy chair. "Sorry, Becky - kid needs encouragement..._and_ practice - but I guess you knew that. Besides, at least it's got a beat!"

Rebecca buried her face in her hands again. "I've got two of them to deal with now...." she muttered.

The great brown bear sat at the mahogany desk, strumming his fingers along it's surface impatiently. There were several stacks of papers piled on the desk, partially blocking the man from view. Behind him, a full moon was rising over the bay as a long stream of sailboats made their way into the harbor for the night.

A rhinoceros in a baggy white suit came into the office, holding yet another pile of papers. "I'm sorry to bother you, G.C., but these are for the Morgan acquisition, their people want to meet with us tomorrow, and these all need to be personally approved by you tonight. If you'll just-"

The bear pounded his fist on the desk. "Dammit, man! You know I'm going to Alabastra with my wife for the weekend tomorrow! Why the devil would you allow that meeting to be scheduled for then?"

The rhino shuffled nervously. ""S-s-sir, I'm sorry, but they were adamant, they want to close the deal before the end of-"

The bear held up his hand for silence. "Very well, Jenkins. Very well. You may go." he said, eyes closed. Nervously the rhino set the papers on the desk and shuffled out of the office.

With a sigh, the bear picked up the phone and dialed. After two rings, his wife answered. "Hello, Kayla. I'm afraid there's been a change of plans - the Morgan meeting has been moved up to tomorrow. I'm-"

"Naturally!" the woman answered in a loud voice. "I've been hearing the same excuses for thirty years, so why should now be any different?"

Grimacing, the bear rubbed the greying fur on his temple absently. "I'm sorry, Kayla, but business is business, you know how it is."

"Business has been business for thirty years, Greg. What good is it if doesn't get you anywhere? You work more now than you did thirty years ago. We may as well not be married for all we spend any time together."

"Now listen, Kayla - "the bear started to retort, but there was a click on the line. The woman had hung up. The bear slammed the phone back into it's cradle in frustration. Angrily he shoved a stack of papers off his desk and onto the floor.

His eyes fell on a photograph that had been hidden behind the stack of documents. He picked it up and stared at it for a moment. It showed himself, smiling and standing framed between two women - an elegant and graceful black bear in her late 40's, and a smiling young light brown bearess in a cap and gown. College graduation. 1925. He continued to stare at the photo for a time, a small, fond smile creeping across his face. He set the frame down and bent to pick up the papers from the floor.

"Yes...the weekend of the 13th, yes, that will be fine. Certainly, I'll be happy to....Of course. Thank you." Rebecca Cunningham hung up the phone and opened her appointment book. She made a notation inside it and frowned.

"What's the matter, Miz Cunningham?" Kit asked, running down the stairs, model plane in hand. Deftly he leaped over Molly, who sat on the floor playing with her Danger Woman doll.

"Oh, nothing Kit, it's just - that weekend of the 13th, this conference in Winger City....I have to attend. It's a tremendous business opportunity - every cargo executive in Usland will be there. It's just that Molly has her ballet recital that Saturday."

"I'm a swan!" Molly said proudly.

"Winger City, huh?" Baloo asked, swallowing a handful of grapes. He sat on the easy chair, his leg draped over the arm luxuriantly. "That's where the Aviation Museum is, y'know. Kit's been wantin' to go there since as long as I can remember."

"We could all go!" Kit said excitedly, sitting on the desk.

Rebecca smiled at him. "No, Sweetie - Baloo has that delivery, the shipment of fresh fish for the Wasabia Sushi Society dinner that night. And the fish has to be delivered fresh, the same day. And there's Molly..."

Kit stuck out his tongue in disgust. "Eee-yuck! Raw fish! You'd hafta be crazy to eat that. Well..... I could fly you there in the Blue Eagle!" he said with a grin.

"Not hardly, Kid!" Baloo said. "Don't make me read ya the fine print on yer permit again, L'il Britches..."

"Aw, I was just kiddin' anyway, Papa Bear!" Kit said, sliding off the desk and making another circuit of the room with his model.

Baloo rubbed his chin thoughtfully. "Y'know, Kiddo, that does give me an idea though...."

"I thought I smelled smoke!" Rebecca muttered, under her breath.

"Very funny. Y'know, just 'cause I gotta work, no reason Kit shouldn't have some fun. I know how bad he wants ta go ta Winger City. Why don't you take him with ya, Becky?"

"Take him with me? I could do that..."

"Papa Bear!" Kit said, stopping in his tracks. "I don't wanna go to the museum without you!"

Baloo grinned. "Aw!. I been there, kid - you haven't. You're Mr. Adult all the time - yer always tellin' me how hard it is to make time to get to Winger City, it's six hours an' all. Well, Beckers is goin' anyways, and I gotta work - so go! Have fun."

Rebecca smiled at the cub. "It's fine with me, Kit - I'd enjoy the company, it'd be nice to talk to someone other than those boring cargo executives all weekend. You could even meet my parents, they live in Winger City."

Baloo and Kit perked up their ears at Rebecca's mention of her parents, the first one either could remember. Kit frowned. "Well...I really _would_ like to go...Baloo, you sure you wouldn't mind? And I don't wanna be a lot of trouble, Rebecca-"

"No sweat, kid!" Baloo said, slurping in another mouthful of grapes.

Rebecca waved her hand dissuasively. "It's no bother at all - it'll be fun! But what about Molly? And her recital?" Rebecca asked.

"Oops." Baloo said. "Fergot about that....What time's yer recital, Button-nose?"

"Seven-thirty on-the-dot!" she answered proudly.

Baloo grinned. "So no problem! I'll take the kid with me ta Wasabia, be home in plenty o' time and take her to the recital! We'll have a fun weekend, right Pigtails?"

"Fun!" she screamed, jumping onto his lap, prompting a loud "Oof!" from the grey bear.

"Yer getting too big fer that, kiddo!" he puffed.

Rebecca shook her head. "I dunno, Baloo - leave Molly with you for a whole weekend?"

"Thanks a lot!" Baloo said, offended. "The state said I'm a good enough parent to take care o' Kit - but you don't trust me with yer kid fer two measly days?"

"Kit is a responsible young man. Molly is a six year-old girl. Now if I were leaving her with Kit for the weekend it'd be a different story..."

"Yer a reg'lar riot, Beckers!" Baloo huffed.

"Aw, Becky. Baloo can handle Molly for two days!" Kit offered. "Besides, what else can you do? Hire a baby-sitter?"

"Yeah, Baloo can handa me for two days!" Molly said helpfully.

"Well...." Rebecca wavered.

Wildcat burst through the door, greasy wrench in hand. "Hi you guys. Uh, Kit, I just finished the tuneup on yer new plane, man."

Kit sped across the room to face the mechanic. "Yeah? How's she look?" he asked excitedly.

"Real good, man. Like, the engines were all in good shape, and the oil was changed, I hardly needed to do anything at all man. She's purrin' like silk and smooth as a little kitten!"

"Great!" Kit exclaimed, slapping the mechanic on the back. "Baloo - she's ready! When can we take her out? Can we go today?"

Baloo laughed. "Easy kid, easy! Ya wanna fly ye new plane in the dark? Let's wait til' tomorrow, nice an' early. And don't get all worked up and go too fast here. Ya know you've only ever really flown the Sea Duck. Every plane feels different - ya don't know that yet, but you'll find out. You can't just strap in and fly her all over the place. We gotta learn that plane slowly."

Yeah, yeah..." the boy said. "I know - but we can fly her tomorrow?"

"Sure L'il Britches."

Kit rushed over to Rebecca's desk. "Becky - you gotta fly with us! The first flight - you _hafta_ be there!"

"I wouldn't miss it!" she grinned.

He reached over the desk and hugged her. "I can't believe it. My Mom's plane - I'm gonna fly my Mom's plane! Wow..."

"So what about Winger City, Beckers? We squared on that?" Baloo called.

"I suppose. But you'd better be careful with Molly....."

"You knew me Beckers!"

"And your point is?"

Sunday morning dawned cool and bright over Cape Suzette, a few puffy white clouds sprinkled across the blue sky. Baloo stumbled out of bed at eight o'clock, only to find Kit's bed empty. He found the cub outside, polishing the windows on the Blue Eagle.

Rebecca and Molly arrived an hour or so later, and Kit was bouncing off the ceiling in anticipation by that time. It was all Baloo could do to keep the cub from running smack into a wall. Rebecca had stopped at the bakery and brought over a particularly delicious smelling bag of warm pastries, and had brewed a pot of coffee - one of Kit's new affectations, and one which Baloo didn't particularly approve of, but allowed the boy occasionally. But not even those delicious aromas could break Kit out of his nervous frenzy.

Finally, after Kit had jumped on and off of the couch and back over to look out the front window for the fifteenth time, Baloo physically lifted the boy up and sat him down at the table. "Eat!" he ordered, leaning over into the stunned cub's face as Rebecca and Molly giggled. He poured out a glass of orange juice and handed it to Kit. "And no coffee neither. If yer gonna fly you gotta get some food in yer stomach, and yer jumpin' around like a scared rabbit as it is. Relax, L'il Britches!"

"You're almost like a real Daddy, Baloo!" Molly giggled.

Rebecca laughed to see Baloo in one his infrequent 'responsible parent' episodes. "You're something else, Baloo! So sensible, logical....this is a big day for Kit you know!"

"He'll have lots of 'em." Baloo grumbled, swallowing a bear claw. "Flyin' a strange plane is serious business fer a new pilot. Kit needs to respect that. This ain't no game."

"Phah!" she said, taking a sip of coffee. "Don't you think you're being a bit of a wet blanket, Baloo? I mean, I know you're trying to be a good teacher and all, but this is Kit's plane - of course he'd be excited. Why, he-"

"I'm just tryin' to teach the boy how-"

"Excuse me! I _am_sitting right here!" Kit said, annoyed, around a mouthful of elephant's ear.

Rebecca chuckled. Baloo waggled a finger at her. "Now just you leave me to raise my kid as _I_ see fit, Becky! Now kid-" he said, turning to Kit, but the cub had wolfed down his breakfast and dashed back to the window, where he stared out at the plane. Rebecca laughed again, and Baloo scowled at her for a moment, then broke into a smile, in spite of himself.

The cockpit of the Blue Eagle was somewhat smaller than that of the Sea Duck, but Rebecca, Molly and Wildcat had managed to make themselves fairly comfortable on cushions behind the pilot and co-pilot's chairs. The yellow cub sat on her mother's lap, her doll Lucy in hers. Sensing the somewhat somber mood in the cabin, Molly was unusually quiet.

Baloo sat in the Pilot's seat, running over the last of the pre-flight checks. He glanced over at Kit, seated to his right, an odd, unreadable expression on the boy's face. He wondered if the cub was a little bothered, still, that Baloo was going to fly the take-off - they had agreed it would be wisest, but still..."Y'okay, Kid?" he asked gently.

"Yeah." Kit whispered, with a quick smile in Baloo's direction.

"Kiddo, y'know why we're doin' it this way, right? You ain't never flown-"

"No, I'm fine, Papa Bear. I understand all that. I'm just....thinking, about stuff, that's all." The cub ran his hand softly over the controls.

Baloo smiled reassuringly and clasped Kit's shoulder gently. "So where to, L'il Britches? She's your plane! Where's the first test drive to?"

Kit thought for a moment. "Well....Lake Flaccid, maybe? That's a nice spot for a Sunday spin. Becky, you guys up for that?" he asked, turning to face Rebecca and tweaking the giggling Molly's nose.

"Sure Kit." Rebecca smiled. "That's perfect."

Yeah, man" Wildcat chimed in. "Just as long as there's no Martians there, man, cause, like, we didn't bring any guacamole!"

Kit grinned over at Baloo. "OK then - Lake Flaccid, Papa Bear!"

Baloo clasped Kit's hand. "Start 'er up, kid." he said softly.

The boy closed his eyes, took a deep breath and started the engines. With a purr, they sprang to life.

"Sounds real smooth, kid! You ready?"

Kit grinned. "Thanks, Wildcat, great job! Ok....Pull chocks!"

Baloo backed the plane into open harbor, taxied her along the water and was airborne. He flew a few wide loops around the harbor and buzzed the city, getting a feel for the controls. Kit looked on, in awe, watching the scenery beneath them a look of sadness and joy in his eyes. After a few moments, the big grey bear guided the blue and gold seaplane towards the cliffs and open water.

"OK, kiddo, listen up now. Remember, this little lady's a lot lighter than the Sea Duck. Your directional controls are gonna respond a little more quickly - don't take as much to get this gal turned, you hear me? And her engines are a little smaller...boy, get Superflight 100's on here and she'd be faster'n one o' Buzz's jet packs! It's gonna take a little longer to increase yer speed. Got me kid?"

Kit nodded, looking over the controls. "Roger Skipper. Easy on the stick, longer to ramp up the speed. Got it."

Baloo looked around. They were over open water now. He unbuckled his safety belt and stood. "Well, uh...I guess it's that time kid. Go ahead - take the stick. See how she feels"

Kit looked up at Baloo, then slowly unbuckled and stood. Baloo gave his shoulder a quick pat as they switched seats, and the boy settled into the pilot's chair. He put his hands on the stick, and said nothing for a moment - looking straight ahead, with shining eyes. Finally, he turned around and smiled weakly. "Can you guys leave me alone in here, just for a sec'? I know it sounds weird, but..."

Rebecca gave his shoulder a squeeze. "It's not weird at all, Kit. Come on, Molly, let's see what the rest of Kit's plane looks like!" She walked back into the hold, yellow cub in tow. Wildcat patted Kit on the shoulder and winked, a surprisingly understanding look on his face. He followed Rebecca to the back.

Baloo unbuckled and looked over at his son. "Sure, kid? I can stay, help ya-"

Kit smiled but did not look over. "Naw, that's OK, Baloo. I just want a second, just by myself. I need to...to..."

Baloo gently ruffled the boy's cap. "You bet kid. Just call me when yer ready. Don't try no pretzel twists or nuthin'!" He joined the others in the cabin.

Kit looked around him, quietly. He was alone in the cockpit. He sighed, closed his eyes for a moment. He opened them, and his gaze fell on the photograph taped to a corner of the panel. He smiled, and a tear rolled down his face, which he absently wiped away. He ran his hands over the throttle, the wheel, just feeling them, taking in all of the sensory detail of the moment.

As he sat, he tried to imagine his mother sitting here, what it must have felt like for her, a pioneer, a rare female aviator, on those long survey runs over uncharted waters. He tried to imagine Harry McDowd, sitting across from him, busily taking readings and plotting new discoveries. He thought of the banter, the repartee' that must have sustained them on long voyages in the little plane. Sustained them, just as the banter, the comraderie between Baloo and he sustained them on long cargo runs.....and everything else. He thought about the bond that he felt with the grey bear, and with the woman whose plane this had been.

He wondered if she'd thought about him, sitting here - if she'd wondered if he would ever be sitting in this seat, flying this plane. She probably imagined she'd be teaching me, he thought, and the thought was too much - a small sob escaped him involuntarily.

He forced his gaze to the water below him, to the horizon. He banked then plane to port, gently, momentarily surprised by the ease with which the plane turned but then back in control of it again. He executed a wide loop, feeling the seaplane react to his commands. It felt good. He goosed the throttle, felt the engines vibrations rise in intensity, heard their whine creep up in pitch. The speed crept up, 130 MPH, 135....He gently increased the throttle until the gauge read 150 MPH, and stopped.

He eased the wheel back as he goosed the throttle, and the plane began gently to climb, the puffy clouds creeping closer. He leveled her off at 3000 feet, and looked down at the blue water beneath him. He felt at one with the plane now - he wasn't sure where his fingers ceased and the controls began. He looked down at the photo again, and smiled warmly, to see the three happy faces in it - together and happy. He looked around him, at the empty cockpit, and it didn't seem right anymore. "Hey guys!" he called. "Are you gonna leave me up here alone all day, or what?"

The four of them walked back into the cockpit, all smiles, with just a touch of wariness to them. Baloo strapped in across from him, and smiled gently, tentatively. "So how's it feel, L'il Britches?"

"Perfect!" the boy said, with a broad grin, first at Baloo and then at the others. "Like I was born to do it."

Kayla Cunningham was a woman of considerable patience - patience and strength. It was commonly assumed, she knew, that she was a devoted spouse, housewife, social coordinator - a typical "Woman behind the man". If that was what people thought, fine. She knew better - knew the sacrifices and struggles she'd had in her marriage, and her life, and the late nights she'd spent with Gregory making important decisions for Cunningham Holdings.

She was used to spending Sundays alone. Since their daughter had left for college there hadn't been a lot of family get-togethers, and Greg was as likely as not to be working in any case. The fact that this Sunday was supposed to have been spent in Alabastra on a too-brief vacation made the fact that she was spending it alone at home even more galling, if no more surprising, than normal.

The brown bear finally walked in late in the afternoon. He tossed his briefcase to the floor and sat down on the couch with a weary sigh. "How did the acquisition go?" Kayla asked coldly.

"It closed, no problems." Her husband answered, eyes closed.

"That's good."

They sat for a few moments, neither saying anything. Finally, he spoke. "I'm sorry, you know. I really had planned for us-"

"Please. I know what it's like. It's been the same for thirty years." She sighed. "It just seems like the more successful you are the less successful _we_ are. Isn't there ever a time for us? When do you earn that?"

He opened his eyes and grasped her paw in his. "I have been thinking about that, you know. It hasn't escaped me, what you're saying. But I have so many responsibilities, you don't know..."

She squeezed his paw and stood, walking towards the kitchen. "Oh, Rebecca called. She's going to be visiting for a Conference on the weekend of the 13th. Molly has a ballet recital, she can't come...She's bringing a boy, the son of one of her employees. I'm not exactly sure of the details. Of course I invited them to stay."

He smiled. "That's nice! Haven't seen Pumpkin in ages." He rubbed his chin thoughtfully. "Haven't seen her in ages...."

Rebecca looked up from her book at her watch. It was nearing dinnertime, to her surprise. They'd spent the entire Sunday with Baloo and Kit. That seemed to be happening more and more lately....She glanced over at Baloo, who sat in the easy chair snoring, Molly asleep on his lap. Kit had snuggled into the chair next to Baloo, and had also fallen asleep, head on the big bear's chest. No wonder - he'd been on cloud nine all day - she'd never seen the boy more excited than after he'd flown the Blue Eagle today. He was bound to crash sometime!

She found herself staring, smiling at then scene. It was so cute! How had this business of hers ended up transforming into - this? Whatever _this_ was, this strange thing that had evolved at Higher for Hire. She wasn't sure what it was, but she liked it, somehow.

There was the buzz of an airplane outside, and Kit stirred, shook his head sleepily. "I know that engine....." he mumbled sleepily. He grabbed his cap, which had ended up on Molly's head somehow. "That's the Albatross!" he said, sliding out of the chair and running for the door.

Kit's exclamation stirred Baloo out of his sleep as well. "Wha....Albatross?"

"Rudder!" Kit smiled from the doorway, and hurried outside.

"Rudder?" Rebecca frowned. "Rudder - isn't he the pilot you said helped you find Kit?" she asked the sleepy Baloo.

The big bear scratched his head. "Yup - that's 'im Beckers. Wonder what he's doin' here."

Kit ran down to the dock where Rudder had taxied his white seaplane. "Rudder!" he yelled to the black bear, who stepped down onto the dock and shook Kit's hand warmly.

"What're you doin' here?" Kit asked, as the black bear put his arm around his shoulder and they walked back to the building.

Rudder smiled. "I heard you ended up back with Baloo, and I had a delivery in Cape Suzette - double Sunday pay! - So I thought I'd drop in and see how you were makin' out!"

Kit stopped and grabbed Rudder's elbow. "Rudder - You know, about what happened-"

Rudder frowned. "Yeah, Kit....I know I betrayed you, kid, but-"

"No!" the cub explained. "Y'don't understand, Rudder. I was bein' an idiot - a stupid, hare-brained kid. I was dumb. Baloo's the best thing that ever happened to me - Becky too. If you haddana told him where I was....well....."

The pilot clapped Kit's shoulder warmly. "I kinda had that figgered, kid - othwerwise I wouldn't have said anything."

"Thanks, Rudder!" Kit said holding out his hand.

"Yer welcome!" the black bear grinned, shaking it. Baloo and Rebecca stepped outside to join them in front of the building. "Howdy folks." the black bear said jovially.

"Hello, Mr. Rudder. I'm Rebecca Cunningham, the owner of Higher for Hire. Welcome."

"M'amm"

Baloo looked the other pilot over and extended his hand. "So yer Rudder, huh? Name's Baloo. Nice plane."

"Howdy Baloo. Yours too - real nice. Both of 'em."

Baloo laughed. "The L-16's mine - sort of. That's the Sea Duck. The blue one , the L-10- that's Kit's!"

"Kit's?" Rudder exclaimed. "What the - you been hidin' a fortune or somethin' Kid?"

Kit grinned. "Nope - she's mine. The Blue Eagle. My Mom left her to me - or actually her partner gave her to me. Ain't she a beaut?"

"Sure is, kid! Yer Mom? I haven't heard that one before, have I?"

Kit laughed ruefully. "Long story, Rudder."

Molly stood peering up at Rudder from his shoetops. The black bear bent and scooped her up. "And who's this striking young lady?" he asked, prompting a giggle from the yellow cub.

Rebecca laughed. 'That's my daughter, Molly."

"Are you a pilot?" the girl asked him, playing with his goggles.

"Sure am kiddo. Been one fer thirty years." the black bear grinned.

"Thirty years?" the cub exclaimed. "You must be really _old_!"

"Yeah, kid - guess I am!" the pilot said with a rueful smile. Molly had tired of him and wriggled out of his arms.

"Kit - let's go play on your plane!" she yelled, tugging at the boy's sweater.

"Not now Molly - my friend Rudder just got here! We'll play later."

"I wanna play now!" she whined, prompting a glare from her mother.

"Go ahead, Kit!" Rudder laughed. "Baloo 'n I can get acquainted fer a few minutes." The little girl dragged Kit off to the Blue Eagle.

"It's a nice night - I'll get some chairs and we can sit outside while the kids play." Rebecca smiled, disappearing inside.

"Yeah, I'll get us some sodas." Baloo added. A moment later, the three bears were comfortably set up outside Higher for Hire, watching the setting sun cast it's last rays on the harbor.

Rudder looked over at Kit and Molly, running in and out of the blue and gold seaplane, laughing. "Y'know, Baloo, it sure does my heart good to see Kit's ended up in a place like this." he said wistfully.

"Yeah." Baloo said quietly. "I gotta say, Rudder - I never knew if I'd get to tell ya, but I owe you a ton o' thanks - more'n you could ever know. If you hadn't radioed in - if I'd found Kit five minutes later - well - he was in real trouble."

"Glad to do it." the black bear said quietly, watching the children playing. "What kind of trouble?"

Baloo scowled. "That bastard Karnage, he was - after him - caught him too. I made sure he'd think twice about bothering him again - thanks to your message."

Rudder grimaced. "That guy's the scourge o' the skies. Dang fool. Kit's lucky he got away from him when he did."

"Anyways - like I said, I owe you big. I don't think I can tell ya how much that boy means ta me, Rudder - I flew solo fer a long time, and then we happened to find each other.....If anythin' happened to 'im I don't - I just don't know..."

"I think I understand." Rudder said with a sad smile. "Like I told the kid, I kinda knew - I could tell, he really had it bad fer this place, as soon as I mentioned it, he really almost broke down....I knew Kit fer a year, better'n that, on the hobo circuit. He's tough. But he's special - I knew it then. He got a heart the size o' Pazooza, that kid."

"He sure does." Rebecca chimed in. "Mr. Rudder - Baloo's officially adopted Kit. Did you know?"

"Adopted?" Rudder exclaimed in surprise. "That's great! The kid's been solo fer so long - and here he is, with a father fer real...You teaching him to fly?" Baloo nodded with a grin. "Father fer real, and with a - well, with you, Miss Cunningham. And your daughter - it's a real family for him. He deserves it."

Baloo clapped the pilot on the shoulder. "Thanks to you, friend."

Rudder shook his head sadly. "I gotta tell ya, Baloo - and I ain't proud of it neither....I asked Kit to stick around with me, there on Port Wallaby, an' if he'd said yes....well, I dunno what I would've done exactly. I- I been flyin' solo fer thirty years. I always liked Kit, a lot. He's a special kid. A whiz with airplanes.....I always kinda felt like I shoulda taken care o' the kid, from the beginning....but I was just never ready to share my space, y'know? Bein' a traveler is a lonely life, but it's free. I guess I had my chance. You had the guts when I didn't, Baloo. And the boy's sure better off. He's got a real home now. Like I told ya before, take good care o' him or I'll find ya and kick yer tail!"

Baloo looked at the other pilot for a moment, his expression unreadable. Kit walked over, Molly in tow. "So, what've you guys been talkin' about?" he asked with a grin, knowing the answer full well.

"Just airplanes an' stuff." Baloo replied, playfully pulling the boy's cap down over his eyes.

"Hey!" Kit muttered, taking a playful swipe at Baloo, prompting a laugh from the big grey bear. He squeezed in next to Baloo on his chair and the pilot draped an arm over his shoulder.

"You didn't tell me this galoot was yer _Daddy_, Kit!" Rudder admonished the cub.

"I didn't know he _was_, last time I saw you Rudder!" the boy said, looking fondly at Baloo. "That all kinda happened while I was out makin' a fool out of myself."

"He treatin' you good, son?"

"You even got to ask, Rudder?" Kit smiled, snuggling against Baloo's shoulder.

Rudder smiled sadly, and looked out over the water. "I'll tell ya kid - ya got a Dad, ya got Miss Cunningham, little Molly here-" he reached over and tickled the girl under the chin. "You even got yer own plane now. I sure am glad, kid - nobody deserves it more. A hobo's life is nothing - not compared to a real family. Nobody deserves it more."

"That took a lot o' persuadin', Rudder." Baloo said, hugging Kit fondly. "Kid didn't wanna believe it fer a long time."

"Thanks Rudder." Kit said sincerely. "Thanks fer everything. I didn't know what I had, guess you never do, 'til you lose it..."

"Don't mention it, son." the black bear said, standing. He cuffed Kit's neck fondly, and shook Baloo's hand. "I've gotta be headin' out, another flight, another port."

Rebecca stood. "Mr. Rudder - I might just have a job for you. Are you available the weekend of the 13th?" Baloo looked over at her in surprise.

He scratched his chin. "I reckon - I got no plans that I'm aware of. What's the job?"

"Well, Kit and I need to get to Winger City - I have a convention to attend, and he's visiting the Aviation Museum, and then we're visiting my parents. Baloo and Molly have to stay here. I was going to buy airline tickets, but if you're interested....You'd just need to fly us there early on the 13th, 6 A.M., and back late on the 14th. Say two hundred?"

"Hmmm. Well, I'd just as soon spend a weekend in Winger City as anywhere else..."

"C'mon Rudder - it's a great idea!" Kit prodded him.

"Sure, why not? Job's a job, and it's nice to have a little company up there sometimes. Six o'clock on the 13th. Sure, I'll be here. Thanks a lot."

"Thank you Mr. Rudder." Rebecca smiled, shaking his hand. "For everything. "We're all grateful."

"Yeah, Rudder, thanks." Kit said, giving the black bear a hug - a gesture that moved him immensely. The Kit he had known would never have exposed his feelings so openly. He grabbed the cub's head warmly and grinned.

"Rudder." Baloo said, holding out a hand. "You're a friend o' Kit's, so that makes ya a friend o' mine, too. This house is always open. You come back anytime."

Rudder grinned and shook the grey bear's hand. "See you all on the 13th!" he said, and turned towards his plane with a wave. The four bears watched him go, and turned to go back into the building, Kit holding Baloo's hand and Molly Rebecca's. The black bear watched them enter, a wistful grin on his face, and dissapeared into the cockpit of the Albatross. The white seaplane soared into the evening sky and was gone.

"Come in, Ralston. Please sit down." Gregory Cunningham said to the young panther who had just entered the office. "You're right on time - as usual." The brown bear studied the young man as he sat - immaculately dressed, a look of quiet confidence, as always, appearing on his face. Ralston was one of the few members of Cunningham's circle that never appeared to be flustered or intimidated by the big bear's presence, despite the fact that he had only been on the board of directors for two years.

"Thank you Mr. Cunningham." the panther smiled as he sat. "As we discussed, I've drawn up the proposal for the Magnaversal partnership. I've included projected sales figures for the first five fiscal years, along with planned costs. As you can see, we project a profit as soon as the second quarter of the second year."

Cunningham nodded slowly as he looked over the figures. "Immaculate as ever, Mr. Ralston." The panther's work was consistently excellent - a fact that was made all the more obvious by the fact that he never seemed anxious to show everyone (especially Greg Cunningham) just how excellent it was.

"As you can see, sir, this estimates an initial financial outlay of about eleven million on our part. We're scheduled for negotiations on the 10th. "We've taken some steps to prepare-"

"Yes. Very impressive. And what team have you assembled for the negotiations?"

The panther shifted a fraction in his seat. "Myself, Rodgers, Pierpont, from accounting..."

"And you plan to head the negotiations yourself?"

"That's your prerogative, sir. I'm happy to abide by whatever you feel is appropriate."

Cunningham thought, silently, for a moment, as he looked over the papers in front of him. The young man was clearly capable - still, a negotiation of this significance..."Well, Mr. Ralston. Given the nature and importance of these meetings, I'll head up the team myself. We'll leave late on Tuesday - arrange a charter to Barbersville. That'll do for now."

"Yes sir, Mr. Cunningham." the young man said, standing, a trace of dissapointment in his carefully guarded visage. The panther spun and smoothly walked out of the office. Cunningham watched him go. Surely for a deal of this magnitude, he had to handle the negotiations himself....Business _was_ business, after all.

The boy lay back on the bed, listening to the sounds of the trumpet gently wailing from the gramophone speaker. Louis Legstrong. Amazing, that what he was listening to and what he heard when he played was the same musical instrument. That was a depressing thought, but still, there was something about the music - the vibrancy, the _soul_ that spoke to him. Everyone had a gift, somewhere, if they could find it. Some could play the trumpet. Some could hit a baseball five hundred feet. And some could fly airplanes as though possessed by the spirits of eagles.

Kit sat up and glanced at his watch. Eight o'clock. It was time to get packed for the trip - they'd be airborne in ten hours. The cub had found himself surprisingly nervous about this trip as the week rolled on. He'd never spent an entire two days with Rebecca before - not without Baloo around. And when Baloo was around he was always the center of attention.

Kit wasn't completely comfortable around Miz Cunningham, even now, after all the time he'd spent at Higher for Hire. From that first moment, when she'd walked in, he was in awe of her a little. There was always an element of uncertainty to his relationship with her. He loved her, he knew that, no question - she had given him a sense of family and home that he'd never felt before, not even from Baloo.

Still, the boy had always harbored doubts in his mind. There was no question she was fond of him, and Baloo - but she _had_ a child, already, and when push came to shove, she was technically Kit's boss, and no more. Was she really more than that? Did she place the same importance on his companionship that he did on hers? Did she understand that, at some level, he truly did consider her...a mother, no less? Even making that admission to himself scared the cub quite a bit.

Kit couldn't shake the feeling that she might be kind to him because she felt sorry for him - the street urchin, the orphan. She was being considerate of his feelings. He cursed himself, silently, for always looking for the dark side of people - for the ulterior motives that usually weren't there. Why couldn't he just accept that she might love him as he did her, and for what he was? Baloo had certainly tried very hard, in his way, to teach him those lessons. But his fears were real, and he couldn't completely shake them.

Baloo walked into the bedroom carrying a huge sandwich as Kit was filling his duffel bag. "Hey, L'il Britches!" he said cheerfully. "Gettin' ready, huh? Excited about the trip?"

Kit smiled. "Yeah I guess so. The museum should be fun."

Baloo sat on his bed and took a bite of the sandwich. "Whassa matter? Little nervous about spendin' time with Beckers, huh?"

Kit's jaw dropped, a little. Baloo could be surprisingly perceptive - or perhaps he just knew Kit better than the boy cared to admit. "How'd you know?"

The grey bear chuckled good-naturedly. "S'natural, kid. Only to be expected. Don't worry about it. Least you'll have Rudder there on the flight to talk to."

"Yeah...." the cub mused. "It'll sure be interestin' to meet her parents though!"

"Yeah, kid. Weird she's never mentioned 'em before. Wonder what they're like."

Kit smiled. "They must be pretty great, if Becky's their daughter. I'd almost forgot anybody _had_ actual parents. You nervous about takin' care of Molly?"

Baloo waved a hand. "Naw....a little maybe. How hard could it be to take care of a six year-old girl for two days?"

Kit snorted. "I wouldn't ask that if I were you. Just don't let her talk you into takin' the Dangermobile down to the harbor..."

It was still dark when Rebecca's cab pulled up outside Higher for Hire early the following morning. She left her suitcase outside the building and carried the sleeping Molly inside. Kit was hauling his duffel bag down the stairs when she walked in the door. "Morning, Miz Cunningham." the boy said with a weary smile.

"Good morning. Where's Baloo?"

Kit pointed. "Still asleep. I got my bed all set up for Molly an' everything."

"Thanks." she said with a pat on his head, and started up the stairs."Did you remember to pack a bathing suit? My parent's have an indoor pool."

"Yeah, you told me!" the boy grinned. She smiled back at him and entered the bedroom. Baloo was, in fact, still asleep - snoring loudly in his bed. Rebecca slipped Molly into Kit's bed and tucked her under the covers, causing the girl to stir.

"Mommy?" she mumbled sleepily.

"I'm right here, Sweetie. Go back to sleep." she said, smoothing the yellow cub's hair gently.

"I wish you weren't goin' away, Mommy. I wish you could see my recital tonight."

Rebecca smiled. "Me too, baby. But you know how important this convention is. I'll be thinking of you. Baloo's gonna take real good care of you, don't worry."

Molly smiled groggily. "Baloo's funny!" she mumbled

The brown bear frowned. "He sure is. Go easy on him, Molly - you know he's not - responsible, like Mommy." She kissed the cub on the forehead. "Now go back to sleep, Honey. You've got a big day today, and it's still early."

"Take good care of Kit, Mommy." Molly mumbled sleepily, prompting a surprised look from her mother. The girl said the oddest things sometimes...

She tiptoed over to Baloo and shook the big bear gently. "Baloo!" she whispered into his ear.

""Wh- huh?" the pilot mumbled groggily. "Gimmee another five minutes.....three hours...."

"Get up _now_ Mister!" she said softly. "We have to talk about a few things before I leave!"

"All right!" he grumbled, sitting up in bed with a yawn.

"Shh! Molly's asleep. Come downstairs!" she whispered. Grumpily the sleepy pilot followed her down, where Kit sat sleepily drinking a glass of orange juice at the table. Baloo absently patted the boy on the head and sat down in the easy chair with a grunt.

"Baloo. Pay attention!" Rebecca admonished. "Now, I've got a list of phone numbers for you...there's Dr. Breakbone, Molly's pediatrician, the poison control center-"

Baloo grabbed the piece of paper from her. "Yeah, yeah! Don't blow a gasket, Beckers! I got a kid runnin' around here myself, dontcha think I know all that stuff?"

"Well, I'm sorry Baloo, but she's _my_ daughter, and I'm just being careful. Now you know her recital is at 7:30 tonight, that's at the Community Center, the address is right there, on that slip of paper. You've just got that delivery to Wasabia today and that's all - no joyriding, do you understand? I want Molly to have a sensible breakfast, too - today _and_ tomorrow. No donuts or cakes or-"

"Jeez Becky!" the pilot said angrily. "It's a wonder that girl has any fun at all with you overpretectin' her like this! I think I can handle-"

"That's enough, Baloo! Don't give me any more..." she stopped. "No, it's too early in the day for this - I'm not getting into another debate with you now. You've got the list - Molly's things are in her bag, by Kit's bed. Just take good care of her and make sure she's safe, OK?"

Baloo grinned. "First sensible thing you've said all day!" he grumbled. "Don't worry yer pretty little head, boss-lady - I can handle Molly. You just go off and enjoy yer little conference and make sure Kit don't get into any trouble. Sounds like yer ride's here." Rudder's plane rumbled noisily in for a landing outside.

Rebecca smiled warily at him. "Don't worry about Kit. We'll be back by nine tomorrow night. Have fun with Molly."

Baloo walked over to the table and gave Kit a quick hug. "Enjoy the museum, L'il Britches. Don't let ol' Beckers here spoil yer fun. See ya tomorrow night."

"Bye Papa Bear." the cub said with a tired grin.

"Bye Becky - and don't worry. Things are under control. Now I'm goin' back to bed..." the grey bear tromped back up the stairs and disappeared into the bedroom.

Rebecca checked her purse quickly, then turned to Kit. "Ok, -ready to go?"

The cub stood and grabbed his duffel. "Ready to pull chocks!" he said with a smile. Rebecca draped an arm over his shoulder and they left Higher for Hire.

Gregory Cunningham sipped his coffee, dressed in a red silk bathrobe with his initials on the lapel. His wife poured herself a cup and sat at the table next to him. He grasped her paw. "Sure will be nice to see Becky again."

"Yes." she smiled. "it's been almost two years. Too long." She looked at him, grasping their joined hands with her free one. "Greg - are you sure you want to do this? Are you sure this is right? She sounds like she's worked so hard building up this place of hers, like she's made real attachments"

He shook his head. "Kayla - I'm sure. This is the time. It was bound to happen sooner or later, and you've said yourself, the time has come for me to - step back, enjoy what I've earned."

"I know, I know....But there are so many people at your office who could-"

"No. I knew then and I know now - I want Rebecca. That's how it should be. This is a family business."

Kayla Cunningham shook her head sadly. "It just seems odd...She obviously thinks enough of this boy and his father to bring him here with her - "

"Oh, Kayla. That's business. This is family.'

"So whatcha want fer breakfast, Button-nose? Cereal? Oatmeal?" Baloo asked, cheerily.

"I wanna donut!" Molly said petulantly from behind him at the table.

"Aw, Molly! Yer Mama said no donuts fer breakfast, an' ol' Baloo's gonna make sure ya do what yer supposed to. So decide, kiddo! Cereal or oatmeal?"

"Cereal." she replied.

"Cereal is it!" he said, whistling. He poured out a bowl and turned to put it on the table, only to find the yellow cub finishing off the remnants of a powdered sugar donut, much of which was now on her face. He sighed. This was not an auspicious start to the day.....

"You folks comfy back there?" Rudder called out from the cockpit. Kit and Rebecca sat in two Jury-rigged seats in the cabin. Rudder was not used to passengers.

"Yes, thank you." Rebecca called. "And thanks for the bagels, too! It's a long flight." Rudder had provided them with a bag of bagels for the journey.

The pilot laughed. 'What kinda airline would I be if I didn't serve food on a six hour flight? If ya need anythin' just let me know."

Kit had been a little disappointed when he'd seen that the pilot had set them up in the cabin, where including Rudder in the conversation would be impossible. The only other option would have been for him to sit up front with Rudder, which would have been exceptionally rude, to his way of thinking. He was spending this time with Rebecca, whether he was comfortable or not.

She smiled at him. "Excited?"

He grinned back. "Sure! I wanted to go the Museum of Aviation ever since I first heard about it...They've got the Spirit of East St. Louis, the Kitty Hawk Kids' Plane, everything. Thanks a lot for letting me come with, I really appreciate it."

She patted his hand. "Thank you for coming. These conventions are good business but they're a little boring. It'll be nice to have you for company afterwards."

"I hope - I don't wanna be a lot of trouble for you. If I get in the way-"

She laughed. "Kit! You're always so concerned about that sort of thing. Why is that? I'm really looking forward to spending some time with you."

He blushed. "Yeah - I really am too, Miz Cunningham. I really - well, you know...And I really wanted to spend some time with you too. What did you tell your folks - about me?"

"Let's see - I told them I was bringing along my pilot's son, who's thirteen, and a wonderful young man, and one of my very, very dearest friends, and I was sure they'd love him just as much as I do. Is that all right?" she grinned.

He blushed again. "You didn't tell 'em that..."

She laughed. "Why not? It's all true. I'd take you with me to the convention too if I could, but they don't allow children. It would be good experience for you. You know Kit - I consider you, among other things, to be a very important part of the future of Higher for Hire."

"Really?" he squeaked. "How do you mean?"

She clasped his paw. "Well, it's pretty obvious. You have the flying part down. By the time you get your licence you'll already be almost as good as Baloo. Now Kit, you know how fond I am of Baloo-"

"Sure."

"But you also know - he's not exactly a businessman, is he? You have a sense of responsibility, a quick mind - and you treat everyone like you would want to be treated. If my father taught me anything, he taught me that qualities like that are vital for a successful business leader. Higher for Hire is my life, Kit - it's everything to me, and you're a big part of my life. I think you can be an even bigger part of Higher for Hire when you grow up. If that's what you decide. But that door will always be open for you, I want you to know that."

"Wow! Gee, thanks, Miz Cunningham!" he whispered. He took a moment to digest everything he'd just heard. She was being so honest with him....He decided to leap into the brink. "Can I tell you something?"

"Of course - you can tell me anything, any time. You know that."

He looked at his feet sheepishly. "I was...I guess, a little nervous about this trip, with you..."

"Why?" she asked, sounding genuinely surprised.

He chuckled "I dunno - you're - not like Baloo, you know? You've got so much, a business, a kid....You've pretty much got a great life, with or without Baloo, or me. I guess I just sometimes wondered, a little - if it weren't for Higher for Hire....maybe I was, you know, out of place, making you take me on a trip like this, outside of the business."

She squeezed his paw. "You really have had it rough, haven't you? You poor little thing!"

"Miz Cunningham!" the boy said, embarrassed.

"No, I mean it! This is so hard for you, I never really realized it before. You have a lot going for you, Kit! There's a lot about you to like, and no one needs any excuses to like you, to want to spend time with you. Including me. I thought I'd made it clear that Higher for Higher is a family, Kit. You're part of that family. You don't have to look for reasons why I like you - I just do! What's happened before - it doesn't matter. You weren't an orphan because you weren't worth loving. You were an orphan because of bad luck - that's all. You don't ever need to worry about that, Kit. Do you understand what I'm saying?"

He looked down, embarrassed. "Yeah. Thanks Becky." he said, finally peeking over at her with a sheepish grin. It was amazing - she's seen through him as if he were a plane of glass. That sort of thing seemed to be happening to him more and more lately. "So..." he was ready to change the subject. "What are your folks like?"

She smiled. "What a question! Where to begin? Let's see - my father runs Cunningham Holdings, it's a finance company. He's run that company for over thirty years, almost since I was born. My mother - well, she's an interesting lady, Kit. She doesn't like to draw attention to herself, but she's an interesting lady."

"Did you always live in Winger City?"

"Pretty much. I was born in Cape Suzette, actually. But my parents moved to Winger City when I was only a year old. My father started the company not long after."

Kit smiled. "Did you like Winger City? I went to a lot of places, while I was - traveling - but I've never been there."

She grinned. "I have good memories. It's a nice place, but very different from Cape Suzette. It has four seasons, you know, snow in winter, hot in the summer. I went to school there, college...I went to Hartmouth University, studied business management. It's a nice town, but from the first time I went back to Cape Suzette, I knew _that_ was home - I just fell in love with it."

"I know what you mean!" the cub said, smiling dreamily. "When did you leave Winger City? What made you decide to go?"

"Oh my." she said, furrowing her brow. "That's a complicated story...."

"Uh, Baloo, tell me again why ya wanted me to come on this delivery, man?" Wildcat said, sticking his head through the doorway to the cockpit.

"Like I tol' ya - I _need_ you to help keep Olly-may under ontrol-kay!" the pilot said, annoyed. Where _was_ that girl, anyway?

"Oh yeah, right. Olly-may, uh-huh. Baloo?"

"Yeah Wildcat?"

"What?"

Baloo shook his head. "Never mind, Wildcat! Just see what Molly's up to, wiillya? I'm tryin' ta _fly_ here - it's hard enough without my navigator!"

"Look Baloo! I'm a seal!" the yellow cub mumbled, sliding into the cabin on all fours, one of the fresh tuna for the Wasabia delivery in her mouth.

"What the - Wildcat!"

"Yeah, man?"

"Get that fish outta her mouth! You don't know where it's been!"

"Oh, sure I do, like. it's been swimmin' waaaaay down in the ocean, glub glub, and then it was in a net, and then it came up to the surface and it was in a box, and now it's in Molly's mouth, man!"

"Never mind - just get that fish outta her mouth and find something harmless for her to play with! Now!"

"OK, Baloo. C'mon Molly, Uncle Wildcat'll show ya how an acetylene torch works." the mechanic said, tugging the fish out of the cub's mouth and leading her back into the hold.

Baloo breathed a sigh of relief. "A moment's peace at last...." he muttered. "Easier to deal with Karnage than that little devil back there....Well, Wildcat should keep her busy, he's - WILDCAT!"

Kit stared sidelong at Rebecca, wondering if he'd intruded in an area he shouldn't have. He was hardly one to talk - he'd hadn't exactly been forthcoming about everything in his past. He gently clasped her paw. "I'm sorry, Becky - I didn't mean to - if you don't-"

She laughed, a little bitterly he thought. "No, Honey, that's OK. I don't mind talking about it - I love my parents...it's just that I hardly know where to start."

"Start at the beginning!" he said, smiling helpfully.

"All right. It's just - well, I don't want to sound ungrateful. Considering what you've gone through.....My parents gave me a good home, a good education. I never lacked for anything, when I was growing up. I had nice clothes, always food on the table, plenty of toys. I went to private schools...Everything was very ....comfortable."

"I bet you were a good student, huh?" the boy said with a grin.

She looked slyly at him. "All right, smart-guy. I was. I worked hard...I got good grades, and I could go to just about any college I wanted. My father felt that Hartmouth would give me the best business education, and my father always got what he wanted. So I went to Hartmouth, and I liked it fine - it was a little stuffy, but the professors all had some sort of award or honor, and they really knew what they were teaching - when they actually showed up to teach the classes themselves, which wasn't all that often.

So I graduated from Hartmouth, with a Masters, and I went to work for my Dad. And I liked it - I'd been involved in the business since I was a little girl - even littler than you!" She tweaked the boy's nose gently, prompting a giggle. "My dad always thought I should enter the business someday, but my Mother was against it, at least sometimes she was. She's from a time when women didn't do that sort of thing, you know. So are we I suppose.....But Dad always got what he wanted....

So anyway, I worked for the business for a long time, and it was fine. Daddy pretty much made all the hard decisions himself. He still does. After a while I met David, he was my husband...."

Kit had never heard Rebecca mention her husband - Molly's father - before, and involuntarily looked sharply over at her, for a moment. He turned away. "You don't hafta tell me about him, if you don't want to.."

She smiled. "That's all right, Kit. We've all had our pain to deal with, and it landed us where we are, which is a pretty good place. So nothing happened for nothing - do you understand?" He nodded. "David Skiler......David worked in the Marketing department at the company, and I spent some time there. We were in love, Kit - it's a wonderful feeling! I know you'll experience it someday - I really envy you - the first time you're in love is the best." She wrapped an arm around his shoulder and squeezed fondly. He returned the favor.

"Anyway - we got married, just about a year after we met. Molly was born a little more than a year after that. And David died about two years after that. Not a very exciting story, I'm afraid."

Kit looked down at the floor. "I'm sorry, Miz Cunningham."

"Me too Kit." she smiled sadly. "But it happened. What's done is done. So I stayed around for a couple more years, after that, working part time. Of course, Dad was very understanding, what with me being a single mother, about my schedule, and the like. But I felt it was time for a change. Winger City _was_ David to me, and that was a part of it....

But there was something else, too. Dad's business was just that - Dad's business. You'll understand this someday, Kit - maybe you'll feel this way about Higher for Hire, who knows? I wanted something of my own. Everything in my life had been my Dad's - the schools, the job, he even bought David and I our first house. I wanted to make my mark - to do something that was _mine_ and not his. I wanted to _build_ something, not just maintain it.

So I took some time, and I travelled a little, and I thought about Cape Suzette, where I'd been born. Like I said, as soon as I was back I loved it - I knew this was where I wanted to be. I had some money saved, and I looked for an opportunity, and as much as I hate to say it, Baloo's Air Service was a perfect opportunity! I'm sorry, Kit-"

The cub laughed. "You forget - I saw it before you got there! I know what it was like. Baloo's no businessman, I know. But he doesn't care, really."

She chuckled. "You're right - he cares about flying, sleeping, and - something else - but not about business. But he's a good friend....So, that's really about it, I guess. Does that answer your question?"

He grinned at her. "It sure does. I'm really sorry about David - your husband. I'm sorry Molly doesn't have a Dad. But I'm glad we all have each other."

"Me too Kit." she replied, giving the cub a hug, which the two bears held for a long moment. "And I hope there's no more nonsense about being nervous to talk to me! You tell me anything, ask me anything you want. Understand?"

"Sure!" he said, happily resting his head on her shoulder. "I understand everything."

"Look Baloo! I took alla the tools outta the toolbox and stacked 'em by color on the floor! Come look!" Molly exclaimed.

"That's great, Button-nose." Baloo answered, not wanting to see what his cargo hold must look like. Thank goodness the delivery was over, maybe once they were back on the ground he'd get some peace...."Where's Wildcat?"

"He's sleepin' in back. He's real tired fer some reason." The cub stood silently for a moment, then two. Baloo considered saying something but thought he'd best enjoy the break while he could. "Baloo! I'm bored! I need somethin' to play with."

"Where's Lucy, short stuff?", mind racing for ideas.

"Lucy's sleepin' too. I'm gonna see if I can find somethin' else to play with back there..."

"NO! Uh....Boy, there sure area lot o' _pirates_ in these waters, Molly. Wish I had Danger Woman up here to keep an eye out for 'em...."

"Pirates?" Molly said excitedly. "Danger Woman is on the job!" She leapt up into the navigator's seat. "But I don't have my official Danger Woman hat!"

Baloo looked around him desperately. Finally, he took off his own cap and placed it on the girl's head. "There ya go, Mol - er, Danger Woman. The pirates around here know Danger Woman, so she's gotta fly undercover - as a cargo pilot!"

"OH! Yeah - I'm undercover." the girl said proudly.

Baloo chuckled softly. Pretty clever! This parenting stuff wasn't so bad...

"Danger Woman switches on the official pirate detector!" Molly shouted, flicking a switch on the control panel.

"NO!!" Baloo exclaimed, flipping the switch back hurriedly. "That dumps our fuel, Molly! Don't touch that!"

"Who's Molly?" the cub said, in mock confusion. "Only Danger Woman up here....Boy, Baloo, you sure are breathin' hard - whassa matter?"

Baloo panted. That close to losing their fuel...."Nothing Mol- Danger Woman. Just something I ate...."

Kit, Rebecca and Rudder sat in the cab as it made it's way through the streets of downtown Winger City. "Thanks again for going to the museum with Kit, Mr. Rudder."

The pilot grinned. "No need to thank me, Miss Cunningham. I've got a day to kill here anyway, and I haven't been to the place in a couple of years. It'll be fun."

Rebecca looked over at the boy. "All right, then - you make sure you eat some lunch, young man, before you spend all day walking around that museum, OK?"

"Sure, Miz Cunningham." Kit replied with a sheepish grin.

"All right, have fun. I'll take our bags and put them in a locker at the convention center. I should be finished at the convention by six o'clock - as soon as you're done at the museum take a cab straight over there, and I'll meet you in the lobby. It's the Winger City Convention Center. You have the address?"

"Right here." he said, patting his pocket.

"Good. Then we'll head over to my parents house and have a nice dinner, and I can show you around a little. Mr. Rudder, we'll meet you at your plane tomorrow evening at three o'clock, all right?"

"Sure, Miss Cunningham, no problem." the pilot said amiably.

The driver pulled over to the curb. "Museum of Aviation, M'amm."

"Thank you. We'll be going on to the Convention Center in just a moment." She turned to Kit and opened her purse. "Have fun! Here's three dollars for some lunch-"

"Miz Cunningham, you-"

"Nonsense. Here's some money for the Museum Admission, and cab fare." she handed the cub some bills. "Oh, and here's another five - get yourself something nice from the gift shop." she said with a smile.

Kit looked at the wad of bills. "Becky, you don't hafta gimmee all this! I've got some money.."

She smiled and straightened his collar. "Don't be silly! I want to. You've come all this way, why shouldn't you enjoy yourself a little? Now - promise me - take a cab straight over to the Convention Center after the museum. And don't talk to strangers. Except the cab driver. And stay close to Mr. Rudder in the museum-"

He laughed sheepishly. She had never - _mothered_ him this way before! He was embarrassed, especially in front of Rudder, but he found that he really _liked_ it - a lot! "Don't worry, Miz Cunningham, I'll be fine. And thanks for the loot, I could buy myself a house with all this..."

She laughed and gave him a hug. "Watch your smart mouth! Have fun, and be careful - I'll see you at six!" With a wave, the boy and the pilot slipped out of the cab and the driver returned to the road.

She sat back, smiling. She had never _mothered_ the child that way before - he seemed so independent, but somehow, she felt as though he really craved that attention. She had the same sense that she'd had from that very first night, at Higher for Hire - that Kit desperately wanted to let someone else take care of him, but just couldn't force himself to admit it, not even to himself. She hoped she wasn't overstepping her bounds - but then, she was Kit's parent for the weekend, and Baloo would expect her to protect the cub, just as she would expect him to protect Molly...

She blocked that image out of her mind, remembering her promise to herself not to worry about that - she couldn't control it, and Baloo could handle things. She thought about Kit again, how good it felt to take care of him, like she was doing....and wondered if she was allowing herself to become too attached - he was someone else's son after all. Oh well, no point in worrying, she mused - he wasn't going anywhere and neither was she.....

"Rudder, look!" Kit said, pointing. He ran over to where a small single engine plane sat, surrounded by velvet ropes and metal stanchions.

Rudder walked over, grinning. "Spirit of East St. Louis! Charles Limburger's plane. What a pioneer he was, kid. Flew from Yorkton to Escally solo - clear across the Atlantic. That took some guts." He looked over at Kit - the boy was looking at the old plane with a sad expression on his face. 'Whassa matter, Kit?"

The cub smiled wistfully. "It kinda makes me think about my Mom, Rudder. That's a long story, like I told ya...but she was a surveyor, she flew a lot of long missions, all that stuff."

Rudder scratched his chin thoughtfully. "Yeah, I was gonna ask you about that, son, only I wasn't sure if...y'know, you wanted to talk about it. What was her name, kid?"

"Angie. Angie Crosswhyte." the boy said, leaning over the ropes to get a closer look at the plane.

Rudder's jaw dropped. "Yer kiddin'! Yer Mom was Angie Crosswhyte?"

Kit looked over at him in surprise. "Yeah - why?"

Rudder laughed. "Jeez'n crow, Kit - I knew yer Mom! Angie used to fly outta San Flamingo, right? Hell, I been a pilot a long time, Kid, I been everywhere - I flew outta San Flamingo for a while in the 20's. Believe me, you saw a lady pilot in those days you didn't forget! Weren't too many of 'em. Hot damn! Angie Crosswhyte....that sure explains a lot, Kiddo!"

Kit was astonished. "What - what do you mean, 'explains a lot'?"

"Heck, kid - Angie was one o' the gutsiest pilots around. I didn't know 'er well, but I sure heard a lot about her. She and that partner o' hers, what was his name..."

"Harry McDowd."

"Yeah! McDowd. They took a lot o' long runs, tough jobs. They had a lot of respect in the business, Kit. You got that same moxie she had - ya had to get it from somewhere! You should be real proud, Kit."

The boy puffed his chest out, a little. "Yeah - I am. She was a real good pilot. I am proud."

Rudder shook his head. "Didn't even know she had a kid...like I said, I knew her mostly by reputation. Met her a few times though, nice gal. Pretty as a picture, too." Rudder clapped the cub on the shoulder. "Sorry, Kid - sorry you didn't get the chance to know her and all. But at least you know _about_ her now, huh? That's somethin'."

Kit started to walk over to the next exhibit. "Yeah, Rudder - that is something." He leaned in and started to read the plaque at the display. "Experimental design, Howard Huge, 1928, tri-wing passenger cruiser. Man, what a weird old coot this guy is! Baloo 'n me helped put 'im in jail...."

Rudder walked over and stood next to the boy, staring at the odd aircraft before them. "Thin line between genius and madness, kid, thin line..." They stood for a moment, and stared at the plane. "So, kid - this Rebecca Cunningham, she's a pretty special lady, huh?"

Kit smiled without looking over "She sure is, Rudder. I don't know where I'd be without her."

"I swear, Kid - you gotta be the luckiest boy in Usland - and it's either all good or all bad."

"Whaddaya mean, Rudder?" the cub said with a puzzled frown.

The black bear chuckled. "Ain't it obvious, kid? You lose yer parents, live in an orphanage, fly around with a bunch o homeless slobs like me....end up stuck with Karnage and his gang fer a year...pretty bad luck fer somebody so young, y'know?

Then, by chance, you run into Baloo, who not only teaches ya to fly but he'd also take a bullet for ya in a second, and vice-versa, I'm sure. Not only that, ya end up working fer a lady like Miss Cunningham, who's nuts about ya - and she even throws a little sister for ya into the bargain, an' if that weren't enough ya get yer own plane at the age o' thirteen! How do ya figure, Kit?"

Kit smiled a private smile. "If it weren't for the other stuff, Rudder, I wouldn't appreciate what I've got now. Everything happens for a reason. Somebody told me that once. Besides," he said, slapping the pilot on the arm, "There was some good times, too, before. It wasn't so bad."

"You wouldn't go back though, would ya Kid?" the pilot said with a wink.

Kit looked back at the Huge Tri-wing before them. "Naw - I'm no fool, Rudder."

Rudder smiled sadly. "No, Kit - yer no fool."

Baloo could hear someone calling his name, but who? And why? He was sleeping so peacefully, it was so beautiful here, he was surrounded by acres and acres of sweet smelling donuts and cakes, growing on trees...and hammocks hung from all of the branches. It was heaven.

"Ba-LOO!"

He stirred, at last. The voice was right next to his ear...What was wrong with Kit's voice? He turned, and saw Molly standing next to his easy chair, tugging on his sleeve. "Whasa - Oh....What's wrong, Button-nose?"

"Mommy's on the phone." she said, pointing to the receiver on the desk.

"Oh, okay short stuff..." he stumbled out of the chair and over to the phone.

"She wants ta know why _I_ answered!" the cub said from behind him.

"Hello? Oh, Hi Becky." he mumbled into the mouthpiece.

"I washed all yer shoes for you, Baloo!" Molly called cheerfully. The pilot groaned quietly.

"What did she say, Baloo?" Rebecca's voice said sharply across the line.

"She, uh, said she watched the news, Becky. She means she was lookin' at the newspaper, I guess."

"Baloo, have you been asleep? If you took a nap and left her unsupervised-"

"I ain't been sleepin'!" he lied. He'd started out trying to get Molly to take _her_... nap, but that hadn't worked out so well..... "Don't you worry yer pretty little head, Beckers. Ol' Baloo's got ever'thin under control....Molly!" The girl was trying to reach the cookie jar atop the Kitchen cabinet. She giggled and ran upstairs.

"How did the delivery go, Baloo? Did Molly behave herself on the plane?" Rebecca asked warily.

"Yeah, great!" he said, casting a nervous eye upstairs. "I brought Wildcat along to play with her, an' ever'thin was fine. Delivered right on time." Time to change the subject. "How's the convention? How's L'il Britches?"

"Oh, fine. The convention's a little boring, like they always are, but we've signed up a few new clients already...Kit's at the museum, he's meeting me here and we're going over to my parents."

"Ba-LOO!" Molly cried from upstairs.

"Uh, I gotta go, Beckers. I, uh....need to tell Wildcat what color I want the carburetors painted. Everythin's fine, don't worry."

"But Baloo - make sure you get Molly to her recital on time, and don't forget-"

"Ba-LOOOO!" the cub wailed again.

"Sorry, Becky - gotta fly, you know how Wildcat hates ta waste time! Bye!" He clicked the phone down and dashed upstairs, expecting the worst. "Whassa matter, kiddo?" he gasped breathlessly, dashing into the bedroom.

The cub held up her costume. "One of the eyes fell off my swan mask! I can't be a one-eyed swan! You gotta fix it!"

Baloo sat on the bed wearily. There _had_ to be a needle and thread around here somewhere....

Rebecca Cunningham sat on the couch in the lobby of the convention center, looking over the three contracts she held in her hands and occasionally looking up for Kit. Three contracts - at least the trip hadn't been a total financial loss. Networking was one thing, but cold hard contracts were what made a business profitable.

She glanced over at her watch - 6:05. She began to worry, a little. Winger City was a big town, it was getting dark. Maybe she shouldn't have let Kit take a cab over here by himself - the boy was only thirteen after all! She should have known better, it was almost like something Baloo would have done. But she was being silly, he could take care of himself.....

To her relief, Kit appeared in the doorway, carrying a small bag from the museum gift shop. He looked around for her, and finally spotted her as she stood and waved. He smiled a greeting and walked over as she started for the doors, carrying her suitcase and his duffel bag.

"Hi Miz Cunningham!" he grinned at her. "Lemme take that suitcase." he grabbed the larger bag from her and grunted as he carried it towards the doors. "Did you have fun at the convention?"

She laughed ruefully. "Not much! You don't go to these things for excitement, Kit - but I got three signed delivery contracts."

"That's great, Miz Cunningham! Congratulations!" he said, as they stepped out into the evening.

Even through her jacket Rebecca could feel a chill. She set Kit's knapsack down and reached into it, pulling out his flight jacket and scarf. "Hold your arms out." she commanded. He complied, and she slipped the jacket on him and looped the scarf around his neck.

"Thanks." he said, smiling shyly.

"Wouldn't want my flight crew to get chilly." she answered, expertly holding two fingers out and signalling for a cab. "Did you and Rudder have fun at the museum?" With a downward flick of the wrist, she signalled, and a cab stopped as if remotely controlled. They slipped into the back seat. "2215 Magnolia Terrace, please." she said to the driver, a ferret in a dingy brown cap.

"Yeah, it was great!" the boy replied. "We saw some amazing planes, even some that Howard Huge designed - he really was an amazing designer, before he went nuts. And guess what?"

"What?"

"Rudder knew my mother! He said that they used to fly out of San Flamingo, and he met her a few times. He said she was real well-respected among the pilots, that she an' Harry used to fly some really tough runs, an' stuff. Isn't that amazing?"

"It sure is. It's a small world, the aviation business. I'm only now beginning to realize that." She gestured at the small bag the boy was holding. "What did you get? Let's see!"

"OK." the cub said, reaching into the bag. He pulled out a small metal model of the Kitty Hawk Kids' original plane.

"Kit - that's very nice. But surely it didn't cost five dollars? You could have-"

"Naw, it was only a couple bucks." he shrugged. "Here, I have something to give you..."

"No, I don't want the change, Kit - if you didn't spend all of it that's fine...."

The cub reached into the bag again and pulled out a small box. "Here - this is for you." he said with an embarrassed grin, and looked away.

She stared at the box. "Kit! What is this?"

He looked out the window. "Oh, y'know...You've been so nice, takin' me on this trip, an' everything. I just wanted to get it for you...."

"What is it?"

"Open it!" he said excitedly, peeking over at her, biting his lower lip.

Carefully she removed the ribbon and opened the box. Inside were a pair of earrings, in the shape of snowflakes. "Kit!"

"Do-do you like 'em?" he asked nervously.

"Kit, I....You didn't get these at the museum, did you?"

"Naw, there's a little jewelry shop next door-"

"Are these sterling silver?" she gasped.

"Um, yeah. D'you like 'em?"

She was almost speechless. "Kit! They're....they're absolutely beautiful! But - why? These must have cost more than five dollars-"

"I remember you sayin' you were homesick for the snow, you know, cause in Cape Suzette it never snows. Well, hardly ever. An' I know this is yer home, and you haven't been back for a while, so I thought you might be thinkin' about it more, this winter. I just figured it would be nice, if, you know, you got homesick you could put them on, and there'd at least be a little bit of snow, like home."

She held them in her hand for a moment, silently. "Kit, I think this is one of the most thoughtful gifts I've ever gotten. I don't know what to say..."

"You don't hafta say anything!" he grinned at her.

Laughing, she slipped the earrings on. "How do I look?" she asked the boy with a smile.

"Beautiful! So you like 'em?"

She laughed again and pulled Kit into a hug. "I love them. Thank you. It's the sweetest thing anybody's done for me in a long, long time. You surprise me Kit, every day. You're really something."

"Thanks." he said with a sheepish grin.

"Here we are, M'amm. 2215 Magnolia." the driver said, as they pulled up outside a large two-story house on a tree-shaded street.

"Here we are." Rebecca echoed in a quiet voice.

Night slowly fell across Usland as the November sky began to darken, from east to west. In Winger City, A pilot, a black bear in a brown flight jacket, sat in the cockpit of his white seaplane, docked at the harbor downtown, eating from a tin can and leafing through a newspaper. A few miles away two brown bears, a woman in her mid 30's and a young cub in his early teens, stepped out of a taxicab and looked up at a large, tasteful two story house. The cab pulled away from the curb and sped off, and the two bears walked up the winding path towards the front door.

Eight hundred miles to the southwest, another cab plied the streets of Cape Suzette, a large grey bear and a small yellow bearcub sharing the back seat. "Looks like that eye's stayin' on real good, Molly." Baloo said to the cub, who sat next to him in the back seat of the cab. She held her swan mask in her lap and was staring at it critically.

"You got thread all over the eyeball!" she said in horror. "It looks like I'm winking!"

He grabbed the mask from her, several band-aids on his fingers. "Hey - that's even better! You'll be the only swan on the whole lake who looks like she get's the joke!"

"Huh?"

He shook his head. "Never mind, button-nose. sorry - ol' Baloo's a pilot, not a seamstress. I wouldn't know a cross-stitch from an ostrich. I did the best I could, kiddo."

"Aw, that's OK, I guess." she muttered. "It's no big deal. I don't really like ballet dancing anyways."

"You don't?" the pilot asked, surprised. "Why not?"

"It's stupid! Everybody jumpin' around, and nobody knows why! When I'm pretendin' by myself I always know what's goin' on. All the kids jump around the stage and pretend they know why, but they don't! It's silly!"

Baloo laughed. "Yer a killer, Button-nose! I thought I was the only person who didn't get that high-falootin' stuff. Does yer Mama know ya don't like ballet dancin'?"

The girl frowned. "I wouldn't tell Mommy. She thinks I love it - but that's because she loves it. I don't wanna hurt her feelings."

Baloo draped an arm over her shoulder and squeezed her close. "That's real nice of ya, Short stuff. But believe me, yer gonna tell 'er sooner or later....."

"Did you ever ballet dance when you were little, Baloo?"

The bear laughed. "I dunno if I was ever that little, Molly! I think I'da broke the stage. Looks like we're here."

Molly grabbed her mask and slipped out of the cab. "Don't tell Mommy what I said, OK Baloo? She was a dancer when she was little and she thinks it's real important."

"Yer secret is safe with me, Swanny." he said, paying the cabbie. "But ever' time I look up there and see that swan winkin' at me, I'm gonna now exactly what it means now! Gonna be hard not to laugh...."

"That was absolutely delicious, Mom." Rebecca said, daintily dabbing at her face with her napkin. The four bears sat at the large oval dining room table in the Cunningham's formal dining room.

"Yes, thank you Mrs. Cunningham. It was delicious." Kit said, shuffling nervously. It was no lie - the woman was a terrific cook, and it had made a nice change from the somewhat pedestrian fare he was used to at home with Baloo.

Kayla Cunningham smiled at the boy. "You're very kind to say so, Kit. It's nice having young people in the house again. It's an awfully big place for just us two old folks."

"Mother!" Rebecca said with a shake of the head.

"Well, what Rebecca? It's true." the woman said with a frown.

"Mother - you're not old. Please!", Rebecca answered with a dismissive wave.

Gregory laughed and poked Kit gently with his elbow. "Don't mind them, young man. Get the two of them together and it's like this constantly!"

"Don't fill the boy's head with nonsense, Greg!" his wife admonished. Kit and Rebecca shared a quick smile across the table.

The big brown bear chuckled. "So Kit - Rebecca tells us you're a pilot's son, hey?"

Kit grinned. "Yes, sir. My Mother was a pilot, and Baloo - he's my father - is a pilot too. He's teaching me how to fly right now."

"Is that a fact? Well, take my advice, young man - flying may be fun, but you get yourself an education. If you like the aviation game become a designer - that's where the money is. Pilots don't get rich, Kit."

"Daddy! You're insulting him!" Rebecca gasped.

"It's OK, Miz Cunningham, I'm not-"

Gregory held out his hands. "I'm not trying to insult anyone. Just giving the lad some free advice is all."

"Free advice is worth what you pay for it." Rebecca muttered. Kit suppressed a giggle. Rebecca had the ability to seem like she was in charge of the room, no matter who else was there, but things were different here. It was another side to her he'd never seen before.

"Perhaps Kit would like to take a swim in the pool - would you like that, young man?" Rebecca's mother asked.

"Yes, please." he grinned at her. He found himself liking this quiet woman very much.

"Mother - you're supposed to wait an hour after eating to go swimming-"

"Oh, Becky! Old wives tales, that's all.....How often does the boy get to swim at home? We have that beautiful pool and we hardly ever use it, Lord knows. Come on, Kit, I'll show you where everything is."

She got up and grabbed Kit's hand, leafing him out of the dining room and down a large hallway, the walls lined with expensive looking artwork. "So, young man - how long has your father worked for my daughter?"

"Since the first day she bought Higher for Hire, M'amm. I actually work for her too - I'm Baloo's navigator." Kit had the sense that Rebecca's mother was gently trying to get him out of the way so that the Cunninghams could have some alone time with their daughter, but he didn't mind. He could hardly begrudge them that.

The woman squeezed his paw. "Call me Kayla, young man. You're his navigator, eh? Don't know much about airplanes, but I'm sure it's fine work. I can tell you my daughter is very fond of you." She led him through a door and into a stunningly large room, a rectangular swimming pool glimmering under the lights in the center, perhaps forty feet long and twenty wide.

"Wow!" he breathed.

She smiled. "This is our little pool. Your room is right across the hall there, I've put your bag on your bed. You see that little door?" she asked, pointing to a portal behind the pool. "That's the changing room, there are towels in there. Have fun!" She squeezed his hand and headed back the way she'd come.

Kit looked around him. He'd had some idea that Rebecca's parents were comfortable financially, certainly - but this was a little more than he'd expected. There must be a lot of interesting stories in this house, he thought to himself, as he crossed the hall to grab his bathing suit.

Molly tromped about the stage, trying to remember where she was supposed to be, and why. It all made no sense, anyway - what did a swan care about any of this stuff? And _she'd_ never seen a swan dancing, that was for sure.....

She looked out at the audience -tired looking adults in suits and evening dresses, some with awkward smiles, some moving their lips, as if trying to silently communicate instructions to their children on stage. To her horror, she saw that Baloo had dozed off, his head lolling onto the shoulder of a giraffe seated next to him who looked most displeased with the arrangement. She frowned. If she was gonna have to go through this, _Baloo_ sure was! "Ba-loo!" she shouted, temporarily stopping the pianist in her playing, and bringing a gasp and then a few giggles from the audience.

Baloo stirred, shook his head in disorientation momentarily, then looked up at the stage and started clapping. Upon realizing no one else was joining him, he stopped in mid-clap and slunk down in his seat.

Molly smiled slightly and resumed jumping around the stage. The pianist started playing and the other dancers resumed their aimless meanderings. She'd get some Frosty Pep out of Baloo for that little slip-up, that was for sure!

Rebecca and her father sat on the sofa in the Cunningham's luxurious living room, as her mother brought in a tray with three cups of coffee. "I wish you'd let me help you with that, Mother." Rebecca admonished the older woman.

"Nonsense. Your first time back here in two years and you want to be a kitchen slave?"

"Mother!" the younger woman sighed, shaking her head.

Her father took a sip of coffee. "We haven't seen you in such a long time, Cupcake. Why haven't you been back to visit?"

Rebecca shuffled nervously on the sofa. "You know how it is Dad - starting a business, having a small child. It just seems to take up all of my time. I haven't really had a vacation in two years. And you're so far away, and Molly's school-"

"It's too bad we didn't get a chance to see our Granddaughter." her Mother said sadly.

"I know Mom. You could always come to Cape Suzette you know! It's just that this recital is important, you know how she loves ballet."

Kayla laughed. "_You_ certainly did! I never had much use for it myself."

Rebecca's jaw dropped. "Mother! You always told me you loved the ballet!"

The older woman laughed. "I know, dear, but that was just to spare your feelings. You seemed to take to it so, I didn't want to say anything...."

I can't believe it!" Rebecca said, shaking her head. "I can't believe you faked it all that time for me."

Her father chuckled. "Women! I'll never understand these little games between you - if I've got something to say, I say it!"

"Please!" his wife grumbled.

"Yes - well....How is your little business, Cupcake? Are you managing all right? You know if you ever need any money you can always-"

"My 'little business' is doing very well, Daddy! We don't need any help, thank you. It's a competitive market, but we do all right. We've been expanding our customer base every month, and we're getting more repeat business than ever. I've got a terrific staff."

"That's my girl When there's a job to be done, she'll step up and do it. So how many employees do you have, Cupcake?"

"Well - Just the three. There's Wildcat, he's our mechanic. Kit, of course, you met...he's the navigator. And Baloo is my pilot. I took over the business from him. He's a terrific pilot, but a terrible manager. He tries my patience but he's as good an aviator as there is. We're small but in a few years, when Kit gets his licence, we'll be able to expand to a two plane operation."

The brown bear frowned. "A few years? That sounds like pretty slow expansion to me."

"We're profitable, Daddy - and believe me it wasn't easy to get to that."

"Are you really happy, Rebecca? Is this what you want - a ramshackle cargo business? Is that how I raised you?"

"Greg!" his wife scolded him.

"It's all right, Mother." Rebecca said, keeping her anger out of her voice. "We've had this talk before. I'm very happy, Dad. We're small but that's fine - we're growing. It's a family business - we take care of each other." The brown bear said nothing.

"Rebecca, Dear - " her mother said delicately, "just what is the nature of your relationship with this pilot, Baloo? It does seem a little odd, bringing his son with you on this trip-"

Rebecca laughed. "Don't worry, Mother! Baloo and I are friends, but that's all. Like I said, we're a small business but we take care of each other."

"So tell me about Kit. He seems very nice!" she smiled

She sipped her coffee and sat back. "Oh, Mother. What can I tell you....He's a very sweet young man. You see these earrings? He bought these for me, today, with the money I gave him to buy a souvenir at the museum gift shop, plus a fair bit more, I expect. That's the kind of kid he is."

"Does he have a mother at home? Your pilot isn't married, I take it?" Gregory rumbled.

"No, Dad. That's a complicated story. Baloo isn't Kit's birth father - he adopted him just a little while ago. His mother died when he was two, and his father even before that."

"Oh, how sad!" Kayla whispered. "The poor boy. No child should have to go through that."

"No, they shouldn't Mother. But you should see it when Kit and Baloo are together. They have a wonderful rapport. It's amazing how much Baloo has changed since he met Kit. He's grown up so much...he almost has the maturity level of a teenager now! No, Kit's lucky - those two love each other like crazy. He still has some problems, of course."

"What sort of problems?" she asked.

Rebecca frowned. "Well - it's odd, Mother. Kit more or less took care of himself, for a couple of years. I don't know all of those details, and Kit isn't quite ready to share them with us, yet...But the thing is, he's been taking care of himself for so long that he's quite good at it now. But of course, he's never had anyone else there for him, until now. He's thirteen - just coming to the age where most kids naturally want to start to look after themselves. Only with Kit, he's just now in a position to let somebody else take care of him, for the first time. I think he's confused, Mother - part of him wants to let us - Baloo - look after him, and the other part thinks he can do a better job making decisions about his life than anyone else. I just don't know what to do for him, I think he's really a divided person, it's very sad...."

"He seems very attached to you." Kayla said, smiling

"So howz that Frosty Pep, Molly?" Baloo asked cheerfully, between bites of his triple-chocolate fudge sundae as they sat in the booth at the ice cream parlor.

"It's good."

"Boy, I really enjoyed yer recital, Button-nose -it was just great-"

"You fell asleep!" she said accusingly, around a mouthful of ice cream, bananas and whipped cream.

He coughed guiltily. "You - ah - saw that, huh? Guess I can't put anythin' over on the Cunningham gals. Sorry about that, Pumpkin - but ya said yerself, all that jumpin' and slidin' around - I can't make heads or tails outta any of it! Sooner watch paint dry...Sorry, kid!"

"That's OK." she said grudgingly. "You tried. It was nice not to have Mommy screaming and cheering all the way through it anyways."

Baloo chuckled. "She does that, huh? Can't says I'm surprised. She means well, Pigtails."

"I know. But it just seems like I'm always doin' stuff that Mommy wants me to do and never stuff that I wants to do!" the little girl said with an ice cream encrusted frown.

"That's bein' a kid, kid! Just what _do_ you want to do, anyways?"

"I wanna play baseball!" she said. "Girls can play baseball too, ya know! I'm better than any of the boys in my class, 'cept Mervyn Kimble, an' he's weird, 'cause he shaves and he's only six!"

Baloo laughed. "Always one in every class, Molly." The sat silently for while, eating their ice cream.

Kit lay back, floating in the pool, staring up at the ornate lighting fixtures above him. It was amazing, he reflected, that Becky and he could have come from such radically different backgrounds, and yet ended up in the same place, at Higher for Hire. This lifestyle was almost unimaginably strange to him.

He dove down under the surface of the pool, holding his breath, and swam under water. He loved the water - it was almost like flying, swimming suspended like this. Almost like how the birds must feel. Weightless and free. He swam for a moment and then surfaced, taking a deep breath.

He pulled himself out of the pool and grabbed the towel. He looked at his watch - twenty minutes had passed. He hoped that was enough time for the Cunninghams. He slipped into the changing room and dried off. Looking around, he saw a small hamper, where he tossed the towel. He changed back into his shirt and sweater and left the pool area. His hair was still wet, so he decided not to wear his cap. He popped into his guest room tossed it onto the bed.

He emerged into the hallway and retraced his steps back to the dining room. It was a good thing he was a navigator, he thought - it would be easy enough to get lost in this house! He found the dining room, but the Cunninghams were not there. He closed his eyes, trying to remember the way back to the living room.

Getting his bearings, he headed off down another hallway, and headed off in what he was sure was the right direction. Sure enough, he heard voices around a corner. Then he paused - he'd heard his name mentioned with the intense radar that all children seemed to possess for such

things. Feeling slightly ashamed of himself but unable to resist, he stopped to listen.

"He seems very attached to you," he heard Rebecca's mother say.

Rebecca laughed. "Maybe he is, Mother! As I said, he's a very sweet boy." Kit smiled.

"Perhaps it would be better if you kept a little distance, Rebecca - he's not _your_ son, after all." her father said. "You hardly need another child to worry about." Kit's heart fell a little.

"Perhaps, Daddy." His heart plummeted. "As I said, though, Higher for Hire is like a family, Dad. I don't know exactly how it all fits together, but I know this - he's a wonderful influence on Molly and he's good for the business. Besides, I'll take another child if it means a baby-sitter for Molly!" she chuckled.

"Still - to take the boy with you on a trip like this, as your Mother said..."

Rebecca laughed softly. "Oh, Daddy - I love him, what can I say? He's just a sweet person who doesn't understand everything that's happened to him and needs to be loved. I can't help myself. I know he's not my son but I love him anyway - he reminds me a lot of myself when I was his age. He's tough, resourceful. And as dearly as Baloo adores him he's not the best role model... It might not make perfect business sense but Higher for Hire isn't a perfect business. He needs me, Daddy, and it feels good to be there for him."

"It makes perfect sense to _me_, Dear." Rebecca's mother said.

Kit shrank back against the wall, taking in what he'd just heard. She really did love him! It was such a relief.... He felt like a million dollars, like dancing....but that would seem a little strange. He tiptoed back to the other end of the hall and turned, walking loudly back towards them, whistling and making as much noise as possible.

He turned the corner and walked into the living room. "Hey, Rebecca, Mr. and Mrs. Cunningham!"

"Hi, Kit" Rebecca smiled. "You seem chipper! Did you have a nice swim?" she slid over to make room on the couch between herself and her father.

He sat, dripping water onto the sofa from his still wet hair.. "Yes, thanks. It was terrific. Thank you for letting me use the pool - it was great!"

"Don't mention it young man." the Father boomed. "What's the point in having these things if you don't enjoy them?"

Mrs. Cunningham stood and grinned at him. "I'm glad you're enjoying our little house, Kit. I was saving dessert until you got back - I baked a nice chocolate sour cream cake this morning. Would you like a glass of milk, or some juice?"

Kit felt like celebrating. He looked over at Rebecca. "May I have a cup of coffee, please?"

"Coffee?" Kayla said, surprised.

Rebecca laughed. "Yeah - I told you he was grown-up for his age! I don't know where he picked up a taste for coffee. I suppose it's all right, this once. After being up at five o'clock this morning he'll sleep like a baby, anyway." she said fondly, ruffling his hair. Kit decided it was the wrong time to admit that it had been seeing her drink coffee that had made him want to try it in the first place.

Kayla smiled. "Well - three refills and a fourth cup of coffee, then. Er - cream and sugar?"

"Yes please, thank you, two lumps." Kit smiled at her.

"What an odd young man." she said softly, disappearing into the kitchen.

Baloo was, as a rule, a man who rarely had difficulty sleeping. If anything, he often had difficultly staying awake. Thus, given the somewhat harrowing and exhausting nature of his Saturday, he had wasted little time in falling asleep that night as soon as his head hit the pillow.

That made it that much more frustrating when, after seemingly only a few minutes of blessed rest, he was awakened by a tug on his nightshirt and a voice in his ear. "Baloo!" the high pitched voice whispered. He opened his eyes and saw Molly's face peering at him from his bedside.

No surprise - he'd had no reason to think this the day would give up without a fight. "Whassa matter, Molly? Uncle Baloo needs to sleep."

"I don't feel good, Baloo. Kin I sleep in yer bed?" the yellow cub moaned.

"What's wrong, Pigtails? Tummyache?"

"Naw - I miss home. I miss Mommy. Can I sleep in yer bed?"

Baloo sighed. He'd read something, somewhere, in one of those parenting books he'd surreptitiously scanned after Kit came into his life. This sort of thing wasn't supposed to be good, was it? "Does Becky let ya sleep in her bed, Button-nose?"

"Sometimes - but my Daddy used to, when he was alive." she said, fluttering her eyelashes.

Baloo knew when he was beaten. He scooted over. "Hop in, kid. But you know that cute act ain't gonna work forever, Pigtails."

"But it works now." she said a little smugly.

"If I roll over on ya I'll crush ya flatter'n a pancake!" Baloo mumbled sleepily.

"Naw - I'll jut scream real loud and wake ya up."

Baloo chuckled in spite of himself. He lay still for a moment, listening to Molly's slow breathing next to him. "Bet you miss yer Daddy, huh?" he asked gently, unsure why, but somehow needing to ask.

"Yeah, sometimes." Molly said wistfully.

"Do you - remember him much, button-nose?"

"Naw. I was only two when he died. I remember him a little - he used to toss me up in the air and catch me."

Baloo chuckled and put an arm around the girl. "Sorry about yer Daddy, pigtails. Must be tough."

Molly snuggled up against the big grey bear. "I used to miss him more." she said sleepily. "But it's a lot better now, 'cause you and Kit are here."

"Glad we could help." Baloo said quietly. He lay still for a moment, and the girl was soon asleep. His weariness soon overcame him and he joined her in slumber.

Kit lay in the dark, hands behind his head, staring up at the ceiling. He thought about what he'd overheard earlier, in the living room. It had been strange, to see Rebecca with her parents - it was strange to see anyone with their real parents, for him! He didn't really understand everything that was happening between them - clearly, she loved them, but there were more emotions running beneath the surface that he could almost grasp, and then they were gone. Her life and his had been so different - she was grappling with parents she'd had for thirty-five years (he guessed - Rebecca had never told him her age and he was far too much a gentleman to ask) and he had never really had parents at all. She had grown up in a life of luxury and comfort - he had grown up in orphanages - and worse. And yet they had wound up together and, somehow, they understood each other. Life was strange.

Perhaps it was the coffee, or the euphoria of his overheard conversation, but despite his weariness and the extremely comfortable bed he could not fall asleep. Sighing, he switched on the light and grabbed a copy of Flyboy Magazine that he'd thrown in his bag back home. After a moment of flipping through it he switched off the light and lay back in bed again, just as the door creaked open and Rebecca poked her head in. "Having trouble sleeping?" she whispered.

"Nah - just thinkin'." he said.

She slipped into the room and sat on the edge of the bed. "I knew I shouldn't have let you have that coffee! How's the room? Everything fine?" she asked with a smile.

"Yeah, it's great." he grinned, sliding up into a sitting position. "Your parents seem real nice."

She chuckled. "They're fine people. Don't let my father put you off - he's a good man. It's just...he has very firm opinions about things. About everything."

Kit wanted this moment to last forever. Something about this - lying in bed, in darkness, with sleep chasing him down. And Rebecca sitting with him, talking to him, in her gentle voice - it felt like something he had wanted, for his whole life - _needed_ for his whole life, since he'd been small. "He's fine." the boy said softly.

"What's with you?" she said quizzically. "You're all - moony! You're "thinkin'", huh? You think too much!"

Kit was embarrassed - he hoped she couldn't see the blush he felt on his cheeks. "I'm just - happy, that's all. I like meeting your folks, seeing your house...talking to you, like this. It's nice."

She smiled in the dark and patted his paw. "It is nice. I'm glad I'm home, but I'm also glad you're here with me. It's better. My parents are - well, I love my parents. They like you a lot, too. With good reason. Now go to sleep. You need to rest up just for brunch tomorrow. My Mother goes crazy, you won't believe it! Thank heavens Baloo isn't here or he'd gain fifty pounds!" She patted his paw again and squeezed it gently, then hesitated for a moment. Then she stood. "Good night! Sleep well, see you in the morning."

Kit knew what had happened - she'd been deciding whether or not to kiss him goodnight. "G'night!" he said smiling, hiding his disappointment. "Sleep tight." Rebecca slipped out and closed the door behind her. Kit tossed and turned for a few more moments, and finally succumbed to his exhaustion.

Gregory and Kayla Cunningham lay in bed, the large brown bear scanning a copy of the Winger City News disinterestedly. "Greg - I know you've decided, but-"

"There's no 'but' about it. This is for the best and you know it."

Kayla scowled. "I know no such thing. Rebecca seems like she's very happy where she is."

It was Gregory's turn to scowl. "Oh, Kayla! How could she be? Puttering along with a two-bit business, having to watch her pennies - how could she be? She's her father's daughter. She's just trying to be brave, so we won't worry."

"She's sunk a lot of time and effort into that 'two-bit' business as you call it. I'm not so sure she'll want to give it up that easily. And there's the personal attachment"

He laughed "Personal attachment? _We're_ her family, Kayla - this is where her personal attachment is."

She shook her head doubtfully. "She has a stubborn streak, that girl - she _is_ her father's daughter that way. Weren't you listening to her? There are all sorts of attachments, and not all of them are by blood. It isn't that simple."

"You said it, Kayla - it's time for me to step back, to slow down. Well, this is how I'm going to do it. She's a Cunningham. She has responsibilities."

"That poor little boy is going to be heartbroken." his wife said sadly. "It's obvious that he adores her."

Gregory frowned. "Well, I'm sorry about that - but he has a father, and he's not her responsibility - or ours. But I certainly can't discuss this with Rebecca if the boy's around. You'll have to get rid of him for a while, show him the horses, let him take a ride. That way I can talk to Rebecca alone."

Kayla rolled over in bed, away from him. "You're going to cause her a lot of pain, you know. You're going to cause all of us a lot of pain...."

Baloo finished his coffee and pushed his plate away, lightened of the burden of the dozen pancakes that had weighted it five minutes earlier. The waitress came by and refilled his cup. "What's the plan, sugar?" he asked Molly. "This is yer day - ol' Baloo's got no deliveries, and yer Mom an' Kit ain't due back 'til after dinnertime."

The little girl furrowed her brow, carefully considering the choice before her. "Anything I want?"

Baloo began to worry, a little. "Well - sure, Pigtails, but ol' Baloo's don't have much money, an' yer Mama didn't want me to fly anywheres...."

"You remember, yesterday, I said I was as good at baseball as any of the boys? Well - I kinda lied, sorta. I'm not too good - and...they don't let me play. Kin you take me to the park and teach me how?"

"Really? That's what you wanna do, Button-nose?", Baloo asked, surprised.

She smiled. "Weellll...yeah! It's not like I can ask Mommy to show me!"

Baloo chuckled. "Well, sure thing hotshot! Ol' Baloo's a crackerjack ballplayer. I'd be happy ta show ya a few pointers. Let's just head back to Higher for Hire and I'll get my stuff. Before we're done you'll be a reg'lar Lew Garrick!"

"Who's that?" she asked in awe.

"Who's that? Why, only the very best first baseman that ever played, or my name ain't Baloo! Yessir, I saw 'im play back in Yorkton once, years ago...."

Rebecca had not exaggerated - her Mother had, as was her habit when there were guests in the house, put out a lavish spread for Sunday brunch. Eggs, waffles, fresh fruit, ham....To this day Rebecca wasn't sure how she found the time for it all. She must get up at four in the morning, she thought to herself.

She pushed her chair back from the table, stuffed. Even Kit had eaten heartily, and Rebecca had always thought the boy was a bit of a light eater, always picking at his food. Not natural for a cub his age...But on this morning, he looked full and satisfied, and Kayla Cunningham looked quite pleased with herself. "Mom - as usual, that was superb. I don't know how you do it."

"Yeah, Mrs. Cunningham - that was great!" Kit said with a grin.

The black bear patted him on the shoulder. "I told you to call me Kayla, lad! And thank you. It's nice to have folks in the house again, to cook for."

Rebecca giggled. "You'd think I'd have picked up some of it, inherited it - but I can't even boil water!"

"That's not what David always said." Kayla said disapprovingly.

"David was my husband. He knew he had to face me - AND my cooking - at the end of the day. He was just playing it smart!" She winked at Kit.

"What a thing to say! Honestly..." her Mother reproached.

Gregory pushed his chair back from the table. "Perhaps Kit would like to see the stables, Kayla. Have you ever ridden a horse, young man?" Rebecca noticed her mother frown at his words.

"You have horses?" Kit asked wonderingly

Gregory chuckled. "Only two. Would you like to see them?"

"Sure! I mean, if it's no trouble...."

"It's no trouble." Kayla said with a weary smile. "Come on then, lad. I'll show you - we have two very nice Arabians, they always love guests." He stood and she grabbed his hand.

"Are you coming too, Becky?" Kit asked.

Rebecca caught a quick look from her father, who shook his head slightly. "No, I think I'll stay and chat with Dad for a while. Maybe I'll catch up to you in a bit. Have fun!"

"OK." he said, with what looked like a slightly worried smile. Kayla led him through the kitchen and out the back door.

Once they were gone, Rebecca turned to look at her father. She had thought this whole visit had gone too smoothly - now she was going to find out what the real cost was. There was always a toll to be paid...."OK, Daddy - you got Kit out of the way. What's up?"

He smiled and stood. "Let's go into the living room." She followed him in, noticing for the first time that he walked stiffly, more jerkily than she'd remembered. He had always been a man-mountain, to her - a huge, towering figure of strength, but he really was getting older now.

He sat on the couch and patted the seat next to him. She sat. "How are things, really? You can tell me."

"They're fine Dad, I told you. Business is good." Get to the point, old man, she thought to herself.

He frowned. "That's good, Pumpkin. You know, Rebecca, I've been running Cunningham Holdings for thirty-three years. Thirty-four in February."

"Yes, I know, Dad."

"Well, that's a long time. And I can't help but feel that it's time I stepped back, slowed down. Your Mother certainly thinks so. I'm not the man I was twenty years ago, Cupcake. Fourteen hour days take their toll now."

Was _that_ what this was about? Was he retiring? "Dad - I think she's right. You've accomplished so much. You deserve to enjoy it now."

He smiled grimly. "I know I haven't always been around as much...as much as I should. But business is business. I worked hard to earn all of this.." he gestured around the room, "And I don't regret a day. But we both knew, Pumpkin, that I'd have to step back eventually. And now it's time - I want you to take over as CEO of Cunningham Holdings."

Her jaw dropped. "What? Daddy, we've had this talk before. You know that's not-"

"Yes, yes." he interrupted. "Let's stop kidding ourselves, Rebecca. I didn't send you to Hartmouth Business to run a half-baked cargo firm in the middle of nowhere. The name on the company is Cunningham. You've always known it would be this way. It's how I've planned it since you were a little girl. You know you have the skills and the education. It's time to take your place where you belong."

She shook her head in frustration. "Dad - I belong in Cape Suzette, at Higher for Hire. I have responsibilities."

"Don't tell me about responsibilities, young lady!" he said with a touch of anger. "What about your family? Don't you have responsibilities to us? And what about Molly? Think of her, for once. Instead of living out in the styx, living from meal to meal, she could be here, getting the best education, the best training, and living in comfort."

Rebecca fought to keep her anger down. "Is that - is that what you think? That I can't provide a good home for my daughter on my own?"

He grabbed her gently by the shoulders. "No - of course not. That's not what I'm saying. I'm sure you provide her a very good home. But I worked for thirty years to build this business up, so it would provide for you, and your children! Of course, you'd immediately begin drawing the CEO salary, $100,000 a year, plus all the stocks, and other benefits. I've still got your old house, you know, you could move in there, until you decide to buy yourself a bigger place. Think of all that you can provide for Molly, that you can't provide for her now - not because you don't want to, or don't work hard enough, but just because you can't. Think of all the advantages you'll be giving her."

The brown bear took his daughter's chin in his hand, gently. "And Rebecca, think of me - it's my time to step back from the battle, to rest. I can't do that unless I know the company is in good hands, Cupcake. This is your legacy. You can't walk away from it."

Rebecca gently pushed his arm away and buried her face in her hands. "Daddy - surely there are people at the company now, people who have been there all along, are better qualified-"

He shook his head. "I don't want them, I want you. I want a Cunningham behind that desk. And I want you to have all of those advantages, those opportunities - I want them for you and Molly. You know it's the only proper thing to do."

She sighed and sat back on the sofa. Somehow, she had managed to convince herself that this day would never come - thought she'd convinced him that it wasn't what she wanted. But Gregory Cunningham was never convinced of anything he didn't convince himself of.

His arguments were compelling. How _could_ she, in good conscience, deprive Molly of the advantages she'd had as a child? What kind of mother would she be if she did? She sat back, looking at the ceiling for a long time, saying nothing. Her father left her to her musings, silently.

Finally, she turned and spoke. "I'll think about it, Daddy. It's a terrible decision you're forcing on me. Higher for Hire is everything to me, a home, a life.....I can't just walk away from that. I can't just walk away from...." she looked towards the kitchen and the back door. "I'll think about it Dad."

"Of course, Cupcake. I understand. It's a big decision-"

"You understand! How could you - a man who's always known exactly what he wanted, and always gotten it!" she said, smiling bitterly. She looked him in the eyes, a fierce expression on her face. "Listen to me, Dad - not a word about this to Kit, do you understand? I will not hurt that boy unnecessarily. He's going to be hurt enough as it is......Not a single word! Do you understand me?"

He was taken aback by her intensity. "Of course, of course, Cupcake. Not a word, I promise."

"He's already been hurt enough as it is....."

It was overcast and gray, with a few drops of rain spitting down, so Baloo and Molly had Cape Park pretty much to themselves. The pilot had recruited Wildcat to help out, and the three set up operations on one of the diamonds near the outskirts of the park.

"OK, Wildcat." Baloo told the mechanic, tossing him a glove and ball. "You pitch to her, OK? Nice and slow, underhanded. Got it?"

"OK, man, no problem. But, like, I'm really more of a curveball pitcher-"

Baloo handed Molly a bat. "This is Kit's bat, button-nose. It'll be a little too big for ya, but you just choke up on it like this...."

"Choke up?" the yellow cub asked, puzzled.

"Yeah, Mollycat - that's where the bat says "Help me! I can't breathe...." Wildcat offered.

"Please don't help me, Wildcat! No, Molly, that just means you grab the bat father up the handle, like this, so you get better control, see?" He showed her with his hands on the bat. He could see this was going to be difficult. He'd tried to teach Kit how to play, but the boy was so infernally dexterous that he was quickly outstripping the pilot in most aspects of the game.

"Got it!" Molly said enthusiastically, grabbing the bat.

Baloo stepped back a few paces. "OK now Molly - just keep yer eyes on the ball, swing nice an' easy, an' I'll check out yer technique. Wildcat - -give her a nice, slow pitch, OK?"

"Roger, Baloo." The mechanic looped a slow underhanded ball towards the girl. Her eyes got wide, then she shut them tightly and swung with all her might. She missed the ball by at least a foot, and the bat came flying out of her hands, striking the big grey bear cleanly on his ample stomach, prompting a loud "Oof!".

"Wha-how! Great contact, Mollycat!" Wildcat yelled.

Molly ran over to where Baloo sat huffing and puffing on the grass. "Baloo!" she squeaked. "Are you OK?"

"Anybody get the number on that bus?" the pilot wheezed. "Jeez, and I thought baseball wasn't a contact sport...." He reached for the bat and handed it to the girl. "Ok, Pigtails, it looks like we got a little work ta do. I think I may just do my work from a little farther away from now on....."

Kit and Rebecca sat in the back seat of the Cunningham's car - a large silver Callidac sedan with soft leather seats. Gregory had insisted on driving the two to the airfield, and he and Kayla sat up front.

Kit stole a quick glance over at Rebecca. She had been oddly silent, almost cold, since he'd returned, enthusiastic and bubbly, from his horseback ride with Mrs. Cunningham. He'd enjoyed the ride immensely, and also confirmed his earlier feelings that he liked Mrs. Cunningham, as well - even if he couldn't bring himself to call her Kayla. She had surprised him with the dexterity and skill she'd shown on horseback, appearing to lose twenty years as soon as she'd saddled up the black horse.

He had been happy then, but he was nervous and disquieted now. Rebecca clearly seemed upset about something. The fifteen minute ride to the airfield seemed to last an eternity, as none of the four bears in the car seemed interested in talking. Kit wasn't about to be the first. He slid down in his seat and looked out the window as they traversed the streets of Winger City.

They arrived at the airfield and Rudder was, of course, waiting. No doubt he'd slept in the plane, saving a few dollars by passing on a hotel. The bears said their good-byes. Mrs. Cunningham kissed Kit warmly on the cheek, and Mr. Cunningham shook his small paw in his fierce grip. Rebecca kissed her father on the cheek and said nothing, and then she and her mother had hugged for a long time, some unspoken message of solidarity passing between them. Rebecca whispered something in her mother's ear, the older woman nodded her head, and with a final wave he and Rebecca had boarded the Albatross and departed.

As they gained altitude and looped back over Winger City on a course for Cape Suzette, Rebecca continued her silence, staring out the window at the city receding beneath them. Kit sat, staring at his feet for a few moments, then finally turned to her and spoke. "Miz Cunningham?"

Startled out of her reverie by his voice, she turned and looked at him with a tired smile, waiting for him to continue.

What was wrong? Had he disappointed her somehow - by leaving her alone with her father? "Uh, I'm s-sorry, if-"

"Sorry?" she asked, puzzled.

"Yeah, if I did - something wrong, I'm really sorry! I didn't mean to-"

She laughed briefly, and to Kit's surprise grabbed his head gently in both paws and hugged it to her shoulder. "Kit - you didn't do anything wrong - I'm not mad at you! Why in the world would you think that?"

He shrugged. "I - I dunno, you just seemed...bothered, I thought maybe - I dunno. Are you OK?"

She leaned over against him. "It's not you, Kit. My father has a way of taking over and blowing your life out of the water. That's his way. Most of my visits have ended up like that - that's why I don't go back more often, I guess."

"Out of the water - what do you mean?"

She smiled sadly, and looked for a moment like she was going to answer. Instead, she reached over into her bag. "Here, I got these for you - I raided my parents' library while we were there." She handed him a small stack of records.

He looked at them and read the titles aloud. "Classical Masterpieces for the Trumpet... Concerto for Brass.....gee, thanks Miz Cunningham! What's the occasion?"

She smiled. "Nothing special. I just noticed that you seemed to be inspired in your playing by listening - so I thought I'd let you listen to some truly great music - stuff I loved, growing up. You're certainly not going to hear it by hanging around Baloo! It may not be boogie-woogie but if you give it a chance you may like it."

"Thanks!" he said again. Even this gift left him unsettled, somehow. He grabbed her hand. "Are you sure you're OK?"

She squeezed his paw. "I'm fine. Just "thinkin'" as you say! Just thinking....."

"Thanks very much, Mr. Rudder - I hope we can do business again sometime." Rebecca smiled, shaking the black bear's hand as she handed him a check.

Rudder grinned at her. "My pleasure, Miss Cunningham. I normally shy away from passenger runs, but the company was particularly good on this one. Smelled a heck of a lot better than most of my cargoes, too."

"Thanks - I think." she said, with an awkward smile. "Coming, Kit?"

"Gimmee a sec', I'll catch up." the cub said. He sat down in the co-pilot's seat. "Thanks a lot, Rudder - for everything. Hope we see you soon. Where you goin' from here?"

The pilot chuckled. "I dunno, kid. Got a cargo pick-up on Grimscape later in the week, then I drop it in Angel City. After that the calendar's open fer a while. I was thinkin' I might head over to Pazooza, see how ol' Chester's doin' fer a while."

Kit smiled. "That sounds like a good plan. Say Hi to him for me."

"Chester's been after me to settle in Pazooza, partner with him in his tour business. Ain't gettin' any younger, Kit. Still, settlin' in one spot - I dunno." He clasped the boy's shoulder. "You got a nice thing, here kiddo. Yer Miss Cunningham's a fine gal."

"Yeah - she's great...She sure seemed upset though, about somethin', all the way back. Guess it's no big deal."

Rudder chuckled. "Can't understand women, kid. Never could. You take care, Kit. I'll see ya on the other side o' the next flight."

"You too, Rudder. Don't be a stranger. Come back and see us sometime. Clear skies." The boy and the pilot shook hands and the Albatross taxied into open water and disappeared into the setting sun.

Kit walked into Higher for Hire, where Baloo and Becky were engaged in a heated debate about something. Big surprise. Baloo had band-aids on several fingers and a large one just above his right eye. Molly had apparently taken her toll. While the two adults argued, Molly spotted Kit enter and dashed over to him. "Hi, Kit!" she said enthusiastically.

"Hey, short-stuff." He grinned. "You and Papa Bear have fun?"

"Sure we did. He sure seemed tired alla time, though."

"I can't imagine why." The cub held out his fingers and looked at Baloo. "What happened there?"

"Needle. Sewing the eye back on my swan." the yellow cub replied.

Kit pointed at his eye. "And there?"

"Baseball bat. It slipped."

Kit chuckled. "Sounds about right." He ruffled Molly's hair and walked over to the adults.

"Baseball!" Miz Cunningham was shouting. "I can't believe you forced my daughter to play _baseball_ of all things!"

"Hey, Miz Stuck -Up - she _wanted_ to play!" the big grey bear said defensively.

"She could have gotten hurt!"

"SHE could have?" the pilot grumbled.

"I leave my little girl with you for two days and you turn her from a ballerina into a tomboy?" Rebecca fumed.

"Listen, Becky - lemmee tell ya about that ballet stuff-"

"Ba-LOO!" Molly shouted. The adults whirled to look at her, and she shook her head at Baloo.

"What's _that_ all about?" Rebecca said suspiciously.

The girl spoke up before Baloo could answer. "Nuthin', Mama. Ballet was great - Baloo even sewed up my costume for me! And I made 'im play baseball - he didn't even wanna. He did a real good job, Mommy."

"Wellll....." Rebecca said through slitted eyes.

Baloo appeared to notice Kit for the first time. He grabbed him and hugged him protectively. "Yeah, Becky - I'm the one who oughtta be worried. Kit's - impressionable. Who knows what kinda claptrap you was fillin' his head with as soon as my back was turned!"

"Hi, Baloo." Kit said ironically.

"Hah! What nonsense. Kit was exposed to a little culture, that's all. It'll do him good. He had a wonderful time, didn't you Kit?"

"Yeah, Baloo." the boy smiled. "We had a real nice time. It was great!"

"Watcha got there?" Baloo asked, grabbing the records under Kit's arm. "A-ha! Classical music. Just as I thought, Beckers! The minute L'il Britches is outta my sight yer pervertin' him with stuff like this!"

"Baloooo!" Kit said, exasperated.

Rebecca laughed. "I've had enough of this conversation for one night. Where's your stuff, Molly?" The girl pointed to her suitcase. Rebecca picked it up and started for the door, Molly in tow. "Thanks for taking care of Molly, Baloo, or whatever you call it. At least she's in one piece, so I shouldn't complain. Call a cab for me please. Remember, tomorrow's a work day - we've got deliveries! See you later." With that, she stormed out the door and was gone.

"Bye." Kit said softly.

"Baloo - that stop at Louie's made us late! Rebecca's gonna be mad!" Kit said, staring at his pocketwatch and shaking his head.

Baloo laughed. "I've heard that line before, L'il Britches! Hey - we dropped off our cargo, so what if we're a few minutes late? It's not like she's goin' anywhere!"

"But Baloo - we've got another drop today, remember? The shipment of tennis balls to Sawstralia? Becky said we had to drop 'em off tonight!"

"Oh yeah, that's right. Fergot about that. Well - we'll just have to come up with a good story, that's all. Howzabout we tell 'er that a flock o' gorilla birds came outta nowhere and stuffed up the engines with their tail feathers?"

"Last week." the boy replied glumly.

"Hmmm. Bunch o' Swizz army guys attacked us with Swizzle sticks?"

"Two weeks ago Tuesday." The cub sighed. "Why don't we just say we're sorry and take our lumps, Papa Bear?"

"Kid! Is that how I learned ya? Where's the fun in that?" Baloo scolded.

"I just don't think we should lie to her, that's all." Kit said softly, arms crossed.

Baloo looked over at him with concern. "Somethin's botherin' you, L'il Britches - what's up? Ever since you got back from Winger City you been actin' funny."

Kit looked out the window. "It's weird, Papa Bear - we had a real good time on that trip, and me and Miz Cunningham got along great, she was even - I dunno. And then, she started actin' weird, and ever since she's got back, she's been real, y'know, cold."

"How can ya tell?" Baloo grumbled.

"I'm serious! Somethin's wrong, Baloo. Somethin's really botherin' her. I think it has to do with her Dad, somehow. She needs us, Baloo - I just don't think we should be causin' her problems right now."

"Oh, that's blarney, Kiddo! Ol' Becky's grumpier'n a claustrophobic in a shoebox most o' the time anyways. Ain't nuthin' wrong with her, you're just imaginin' things."

"OK, love you too. Good-bye." Rebecca sat the phone down and glanced at her watch. The boys were late - somehow, she didn't mind so much today. She wasn't looking forward to seeing them at all. Thank goodness Molly was at ballet practice, that would be one less thing to deal with.

She sat at her desk, chin in hands, silently. After a few moments, Baloo stormed through the door, Kit a few feet behind him. "Sea turtles!" the pilot exclaimed with a flourish of his arms. "Millions of 'em! Becky, you shoulda seen it, it was horrible-"

"Never mind, Baloo. I don't care if you're late, it's not important."

Baloo stopped in his tracks. "Becky! You feelin' all right?"

She smiled wearily. "Yes, Baloo, I'm fine thank you. You boys sit down, there's something we need to talk about."

"Uh - what about our next delivery, Miz Cunningham?" Kit asked warily.

"It'll keep. What, it would kill the Sawstralians to wait a few hours to play tennis? Sit down, Kit, we need to talk." The bear and cub sat at the table, sharing a glance of puzzlement and, in Kit's case, a fair amount of worry.

Rebecca walked around from behind the desk and sat on top of it. "There's no easy way to say this - believe me, I've tried to think of one. So I'm just going to come right out with it. I'm leaving Higher for Hire."

Kit's jaw dropped, and he was speechless. "Huh?" Baloo bellowed. "What the blue blazes you talkin' about, Rebecca?"

Rebecca met Kit's eyes briefly, then she looked away. "Just what I said, Baloo. I'm leaving. My father wants me to take over as head of his company, and I told him yes."

"You're - leaving?" Kit said in disbelief.

She smiled weakly in his direction. "I'm afraid so, Sweetie. It's really the best thing for-"

"NO!" he shouted. "You can't just leave! What about - what about - " throwing his hands up in frustration he leapt up from the table and scurried up the stairs.

"Kit!" Rebecca called after him helplessly, but was greeted only by a slamming door in return. She shook her head sadly.

"What's this all about, Beckers?" Baloo said quietly, sitting beside her on the desk "This sure is sudden-like."

She looked at him. "My father runs a very big, very successful corporation, Baloo. It's too good an opportunity for me to pass up. The money will be terrific, Molly will get the best of everything. It's really the best thing for everyone."

Baloo shook his head sadly. "Well, of course it's no big deal to me, Becky, nosirree, no big deal at all, you know that - but Kit sure will miss ya, ya know."

"I know, Baloo" she sighed. I'll miss him - and you - too. But Kit's your son, Baloo, not mine. I have to decide based on what's best for my family."

Baloo was silent for a moment. "What about this-" he gestured around the office. "What happens to Higher for Hire?"

She wiped away a tear. "I'll list it for sale, I suppose. In the meantime you can run things, until I find a buyer. I don't suppose you've got the cash to buy the place yourself?"

Baloo laughed ruefully. "Ya even got to ask me that, Becky?"

She looked around. Every space, every chair, every dusty corner of the place was full of memories for her. "It's for the best, Baloo. I have to think of my family."

Kit sat n the bed, listening to Louis Legstrong on the gramophone, determined that he was not going to cry. He had no right to throw that at Becky right now - she had hard decisions of her own to make, and she'd made them. It was none of his business. Still....

"Kit, I consider you, among other things, to a very important part of the future of Higher for hire."

Kit gritted his teeth and closed his eyes. He had long ago learned that promises weren't always made to be kept. Things changed. That was how life worked. He'd gotten into trouble by being selfish before, and he wasn't about to again.

There was a knock on the door. He took a deep breath. "Come in!" he said in a loud, clear voice. Rebecca slid the door open and sat quietly on the bed next to him.

"Are you all right?"she asked him gently.

He forced himself to look at her and smile. "Yeah, I'm fine. I just - I was just a little surprised, that's all."

Kit - I meant everything I've said to you, I want you to know. I've really only just found out about this job-"

"I know."

She wiped away a tear. "This is the hardest thing I've ever had to do - harder than leaving home in the first place. But I really think it's for the best."

"So - when will you be leaving?" he asked quietly.

She sighed. "Next Wednesday. My father still has my old house in Winger City, so I won't have to look for a place."

"That's good." he said, looking fiercely at her. "I'll - miss you. But I hope you guys are really happy." He stood and walked around the bed and out the door. He slowly descended the stairs and looked at Baloo, who was staring back at him from Rebecca's desk with sad eyes. "We better get moving on that delivery, Papa Bear."

Baloo looked surprised. "Kid - I can take that myself, if ya want. You don't need-"

"I'm fine." he said, and smiled at the pilot. He picked up his jacket and headed for the door. "Meet you at the Duck." Baloo watched him go, then looked back, where Rebecca stood at the top of the stairs, staring at the door. Without a word Baloo grabbed his cap and followed Kit outside.

"Leaving?" Molly asked in disbelief.

Her mother continued to tuck her into bed and forced a smile to her face. The girl couldn't be expected to understand, at her age....."Yep - we're going back to Winger City, and we're going to live in our old house. Isn't that exciting?"

Molly was confused. "But - why? I thought _this_ was our home now!" she whimpered, tears starting to flow down her cheeks.

Rebecca fought back tears of her own and brushed Molly's away. "It was, Sweetie - but Grandma and Grampa want us to go back to live near them. Mommy's going to have a much better job, there will be a lot more money to buy things-"

"What about school?" the girl whimpered.

"You can go to Winger Academy - that's a terrific school, Molly - one of the best in the country. Mommy went there when she was a girl."

"What about Baloo and Kit? And Wildcat?" the yellow cub sobbed.

Rebecca hugged her daughter. "Well, they'll be fine, Molly. Baloo is Kit's Daddy now, remember? Maybe they can come and visit us sometimes. It'll be fun." This was not going as well as she'd hoped.

Molly was sobbing uncontrollably now. "B-b-b-but, I'll m-miss them! Baloo's like my Daddy! An' Kit wishes you were _his_ Mommy, too!"

"What? Did he say that, honey?" Rebecca whispered.

"No. But I know he does - I'm not stupid!" the cub growled through her tears.

Rebecca chuckled briefly at that, in spite of herself. She wiped away a tear of her own. "I know it's sad, honey - it's never easy to leave friends, and Baloo and Kit are very special friends. But you have to do what's best, even if it means saying goodbye. Mommy will be making a lot more money, you'll be going to a better school, and Grandma and Grandpa will be very happy. Do you understand?"

Molly choked back her sobs and controlled herself visibly. Rebecca was touched deeply by her efforts. "If it's what you wanna do, Mommy. I understand."

Rebecca frowned and put her arm around Molly's shoulder, leaning back on the bed. She kissed the cub on the head and sat in silence as the girl's crying slowly subsided. What a strange thing for the girl to say.

"But Baloo - "

"Aw, c'mon, Kit! You need a pick-me-up, an' I'm tellin' ya, this party at Louie's is gonna be great - food, fun, music. It's gonna be a blast!" Baloo said, draping an arm around Kit's shoulder as they sat at the table.

Kit shook his head. "Baloo - I've got like ten pages left on this report - and it's due tomorrow! I'm gonna get in trouble if I don't finish it!"

Baloo slapped the brown cub on the back. "Reports come and go, kiddo - but Louie's parties - now that's somethin' worth gettin' in trouble fer! We got no deliveries and the pizzas are gettin'

cold. Let's hit the Duck and scoot, L'il Britches! Heck, we can even take the Eagle if ya want!"

Rebecca watched the two of them arguing from across the room. She leaned forward and started to say something, then caught herself and sat back with a frown.

"Aw, Baloo! If I don't finish this..." the boy whimpered, wavering.

Baloo grinned. "Finish it later, kid! There's always time. Wouldn't a Krakatoa Special go down nice right about now, L'il Britches? All that ice cream, chocolate, whipped cream...."

"Well...." Kit said, licking his lips involuntarily. "I guess I could write it when we get back, if we get back early-"

"Hey!" Baloo laughed. "Ol' Baloo'll getcha back in plenty o' time! You know me - as soon as that clock strikes eight we'll be solid gone! Back in no time, ya kin write yer report then. I'll even help ya! Now c'mon, you don't want that party startin' without us , do ya?"

"I guess." Kit said, standing.

"Haha! Great! See ya later Beckers!" Baloo shouted, half carrying Kit with him out the door.

Rebecca watched them go, a deep frown on her face. It was really none of her business - Baloo could do what he wanted when it came to his own child. Still.....She shook the thought out of her mind and dialed her Father's office in Winger City. After a moment his secretary answered. "Gregory Cunningham, please. It's his daughter."

"Hello Cupcake!" her Father said jovially on the other end of the line.

"Hi Daddy. I just wanted to go over some of the details for next week. I'm coming in Wednesday. I need you or Mom to call the school and set up an appointment for Molly and me on Thursday."

"All right Dear, I'll have my secretary do it. Your house will be all ready. I picked out some beautiful new furniture - it should be delivered by then."

"Daddy - I have furniture, you know." Rebecca said, a trifle annoyed.

Her father laughed. "I know, Rebecca, but this will suit your new lifestyle a little better. I'm sure your things are very nice, but...."

"Never mind Dad, whatever. What about the office?" she said with a shake of the head.

"That's all done. I set you up in Don Trombley's old office. You'll love it - I had a new desk and a nice sofa put in, and you've got a terrific view too-"

"Don's office? But - well, I assumed...."

He laughed again, his big, rumbling chuckle. "Well, you know I'm still going to be spending a lot of time here, Dear. I'll need to work in this office when I come in. It's not like I'm abandoning the old place!"

"But Daddy, I-"

"Stop worrying about everything, Cupcake. I'm taking care of everything. Just leave all the details to me, you won't have to do a thing except move in. I'll take care of the rest. Don't worry your pretty little head about it."

She bit her lip in frustration. "You will, huh?"

"Boy oh boy, Honey - I can't tell you how long I've been looking forward to this. I'm been waiting for this day for a long time. I always knew you'd come to your senses. Once a Cunningham, always a Cunningham. It's a dream come true for me."

"It's a dream come true..." Suddenly she felt an urgent need to flee this conversation. "Listen Dad, I've got to run, OK? Lots of things to take care of on this end. My love to Mom, OK? Bye." She hung up the phone and pounded angrily on the desk. Out of control, this was all spinning out of control...and Rebecca Cunningham hated being out of control.

Baloo and Kit sat at the table, eating their dinner in relative silence. Baloo, was, as usual, concentrating hard on his meal. Kit was, as his wont, picking at his a bit more broodingly.

"How was school today, L'il Britches?" he said around a mouthful of chicken .

"Fine, I guess." the boy said. He frowned and looked at Baloo. "Papa Bear - d'ya think Becky really wants to move back to Winger City?"

Baloo sat back and set down his fork. "Don't waste a lot o' time on buildup, do ya Kid? I dunno, L'il Britches. She tol' me she was gonna be makin' a hundred grand a year. That's a helluva lot o' shaboozies, Kiddo."

Kit stirred at his peas, chin resting on his free hand. "I guess. But she doesn't seem very - _happy_ somehow, ya know?" He sighed and pushed his plate away.

"I know L'il Britches. But it's tough to leave a place ya like, ya know, kid? An' she built this business up herself...." He looked at the boy with concern. "How do _you_ feel about it, Kit?"

The cub smiled ruefully. "You want me to be honest? I hate it!"

Baloo chuckled. "Ya tell her that, Kit?"

Kit shook his head. "Naw! It's none of my business, Papa Bear. I can't tell her what to do with her life. I - I sure am gonna miss her, tho'. I sure wish she wasn't goin'." He planted his elbows on the table and set his chin in his hands glumly.

Baloo considered what to say. It wasn't lost on him that Kit had emotional needs that he wasn't really equipped to meet, but it wasn't something either was comfortable discussing. "You know, Kit, that I'll always be here for ya-"

"I know." the cub said with a small smile.

"And ya know, just because she's leavin' that don't mean that she don't - that she don't like you or anythin', cause she does, L'il Britches. This is tearin' her up inside. You don't think that, do ya, Kiddo?"

"Naw. I know she - likes me." Kit said, mind drifting back to his overheard conversation at Rebecca's parents' house. "I guess I'm just disappointed. I really thought we were gonna stick together, ya know - forever. Like a - like a....."

"C'mere." Baloo said, gesturing for Kit to sit on his lap.

The boy grinned sheepishly. "I'm gettin' too old for that!" he grumbled, but complied.

Baloo draped an arm around his shoulder. "Becky's got her own life, kid. What goes on with her an' her folks, we can't really understand it. It's her life. It don't mean she wants to leave us, or leave Higher for Hire. But things happen, sometimes, and you just gotta accept it, even if yer not happy about it. You just gotta let people do what they hafta do. The main thing is, you an' me are always gonna be together. We're a family, right? That means you always come first for me, no matter what. And no matter what happens we always got each other. OK?"

"OK." Kit said quietly, resting his head on the big bear's chest and closing his eyes.

The past few days had passed in a flash in Rebecca's mind. That same sense of her life spinning out of control had consumed her as watched the minutes grow into hours, then into days. Now it was Monday, her last weekend in Cape Suzette was gone and it was only two days until her departure. She hadn't even taken a moment to consider her feelings of loss at leaving Cape Suzette - she loved the town, but it was a place, nontheless. There were more important regrets to be felt.

They had kept the kids out of school for the day and cancelled all the deliveries, to give the - what was it? - staff at Higher for Hire the chance to spend a last full day together. Kit was running about the room, Molly on his shoulders, playing tail gunner. She wore Kit's old sweater, which she loved even though it still fit her like a tent. The boy dropped her onto Baloo's lap as he sat on the easy chair and began to pull her sweater over her head. Molly, knowing Kit's weakness, started tickling the brown cub under the chin, prompting a fit of furious giggling. Baloo laughed and tossed the girl into the air.

Rebecca smiled at the scene, which had played itself out so many times over the last year and a half. Still, there was business to attend to. "Baloo - can you come over here for a minute?"

The grey bear caught Molly and set her down in the chair. He strolled over to the desk. "What ya want, Beckers?"

"It's these new clients, Baloo." she said, holding up the three contracts she'd procured at the convention. All that hard work, all those new customers she'd cajoled, persuaded - they were someone else's customers now. Or would be soon. "I just want to make sure you understand the terms of these agreements."

Baloo sat on the desk, grabbing the contracts. He squinted, trying to concentrate. "It all looks like legal mumbo-jumbo ta me, Beckers. They give me cargo, I deliver it - that's what it says, right?"

Rebecca sighed. "Baloo - each one of these clients - ALL of our clients - have very specific requirements. Some of them require same day shipping, some require insurance - they're all unique."

Baloo shook his head. "I'm sorry, Becky - I ain't no businessman, I'm a pilot. That's all I'll ever be and we both know it. I wish I could care about all this stuff, but I don't. I just wanna fly."

Rebecca sighed again - he was right, there wasn't much point in trying to make him something he wasn't. She was just going to have to let this go, there was no avoiding it. She had built it with her hard work, sweat and tears, but now it would stand or fall without her influence. That's the way life was sometimes. "I know, Baloo - but just do your best, OK? I don't know how quickly I'm going to be able to sell the place, and you have a son to provide for. Promise me you'll try - try to deliver on time, and listen to the customers, and just do your best."

Baloo chuckled. "I will Becky. Fact is, Kit's prob'ly better fit to do all this contract junk than me, if he weren't goin' to school. He understands it a little. I'm sure he'll be a big help runnin' the business."

"But, Baloo - he shouldn't have to do that - he's got school, and he loves flying so much, he needs to keep his lessons up..." She looked across the room, where Kit and Molly were playing with a sock puppet over by the window.

"You know Kit, Beckers - when there's a job to be done, he'll step up and do it. We'll get by. Don't you worry."

"What did you say?" she asked him, frowning.

He looked puzzled. "I said, when there's a job to be done, Kit'll step and do it, and we'll get by. Why?"

"Never mind. Just a stray thought....." The two bears sat for a while, watching the cubs playing. Now they were chasing each other around the room, driven by the restless energy of youth. Rebecca watched them with the sadness and uncertainty of adulthood. "I wish I could know - really know - if I'm doing the right thing." she said suddenly.

Baloo patted her arm without taking his eyes off the kids. "You never do, Becky. Just trust yer guts. When I took Kit on, every thought in my head told me it was a bad idea, he was trouble. What did I need that fer? But I trusted my gut. Sometimes you just gotta stop thinkin' and do what yer guts tell ya. Course, it's easier fer me to stop thinkin' than most people!" he chuckled.

"Yeah - and your guts must talk a lot louder too, if weight equals volume!" she laughed. She said nothing for a while, just sat and watched the children playing, and thought too much.

"Hi Grandma." Molly said glumly into the phone, sprawled on Rebecca's lap on the lounge chair at Rebecca's apartment. It was nighttime - Rebecca's favorite time to be home. When the street noise died down, the soft whoosh of the waterfall outside the window was faintly audible inside. She'd always found it had a soothing effect on her nerves - at least until the last week.

Molly continued to talk for a few moments as Rebecca sat, staring at the boxes piled on the floor. "Uh huh. Yeah - I was a swan. Nope. Chocolate, I think. Sure, that sounds like a lotta fun. Yeah, I will. Yeah, Mommy tol' me. No, Keynesian Economics. Yuh huh, love you too. Bye!" She handed the phone to Rebecca and sprinted across the floor to her room.

"What a strange child." Kayla said across the phone line.

Rebecca laughed. "So how are things, Mom? Looking forward to Wednesday?"

"Of course, Rebecca. Your father certainly is. You don't sound too thrilled, though, I must say."

"Oh, you know Mother, it's hard to leave...a place you love. I've got a lot of memories sunk into Higher for Hire, into Cape Suzette."

"How did Kit take the news?" her mother asked quietly.

"He was fine, Mother. He's a very mature child. I know he wasn't happy about it but he'll be all right. At least he has Baloo."

Her mother was silent for a moment. "You know, Dear, I've always been a little skeptical about a woman running a business - about the obstacles they'd face, more than anything else."

"Don't worry Mother, I can handle Dad's office, believe-"

"But you know, Rebecca, I must admit, what you've done -it's quite remarkable. To take over a failing business, and build it, from scratch, on your own - no help. It's very impressive. It sets a very good example for Molly, don't you think?"

Rebecca frowned. "Thank you - but why are you telling me this, Mother?"

The older woman laughed. "No special reason. I just wanted you to know that was how I felt - that I'm very proud of you, for what you're doing there in Cape Suzette - for what you've done. Everyone wants to leave their own mark, and you've certainly left yours. That's the greatest accomplishment you can hope for - to build something that will last. I'm very proud."

Rebecca puzzled. Her Mother was so different than her father, so indirect and subtle where he was blunt and to the point, and she almost never contradicted him, in public. But you always had to think very hard about what she said, to find the meaning. Molly called her, from the bedroom. "I have to go Mother - give my best to Dad, all right?"

"Of course, Dear. You've always given your best to your Father, why should now be any different? Love you, bye." Rebecca stared at the phone for a moment, frowning, and then Molly called her again. She hung the receiver up gently and went to her daughter.

Baloo's thoughts were a jumble as he guided the Sea Duck through the cliffs and into Cape Suzette. This would be the last time Rebecca would be waiting for him at the end of a cargo run. There was a time when that would have filled him with joy, but now it filled him with unease. There would be no one there, tomorrow - and after that, who knew? He wished he'd had the money to buy back the Sea Duck, at least, but he was learning the hard way that having a kid around was expensive - especially one who outgrew his clothes every few months.

There was that, too - Baloo had never really admitted it to himself, but having Rebecca around had been a major crutch for him, when it came to Kit. He knew it, now - couldn't help but think of all the times he'd quietly turned to her, when fatherhood had puzzled him, when he'd simply needed help. And Kit's emotional dependence on her was obvious. It was hard enough being a single father, especially one with as little experience at it as he had. She offered the cub something that he couldn't, no matter how much he loved him. Where was Kit going to get that from now?

He taxied the yellow seaplane up to the dock and walked into Higher for Hire, just as dusk was beginning to fall. He walked through the door to find Rebecca standing behind her desk, placing items into a box. Kit was nowhere to be seen. "Hey Beckers." he said with a forced smile.

She grinned back at him. "Right on time today, I see!"

"Hey - always a first time fer everything! Call it a goin' away present." he said, seating himself on the now empty desktop. "All - all packed up?"

She sighed. "All that I can pack up. Take good care of the place, Baloo. Do the best you can."

"I promise." he said quietly. "Uh, Becky - you know, thanks fer - fer everythin'. I know I gave ya a hard time a lot, but you was a pretty good boss, all things considered."

"You're welcome." she said with a smile

"And thanks fer - fer helpin' me out with Kit so much...Don't know what I woulda done without ya." he mumbled, looking down at the floor.

She squeezed his arm. "You'll be fine. He'll be fine." She picked up the box and took a slow walk around the room. "Place sure has changed a lot, since I got here, hasn't it Baloo?"

He chuckled. "Wouldn't recognize it, Beckers."

She set the box down on the table and walked over to the big grey bear. "So long." she said through a tear, and hugged him.

"So long, Becky. Clear skies." he whispered, returning her embrace. She patted his shoulder, straightened his collar, and stepped back to take a look around the room.

"It means a home...and a life....and... everything that's important to me!"

Rebecca looked around the old office, and then startled, at the window - had that been Kit's face, peeking in? He looked younger - was she seeing things? "Y'okay, Becky?" Baloo asked, as she stared at the window, a puzzled look on her face.

She walked over to the window, opened it and peeked out. No sign of the boy anywhere...."I'm fine, thanks. Have you seen Kit?"

Baloo shrugged. "I just got here, Becky. He must be around somewheres....I know he'll wanna say good-bye to ya."

She grabbed the box and smiled at the big bear. "I'll find him. You take care, Baloo - I'll call you when we get our new number, in Winger City. Don't be strangers - come and visit!"

"Sure we will." he said quietly, and hugged her again. "Take care, Becky." With a sniffle, she was out the door.

Wildcat was perched on the wing of the Sea Duck, tinkering with the starboard engine. She walked over and shouted over the banging. "I'm leaving, Wildcat. I just wanted to say good-bye!"

The mechanic poked his head up. "Oh, bye Ree-becca. Sure am sorry to see you go, man. You're the best-smelling boss I ever had!"

She chuckled. "That's very - sweet, Wildcat. Good bye." She held out her hand, and the mechanic shook it firmly, leaving a puddle of grease on Rebecca's paw. Some things never changed. With a sigh, she wiped it on the grass and turned to look for Kit. He was nowhere to be seen. Was he angry? Did he not want to see her?

She looked all around the buildings without success, and was about to go back inside to check upstairs again when she spotted him, seated in the cockpit of the Blue Eagle. With a frown, she walked over and softly tapped on the window. "May I come in?" she asked gently.

With a smile, he opened the door and slid over to the co-pilot's seat, and she settled down into the pilot's chair. "What're you doing in here?" she asked.

"Thinkin'." they said simultaneously, and laughed. "I warned you about that." she said gently. "How long have you been in here?"

He looked at his pocketwatch. "About an hour, I guess."

"An hour..." she said, frowning. She reached over and placed her paw on his arm. "It's that time, Kit. I have to go."

He smiled. "I know. I just wanna tell you, Becky....I'm really gonna miss you. A lot."

She squeezed his arm gently. "Me too."

He looked around the cockpit. "I was just thinkin' about my Mom, you know? How much I miss her an' all. But if she was alive, I know I'd want to spend time with her, to be near her. So I think you're doin' the right thing, by going home. To be with your family. I'm sorry if I made you feel bad, about leaving...."

"Oh, Kit! You didn't make me feel bad. I felt bad because I'm going to miss you, and Baloo, and Higher for Hire. I was going to feel that way, no matter what. You can't leave behind things that mean so much to you and not be sad." She sat back, and looked around the cockpit, at the photo taped to the control panel. "This sure is a beautiful plane." she said.

Kit grinned. "Yeah - it means a lot to me, to have it. But t just doesn't feel like _mine_ somehow - you know? I love it, but it's still _her_ plane, and it always will be. And I love the Sea Duck, but that's Baloo's plane. I'm gonna have my own plane, someday." He sat silently for a moment. "Before you go - can I ask you a question?"

"Of course." she said, wiping a tear away from her cheek. "Anything."

He looked over at her. "That first night, at Higher for Hire...when you...when you were singing, to Molly - you knew, didn't you?"

She smiled. "That you were over at the window?"

"That - and....everything. You knew, didn't you?"

She brushed her hand lightly across his face. "Of course I knew. I saw you, right there..."

He smiled. "But _how_? I mean - you knew _everything_ - you knew about...all about me, somehow. But we didn't even really know each other, we'd just met. How did you know?"

"A mother knows. That's all I can tell you, Kit. A mother knows." she sighed.

He grabbed her hand. "Well - thank you."

She leaned over and kissed a tear off of his cheek. "You're welcome." She sniffled a few times and stepped out of the cockpit. "Promise me you'll keep in touch?"

"Promise." he whispered, but he knew as he did that not all promises were made to be kept. She closed the door gently and was gone, leaving the cub alone in the cockpit with his thoughts.

'What are you grinning at?" Gregory Cunningham said to his wife, who sat on the sofa looking at an old photo album. Most of the pictures where of Rebecca, the infant Molly and a smiling golden lion.

"On, nothing, Honey. I'm just looking at some photos of Rebecca and David, and Molly when she was a baby. I haven't looked at them for a long time."

He settled down next to her and peeked over her shoulder. "That's your problem, Kayla - you're always living in the past. Rebecca is coming home tomorrow, you should be excited about that, not getting all teary about old photos."

She shook her head. "I'm living in the past, am I? I'm not getting teary about that, Greg. I'm just thinking about Rebecca, and Molly, and how proud I am of our daughter. We raised her to take care of herself. That hurts, sometimes, because it means you have to let her go. But in the end we all have to take care of ourselves, I suppose. All we can do is prepare our children and let them go."

"I swear, Kayla - there are times I have no idea what you're talking about. When I have something to say I say it!"

"You certainly do." she said, patting his hand. "Now - you have that meeting with the City Planning Commission at eight tomorrow, so I suggest you get some sleep." She stood and headed for the stairs.

He followed, shaking his head. "No idea what you're talking about sometimes..." he muttered.

Kit sat at the table, absently fiddling with the pieces of a model he'd been putting together. Baloo sat on the easy chair, staring at him out of the corner of his eye. Not a lot of progress had been made on that model tonight. "Y'okay, L'il Britches?" he asked the boy.

""Fine." the cub said, setting the pieces down on the table and leaning back, hands behind his head.

"No homework, kiddo?"

"Nah - no school tomorrow. Junior high teacher's meetings." the cub said glumly.

"Great!" the pilot said with a forced smile. "Even so....maybe we oughtta hit the hay, huh, kid? Gettin' pretty late...." Baloo said, for lack of anything better to say.

"Sure. " Kit replied, pushing his chair back and standing. He carefully put the model pieces back in their box and started up the stairs, Baloo a few steps behind him. Kit walked into the bedroom and lay back in his bed, staring at the ceiling.

Baloo sat on his own bed. "Say, kid - since we're in no hurry to get back tomorrow, what say we stop off at Louie's on the way back from out last delivery, OK? We'll get us some pepperoni pizzas and Krakatoa Specials fer dessert. I even got enough dough to pay our tab. Sound good?"

"Sure, Papa Bear." Kit said, without looking over. "Night."

Baloo stared at him for a moment. "Night, L'il Britches." he said, for lack of anything better to say.

Rebecca sat back on her bed, exhausted, mentally and physically. Molly had stubbornly refused to go to sleep for a long hour, as if she could keep tomorrow at bay forever by staying awake. It had taken four stories and six lullabies to get the sniffling cub to drift off. Rebecca felt intensely guilty for subjecting the girl to the pain she was feeling.

She looked around her bedroom.. Just a few knick-knacks left to pack.....She walked over to the dresser and began to slowly, carefully place her jewelry into a small box, wrapping each item in tissue. There was that pearl bracelet, the one she'd worn to that party on the Spruce Moose - what a buffoon Baloo had been that evening! But he'd saved the day, as he usually did....And that necklace, that she'd worn to that ball, with Baloo - imagine the silly fool, getting himself stuck in a prison camp he thought was a fat farm! Still, he'd been trying to do lose weight to please her...

There was one more box, which she opened. It was the two snowflake earrings. The ones Kit had given her. So that she wouldn't be homesick! How ironic was that - how could she look at them now and NOT be homesick? She sobbed once and set them down, unable to look at them. Not at the moment.

"Higher for Hire is a family business, Kit - the accent is on the family."

She squeezed tears out of her eyes. There had been a lot of talk about those words, lately. Family. Business. Maybe they were more complicated words, individually and collectively, then she'd realized at first.

She tried to picture herself, smiling, with her family. Molly was there, of course - but the other faces were not what she expected. She saw Kit's face, smiling, with his laughing eyes, a trace of sadness always lurking just underneath the surface. She saw Baloo, his big, goofy smile, which was always ready to be replaced by a look of puzzlement, wonder, at the drop of a hat - every time Kit did something to make the pilot realize the depths of his emotions, normally so well hidden. Every time Rebecca opened herself up to him, and allowed him to see the inner person he pretended didn't exist. These weren't the faces she'd wanted to see - not now.

She tried to think of the Cunningham tradition, of her Father's business, that she'd worked for since she was a child. The trouble was, everywhere she looked in that office, she saw her Father's face. She couldn't find herself in there anywhere. When she looked for herself, she kept seeing the old wooden building with the crow's nest jauntily reaching into the sky, and the old seaplane - two seaplanes now - patiently docked in front, waiting to be called upon again to deliver the goods.

"But - Dad always got what he wanted."

Things were beginning to look differently to her, now. Whose feelings had she been thinking about, really? She'd thought she was being selfish - but maybe she wasn't being selfish enough, in a way. Who would she be helping by living a lie? What example would her daughter see, every day? What message did she want to send the pigtailed yellow cub - what message about dreams, hopes, and responsibilities? And promises.

A pulse, a vibration, began to course through Rebecca's body now. She found herself becoming excited, almost thrilled. She was able to see clearly, the mists of the last few days lifting to leave her vision clear again. She thought of her Mother, as she always had, in her own way, showing Rebecca the paths open to her. She closed her eyes, again, and saw the parade of faces in front of her. Molly, Kit, Baloo, her Father and Mother. She felt a confidence of spirit and purpose that she'd known often, over the last year and a half, which had left her recently. It was back. She felt sure, again, for the first time since she'd been back from home. Back _to_ home. With a jubilant tap on her dresser, she walked over to the bed, sat down and picked up the phone.

The morning sun trickling through the window fell on the young brown bearcub's face, gently pulling the boy into wakefulness. Kit blinked, squinted at the light, and rolled over to face Baloo in the other bed. A look of realization, then sadness crossed his face. He squeezed his eyes shut, for a moment, then sat up and rubbed them sleepily.

Eyes downcast, he stretched and shuffled into the bathroom, where he brushed his teeth mechanically. He seemed in no hurry to get anywhere. He emerged back into the bedroom, where the big grey bear was still snoring gently into his pillow. Baloo stirred, woken by the cub's movements. The boy, still in his nightshirt, slowly trudged down the stairs, head down, headed for the kitchen and a bowl of cereal. When he reached the last stair he looked up and stopped, stiff as a statue, in his tracks.

Rebecca sat behind the desk, staring back at him, a mischievous smile on her face. "Good morning!" she said casually.

"Wha-wha...Is everything OK?" the boy stammered. "Where's Molly?"

"Everything's great, Kit." she said with a smile. "She's in school - where else would she be?"

"But - I thought - I thought you were going home today!" he said in confusion, taking a few steps over towards the desk.

"I did."

He shook his head in disbelief. "Then - you mean?"

She laughed. "Yep! I sure do!" He grinned broadly and ran over to her, throwing his arms around her and they hugged, laughing, for a long time. Baloo stood at the top of the stairs, a confused smile on his face. He knew, instinctively, that this moment didn't belong to him.

Kit wiped away a tear of joy, stood back, as if wanting to make sure he wasn't seeing a mirage, and then hugged her again, prompting another bout of laughter from Rebecca. "I don't get it!" the boy gasped. "What happened? Why aren't you going?"

She stroked his cheek fondly and smiled. "Because I thought about what you said - about how I should be with my family. And I realized - I am! Molly and I are home, this is our family - you and Baloo are our family."

He laughed. "But - what about your Father? And the job? All that money?"

"That's my Father's job, Kit. It's his dream, not mine. I was spending so much time thinking about what was the logical thing to do that I forgot about what was the _right_ thing to do. Higher for Hire is MY dream, Kit. Higher for Hire is what _I_ built. It's what brought all of our lives together. It's what gave Molly the family I thought she'd lost when David died. I can't make things right by trying to give Molly the same life that I had. She doesn't want to leave - she doesn't care about private schools, or expensive toys. I just had to think about what was really best for her. And for all of us."

Kit smiled at her. "Glad I could help!"

She kissed him on the forehead, gently. "It's about something else, too. I realized that the best example I could set for Molly was to do what I believed in. And the noblest thing a person can do is to try to make a difference in someone else's life. I was lucky - I had my mother to do that for me, and she's still doing it, even now. I want to be that person for you, Kit - because I see so much of what I was, in you - and I know how lucky I was to have someone who really cared there to help me. You can't have too many of those people in your life. I just couldn't bear the thought of not being around to watch you grow up."

He looked down, briefly. "Because - because you feel sorry for me?"

She laughed. "Wha - No! Not because I feel sorry for you! Because I love you, stupid!" He laughed sheepishly, and gently brushed his hand across her face, as though making certain she was truly there. She kissed his cheek and they embraced again, the boy resting his head on her shoulder, eyes closed, relief and pure joy etched on his face.

Her eyes met Baloo's as she looked over the cub's shoulder. "Welcome home." the big grey bear said with a grin, and gently placed a paw on Kit's back.

"I never left." she smiled up at him, and the three of them stayed there for a few moments, in silence.

Gregory Cunningham sat in stony silence, his office door closed. It would take a long time for him to figure this one out - he'd never been more sure of anything in his life than he was that his daughter would be here, today, next to him. And Gregory Cunningham was a man who was sure of everything. Almost everything.

The strangest thing was, Kayla had seemed almost pleased by Rebecca's late night call of the evening before. She'd certainly not seemed surprised. He felt sure that he'd had one put over on him, somehow, but Kayla had insisted that Rebecca came to her decision on her own. His wife didn't tell him everything, but he never for a moment considered that she'd lie to his face. Maybe she just knew Rebecca better than he did....In any case, there was nothing to be done now. He still only had one daughter. And surely she'd come to her senses someday....

The intercom on his desk buzzed. "Mr. Cunningham-" his secretary droned, "Evans from accounting is here to discuss the Vandalay file. Shall I show him in?" He stared at the intercom in silence, for long moments, his face screwed up in an intense scowl, as if he were in physical pain. "Sir?" the secretary buzzed again.

He pressed the button down. "No, tell Evans to go over those figures with Ralston. I'm leaving early today - I'm going home." He thought for a moment. "And Ms. Timpkin?"

"Yes, sir?"

"Clear my schedule for tomorrow and Mr. Ralston's as well. Tell him I'm going to be meeting privately with him for the entire day on a matter of some importance."

"But sir, tomorrow-"

"Do it. I'm sure the rest of the company can handle anything that comes up. I'll be in my office at eight - no, make that nine tomorrow - tell Mr. Ralston I'll expect to see him then." The big bear slid the papers off his desk and into a drawer, straightened the picture that stood behind them and grabbed his briefcase. In a moment he was gone and the office stood empty.

Rebecca Cunningham smiled as she filed her papers neatly in her briefcase. It had been a good day - another new account signed up, and the company had been profitable for the third month in a row. Things were really looking up

Kit was walking through the house, trumpet in hand, playing a march, stiff-leggedly tromping about as if he were leading a parade - which, in fact, he was, as Molly had grabbed hold of his sweater and was marching in lockstep behind him. Baloo lolled in his easy chair, peeling a banana and watching the cubs with a look of amusement on his face.

Rebecca laughed and clapped loudly. "Now - if the festivities are over, I'd like to make an announcement?" she said, standing. Kit stopped playing and looked at her curiously, and even Baloo turned his attention towards her half of the room.

"Now then - I'd just like to announce that Higher for Hire, for the third consecutive month, has turned a profit. Not only that, today I landed the sizable Feeona Apple Orchards account!" Kit stuck two fingers in his mouth and whistled loudly, walking over to peek at the figures. Molly applauded wildly.

"Mommy, does this mean we're gonna make a hunnerd thousand dollars a year?" the yellow cub asked, prompting a chuckle from Baloo.

"No Sweetie - give Mommy a few more years. But we're certainly doing all right. In fact, I'd like to take us all out to Le Bonne Chat tonight to celebrate, on the company!"

Now it was Baloo's turn to cheer. "Now yer givin' _me_ a reason to celebrate, Beckers! Let's go strap on the ol' feedbag!" he roared.

"Not so fast, Baloo - you'll have to put on a tie." she admonished.

"Awww!" he grumbled, trudging up the stairs. "Any restaurant where ya gotta where a tie's no dang good fer a pilot, I'll tell ya that!"

Rebecca laughed, then draped an arm around Kit's shoulder. "Kit, Molly and I are going to see the Symphony Thursday night - would you like to come?"

Kit grinned. "Sure - thanks! But isn't Thursday Molly's ballet practice?"

Rebecca smiled at her daughter. "We're not going to worry about ballet practice for while."

"Boy - the Symphony! Thanks Becky! Aren't those tickets real expensive?"

"Hah - what's the point in having a few dollars if you can't spend them on your family? You'll love the symphony, Kit, the brass section is-"

"A-ha!" Baloo said accusingly, pointing his tie at her from across the room. "The minute I turn my back yer tryin' to fill Kit's head with a load o' guava! I knew it! Boogie-woogie music ain't good enough, huh?"

She waved a paw at the pilot dissuasively. "Please, Baloo! Someone has to expose the boy to a little culture - and what's in your kitchen sink doesn't count!"

"Very funny, Becky! L'il Britches is _my_ kid, and don't you fergit it! I don't want some stuck-up typhoon tryin' to turn him into somethin' he ain't!" Baloo sneered.

"Well, I don't want some shiftless slob trying to turn him into something _he_ is! Don't try to pretend Kit's just another-"

"Now you just listen, Becky, Kit's..." Baloo's eyes met Kit's for a moment, and he stopped, mid-sentence, staring at the cub's pained expression. He looked straight at Rebecca and they held each other's gaze for long moments, each with a scowl on their face. Finally, Rebecca broke into a small smile. "Symphony Thursday, huh?" the pilot said.

"You tie's crooked." she said softly.

Baloo smiled tightly, and ruffled Kit's hair fondly. "Sounds like fun, kiddo. Enjoy. Tell you what - Friday night Louie has his annual mambo festival - now that's _real_ music! We'll have a blast, L'il Britches! Now let's go eat, huh? It's been five minutes since that banana!" He headed out the door.

Rebecca smiled and shook her head, watching him go. She grinned at Kit, lightly pinched his cheek and followed Baloo out the door. Kit winked at Molly and bent over, clapping his hands twice. She leapt into his arms and he carried her outside.

"Bee-yootiful night, what say we walk?" Baloo said, whistling and starting down the shoreline.

"Were Mommy and Baloo fighting about you, Kit?" she asked him, as the adults walked a few paces ahead.

"Sort of." he said, grinning. "They're really fighting over each other, I think."

"Why do they fight like that, Kit?" she asked, playing with his cap.

"That's just what families do I guess, Short Stuff." he said, setting her down. She ran up to Baloo, and the big bear boosted the giggling cub onto his shoulders.

Kit caught up to Rebecca, who was walking a few paces behind her daughter and pilot. He tentatively reached out and felt for her hand, which she closed around his paw with a smile. They walked in silence, the evening stars reflecting off the still waters of the harbor.

Rebecca looked over at the boy an squeezed his paw gently. She couldn't help but notice that he looked as happy as she'd ever seen him, and it was a sobering thought. She'd let herself in for a lot of responsibility by staying at Higher for Hire. The next few years wouldn't be easy. There would be struggles, tears. There always were, in any family. Still, she thought, that was what made a family business a family business. It was a different dream, certainly, than the one she'd brought with her to Cape Suzette.

She watched Baloo, whistling as he made his way ahead of her, Molly giggling on his shoulders, pointing at the boats out on the harbor. She looked over at Kit, pure joy in his eyes, the sadness tucked deep inside, at least for now with no place to show itself. It was a different dream, but it was a good one, a better one than she'd dared hope when she left Winger City. It was her dream. It was what she wanted. And Rebecca Cunningham always got what she wanted.