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Plunder & Lightning Transcript

Written: 04/02/2016 – 04/12/2016
Updated: 09/21/2021


Legend: All dialogue and actions that are black in color are scenes and dialogue spoken in both the syndication and movie versions.
All dialogue and actions that are blue in color are scenes and dialogue spoken in the movie version only.
All dialogue and actions that are red in color are scenes and dialogue spoken in the syndication version only.
Any Toon Disney edits will be mentioned only and are part of the syndication edit of this pilot.

The DVD version is the Syndication edit of this pilot without the Toon Disney edits.

Part I: Plane For Keeps

Act I

Scene I

(Shot of a mountain range above the clouds. While not named in either the television movie nor syndication version of this pilot; the comics call this the Pokahiya Mountain Range. A purple/grey airplane with a black panther wearing a blue uniform with the SK logo (SK means Shere Khan by the way; although the official name is Khan Enterprises, so it should be KE instead.) enters into the screen and there are five smaller airplanes with laughably smaller wings flying in from behind and they start shooting, nailing the right engine. One of the planes flies to the right as the right propeller of the SK plane is smoking violently. From that blue plane comes a brown ferret like man with a long hair mustache wearing a blue vest with red trim, spiked red armbands and goggles taking out a grappling hook gun and shooting the grappling hook. It attaches to the right wing of the plane as the ferret (Mad Dog) swings over and climbs onto the rope. Cut to a red plane as a brown dog wearing blue overalls, green scarf and a red shirt with a hat firing his grappling gun onto the left wing of the propeller. (Ratchet) A green plane has already fired on the left wing with his grappling hook gun off-screen. At least two of the hijackers climb onto the right wing of the SK plane (The one next to Mad Dog appears to be a grey ferret wearing a dark blue coat and pants. He was never named in the series.). Ratchet shows off his crowbar out of nowhere to the Khan pilot on the left wing outside as the Khan pilot just sits there not knowing what to do. Then a red wolf furry jumps down onto the top of the SK plane from a rope ladder from his black plane wearing a royal blue navy uniform coat with red trim on the sleeves, grey pants and black boots with grey over trim. He watches over the four hijackers as the fourth one is a shaggy dog wearing a lime green suit with a red headband; as they tear the roof open with crowbars. Finally; the Khan pilot stands up and turns around as the red wolf furry jumps down and makes his entrance. )

Don Karnage: Greetings and salvations, fellow aviator. It is I -- that panic-provoking pirate -- Don Karnage! (Don Karnage takes a bow and the pilot goes to his transmitter speaking into it.)

Khan Pilot: Mayday! Mayday! This is Flight 127...! (Don Karnage uses his sword and slices the transmitter wires. The Khan pilot touches the wire in shock. Don Karnage makes kissy noises at him.)

Don Karnage: Such manners!

Khan Pilot: (Taking out a wrench to defend himself.) Shere Khan owns this plane, you slimy thief! (The hijackers comes down and aim their guns at the Khan Pilot from above the roof.)

Four Hijackers: Let's get him! (The Khan pilot gulps in return and drops the wrench.)

Don Karnage: The box, if you please. (Don extends his arm as the Khan pilot gives him a small blue flowerly box with golden trim with a ruby on each side and one on the top. The hijackers and Don Karnage all climb out and return to their planes as the Khan pilot is not amused by this at all. Don Karnage giggles) What blows up must come down! Men, back to the Iron Vulture! (Disney Captions had "What goes up" instead. Don Karnage shoots more bullets from his plane and it hits the left wing of the plane causing it to smoke and the airplane dives down like a dead duck. The Khan Pilot parachutes out and drops as the SK Plane crashes off-screen and explodes. Cut to a large metal yellow beak attached to a giant purple airship (The Iron Vulture) rubbing off the top of a mountain as the airplanes fly towards it.) Home again, home again, jiggly-jig. Open wide, my maingy minions; your cunning commander is back! (The beak of the Iron Vulture opens and all the planes land inside the hanger.)

Scene II

(Cut to inside the wheel house of the Iron Vulture as Don Karnage, Mad Dog and a small dog furry wearing black boots and an almond coat with a brown hat enter the room. (Gibber) Don Karnage goes to a messy table and swipes away everything on the table to clean it. He puts the box down and is in happy glee.)

Don Karnage: At last! The key to my future! Ha ha! Riches, my men. Riches beyond your limited, insignificant dreams. (Zoom into a ceiling vent and then a sky shot of inside the vent.) But not beyond mine! Hehaha! For soon I, Don Karnage shall be the wealthiest man in the world! Ha ha! (Don Karnage twirls around and then the vent opens and out pops a small brown bear cub wearing a green sweater and a red hankerchief around his neck, and a white shirt undershirt. He lands on the table, grunts and grabs the box.)

Male Bear Cub: For me?! Aw, you shouldn't have! (The bear cub runs out of the room.)

Don Karnage: Well, it was nothing really... (Mad Dog and Gibber are in shock as Don finally turns around and is angry.) Stop that boy! (The bear cub runs around the door and into the hallway. Don Karnage, Mad Dog and Gibber follow him. Bear cub runs down the steps as a mastiff furry (with an ash grey face that changes to his normal look in other episodes) wearing a brown vest, almond sweater, a machine gun belt around his chest and a top hat with a purple feather on top of it (Dumptruck) is guarding the staircase. The bear cub slides past Dumptruck.)

Male Bear Cub: Don't just stand there, the captains needs your help! (The bear cub runs stage left as Dumptruck turns around and Don Karnage bumps into Dumptruck and falls on his rear end. Bear cub runs down the stairs and then slides down the railing. Don Karnage follows him.)

Don Karnage: Ooo, get him you idiots! (Bear cub finds a conveniently place rope and swings on it; getting past two air pirates on the floor and they miss grabbing the bearcub. Don Karnage jumps down and whirlwinds the two air pirates. One of them is Ratchet and the other one is a fat brown dog furry with a mustache wearing a grey shirt with his own hat. (Sadie). Bear cub swings down onto the floor and goes to a wall containing a rack of weapons. Bear cub grabs a grappling hook gun from the wall and turns around giving a really mean murderous look on his face. He turns to his left, and notices Don Karnage and the two air pirates is running towards him, so he runs in the opposite direction. Bear cub looks at Don and then notices that he is at the edge of the mouth of the Iron Vulture which is the landing strip where the plane take off and land.)

Male Bear Cub: What?! (Disney Captions said "What?!"; but R.J. Williams sounds like he said "wasp" in the audio. A Note: In the movie version; he says "What?" after he stops; instead of syndication when he says it right when he stops running. Don Karnage and the two air pirates who got whirlwinded earlier corner the bear cub.)

Don Karnage: Well, my reckless reptile. Perhaps it is none my business; but uh...you've gotten yourself in a tiny piccolo, yesno?

Male Bear Cub: (Looks at Don with disdain.)You know; you're right. It is none of your business! (Bear cub then jumps off the Iron Vulture causing Don Karnage to panic as he looks down at the falling, spiraling bear cub.)

Don Karnage: No! My treasure! (Don Karnage then gets up and jumps up and down.) After him! After him! (Don then slaps Sadie in the face for good measure as Ratchet and Sadie hold their heads in mortal fear. Cut to bear cub free falling as bear cub takes off the red hankerchief from his neck and throws it away as the box disappears and reappear inbetween shots under his right armpit. Bear cub takes out a piece of metal and it opens to reveal a metal surfboard (Airfoil) and places it under his feet. He surfs the skies for a bit and then notices a green plane flying over ground under the clouds.)

Bear Cub: Aha! (We cut to the side window of the plane where a brown dog furry with a large hairy mustache wearing a green vest, red sweater and green cap is on the transmitter.)

Pilot #1: Breaker, breaker! Come in, Louie. (Cut to bear cub on the airfoil shooting the grappling hook gun. The hook attaches itself to the tailsection of the plane.) Hey, has the party started yet? (The pilot hears a noise.) What was that?!

Bear Cub: D'oh! (The bear cub pulls himself up and then swings from side to side like he's surfing on water, only it's air and clouds.) Wahoo! (The bear cub is laughing and enjoying himself.)

Scene III

(Cut to a small island in the south seas to a tropical place against a large wooden tree. On the top is a sign with a palm tree that says Louie's. There is laughter and music off-screen.)

Unknown Male Patron: Weehoo! (I should note that the SeaDuck is nowhere to be seen in the first two shots; but there are water sparkles. We see a monkey waiter wearing a white apron, yellow shirt, red bowtie and white hat putting some icecream treats from his tray to the table of two patrons. One of them looks like Seymour from All's Whale That Ends Whale. The other one is the mango truck driver which will appear later on in this pilot. The monkey swings around towards the island where a grey sloth fat bear wearing an almond shirt and red pilot's cap. Behind him is an orangutan wearing an Hawaiian style shirt, straw hat and a pink flower necklace. Both of them look bored as the monkey waiter swings in and the orangutan puts some glasses of cola and pineapple juice on the tray.)

Louie L'Amour: Oh man, Baloo; sometimes running this place is like working in a zoo.

Baloo Von Bruinwald XIII: He-hey, Louie; you gotta learn my secret to relaxation.

Louie: Oh? And what's that, cuz? (Disney Captions has it as "coz". Baloo snaps his fingers and the music starts. Baloo starts to dance.)

Baloo: Hoho, oh, yeah man! He-hey! ♫ When life down here's a thunder cloud, I take off for the air. (Baloo spins a stool and gets on it and spins upward.) I soar above the madding crowd without a single care. (Baloo grabs a bunch of fruit from the ceiling fan and puts it on his head. He drops down as the fruit drops down with him.) I'm not one to stick around when problems start to brew. (Baloo grabs a tablecloth from one of the dog pilots causing the stewing dog pilot to fly away stage left. Scrooge's hat makes a cameo appearance as Baloo puts the orange tablecloth around his body. Also of note; it's the only tablecloth in the entire building.)

Louie: So see you later, navigator. (Baloo gets on the table.)

Baloo: I know just what to do. I'm gone!

Louie/Waiter #1: He's gonna fly!

Baloo: ♫ I'm gone! ♫ (Baloo jumps off the table.)

Louie/Waiter #1: ♫ Aidos, bye-bye. ♫

Baloo: (On a table with a Thembrian and a news reporter dog sitting at the table. Interesting enough; the background went from Walt Disney Animation France's style with no one moving and looking weird; to everyone movng and looking closer to Walt Disney Animation Japan's style.) ♫ Don't trouble me with troubles, man. I'm gone! ♫ (Baloo jumps off the table as Louie and the waiter watch over him.)

Louie/Waiter #1: ♫ Oh, he's gone! ♫

Baloo: ♫ I am gone. ♫ (Baloo is swinging from a rope out of nowhere and almost kick's Fred in the head as his black hat comes off. Louie and waiter hold hands.)

Louie/Waiter #1: ♫ Oh, wait a minute! ♫

Baloo: ♫ I'm gone! ♫

Louie/Waiter #1: ♫ The sky's the limit! ♫ (Baloo then scratches his back on the railing of the staircase.)

Baloo: ♫ I love to be above it all. I'm gone. ♫

Louie/Waiter #1: ♫ Oo-hoo, he's gone! He's gone! ♫ (Everyone is dancing as Baloo dances with Louie and the waiter.)

Baloo: ♫ Ha-oh, yeah! ♫

Louie/Waiter #1: ♫ He's gone! ♫

Baloo: ♫ Lay it on me, Jack. ♫ (They all slap their hands together as we cut back to the green plane flying into the hard camera with the bear cub surfing the clouds at the back on his airfoil.)

Louie/Waiter #1: ♫ Don't trouble him with trouble, man; he's gone! ♫

Baloo: ♫ Ba do dap doobie done. ♫ (The bear cub lets go of the grappling hook gun and bounces off the water towards the docks. He then panics because his airfoil has no brakes.)

Louie/Waiter #1: ♫ He's gone! ♫

Baloo:Check the wing, Bing! ♫

Louie/Waiter #1: ♫ He's gone! ♫

Baloo: ♫ Hold the chock, Jock! ♫ (Back inside as the Baloo has gotten on stage with shakers and Louie as two of the Banda-log are playing music with drums and a cello.)

Louie/Waiter #1: ♫ He loves to be above it all. ♫

Baloo: ♫ I'm gone! ♫ (The door of Louie's slams opens and in slides the bear cub as he viciously bumps into six patrons and their chair, bouncing around like a pinball; and then spirals off his airfoil and headbutts Baloo right in the midsection causing Baloo to go flying stage left off-screen to a massive thud on the stage. Oh; and the Banda-Log's faces change from flesh color to brown when Kit missiles Baloo in the belly. Kit lands right on Baloo's belly.) Well, well; what have we here? (The door slams open and here comes the dog pilot from the green plane angry as heck.)

Dog Pilot: Come here, you half-pint hitchhiker! (The pilot storms in as Baloo stops him with his hand on his belly and gets into his face literally nose to nose with the pilot.)

Baloo: Aw, cut the kid some slack, Jack.

Bear Cub: Yeah, listen to the fat lady. (Points at Baloo.)

Baloo: Lady?! (The bear cub looks surprised.)

Bear Cub: Whatever.

Dog Pilot: (Stammers) I didn't know he was a pal of yours, Baloo. No hard feelings, okay? (The dog pilot then proceeds to pet the bear cub on the head and then walk off.) Heh, heh. Nice kid. (The cub looks at him as if he had beaten a bully. Baloo takes off his fruit salad hat and tablecloth during this.)

Baloo: Well, that was quite an entrance, Lil' Britches.

Bear Cub: Hey! You're a pilot!

Baloo: Last I checked. (Baloo punches his pilot's cap.)

Bear Cub: Are you good?

Baloo: Heh heh. The best, kid. Numero uno.

Bear Cub: Ah! Um...I'm gonna be a pilot someday.

Baloo: Yeah. Bet you will be too. (Baloo notices the box under the bear cub's arm.) Hey, nice luggage. (Baloo wants to shake hands.)

Bear Cub: Hands off! It's mine!

Baloo: Easy, kid. I'm just admiring. (Baloo walks behind the bear cub and walks away stage left.) Well, see you in the funny papers.

Bear Cub: (Turns around to get Baloo's attention.) Look, I didn't...Oh, forget it! (The bear cub kicks the ground as we cut to Louie and there is crashing going on outside. We pan over to the door. There are pirates laughing outside as Don Karnage appears with a blue mask on which is actually a shadow of his face.)

Don Karnage: I am sorry to fracture the festivites... (Dumptruck and Gibber join in from behind Don as Don leans on Gibber's head. Don Karnage walks in and his face is finally shown.) But I have a brief announcement. (The bear cub hides behind one of the uprighted tables. He shifts from the left side to the right side and notices the staircase. Don walks to a table and finds a full glass of liquid on said table. He grabs the glass and drinks out of it; then puts the glass down. He wipes his mouth with his sleeve and feels refreshed. Also notable that the glass seems to refill itself when placed on the table again.) Ah! You always serve such tasty drinks Louie.

Louie: (Walks toward Don Karnage, angry.) Get out of my place, Karnage! (Louie then stops as Don Karnage points his sword in his face and backs him up. The sword pointing was cut in the Toon Disney cut of this episode. Even so; the shot where Don is pointing the sword at Louie's throat on the next cut was completely kept and all far shots afterwards.)

Don Karnage: Nah-ah-ah! Now, I am looking for a boy who has stolen something from me. (The bear cub is at the stair case and hides behind a Tiki mask. In the movie version; one of the patrons is a woman in a lavander dress and white high heels hiding underneath the table. In the syndication version; the woman is completely removed and it's Seymour at the table sitting down.) Hand him over, and I will leave peacefully. If not...! (Gibber raises his rifle and shoots the ceiling, causing a large hole in the roof. The bear cub looks and then puts the box inside one of the Tiki masks.)

Scene IV

(Outside of Louie's on the docks as Baloo goes towards a yellow seaplane with orange nosecone and trim; dancing about.)

Baloo: ♪ Doobie, doobie, doobie-di-doo. ♪ Hel-loo. (Baloo kisses his own airplane and then pets it.) Heh heh. Miss me, baby? (Baloo opens the side door and walks in. Cut to a propeller spinning.) That-a-girl. Talk to me. (Head back inside Louie's as Don Karnage looks into the camera with his sword.)

Don Karnage: You have made Don Karnage -- which is me -- (He shows off his teeth to the camera.) very unhappy. (He then cuts a table in half with his sword.) Boys, tear the place asunder!

Bear Cub: (Appears on top of the stairs leaning on a barrel that appears out of nowhere.) Don't bother. I was just on my way out. (Don points his sword at the bear cub.)

Don Karnage: Get him! (Dumptruck and Gibber salute him as we get more yelling in the background. One of the patrons bails for no reason as the bear cub grabs the barrel and throws it down the stairs, bowling over Dumptruck and Gibber. )

Bear Cub: It's been fun guys; but I gotta be going. Yahoo! (The bear cub finds another conveniently placed rope and swings. Don Karnage is flustered and annoyed as he jumps in to nail the bear cub with the sword; but the cub dodges Don Karnage's sword as Don Karnage misses and slices another table in half. The bear cub breaks through the straw wall leaving another hole in the place. Cut to the yellow plane taking off as we see the bear cub running on the docks towards the plane. He jumps onto some crates and then leaps onto the tailsection of the yellow plane just as the plane takes off into the skies. The bear cub is wiggling his legs when grabbing on too. Cut to inside the cockpit of the yellow plane as Baloo pulls the flight stick up.)

Baloo: Oh, baby. That's my girl. (Baloo then puts his feet on the stick slightly off-screen and relaxes.) Hmm hmm hmm. (He hears tapping out of nowhere and sees the bear cub hanging from the top of the window from the navigator's side of the plane.)

Bear Cub: Hello?

Baloo: Oh, hiya; kid. You need a lift? (Baloo tips his hat at him. The bear cub slides down and is hanging onto the lower edge of the window almost sliding off the plane.)

Bear Cub: Mm-hmm!

Baloo: Okay by me. Though it's comfier inside.

Scene V

(A shot of the yellow plane coming into the hard camera. Cut to inside the cockpit as the bear cub is sitting in the co-pilot's seat now leaning on the arm rest.)

Bear Cub: Oh, what a great plane! A Conwing L-16, right?

Baloo: Good eye, kid. I call her the SeaDuck. My best friend. Customized her myself. (Baloo elbows the wall and on the wall above the windshield opens up to reveal two bottles of orange soda.)

Bear Cub: Yeah. Like those engines: Superflight One Hundreds, right? (Baloo grabs the bottles as the bear cub points to the engines. Baloo uses his fingers to flick the bottlecaps off the bottles of soda.)

Baloo: He-hey! You're all right, kid. What do they call you? (Baloo gives Kit a bottle of orange soda.)

Kit Cloudkicker: Kit. Well...(His face looks unsure of the last name.) Kit Cloudkicker.

Baloo: Uh, glad to meet you, Kit. (Baloo and Kit tap the bottles of orange soda together and then drink up. Kit wipes his mouth and is in thought.)

Kit: I'm gonna buy a plane one day.

Baloo: Heh heh. I hope your folks are rich.

Kit: (Low voice.) I don't have any folks. (Head strong voice.) But; I'm going to be rich! (Low voice again.) And real soon too.

Baloo: Well, if you're gonna get a plane, you'd better know how to fly it. (Offers Kit to have a go with the co-pilot's flight stick.)

Kit: Me? Really?

Baloo: Heh heh. Knock yourself out. (Kit puts down his orange soda.)

Kit: Wow! (Kit takes the flight stick and flies the plane as we head outside to the SeaDuck flying somewhat awkwardly; but Kit is doing a fine job for his first time.)

Baloo: Hey, relax; Li'l Britches. Just hold her steady. That's it. (Coming up from behind are Don Karnage and his band of pirates in their CT-37's flying. Back inside the cockpit as Kit is flying pretty well so far.) Say, you're a dandy.

Kit: Yeah, but I can't get my license for five more years. (Cut to outside the plane with the SeaDuck flying well.)

Baloo: But when you do, you'll be a regular ace. (Gunfire ensues hitting the right side door of the SeaDuck.)

Kit: What was that?! (Kit pushes on the flight stick as Baloo turns out to look at the window.)

Baloo: Back on the corner where I hang out, we call that pirates. (Baloo adjusts his cap and takes over on the flight stick. Cut to outside as the SeaDuck flies away with storm clouds and thunderclaps ensuing. The CT-37's chase after the SeaDuck.)

End Of Act I At 9:54 (Syndication) 10:39 (Television Movie)

Act II

Scene I

(Shot of the SeaDuck coming from above the clouds and flying into a thunderstorm. The Air Pirates are chasing them as we cut to Don Karnage in his CT-37. )

Don Karnage: Do what you want with the plane; but I want the boy untouched. So I can tear him into little bite sized PIECES!! (He fires his machine guns. Gunfire rains down on the SeaDuck as the SeaDuck spirals down with the pirates following it. The rain begins to pelt down hard.)

Baloo: (Inside the cockpit looking angry.) What are they after me for? I don't have anything they want.

Kit: Not necessarily. (Kit looks scared. The SeaDuck flies for a few more seconds as more gunfire rains down and several shots miss Kit by inches and hits the control panel. Baloo takes over the controls and pulls up on the stick. Cut to the SeaDuck flying into the air towards the sun and he goes through the five CT-37's; scattering them in various directions.)

Don Karnage: This is no time for a Chinese Firedrill! (This line was cut in the Toon Disney, iTunes and Disney+ versions; but the DVD/Syndication/Movie versions kept this line. Don Karnage turns around his CT-37.) Follow them! (The CT-37's fly up and the SeaDuck spirals up the clouds for a while and then through the clouds which the CT-37's swarm around the SeaDuck seconds later.)

Kit: Baloo! (The SeaDuck goes into a nosedive towards the water.)

Baloo: Boy, they're tougher to shake than ticks on a dog. (The SeaDuck dives towards the water as Mad Dog's plane nosedives towards it close behind.) Hold tight, Li'l Britches!

Mad Dog: (Singsong.) Heh, heh; nowhere to run!

Kit: (Panics.) We aren't gonna make it! Pull up! Pull up!

Baloo: Now just hold on. Old Baloo's not out of tricks yet. (Baloo pushes a switch down on the control panel; this causes the edges of the wing flaps up as the SeaDuck hyperboles up. Mad Dog screams as his plane hits the water with a thud. Kit removes the hands from his eyes. He's in shock.)

Kit: You...No one can fly like that.

Baloo: Great pilot. Great plane. (Baloo pets the flight stick.)

Kit: I'll say. So what's next? (Kit does some flying motions.) A double reverse thimbleman? A pretzel twist?

Baloo: Nope. (Cut to outside the SeaDuck as Don Karnage is following it from behind.) A quick exit.

Don Karnage: Your tail-section is mine!

Kit: But you can fly rings around them.

Baloo: Don't have to. That's Cape Suzette up ahead. (Kit notices the cliff entrance to Cape Suzette.)

Kit: But we'll never make it in time.

Baloo: Those puffs of smoke say we will. (An explosion takes place on-screen near the cliffs.)

Kit: Huh? (Cut to the chase as two missile whiz by the SeaDuck and Don Karnage's CT-37; as they blow up two CT-37's behind him.)

Don Karnage: Nnoooo! The Cape Suzette cannons! (The two CT-37's nosedive and land in the water.) Ooo; they make me so angry. Retreat! Retreat! (Don Karnage and the remaining CT-37's fly away. ) But soon I will have the last ha-ha. After I get the boy and the box. (We see that the two downed CT-37's are piloted by Ratchet and the shaggy dog furry who are part of the raid. Back in the cockpit of the SeaDuck.)

Baloo: Those bozos can never seem to get past the cliff guns. He ha ha ha! Drives'em crazy! (Baloo flies the SeaDuck into the slot in between the cliffs which is the entrance to Cape Suzette. One minor shot of the entrance was only present in the movie version. Kit is happy as we fly through the cliffs and into the city of Cape Suzette.) Cape Suzette, kiddo. What do ya think? (Kit looks out of the window in awe.)

Kit: Wow. (The SeaDuck flies around the city showing us all the sights of the city and then lands on the harbour on the far left side next to a shack like building that doubles as a lighthouse complete with white flag. The SeaDuck stops at the dock.)

Scene II

(Head inside the office of Baloo and the whole place is a mess with papers, food and other stuff stacked up everywhere. Pan left to the door as Baloo opens it; and the entranceway is at least somewhat clean. Baloo and Kit enter the place as Baloo sits down at his chair. Kit looks around and he's not exactly thrilled to be in here.)

Baloo: Ah, it's good to be back. (Baloo rests his feet on a stack of pizza boxes. Kit notices an empty glass with a straw on it and tries to pull it up; but it stuck on the box with chewing gum. Kit is repulsed by it as Baloo grabs a slice of pizza from the pizza box.) You hungry?

Kit: (Still repulsed by the chewing gum stuck to the glass.) Not anymore.

Baloo: (He grabs the newspaper. He starts reading it. ) He-hey! The Sox won the series!

Kit: Huh-heh; that paper is two months old. (Kit takes out some letters from the pile.) Just like these unpaid bills.

Baloo: That's all detail stuff, Kit. Me? I'm a big picture kind of guy.

Kit: No way to run an airline. (Kit puts the letters down on the table.)

Baloo: (Gets up from his chair.) Look, I only work when I have to and no more. Flying is what life's all about. (Baloo kicks open the bottom of the filing cabinet and the bottom drawer opens.) Flying is what life's all about. (Baloo throws out some toys and brings out a red/blue baseball cap.) In fact, I've been thinking of having a navigator. Interested? (Baloo throws the hat onto Kit's head and Kit turns it backwards right away.)

Kit: Me? Oh, no way. I gotta get back to Louie's place.

Baloo: Ah, um, didn't we just leave there?

Kit: Yeah. (Kit walks towards the door.) And I wanna go back, okay?

Baloo: This tough guy routine work on all your friends? (Baloo has his arms folded. Kit turns his back and sighs.)

Kit: I ...don't have any friends.

Baloo: (Walks towards Kit.) Look, sorry Kit; but I'm not due back at Louie's for a few weeks. (Kit turns to the door and there is a knock on the door.)

Kit: But, I have to go now. (Baloo opens the door and walks out to see a hamster furry in a blue suit, blue pants, striped tie and black top hat standing in front of said door.)

Bank Representive: Mr. Baloo?

Baloo: The one and only.

Bank Representive: I'm from the Cape Suzette National Bank. (The bank representive has a pen he pushes the top on and holds a clipboard.) About your plane... (We get a shot of the SeaDuck.)

Baloo: Yeah. Ain't she a beauty? (The bank representive walks towards the dock with Baloo and Kit close behind.)

Bank Representive: You sir; are delinquent on your last six payments and unless funds totaling three thousand dollars are deposited in our fiduciary institution by nine AM tomorrow, we will be forced to foreclose on your aircraft loan. (The bank representive gives Baloo a bill and Baloo looks at it.)

Baloo: Was this guy speaking English?

Kit: He said: no dough, plane go! (Baloo grabs the bank representive and panics.)

Baloo: You're gonna take my plane?! You can't! That's my baby!

Bank Representive: We have sent numerous notices. (Baloo then realizes what Kit was talking about in a balloon replaying Kit with the letters.)

Kit: Just like these unpaid bills. (Baloo puts the bank representive down gently.)

Baloo: I-I-I thought those were sweepstake giveaways. (Baloo cleans him up as the bank representive walks away.)

Bank Representive: Good day.

Baloo: But three thousand smackers? (Baloo holds his head and leans against the office wall at the front door banging on the wall crying.) No! What am I gonna do? What am I gonna do?

Kit: Couldn't you take a job or something?

Baloo: A job? Kit! You're a genius! (Puts his hands on Kit's shoulders.) With a capital J! (Baloo and Kit run on the docks towards the job bulletin board.) Ha ha! I'll just find a job here on the old job board.

Kit: Can you really make three thousand dollars this fast?

Baloo: Yeah, if the job's nasty enough. (Baloo checks the bulletin board.) Ah-ha! A zoo delivery. (Baloo takes a white piece of paper from the job board.) Great! The SeaDuck is as good as mine! (Baloo walks away from Kit.)

Kit: Yeah, you and the SeaDuck. (Baloo stops as he overhears Kit.) Well, catch you around sometime. (Kit is about to walk away; but is stopped by Baloo.)

Baloo: He-hey! This is a two person job, Kit. You help me now, and I'll fly you to Louie's tomorrow. Okay?

Kit: Really? (Does that sarcastic look and folds his arms.) Wwwaittt! What exactly are we delivering?

Baloo: (Scratching the back of his head.) Well, they're sorta...big and mean ...(Baloo shows the height and shows off his boxing skills.) and ugly. (Baloo then waves his nose.) And smelly.

Kit: Oh, no; not Gorilla Birds?! (Kit looks absolutely panicky and flustered at the same time.)

Scene III

(Head into the skies over a jungle as we pan up to see the SeaDuck flying akwardly even worse than when Kit was piloting it. Head into the cockpit as the Gorilla Birds are ostriches with green feathers as they cause mayhem and chaos. Kit is kicking them away while Baloo is trying to fly the plane; struggling.)

Baloo: You see? Nothing to it.

Kit: Yeah right! (Kit pushes a neck of a Gorilla Bird away.)

Baloo: It's a piece of cake. (One of the Gorilla Birds is chomping on the flight stick.) Get'em out of here! They're eating my plane! (Baloo smacks the bird away as the SeaDuck hyperboles. Baloo and Kit scream as we are stablized. Head into the cockpit as the feathers fly.) Whew! Close one... (Baloo then gets whacked in the head with the broom; and Kit's the one holding the evidence.) Hey! Whose side are you on? (We see Kit using a broom to keep the Gorilla Birds at bay.)

Kit: Sorry. (Kit looks bashful even though his voice sounds forceful.)

Baloo: Just lock'em up in the back. Is that too much to ask?! (Baloo pushes another bird away as we see the SeaDuck flying over more jungle. We see Baloo and Kit pushing the Gorilla Birds into the back of the plane. The door is slammed shut and Kit puts the broomstick underneath the door knob to boot.)

Kit: Hey, wait! You were the one who said that this was gonna be a piece of cake! (They turn around and hear gunfire as the CT-37's arrive shooting on full blast.)

Baloo: And it looks like we're in for some icing!

End Of Act II At 15:27 (Syndication) 17:14 (Television Movie)

Act III

Scene I

(We see the SeaDuck flying over the jungle as the CT-37's come down.)

Don Karnage: Get them, my men! Get them! (Back into the cockpit with Baloo still trying to figure this out.)

Baloo: Pirates again?! What could these guy possibly want?

Kit: Don't look at me. (Don Karnage continues to shoot in a recycled shot as Baloo pushes the switch on the control panel as more shooting ensues with another recycled shot from the end of the act.)

Baloo: (At least a half dozen bullets hit the windshield.) Hang on, Lil' Britches! (Baloo swoops down into the jungle as the pirates are forced to scatter in various directions. The pirates are shooting at Don Karnage's CT-37 though as Don is on the transmitter.)

Don Karnage: Men! You nimconpirates! (The SeaDuck flies through the jungle. Cut to inside the cockpit with Kit looking somewhat frightened.)

Kit: You sure don't have to do this to impress me.

Baloo: Just saving our skins, Kit. (Cut to the skies with the CT-37's flying and the SeaDuck flying in the jungle. Don Karnage motioning to Mad Dog to fly down. Mad Dog gives him the okay signal and flies down into the jungle after the SeaDuck. Baloo notices Mad Dog's plane and then notices a wooden bridge inbetween a river. Baloo flies the SeaDuck and clips the bridge causing the bridge to spring right into Mad Dog's plane. Mad Dog's face tells the story as the plane crashes into the bridge, spins around the bridge and it drops into the water. The SeaDuck continues to fly through the river with ease.) Ha ha! Hey, my flying is A plus! Whoa! Yee-agh! (The SeaDuck flies right through a bunch of palm trees as both Baloo and Kit scream. The SeaDuck drops down and bounces off the water and lands on the shore pretty much unharmed for the most part. The engines go dead as Kit finally uncovers his eyes.)

Kit: Yeah; but your landings are C minus! (Cut to the skies as Don Karnage is more and more flustered by the second.)

Don Karnage: (In his plane on the transmitter.) Curses and more curses! They are down there somewhere. Find the boy, got it?!

Mad Dog/Dumptruck/Gibber: Yeah, we got it captain, huh! (The CT-37's fly in various directions. I should note that Mad Dog's plane is literally back in the air minutes after it crashed into the water. We cut back to outside the SeaDuck is checking on the damage caused by the bullets.)

Baloo: I'm sorry, baby. You okay?

Kit: Whew! I think we lost'em. (Baloo comes over to the side door.)

Baloo: Maybe. But it don't figure. I got nothing they want, but they attack us everytime me and you...(Now Baloo is angry and points the finger straight at Kit.) Wait a minute?! You! They're after you! (Kit slumps down on the seat with the hat over his eyes.) Talk to me, kid. What's with you and the pirates?

Kit: Look, what do you care?

Baloo: They're shooting at my plane, son! (Kit gets out of the navigator's door and slams it shut.)

Kit: Yeah; that's all that matters! Your plane, your plane! (Kit turns around and storms out.)

Baloo: Hey, where do you think you're going? (Baloo turns around to look at the back.) Oh, he'll be back...The birds! (The side door is torn off and the Gorilla Birds have escaped.)

Scene II

(Into the jungle as Kit is weeding through grass bashing it with a stick.)

Kit: All he cares about is his plane. Well, I'll get my own plane! Better than his! (Kit goes through the grass and he gets cut off by Don Karnage himself. Kit is in shock.)

Don Karnage: Hello, my boy. Long time no see, si? (Don shows his teeth off to the camera. Cut to Baloo in the jungle with a lasso.)

Baloo: Here, birdy birdy birdies. Heh heh. Come to ol'Baloo. (Baloo walks for a while and then stops and sniffs the air. Three Gorilla Birds dive domb on Baloo and squawking as Baloo wrestles the birds for a while.) Come here, you pillow stuffing! (One of the birds kicks Baloo in the head for good measure. Cut to an upside down shot of Kit looking at Don Karnage, Mad Dog, Gibber, and heyna type furry (Hacksaw) wearing a blue vest, green shorts and on his elbows are bands containing dynamite sticks. The movie version has the shot right side up instead. Also notable in the movie is that Gibber is completely out of position with his hat over his eyes and manages to sneak in to allow Don Karnage to lean on him.)

Don Karnage: Still having trouble remembering where the box is, eh? (In Syndication; Don Karnage was leaning on Gibber's head already and then Don Karnage pushes Gibber away and his hat falls over his eyes; which is basically the same shot in the movie version in reverse. Not only that; the shot is flipped horizontal and vertical in syndication compared to the original. Kit is hung upside down from a tree completely tied up.) Perhaps a night in the jungle will... (Don headbutts Kit in the face and Kit recoils his feet. ) jog your memory. (Don turns his back on Kit as Kit swings and tries to bite Don Karnage in the rear end. One of the few times you actually see that Kit's teeth as fangs.) There are numerous, hungry animals in the jungle, you know. With sharp, pointed... (Off-screen, Kit bites Don Karnage in the rear end, causing Don Karnage to scream.) TEETH! (Don Karnage turns around and grabs Kit.) You...you bit me! (Don Karnage twirls Kit around for good measure.)

Scene III

(Back in the jungle as the Gorilla Birds are rounded up with ropes around their necks and beaks. Baloo is leading them away looking cocky.)

Baloo: March, you overgrown feather dusters! Heh ha ha! Thanks to you, the SeaDuck's all mine!

Don Karnage: This is your last chance, boy! (Baloo stops and the Gorilla Birds bumps into Baloo.) Is the box in the plane?! (Baloo opens the bushes and notices Don Karnage is yelling at an upside down tied up Kit.)

Kit: Plane?! What plane?! I walked here!

Don Karnage: No use protecting your friend! We will find him!

Kit: Oh, friend?! I don't have any friends! (Baloo pops up from the bushes as does the Gorilla Bird.)

Baloo: It's Kit. (One of the birds honk. Baloo pushes the bird down below the bushes with him.) Sssh! Quiet!

Don Karnage: Okay, we'll do it the hard way. Dumptruck! Get me the turnips and the sandpaper. (Cut to Baloo at the bushes.)

Baloo: That kid's something else. I gotta save him. (Baloo pops down and starts untying the birds looking at them with disdain.) Oh, I'm gonna hate myself in the morning. (Dumptruck returns with the turnips and sandpaper; handing them to Don Karnage.)

Don Karnage: Excellent. (Don shows the torture devices to Kit.) Now, my boy; I want some answers.

Kit: Stuff it in your windsock! (Don Karnage drops the devices and is really shocked, appalled and angry.)

Don Karnage: My...wind...sock?! (Don Karnage brings out his sword and points it at Kit.) Why, you little...?! (Don Karnage is about to slice Kit in half like a table; but stops and sniffs the air.) What is that smell? (Suddenly three Gorilla Birds run in and attack the Air Pirates forcing them to scatter as Kit sways in the breeze. Baloo runs in and grabs Kit.)

Baloo: No time to be hanging around, Kit. (Baloo bites the hanging rope and carries Kit away stage left. The air pirates are yelling as Don Karnage climbs a trees whimpering and panicking.)

Don Karnage: What is going on?! What is going on?! (Cut to Baloo and Kit running towards a cliff. Baloo stops at the cliff and Kit almost runs off the cliff; but Baloo grabs him and sets up on his feet at the edge of the cliff.)

Baloo: Yeah!

Kit: Ohh! (We see the SeaDuck on the other side of the river and out comes at least a dozen crocodiles crawling all over each other to try to eat the two bears. Baloo and Kit look at each other.)

Baloo: Pull chocks? {Baloo gives a thumbs up to Kit.}

Kit: Pull chocks. {Kit gives the thumbs up to Baloo.)

Baloo/Kit: OH NOOO! (They jump and they scream loudly as they dodge crocodiles like crazy. Baloo stomps on one of the heads of the crocodiles as some of them nearly bite the two bears, but the two manage to get to the other side. Baloo grabs Kit and throws him into the navigator's chair. Baloo gets in and starts the engines, closing the door behind him.}

Kit: But, Baloo; what about your birds?

Baloo: He-hey, what's more important: those burping buzzards, or my new navigator? (Kit just smiles as the SeaDuck flies into the air, taking off without further incident. Cut to Kit in the back in a locker.)

Kit: Where does he keep his spoons? (Kit closes the locker and heads towards the cockpit.) Baloo? (Kit then notices Baloo talking to the SeaDuck.)

Baloo: Now, remember... You be good to your new owner, like you were good to me. Make me proud. (Kit comes in looking remorseful.)

Kit: I'm...I'm sorry about your plane.

Baloo: (Trying to sound not unhappy.) He-hey! Don't worry, you win some...(Then he feels glum.) ...you lose some.

Kit: (Kit sits down on the navigator's chair with his right leg propped.) Listen, nobody's ever stood up for me before and...Well...I have a treasure. I'll share it with you.

Baloo: Ho-oh, thanks Li'l Britches; but I don't think your bottle cap collection can help.

Kit: No, it's a big, glowing jewel.

Baloo: Sure, Kit.

Kit: Oh why do you think the pirates are after me?

Baloo: A jewel? You mean it?

Kit: I hid it at Louie's. (Kit and Baloo look at each other.)

Baloo: I-I could buy back the SeaDuck! (Kit giggles and holds himself as he plops on his seat.)

Kit: We can buy a whole bunch of SeaDucks!

Baloo: Well, how about we go get it first thing in the morning? You and me. (Baloo and Kit slap hands.)

Kit: I'm gone! Hey, we gotta fly.

Baloo: I'm gone, aidos, bye-bye.

Baloo/Kit: ♪ Don't trouble us with trouble, man; we're gone! (The SeaDuck flies towards the cliff guns as the sun sets. "To Be Continued..." is shown on the bottom of the screen.)

End Of Act III At 21:29 (Syndication), 23:15 (Television Movie)

Part II: Misdeed's And Daring Don'ts!

Act IV

Recap Sequence

(Showing footage from Plunder and Lightning Part 1: Plane For Keeps. The first scene shows Kit popping from the vent and stealing the jewel. )

Narrator: In our last episode...

Kit: For me?! Aw, you shouldn't have!

Narrator: (The second scene shows Kit running to the mouth of the Iron Vulture; jumping off, freefaling and using his airfoil to glide. These two scenes were flipped horizontally for no reason that I can think of.) Kit Cloudkicker ran off with a valuable jewel that had been stolen by Don Karnage and his Air Pirates. While trapped at Louie's place, Kit managed to hide the jewel and then hitch a ride to safety from Don Karnage with a pilot named Baloo. (The third scene shows Kit hiding behind the tiki mask and putting the box in the mask. Next scene shows Kit running and leaping onto the tailsection of the SeaDuck. The next scene showed clips of the Air Pirates dodging gunfire and the windshield getting shot.)

Baloo: Great pilot. Great plane. (Baloo admires himself and flies into Cape Suzette. Kit is in awe and they land on the docks near Baloo's Air Service.)

Narrator: In return, Kit offered to help Baloo save his failing cargo business...

Kit: Wow!

Narrator: ...by splitting the reward for the stolen jewel. (Baloo and Kit slap hands inside the SeaDuck.)

End Of Recap Sequence at 22:02 (Syndication), 23:15 (Television Movie)

Scene I

(Shot of Cape Suzette harbor as a red with yellow trim lands on the water and drives by as we head to Baloo's Air Service. In syndication, the entire harbour is much more bright and cheerful with the buildings and landscape looking much more polished and finished than the movie version. Also; the sign says "Baloo" was added in syndication while the sign in the movie version is completely blank. Head inside as Baloo is snoring as we pan from the stairs to the messy office with Baloo sleeping on the red chair with a soda container in his hands, with his feet on pizza boxes. Kit is sleeping in the hammock with his hat on one of the drawers of the green filing cabinet. We hear alarm clock sounds and Baloo is partally awake and we cut to the alarm clock ringing which in the shape of an airplane. Baloo groans as he throws a pillow at the alarm clock which it tips into the opened filing cabinet drawer; and then rings again as a second pillow forces the drawer closed smashing the airplane alarm clock. Kit wakes up and checks his golden pocket watch (which doubles as a compass as per Mommy For A Day.) and wakes up even more as he puts the watch back. He grabs his baseball cap and puts it on as he jumps down and walks towards Baloo.)

Kit: Baloo, it's already ten AM.

Baloo: (Yawns.) Nothin's getting me out of this chair. (Baloo slumps down.)

Kit: The treasure.

Baloo: (Instantly wakes up.) Ter-reasure?! Oh, Kit; you just said my two favorite words. (Baloo pats Kit on the head. Baloo gets up and yawns and goes to the record player. He opens it to reveal a cheeseburger with lettuce. He pulls the needle onto the record and we play lively Latin music which sounds similar to the I'm Gone song.) Well, man; what a beat. (Baloo dances and eats the cheeseburger.) ♪ I'm gonna be rich! Ho-ho! I'm gonna have dough! Hee-hee! Oh dig it, yeah. ♪ (Kit comes in and pulls on Baloo's shirt to stop him.)

Kit: Whoa! If we don't get to Louie's; this place is gonna be shut down. (Kit apparently has a golden watch on his wrist underneath his sweater which we never see otherwise.)

Baloo: Relax, Kit. The bank wouldn't send anyone this early. (Baloo dances around.)

Kit: You hope. (There is a knock on the door. Baloo motions to Kit to be quiet as we head to the door to see a woman cleaning the window in the door. It seems to be a bear with her hair in the French twist wearing a purple coat, purple pants and a red sweater (white undershirt) underneath. She knocks on the door again as Baloo pushes a boiler over.)

Baloo: Heh heh. Just a customer. (Mistake that wasn't fixed in either version: Rebecca was showing bare legs instead of the purple pants she would wear in the final look. Baloo opens the door.)

Woman: Good morning, I'm Rebe...

Baloo: We're closed, lady. Come back when the sun's warm, like June. Bye-bye. (Baloo closes the door and walks away. Baloo wipes his hands clean as the woman knocks on the door again.)

Woman: Excuse me! Excuse me! (Baloo returns to the door and opens the window to put a sign that says: "Gone Fishin.")

Baloo: Out to lunch, lady. Nobody home. Gone Fishin. (Baloo closes the window on the door as the woman is angry. Baloo continues to dance around; so the woman opens a window from the right of the door as the green flapper rolls up instantly.)

Woman: Ah, oh! (The woman enters the office through the window.) If this how you treat customers, buster; it's no wonder this business is failing. (The woman forces Baloo backwards.)

Baloo: Oh, back off lady. You act like you own the place. (The woman goes towards the record player and turns the needle off as Baloo and Kit watch on.)

Woman: I do. (Baloo opens a clothesline of white shirts.)

Baloo: What?

Woman: (She goes through her purse and shows off the deed to the SeaDuck and the office.) When you didn't pay your loan this morning, the bank sold the deed to me. (The woman gives the deed to Baloo as he reads it. Kit hangs from the clothesline looking sly.)

Kit: Told ya.

Baloo: Oh, they didn't give me time to brush my teeth. (The woman goes over to a table filled with letters and notes on a tray and skewer along with a pot of gruel.)

Woman: You must be Baloo. (The woman checks a couple of letters; drops them and then opens the pot and finds a wet, dirty sock.) The bank says you're a terrific pilot.

Baloo: Ha-heh. Well, that's true.

Woman: (She throws the sock away off-screen in disgust.) I'd be inclined to add sloppy, careless and rude. (Somehow a soda container gets on the table as she takes it and throws it into a barrel while walking past Baloo. Baloo is offended as he takes the soda container from the barrel and places it on the table again.)

Baloo: Wh-what? And just who are you, sister?

Rebecca Cunningham: (Checking a dead plant with the brown pot tied to rope to the ceiling.) Rebecca Cunningham; Business Major. (Rebecca takes off her coat and walks to the closet.) I've been looking for a failed company like this for some time. (Rebecca puts the coat on the filing cabinet and opens the doors to reveal a dozen eyes staring at her.) Urrgh. (Rebecca slams the door.) And now that I've sunk my live savings into it, I'm going to turn this place into a real money maker. (Rebecca walks around and finds a mirror in the back of a shelf with a cloth, lightbulb and some other junk.) Yes. This definitely needs a woman's touch... (Rebecca takes the cloth and wipes the mirror with it. Then she takes the stuff; including a starfish and throws it into the drawer she opened.) or a bulldozer.

Baloo: Now, listen you... (Kit gets in front of Baloo before things go really south.)

Kit: Oh, sounds terrific, lady. I'll bet you do just great here.

Rebecca: Why, thank you.

Baloo: Kit?!

Kit: (Whispers.) Forget her, Baloo. Remember the treasure.

Baloo: Hey, yeah, yeah. (Baloo takes out his keys with the golden winged crest attached to them and spins the thing. Baloo and Kit walk towards the door as Rebecca is picking up a box.) Well, enjoy yourself; Miss Manager. (Baloo dances.) Kit and me are off to Louie's place. (Rebecca runs in, steals the keys away and walks off stage left.)

Rebecca: Not in my plane, you aren't. (Baloo goes after him angry.)

Baloo: Now just a prop-spinning minute; the SeaDuck is mine! (Rebecca brings out the same deed Baloo read earlier.)

Rebecca: Not according to the bank. (The back of the paper is pink in color by the way.)

Baloo: Oh, that's it...!

Girl's Voice: Mommy? Do I still have to wait in the car? (We zoom to the window to see a blond bear cub with blue overalls, a pink shirt, blue ribbons tied around her ears and oversized underwear crawling through the window. Kit is in complete awe seeing this as she brings in a bear doll with black hair wearing a white/blue dress with black shoes on into the office.)

Rebecca: Oh, I'm sorry honey. (The girl walks towards Rebecca and Rebecca grabs her in an embrace.) Come see our new place. Uh, this is my daughter Molly. (Molly looks at Baloo with glee and Baloo's not amused by this.) We'll be staying here until I find an apartment. (Rebecca walks into the next room with Molly.)

Baloo: Swell.

Molly Cunningham: (Wiggling around.) Wow! Can I keep my room this messy? (Baloo walks in close behind.)

Baloo: Now, let's be reasonable, lady. That plane is my baby! (Rebecca turns around.)

Rebecca: Fine. Fifty thousand dollars and she's yours. (Rebecca walks out.) In the meantime, I have an opening for a staff pilot. (Baloo comes out close behind as Kit watches with a smile watching Rebecca with Molly.)

Baloo: He-hey! If you think I'm flying for you, brown-eyes; you got your hair tied too tight. (Kit tugs on Baloo's left arm.)

Kit: (Whispering.) Louie's! Louie's! (Kit then extends his arms like airplane wings.)

Baloo: Huh? Oh, oh, yeah, yeah. Ah, come to think of it, I'd love to be your pilot, Becky. (Baloo takes the hat off and puts it over his chest.)

Rebecca: Good. And it's Rebecca, not Becky. (Molly is sitting on the arm rest of the red chair as Rebecca goes over to Kit.) Now, who else do we have on staff?

Kit: (Smiles, then ponders for a split second and then takes the hat, putting it over the chest.) Kit Cloudkicker, ma'am. I'm the navigator. (Kit puts the hat back on backwards as Molly stands up.)

Molly: Hey, can I be the tail-gunner? (Molly jumps on Kit's back and Kit runs rings around Rebecca while Molly makes machine gun noises.)

Rebecca: No, honey; you're too young. (Kit bumps Molly into the red chair.)

Molly: Awww! (Molly then gets onto the arm rest as Baloo does not look amused at all.) I bet being a pilot is the funnest thing in the whole world. (Molly flops back onto the seat of the chair.)

Baloo: (Arms folded.) Huh, used to be. (Rebecca is so happy.)

Rebecca: Gosh! Suddenly; I've got an office, a plane, and two of my very own employees. (She turns around and the trap door with trash is opened; shoving the stuff aside. Out comes an orange mountain lion wearing white coveralls, and an orange visor cap. He has poop all over his hands by the way; and he has one sewer pipe with him.)

Male Mechanic: Hey, Baloo; I finally fixed that sewer pipe. You want the old one? (Rebecca is instantly repulsed by this.)

Baloo: Make that three. Our mechanic, WildCat. (WildCat gets up and walks towards Rebecca.) WildCat, meet Rebecca Cunningham; our new boss.

WildCat Puma: Really? Well, you smell pretty good for a boss. (WildCat shakes Rebecca's hand and then walks off. Rebecca is repulsed by this as she shakes the poop off her hands.)

Rebecca: Eh, thanks. (WildCat looks through the sewer pipe.)

WildCat: This poor little guy was all clogged up. (Disney Captions had it as "This part of the guy".) He was saying: "Help me! Help me! I can't breathe. I got a cold." (WildCat holds his neck and flops onto the floor.)

Rebecca: This is a mechanic? He couldn't tell a screwdriver from a bus driver. (Baloo has his arms folded.)

Baloo: Oh, yeah? (Baloo walks over to the chair.) Watch. (Baloo brings out a pail and takes out a telephone (which is somehow wireless I might add) and puts it down on a crate. He then bashes the telephone and it breaks into pieces. Rebecca is in shock as Baloo picks up the pieces by the wires.) Oh, WildCat? I think there's something wrong with the phone. (Puts the broken telephone in WildCat's lap.)

WildCat: (Sits up.) You could be right. You oughta be more careful.

Baloo: (While WildCat is speaking and fixing the phone off-screen.) Ten, nine, eight, seven, six, five, four, three, two, one... (The phone is ringing.)

WildCat: (All the poop has magically vanished now.) It's for you. (Baloo and Rebecca walk towards WildCat.)

Baloo: (Chuckles.) You were saying? (Rebecca grabs the phone and listens into it.)

Rebecca: Well, at least something works around here.

Scene II

(Car honking on a street somewhere in the city of Cape Suzette. Pan up to a large tower in the background and then cut to inside a giant, dark office run complete with man eating plants and jungle folige. Pan over to a tiger furry in a full grey business suit and pants near the right side of his large desk behind a giant window. He has put gloves on and his trimming and attending to his venus flytraps. A sliding door opens and in comes a tiger in a vest, white shirt, red bowtie and grey pants runs in. He looks scared.)

Tiger Furry: Eh, Mr. Khan? Mr. Khan?

Shere Khan: (Khan looks at him as the other tiger stops and is in fear as Khan puts the scissors down and goes to his desk. The other tiger furry's teeth are chattering as Khan sits down at his desk and takes off the gloves.) Speak. (I should note that Khan did the same taking the glove off the same hand twice in both versions.)

Khan's Yes-Man: (Also drops onto his knees before getting himself back up.) Uh, uh...I have an update on the stone, sir.

Shere Khan: It's been found?

Khan's Yes-Man: Uh...Not exactly, sir. Uh...But you'll be happy to know we located our pilot, safe and...(The venus flytraps are not amused.)

Shere Khan: Where is the stone?

Khan's Yes-Man: (Gulps as one of the vines manages to wrap around Yes-Man's ankle.) It's been st-st-st-stolen.

Shere Khan: By whom?

Khan's Yes-Man: (Being pulled towards the venus flytrap.) Air P-p-p-pirates. (Khan's claws come out and he scratches the desk while still sounding like he doesn't care.)

Shere Khan: (Sighs.) I've spent years building Khan Industries into the biggest corporation in the world. (Khan gets up and walks towards the venus flytraps with a jar of bugs as one of the bugs he picks out is begging for mercy.) And I've discovered that business is like a jungle. You see, there are the eaters... (Venus flytrap is salivating as Yes-Man is being pulled in and he gasps.) ...and there are the eatens. (Yes-Man is pulled up upside down as Khan feeds the venus flytrap some bugs.) Find those pirates. (The flytrap uncoils his vine and Yes-Man is dropped down onto the floor.)

Khan's Yes-Man: (Gulps.) Y-yes, sir. (Yes-Man runs away towards the elevator.)

Shere Khan: Heh heh heh. Bon appetit. (Khan walks to the window and looks out of it.)

Scene III

(Cut to a shot of Rebecca behind the sign posts as Baloo's Air Service sign is gone and the"Higher For Hire" sign is lifted up onto the post by three furry carpenters: One is an rhino, one is an otter and the other I'm not sure of; wearing overalls, shirts and hats of different color. The unknown furry supervising has a red tie on. Also added is a gold colored propeller attached to string underneath the sign.)

Molly: Look Mommy; I'm done. (Molly is standing on the left platoon with a green balloon in her left hand as we pan up to see eight balloons; two of each green, black, blue, and pink; tied to the SeaDuck wing. WildCat is on the left wing painting. Cut back to Rebecca cheering it on.)

Rebecca: Fabulous! (Rebecca turns around.) Get out here, Baloo. Let me take a look. (Pan over to the side door of the office.)

Baloo: Forget it, lady! I'm not going out in public like this.

Rebecca: If you ever want to fly the SeaDuck again, you get out here on the double!

Baloo: (Slowly opens the door.) All right, all right. (Baloo and Kit come out wearing soda usher outfits with propeller hats, absurd suits. Baloo's suit is too small; while Kit's is too big.) Oh, I feel like a flying fool. (Baloo and Kit aren't exactly thrilled although Kit is trying his hardest to smile during all this as Baloo is shocked and appalled because the SeaDuck nosecone is painted up like a clown and the sides are painted up like a rainbow with balloons in six different areas.) What?! What did you do with my plane?! (Baloo and Kit run down towards Rebecca as the carpenters doing the sign walk up the docks to leave.)

Rebecca: Isn't it wonderful? And, incidentally, you look terrific. From now on, you're gonna get noticed. (Baloo is angry; but Kit keeps smiling.)

Baloo: Ooh, I'm telling you no one's gonna hire a pilot dressed like a flying soda jerk. (Rebecca folds her arms.)

Rebecca: Oh, no? What if I told you I just landed us the sizable Fandango Mango account?

Baloo: You're pulling my propeller. (In comes a backup truck carrying crates of melons, mangos and other exotic fruits and it stops on the docks. An almond bear furry wearing Baloo's shirt with red sleeves and a blue cap appears with a clipboard.)

Fandango Mango Driver: Is this Higher For Hire?

Rebecca: (Walks up the docks towards the driver.) Why, yes; I'm the owner, Rebecca... (The driver brings out a trolly of three crates.)

Fandango Mango Driver: Mangoes! Which plane, ma'am?

Rebecca: The pretty one. (Baloo goes over to the sign and is shocked and appalled again.)

Baloo: Wh-wh-what happened to Baloo's Air Service?

Rebecca: Higher For Hire is cuter. All right, I made the deal. Now you deliver the goods. (Rebecca finally takes Baloo's keys and gives them to him. Molly then goes to Rebecca (who has somehow managed to climb through the plane on her own.) and pulls on the pant leg.)

Molly: Can I go too, Mommy? Please, oh, please? Please, please, please?

Rebecca: Sorry sweetie.

Molly: But I promised Lucy.

Kit: Ooo, Lucy looks scared right now; but maybe she'll be ready to fly next time. (Molly goes over and hugs Kit.)

Molly: Okay, Kit. (Kit walks over to Baloo.)

Rebecca: Thanks. (Kit and Baloo walk towards the SeaDuck as Molly waves at them.)

Scene IV

(We cut to the Rainbow SeaDuck flying over the harbour showing off the tugboats, the plane from the beginning of the episode coming in and a tugboat towing a blimp. The SeaDuck flies over that and then under a boxed airship which we get a reflection shot of it when Kit stand up and looks at it with awe. The SeaDuck flies out of the slot between the cliff guns and out to SeaDuck and flies around the right corner.)

Baloo: Gone! Solid gone! We're free! (Head back into the cockpit as Baloo is happy while Kit takes his hat off and throws it away.) Boy, we sure put one over on that old Becky. (Baloo and Kit laugh.)

Kit: Oh, she's not so bad. I kinda like her.

Baloo: (Struggling to get his uniform off and throws away those rainbow curtains with the daisies on them out of the window.) Well, maybe she knows business; but she's got a lot to learn about planes. (Baloo yawns as Kit looks bored.) Take the stick, Lil' Britches; while I climb out of this monkey suit. (Baloo stands up and walks to the back as Kit wakes up and rushes and plops himself right on the pilot's seat, taking over the controls.)

Kit: Roger, skipper! (Cut to the skies with Don Karnage, Gibber Dumptruck and Mad Dog in their CT-37's flying stage left through the clouds.)

Don Karnage: (In his plane on the transmitter.) Attention, my noble pirates! This is Don Karnage here speaking to you with my voice. Keep your eyes peeled, men. That plane with the box is bound to come out later or sooner. (The planes turn around and after Don Karnage turns around, the curtain Baloo threw out lands right in Don Karnage's face. Karnage goans on cue and peels off the curtain looking flustered.) They shall not pass. (The SeaDuck then flies past them in the opposite direction without any incident whatsoever. Probably because a giant cloud obscure their view as the SeaDuck flies above the cloud, while the pirate fly below it. Head back in the cockpit with Baloo chuckling as Kit puts his sweater back on.)

Baloo: Wouldn't old Beckers pop her pearls if she knew we was going to Louie's. (Kit puts his hat on backwards as usual and laughs with Baloo; but no sound comes out.)

Kit: Yeah, but how is she ever gonna know?

Molly: What's so great about Louie's?

Baloo/Kit: Molly! (Baloo and Kit turn around and Molly appears out from the back into the cockpit with her doll Lucy.)

Molly: Lucy's not scared no more.

End Of Act IV At 31:56 (Syndication), 33:35 (Movie Version)

Act V

Scene I

(Back in the cockpit of the SeaDuck as Baloo is shocked looking at the plane and then turns to notice Molly. )

Baloo: Now, how did you get here, button-nose?

Molly: I hid in the mangoes.

Baloo: (Flustered.) Oh, great. (Now he's angry.) You shouldn't have come, little lady. Now I gotta take you back. (Molly comes over and pulls on Baloo's shirt.)

Molly: Oh, please take me with you. I'll be real good.

Kit: Sorry, but you're taking a one-way trip home. (Molly is not amused by then and turns around to walk towards the back.)

Molly: Well, okay. Mommy probably didn't want me to go to Louie's anyway. (Kit instantly turns around (One of his sleeves becomes brown colored in the movie version.) with Baloo as Molly gets an evil grin on her face.)

Kit: Louie's?!

Baloo: Um, now; you don't have to tell your Mom about Louie's. (Molly turns around.)

Molly: Oh, I won't...If you take me along.

Baloo: Why you sneaky...(Laughs.) You know something, pigtails; you think like me.

Kit: I guess we're going to Louie's. (Molly bounces over to Baloo and sits on Baloo's lap.)

Molly: Oh, thank you, thank you, thank you! (Kit can only smile.) Captain Cunningham to navigator; (Molly is on Baloo's belly with the pilot's cap on.) watch out for pirates! (Molly makes airplane noises and machine gun noises as the SeaDuck flies around towards Louie's in the background.)

Scene II

(Outside at Louie's and then we head inside Louie's. Louie hops in; takes his hat off and uses his foot to hold onto Molly's right hand as Louie kisses the hand.)

Louie: My, my, my; Baloo! These stewardesses are getting young and prettier every day. (Baloo and Molly are standing.)

Baloo: I thought Molly might like one of your world-famous Krakatoa Specials.

Molly: Oh, what's that? (Louie is holding his hat before putting it back on.)

Louie: Why, just the most de-bopa-licious sundae you ever tasted. (Molly giggles as Louie puts her on one of the stools. Louie goes behind his island and scoops ice cream into a large bowl and sings the scat song; the same one I tried to translate from For Whom The Bell Klangs. Molly giggles some more as Baloo whispers to Kit.)

Baloo: Now, where's that old treasure?

Kit: Follow me. (Baloo and Kit walk up the stairs as Kit takes the box out of the Tiki Mask.)

Baloo: Ooh-hoo! I feel a fortune coming on. (Kit opens the box and reveal a red crystal line stone.)

Kit: Ta-Da!

Baloo: Well, pop my peepers. (The crystal sparkles as we cut back to Louie bringing out a coconut bowl with six different flavors of ice cream and cream dripping from the sides along with blue flame sparklers and putting it on the counter in front of Molly.)

Molly: Ooo! Sorry Lucy; but there's not enough here for the both of us. (Louie brings out a spoon as Baloo whispers to Louie.)

Baloo: Psst? Louie? (Molly has the spoon and starts eating the sundae. Baloo and Louie walk towards the right end of the island as Baloo gives him the red stone.) Could you give as a bead on this bauble? Like, what it's worth? (Louie takes a look at the stone with his jeweling lens.)

Louie: Ooohh! (He keeps looking at it. The animation is completely different in the movie version: He looks at it while looking into the camera more, and looks at it from the opposite eye than in syndication. The stone sparkles a lot more and causes a flash of light to go into Louie's eye, causing Louie to be dizzy for a half second. The audio is the exact same as in both versions by the way.) Aah! Yowza!

Baloo: Yeah. yeah?! How much is "Yowza"?!

Kit: Yeah, in round numbers.

Louie: (Finishes looking.) Nothing, cuz. It's not a jewel.

Baloo: Nothing?!

Louie: Nada. Zero. Zip. Zilch. It's man-made, man. (Louie jumps over the island and gives the stone back to Baloo.)

Baloo: Aw, nuts! (Baloo is angry and throws the stone in the trash can nearby the island. It falls on it's side as Baloo and Kit storm off stage left. Molly then overhears this as she has completely eaten the sundae within a minute and goes over to the trash can (which has somehow gone back to it's normal position.) noticing the stone is buzzing and a red glow coming out of said trash can.)

Molly: Oooo, pretty. (We cut to Baloo and Kit sitting at the table sulking.)

Kit: I still don't get it though. If the rock is worthless, then why did Karnage steal it from Shere Khan?

Baloo: Shere Khan?

Kit: Yeah, Karnage lifted it from one of Shere Khan's planes.

Baloo: (Looking over to the trash can in a sly look.) Is that a fact? (Baloo goes over to the trash can and tries to pick the stone up, but it shocks him and Baloo goes flying into the table and tips it over off-screen.) YEOW! (Baloo gets up and breathes on his hand and shakes it. Baloo crawls over to the trash can and grabs the stone out of it.) Maybe this nightlight is worth something after all.

Scene III

(So we head on the docks outside Louie's with Baloo, Kit, Louie and Molly walking towards the SeaDuck.)

Baloo: When we get back, we'll pay Mr. Khan a visit. Maybe there's reward moola. (Everyone except Molly walks towards the side door of the SeaDuck. Molly stops and looks up seeing something that is curious to her.)

Molly: Hey, look; birdies. (Baloo and Kit look up and notices that it's the air pirates in their CT-37's and they shoot down on Baloo, Kit, Louie and Molly as Louie scatters stage left. Baloo grabs Molly and both he and Kit run into the SeaDuck as the bullets are literally missing them by mere inches. The pirates shooting continues as they hyperbole and more bullets break up the paint job as they fly around some more. In the syndication version; the SeaDuck's rainbow paint job was just starting to peel off when they started shooting and it wasn't as damaged as time went on, with the exception of the entire left side. In the movie version; it's already nearly completely bare metal on the nosecone and the paint was coming off even faster already.)

Don Karnage: Attack! (More shooting from the air pirates as we head back to the cockpit.)

Baloo: Why do they keep chasing me? (Baloo is starting the engines. Kit has this confused look. Syndication version: The SeaDuck's paint job is as damaged as the movie version from here on out. Baloo turns the SeaDuck on a dime and tries to take off; but Mad Dog's plane bumps the top of the roof and causes the SeaDuck to bounce down and off the water. Back in the cockpit with Baloo feeling the effects.) Here goes Becky's paint job. (Baloo does a barrel roll and rolls the plane (which has changed from red to blue now.) and rolls the CT-37 into the water with a thud. Mad Dog bounces off the water for a while. The SeaDuck takes off into the skies as five CT-37's go after it as Mad Dog is magically back in the air once again literally seconds later. Back in the cockpit with Baloo sitting in the pilot seat with Kit and Molly sitting together in the navigator's seat.) Quick, grab me some mangoes. (Kit unbuckles himself and runs to the back as Molly puts her sundae down. Kit returns with about a half dozen giant mangoes as one of them falls onto the ground. Molly grabs it and carries it towards Baloo.)

Molly: Wow! Are they real pirates? (Kit drops the mangoes on the floor as Baloo grabs the one Molly took.)

Baloo: Yup, and let's hope they're real hungry. (Baloo takes the mango and throws it into the propeller as it slices into slices and all of them splat right into Don Karnage's face. The mango slices look like pineapple rings in the movie version; while more closer to mango rings in syndication.) Ha ha! Here's fruit in your eye! Bullseye! Right on the button, Ha! (Baloo is holding a second mango as it is shot out of his hands by a bullet from one of the airplanes. Baloo looks at his hand, is in fear and then gets inside and shuts the window.) Nix that idea. (Kit then brings out his airfoil and opens it.)

Kit: Got any rope, Baloo?

Baloo: Huh? (Cut to outside as the tailsection door of the SeaDuck opens and out comes Kit on his airfoil surfing with Molly's bowl of ice cream which has reduced to four scoops of ice cream from six.)

Kit: Yahoo! (Cut to the cockpit from the windshield shot of the camera as Baloo and Molly look on as there's a rope attached to the back of Baloo's seat.)

Baloo: Now, where did he learn that? (Baloo looks scared to death, but Molly is loving this.)

Molly: I don't know, but I want a go next. (Cut outside to Kit as he goes over to Gibber's plane.)

Kit: Ha ha! You want some dessert? (Kit throws the ice cream into Gibber's face and Gibber's plane goes into a tailspin towards the water below. In the movie edition; you can see the beginning of Kit doing a belly laugh before they cut away to show Gibber's plane spiraling out of control. The laughing was moved to a few seconds later. Dumptruck gets in from behind and shoots at Kit literally from point blank range.) Uh-oh. (Kit manages to dodge the gunfire to go to the right as he ties the rope around his right ankle. He gets underneath to dodge more gunfire and get to the fuel engine and he opens it. He pulls out the fuel line pipe and Dumptruck's plane goes into a nosedive as Kit goes to the left and then underneath towards the right.)

Dumptruck: I hate when that happens.

Baloo: (Back to the cockpit flying.) Man, that kid is dynamite. Ha ha ha! (Molly is looking at him funny.) Whoa! (Baloo pulls to the right as we cut back to Kit looking brave for about ten seconds and then looks scared as then the air pirates shoot from the front right at his airfoil as the bullets deflect off of them.)

Kit: Whoops; time to get out of the rain. (Kit pulls the rope back up as more gunfire is being shot at him. Cut to Molly hugging Lucy looking scared.)

Molly: Don't look, Lucy. (Cut back to Kit struggling as the rope is shot by gunfire; forcing Kit to grab on the rope that isn't cut. The bullet was literally an inch away from hitting Kit in the head here. The pirates circle around and come together as Kit surfs into the back of the SeaDuck and the doors are closed by Baloo. The doors close as Kit walks back into the cockpit.)

Baloo: Boy, you are something else, Kit. (Kit is panting as he sits down with Molly and buckles up.)

Kit: Thanks, but we're surrounded. How do we get outta here?

Baloo: Only one way left. (When Baloo pulls the stick back; they forgot to add a pole to the stick; or cut away before he pulled back on the stick. Cut to outside as there are now NINE planes after the SeaDuck; then a closeup of Don Karnage cleaning himself. The SeaDuck spirals up into the clouds.)

Don Karnage: He cannot make a fruit salad out of me! Follow him! (The nine CT-37's climb up after the SeaDuck. Back in the cockpit as Baloo is struggling with the controls.)

Baloo: Ah, Becky's mangoes are slowing us down.

Kit: What'll we do? (They recycle the shot of Baloo pulling down the lever that connects to the tailsection door of the SeaDuck. The doors open and all of Rebecca's mangoes and cargo free fall out and splat right into all of the CT-37's and the crew. By the way; in the movie version: The SeaDuck is re-painted yellow; while the syndication version is all bare metal like it should be.)

Don Karnage: Uh-oh. (Don Karnage takes some mangoes in the face and then taking a second mango in the face, as we pan over to Gibber eating a mango and grabs the flying propeller at the same time. All the pirates scream as Gibber just smiles in relief as all the CT-37's all fall into the water below. The SeaDuck flies away to the northeast towards the sunset.)

Baloo: You know, I lose more cargoes that way.

End Of Act V At 39:23 (Syndication), 39:37 (Television Movie)

Act VI

Scene I

(Back at the docks of Higher For Hire as the SeaDuck looks in terrible shape as there is crumbling, shattering and the back door of the SeaDuck Duck is dropped. Rebecca is pacing on the docks angry at Baloo and Kit.)

Rebecca: I can't believe it! My plane ruined, my shipment destroyed; and I have only been in business one day.

Baloo: It was air pirates, I tell you!

Rebecca: Why would pirates want mangoes?!

Baloo: (Ponders it over.) Uh, vitamin C?

Rebecca: I don't believe this for a second! (Stomps her foot down.) You're up to something, Baloo. (Rebecca backs him up as Molly comes out of the side door.)

Molly: But, Mommy; he's telling the truth.

Rebecca: Molly! (Rebecca goes over to Molly and grabs her.) You took my daughter joyriding? Well, you're never gonna see your plane again, buster!

Molly: Oh no, Mommy. Me and Lucy sneaked away and then he dumped the fruit to save me from the pirates. Right, Baloo? (Molly winks at Baloo as Baloo and Kit are surprised. Rebecca looks at Baloo.)

Rebecca: I guess I owe you an apology, Baloo; and a thank you. (Molly is set on the docks and then Rebecca shakes Baloo's hand.)

Baloo: Ah, forget it, Becky. It's all water under the wing. (Baloo, Rebecca, Kit and Molly walk towards the office.)

Rebecca: But that still doesn't explain what happened to your uniforms.

Scene II

(Cut to inside the office of Higher For Hire with the white inflatable tube being part of the sign outside. Molly is making machine gun noises and airplane noises inside wearing pink footy pjs in a wheeled chair being raced around the office floor by Kit. )

Molly: Look out you pirates, it's Danger Woman! (Kit wheels the chair towards a conveniently placed hammock and Molly slingshots off the hammock and the force drives Kit on his rear end on the floor. Molly goes flying and lands on a sleeping Baloo without the pilot's cap; who is sleeping in the red chair. The office is also almost completely cleaned up by now, save for some fruit in a bowl on a table next to the chair.)

Baloo: Ooof! (Baloo wakes up and grabs Molly.) Heh heh. Say, did you get clearnace for that landing? (Baloo plops Molly on his belly and proceeds to tickle her in the ribs causing Molly to struggle and giggle. Kit goes over to the chair off-screen as we see Rebecca coming down the steps with pillows and blankets in purple slippers and a purple trim blue robe. Molly somehow got the pilot's cap on (The pilot's cap was on top of the chair.) as she is tickling Kit in the neck so much that Kit has to pull the cap over her eyes to stop it.)

Rebecca: (Giggles.) Time for bed, Molly.

Molly: (Pulls the hat up.) Aw, I want to fly some more.

Rebecca: Sorry, honey. Kit and Baloo have to sleep now too. (Baloo yawns as he grabs Molly again while Rebecca puts the blankets down on the floor.)

Baloo: Yeah, short-stuff. Even aces need their shut-eye. (Baloo pokes a finger on Molly's chest causing her to kick her feet. In the movie version; Molly also giggles when this happens. Molly puts the pilot's cap over Baloo's head. Rebecca puts a pillow on the red chair as Molly is placed on the chair. Music from Home Is Where The Heart Is is actually playing in syndication; but no lyrics. Kit watches on as Rebecca tucks Molly in; this causes Kit and Molly to look at each other and smile.)

Rebecca: (Gives a blanket and pillow to Kit.) Here, so my flight crew doesn't get chilly. (Kit is surprised this happened.)

Kit: Uh..Gee, thanks Miss Cunningham. (Kit walks over to Baloo who has already taken a pillow and blanket.) Good night.

Baloo: Sleep tight. (Baloo and Kit walk out.)

Molly: (Waves to Baloo and Kit.) See you later, navigator. (We head outside after dark as Baloo walks on the docks looking at Khan Tower. Kit is standing, looking straight at the front door of the office, in thought.)

Baloo: Ha ha! First thing tomorrow, we lay our surprise on old Shere Khan. Right, Kit? (Kit then turns towards and walks towards him.)

Kit: Uh...eh, right Baloo.

(Cut to Rebecca putting a pillow on the hammock. Molly wakes up on the chair.)

Molly: Mommy? I can't sleep.

Rebecca: Why not honey? (Rebecca goes over to the chair.)

Molly: This place...is not like home.

Rebecca: Oh, don't worry. Home is where the heart is, wherever you may be. (Rebecca goes over to the filing cabinet, opens the top drawer and brings out a palm tree imaged cookie jar.) There'll always be a home for you, here inside of me. (Molly takes a cookie from the jar and chews on it.) Home is where the heart is, and whatever we may do. (Cut to outside as Baloo dances towards the SeaDuck as Kit looks on and hears Rebecca singing. Kit smiles at Baloo and turns around in the direction of the office.) There'll always be a part of me, here inside of you. (Cut to WildCat outside at his hammock pulling on a rope to turn the front porch light out.) Four walls may surround you and protect you from a storm. (Kit goes over to the window and sees Rebecca over at the chair hugging and singing with Molly.) But my two arms around you will keep you safe and warm. (Cut to another angle with Rebecca and Molly as a reflection as Molly is sat down on the chair with Kit watching from the window looking happy.)

Molly: But what if I'm not with you...or...or..what if I'm alone? (The second Molly said that, Kit feels somber. Cut to Molly snuggling in the covers.)

Rebecca: Remember where my heart is, and you'll always have a home. (Rebecca tucks Molly in and kisses Molly on the check. Molly goes to sleep as Rebecca turns around and notices Kit at the window. Without even letting on that she notices him, she goes to the window sill, and puts the cookie jar on the window sill before walking away.) Remember where my heart is, and you'll always have a home. (Kit is surprised as he takes the cookie jar and covers with him. He runs into the back of the SeaDuck as we cut to Baloo sleeping on the lower bunk bed and Kit is on the top bunk bed in his covers wearing just his white undershirt with the cookie jar. He pulls on a rope connected to the ceiling light inside the SeaDuck and turns the lights out. He takes out one cookie and eats it.)

Scene III

(Cut to outside on the harbour as we pan over to the slot in between the cliff guns. Crickets and water sound effects ensue as we see a small boat being rowed by Don Karnage wearing a hat and a candy cane striped shirt along with Mad Dog dressed with a pink dress and white shirt and Dumptruck dressed in a black suit.)

Don Karnage: ♪ O sole mio! O so do you-o. (The spotlight is on them.) O di police-so. Stay very calm. (Don Karnage hums as the spotlight moves from him to Dumptruck and Mad Dog.)

Cliff Gun Officer #1: Who goes there? (Dumptruck looks up.)

Dumptruck: Huh? When? (Mad Dog grumbles.) Good evening, officers.

Don Karnage: Scusi, signoree. The young lovers, they need their privacy, si? (Dumptruck tries to kiss Mad Dog; but Mad Dog slaps him in the jaw. The spotlight is dimmed.) Grazie. (Don Karnage rows into Cape Suzette harbour and then opens a panel to bring out a propeller connected to a small motor.) Arrivederci, copper! Now to find that plane. (Mad Dog has the binoculars and groans.)

Mad Dog: Aw, but there's a thousand of 'em parked in Cape Suzette, boss.

Don Karnage: HA! Then we shall search every one until we find the box.

Mad Dog: I had a feeling you were gonna say that. (The rowboat motors towards the city.)

Scene IV

(Back to the docks of Higher For Hire as the SeaDuck is magically repaired, even though it was bare metal earlier and wasn't fixed throughout the night. Seagulls fly around as we head inside the back of the SeaDuck as Baloo is up and Kit has woken up. Apparently; he decided to wear his green sweater sometime during the night. Also, his blankets went from white to purple or navy blue.)

Baloo: Rise and shine, Lil' Britches. The early bird worms the best deal. (Kit puts on the baseball cap and yawns.)

Kit: Yeah, Shere Khan. (Kit and Baloo exit the SeaDuck and walk onto the docks towards the office.)

Baloo: Ooh, I bet we get two hundred bucks for this sparkler.

Kit: You think it's smart just walking into his office with it? (Baloo and Kit stop in front of the office.)

Baloo: Say, you're right Li'l Britches. (Baloo and Kit walk in from the storage and then we cut to inside the office as Baloo opens the side door (the one with the dart board on it.) to see Molly sleeping on the chair. Rebecca tosses in her hammock as she has also put her clothes back on during the night. Baloo opens the door some more.)

Kit: What'ca doing?

Baloo: Better leave it here. Don't wanna tip our hand too soon. (Baloo takes Lucy and puts the crystal in her back. He puts the doll near Molly and tip toes out of the office. Kit and Baloo then try to tip toe out; but Baloo bumps into a bunch of trash off-screen as we cut back to Molly waking up and she's the only one not in her regular clothes.)

Molly: Kit? Baloo? (Head outside as Baloo and Kit tip out outside the building and towards the city. Pan over to the SeaDuck which changes from dark black to it's original color (or damaged state depending on version.) as the motorboat containing Don Karnage, Dumptruck and Mad Dog arrives at the docks of Higher For Hire.)

Don Karnage: Look! This is it. (The motorboat lands on the dock and Don Karnage hops off it. Don observes the thing and then goes over to Mad Dog.) Cut the engine.

Scene V

(Cut to the street overlooking Khan Tower on the sky shot as we pan over to Mr. Khan's office window and then inside Khan's office as Khan is looking out from his window.)

Baloo: So you see, Mr. Khan; sir. If we could get the stone back, what might it be worth to you? (Baloo is leaning on the desk as Kit watches on.)

Shere Khan: (Turns around.) Well, Mr. Balloon...

Baloo: Uh, Baloo.

Shere Khan: (Pacing around.) Yes, that stone -- as you call it -- is an electrical alloy developed by my scientist. (There is a letter cutter shaped like a vorpal dagger on the desk. Kit grabs it by the blade.)

Baloo: So that's why it zapped me. (Kit puts the dagger in his left hand and fences for a moment until Khan grabs Kit's left arm and grabs the dagger back.)

Shere Khan: I'll make it worth your while to return it. What would you say to a hundred? (Khan is now filing his nails with the dagger.)

Baloo: Only a lousy hundred bucks? (Baloo and Kit look at each other.)

Shere Khan: A hundred thousand lousy bucks. (Baloo is in shock and then snaps out of it.)

Baloo: Dollars?

Kit: Dollars?

Baloo: Sit tight, Shere baby; we'll be back before you can say "Sea Duck"! (Baloo and Kit walk out of the office. Shere Khan giggles as the elevator door closes after they enter.)

Shere Khan: Yes. (Shere Khan uses the dagger to open a letter on his desk.) It's worth fifty times that.

Scene VI

(Shot of Kit and Baloo walking towards the offices of Higher For Hire.)

Baloo: I'm gone, aidos bye-bye!

Baloo/Kit: Don't trouble us with trouble, man; we're gone! (Baloo and Kit make it to the front door of the office.)

Kit: We did pretty good, huh?

Baloo: Ha-ha! One hundred thousand smackers! Oh-ho! Now I can back my plane back and get outta here. Now let's grab that sparkler and scoot. (Baloo opens the door and both he and Kit walk inside. Kit goes in first and he is shocked and appalled; along with Baloo as the entire place is ransacked.)

Kit: Baloo, look! (There is a mess everywhere as the red chair is overturned. Apparently; eggs were used as well as one of them was splattered on the wall.)

Baloo: The doll's gone! (Kit runs up the stairs in a panic.)

Kit: Molly?! Miss Cunningham?!

Baloo: Molly?! Beckers?! (Baloo enters the storage room.) Where are you?! Where'd you go?! Oh, my gosh! (Kit is in the background on the stairs.)

Kit: Where are you guys?! Molly?! (Baloo runs out into the office again as there is a dagger with a skull and crossbones digging into the dartboard with a piece of paper attached to it.)

Baloo: Where'd they go?!

Kit: (points to the dart board.) Baloo, up there. (Baloo takes the note from the dartboard.)

Baloo: (reads it.) "Unless you return the stone, you will never see your friends again. Seriously yours, Don Karnage." (Kit gulps right on cue. Baloo crumbles the note up. "To be continued..." was added on the bottom for syndication. Also, in the movie version; Baloo crumbles the note in his hands a few seconds longer than he did in syndication.)

End Of Act VI At 44:24 (Syndication), 47:13 (Television Movie)

ACT III: Khan Job

Recap Sequence

(They show footage of Rebecca showing the deed while holding Baloo's key. They show footage of the Higher For Hire sign going up and then footage inside the closet with Baloo and Rebecca; which they forgot to add the echoy effect in syndication, indicating that it's movie version footage.)

Narrator: Yesterday, Baloo lost his plane to a bright, young businesswoman named Rebecca Cunningham.

Baloo: That plane's my baby!

Rebecca: Fine. Fifty thousand dollars and she's yours. In the meantime, I have an opening for a staff pilot. (Footage of the SeaDuck flying out of Cape Suzette and then footage from the meeting with Shere Khan. I should note that Baloo's reaction is from the movie version, not the syndication version. Also; when Don Karnage arrives at the SeaDuck; they show the movie version of the SeaDuck.)

Narrator: Hoping to buy it back from her, Baloo offered to return the stolen jewel to Shere Khan for a big reward. But Don Karnage wants the jewel back, so he kidnapped Rebecca and her daughter Molly. (Show footage of the very last scene.)

Kit: Molly?! Miss Cunningham?! (Then they show Baloo taking the message off the dartboard.)

Narrator: What will Baloo do now?

End Recap At 44:56 (Syndication), 47:13 (Television Movie)

Act VII

Scene I

(Cut to Baloo with a crumpled note which has turned pink in color standing in the office which is a complete mess. Kit is sitting on a box feeling awful about this.)

Baloo: Oh, how are we supposed to give Don Karnage the rock; when he's got Molly and Molly's got the rock? (Kit jumps down while Baloo opens a conveniently placed box.)

Kit: Oh, this is all my fault.

Baloo: What are you talking about?

Kit: Come on, we gotta save'em. (Kit grabs Baloo by the shirt and drags him out of the office.)

Scene II

(Cut to the docks as the SeaDuck takes off from the docks and flies into the air. It flies towards the entrance to Cape Suzette as we head into the cockpit with Baloo in the pilot's seat flying and Kit in the navigator's seat using a divider and pencil on a map.)

Baloo: Look, Kit; I'm all for saving Molly and...heh... even old Becky, but we don't know where they are. (Baloo is pushing switches. Kit continues to calculate on the map.)

Kit: I do. Pirate Island.

Baloo: Huh? Nobody knows where that is. (Kit pinpoints the location as the SeaDuck flies out of the cliffs.)

Kit: Once you've passed the cliffs; climb one-six-o south southeast.

Baloo: You're the navigator. (As Kit is navigating the map Baloo pushes two switches as we cut to a far shot of the SeaDuck flying through the clouds. Cut back into the cockpit with Kit holding the dividers in such a way that he looks worried.) Okay, Kit; now give. (The background in the movie version is a blue background. This was fixed to the back wall of the cockpit in syndication.) How'd you know so much about the Air Pirates? Aw; you can tell old Baloo. Did ya stumble onto their hideout? (Kit is using the dividers and looking angry, even looking at Baloo for a second; but says nothing and continues his work.) Were you kidnapped by 'em? Was...? Was your Dad a pirate? (Kit is now flustered so much that he jabs the dividers into the map that he literally breaks the pencil on the map (sound of a pencil breaking.).)

Kit: No, I was a pirate! You happy now?! (Kit jumps down, throws the baseball cap down in which it vanishes when it hits the ground. He storms into the back and slams the door as Baloo's in shock.)

Baloo: Wha th..? Hold on, Li'l Britches. (Baloo wraps rope around the flight stick and walks to the back to see Kit on the bottom bunk bed with his knees up to is face and his arms are burying his face. Baloo walks in with the baseball cap.)

Kit: Aren't you supposed to be flying?

Baloo: Relax. I got her on autopilot. (Baloo sits down beside Kit.) Now, you wanna take this from the top? (Baloo puts the hat back on Kit as Kit shuffles away from Baloo.)

Kit: (Sighs.) I got no family, no home. I hooked up with Karnage's gang about a year ago. But I got sick of 'em. (Baloo scratches the back of his ear.) So, when I saw that stone, I figured...heh..."Hey, make your move." (Sighs.) That's when I ran into you.

Baloo: Aw, forget about them, Li'l Britches. (Baloo puts his hands on Kit's shoulders.) From now on, you're with me. We're buddies. Pals. A team. (Baloo rubs the baseball cap and Kit's head. Kit just looks at him.)

Kit: Heh heh, Yeah. Umm. (Kit ponders for a second.) Thanks Poppa Bear. (Kit hugs Baloo.)

Scene III

(Head into the skies as a Khan Indsutries plane flies towards the east. Head into the cockpit with a lighter brown Khan pilot with a green fur coat with the SK logo on the sleeve and a hat piloting the plane. The dog furry navigator is looking at a map as he is wearing a blue pilot's cap that isn't backwards, a blue jacket, blue pants and a red sweater. )

Khan Pilot's Navigator: Eh, do you see anything? (The Khan pilot isn't amused by this.)

Khan Pilot #2: Just clouds, relax.

Khan Pilot's Navigator: Relax?! Every cargo plane in the last week has been attacked by Air Pirates!

Khan Pilot #2: Hey, this new hull is armored steel. (Bangs on the side wall.) Nothing's gonna touch i...Huh?! (Two CT-37's fly towards them.) Get to the gun, quick! They're coming in too fast. (The navigator goes to a gun turrett and shoots the machine gun at the pirates as the pirates shoot back. One of the CT-37's is shot in half and tailspins like a balloon running out of air. The Khan plane flies into the clouds as the CT-37's fly after them.) Maybe I can lose them in the clouds. (Cut to Dumptruck chuckling in his plane as his face is now the official look instead of the full white face earlier in the pilot.)

Dumptruck: (On the transmitter.) Here they come now. (Cut to the cockpit of Khan's plane as they fly through the clouds and fly straight into the mouth of the Iron Vulture.)

Khan Pilot #2: What?! (The plane makes a bumpy landing and lands right into the tennis net set up at the back wall of the Iron Vulture. The plane stops and hits the will. Cut to a catwalk with Don Karnage and Gibber looking on.)

Don Karnage: Ah, the catch of the day. (Don Karnage takes the out of nowhere megaphone from Gibber and speaks into it.) Hello, Khan cargo plane. It is I -- the plundering wonder -- Don Karnage. Prepare for boarding. (All the pirates who stayed behind jumps up and start tearing the plane apart, using wood ladders and such. Cut to the landing strip as the CT-37's outside comes down and land on the landing strip. We see Mad Dog's plane stop and is brought down to floor level of the Iron Vulture by a pillar. Mad Dog gets out of his plane and looks at the Khan plane.)

Mad Dog: Aw; looks like they dropped their props! (Mad Dog laughs as Don Karnage and Ratchet walk in and bang open the side door. They walk in as Khan Pilot #2 and his navigator raise their arms in surrender.)

Don Karnage: Ha ha. So nice of me to drop in. Heh heh heh. Check the cargo Ratchet. (Ratchet walks past the pilot and navigator and checks through the boxes.)

Ratchet: Gold bars? No. Antiques? Nah. Jewelry? Uh-uh. (Ratchet checks around and then notices five goldfish bowls and is giddy. He sniffs at it.) Hey, Captain. We hit the jackpot! (He grabs one of the bowls.) Look. Fishbowls! (The fishbowl shines.)

Khan Pilot's Navigator: But...they're worthless!

Don Karnage: You know; worth is in the eye of me who is doing the beholding. (Ratchet grabs the fishbowls and walks out of the plane.) Well, victim persons, I must be off. So many crimes, so little time. Heh heh. (Don Karnage walks out of the plane as Ratchet goes over towards a conveyer belt that rises up to the ceiling.) Clear the area, men. (Don Karnage and Ratchet climb onto the belt as the other pirates scatter in various directions.) Open the bomb bay doors, please; Hal. (Cut to a blond fat tabby cat wearing a half blue shirt, red pants and an orange scarf pushing the red button on the wall with a sign that says: "Danger: Bomb Bay Door Release". The floor of the Iron Vulture opens as alarm sounds and red light effects ensue. We cut to the pilot and navigator panicking.)

Khan Pilot's Navigator: No!

Khan Pilot #2: Don't you have any decency? (Cut to Don Karnage back on the catwalk with the megaphone.)

Don Karnage: I am a pirate. I don't do decency.

Khan Pilot #2/Khan Pilot's Navigator: Aarrrragh! (The trap door opens and the plane free falls and lands on the water; but is otherwised unharmed.)

Don Karnage: (On the megaphone.) April Foolishness! (Mad Dog walks towards Don Karnage.)

Mad Dog: Why'd you let'em live, boss?

Don Karnage: Because I want them to tell Shere Khan what we took. Let him worry. (Don Karnage stuffs the megaphone onto Mad Dog's head.)

Mad Dog: Oh, now I see. (Mad Dog struggles around.)

Don Karnage: Let us away, my fetid friends. Set a course for out most secretive hideout. (Don Karnage walks away as we cut to the Iron Vulture rising up and then flying away stage right.)

Scene IV

(We get an FPS shot of the SeaDuck flying through storm clouds for a while and then it's towards three active volcanoes smoking in the sea. Cut to the SeaDuck flying west.)

Kit: There it is, Pirate Island. (Cut to a shot of the cockpit as if we are looking straight into the windshield.)

Baloo: What, behind the volcano?

Kit: No. In the volcano.

Baloo: Whoo-Hoo! Hot stuff.

Kit: We'll use the back door. Now, come in low and fly through that fog bank. (We see that the SeaDuck has to fly through three volcanos to get to the front door.)

Baloo: But, that's solid rock down there.

Kit: Trust me. (Baloo decides to push on the switch and he flies through the fog bank, and dodges the bone rib like rock to land on the water in the cave and turn towards a stone dock overlooking a waterfall.)

Baloo: Woohoo! That was some ride, Kit. (Kit opens the side door and gets out at once. Baloo runs close behind as we head to a bunch of rocks attached with ropes on both sides of a hole over a volcano filled with magma. Kit jumps onto the first rock with Baloo following.)

Kit: This way. (They jump onto the second rock and it sways violently as one of the ropes begins to fray. Baloo gulps and they hop faster along the rocks. The final stone isn't even connected with ropes as it sways violently. Baloo grabs Kit and does a massive leap of faith and lands on the other side without incident. Kit is set back down as they look around.)

Baloo: Nobody home?

Kit: Maybe they're out on a heist. (Kit and Baloo run towards a torch as only the torch is lit with a circular radius while the rest of the area is pitch black.)

Baloo: Well, then; let's go find the gals. (Kit grabs the torch and some stone spike is fired and nearly hits Kit in the back of the head. Baloo and Kit run as the torch light is only lighting up them. Kit stops and holds out his arm to stop Baloo.)

Kit: Whoa! The whole place is rigged.

Baloo: Rigged?

Kit: (Grabs a rock from the ground.) Watch. (Kit tosses the rock and it bounces off a panel which flips and reveals a bear trap. Baloo whistles in response.)

Baloo: Huh? (Kit puts his hand over Baloo's mouth.)

Kit: Shh! (Kit then throws the torch over the cliff and then tip toes a bit; then runs anyway.)

Baloo: (Comes after him.) Hey, what about the traps? (Kit and Baloo run into a blue colored cave.)

Kit: Ah, everything in this hall is busted. (Kit doesn't look where he is going and trips over the rope on the floor. Baloo and Kit run away as a massive sawblade comes down.)

Baloo: Pull chocks! (Baloo and Kit slide away from the sawblade.) Oh, nice crowd you hung out with, Kit. (Kit and Baloo walk further into the cave. Kit and Baloo run as they jump over a ridge which crumbles with ease. Then a second one they jump over. They run around the corner and then turn their backs to look at the damage. A grey arm pokes Baloo on the shoulder and Baloo and Kit turn around as it reveals two air pirates. One of them is big and tall wearing an cheese colored raincoat with a blue scarf while the second one is a grey faced furry with white eye brows and a full on white beard with cherry nose. He wears a blue coat, red pants, red doo rage, one black boot and a peg leg. (In fact; they are the same as the pirates in the Iron Vulture in the previous scene!) Baloo and Kit look at each other and then Baloo starts clapping along with Kit.) Everybody, hoe down! (Kit and Baloo start swing dancing.) Well, swing to the left and swing to the right. (Then they swing towards the Air Pirates with Baloo getting the one with the cheese colored raincoat and Kit getting the one with the peg leg.) Do-si-do all day and night. Back and forth and round about, then you knock your partner out! (Baloo and Kit throw the Air Pirates into each other, they bump heads and knock themselves out cold.) Slap me some skin.

Kit: Yeah! (Kit gives Baloo a two hands slap to Baloo's hand and they walk off stage right. )

Scene V

(Head to the dungeon and into a locked cell as Rebecca and Molly are sitting down on a bench not happy about being kidnapped.)

Molly: Mommy, I don't like this place.

Rebecca: I know, sweetie. (Molly and Rebecca hug.)

Molly: Neither does Lucy. (Molly hugs the doll and one of it's eyes sparkle an orange color. Rebecca stands up.)

Rebecca: Shh! Someone's coming. (Cut outside to a pirate bear wearing a hat with antlers on it, a red half shirt and blue pants with a rope tied around it. He is also wearing a golden chain around his neck and has a tray with a goblet and plane of yellow stuff with carrots and turnip. He looks through the window as Rebecca goes to the door.)

Prison Guard: Food time.

Rebecca: Well hello, heartbreaker. (She flashes her eyes to him. The dungeon keeper looks confused. He then looks at Rebecca and is shocked.)

Prison Guard: Me?

Rebecca: Of course, you. Tell me, why isn't a sharp cookie like you out with the rest of the pirates? (The dungeon keeper salutes her.) Flying among the clouds, free as a bird, rampagng and pillaging. (Molly giggles under her breath.as her doll's eyes sparkles again, only white in color.)

Prison Guard: Nah, me just lowly prison guard. No plane.

Rebecca: (Takes out the deed to the SeaDuck.) Well, we can fix that. You let us out and I'll give you the deed to my plane.

Prison Guard: Ah-ah; you mean it? (Looking giddy.) Okay, me get the keys. (The guard gets the deed and is about to run off; but comes back.) Um...Don't go away. (The guard skips like a fool and heads over to the wall where the keys to the cells are located. He is about to grab one of the keys.) ♪ Doo-dee doo-dee do...OW! (The guard gets whacked in the head hard with a lead pipe welded by Baloo out of nowhere. Somehow; the guard managed to put the tray of stuff on the table in front of the keys without spilling it.)

Baloo: Sweet dreams, cement-head. (The keys drop to the floor as Kit grabs them and runs to the cell. Baloo then notices the deed in the prison guard's hand.) Hey, the pink slip to the SeaDuck. Mm-mm. (Baloo kisses the paper.) Oh, Becky, you briber. (Baloo walks to the cell dor as we cut to Rebecca (with white claw toes) propping the bench at the ready position.)

Rebecca: Now, when I knock him down, Molly; run like crazy.

Molly: Check! (The cell door opens and in comes Baloo.)

Baloo: Say, Becky; guess who? (Rebecca thumps Baloo with the bench right in the head.) WHOA! (Baloo crumbles down in a heap as Rebecca and Molly run out slamming the door as Kit is in the perfect position to get whacked in the fact and get whacked against the wall.)

Rebecca: That'll teach that goon to call me...(Rebecca and Molly run and then stop and turn around.) Becky? (Baloo walks out rubbing his head along with Kit (Baloo does it with the left hand and Kit does it with the right.).) Baloo? What are you doing here? (Kit runs towards Rebecca as Baloo walks slowly.)

Baloo: Uh, saving you... I think. (Red lights go off as alarms are buzzing as everyone covers their ears.)

Rebecca: What is that?!

Kit: Karnage is back, we gotta get! (Baloo grabs Rebecca's arm and Kit grabs Molly's arm as they run into another cave.)

Rebecca: Wait?! My pink slip!

Baloo: Relax, Beckers; it's back where it belongs. (Baloo pats the pocket of his shirt. Baloo runs with Rebecca.)

Rebecca: But...! (Cut to outside as the Iron Vulture comes down and lands on the water in front of the cave entrance. Cut to just inside the entrance as Baloo, Kit, Molly and Rebecca run down the boardwalk steps to the train tracks.)

Baloo: This way! (The stone doors are sliding open, allowing light to come inside. Kit and company stop.)

Kit: Too late! Duck! (Kit, Baloo, Rebecca and Molly run behind and hide behind some wooden crates. The doors completely open and in comes the Iron Vulture being towed by a small tugboat with guns on it. Cut to the wooden crates as everyone pops up to watch.)

Molly: Now we'll never get outta here. (The Iron Vulture doors open and out comes all of the Air Pirates chattering while running out.)

End Of Act VII At 54:37 (Syndication), 57:33 (Television Movie)

Act VIII

Scene I

(Cut to a sky shot of Baloo, Kit, Molly and Rebecca running towards a bunch of stuff and they hide behind that.)

Baloo: Quick! Before they see us. (They look on from that stuff as we see Ratchet, Don Karnage, Mad Dog, Dumptruck, Hal, Sadie and several other pirates; including the two Baloo and Kit knocked out when they were square dancing walking along the tracks. Ratchet is carrying the fishbowls with him.)

Don Karnage: All right, Ratchet; take those goodies to the workshop and...do shop work on them. (Ratchet walks off stage left.) Excellemundo. Another profitable looting escapade, yes-no?

Mad Dog: Well, a thousand groveling pardons, Captain; (Dumptruck takes off his hat in respect.) but could we ask you one little question? (Don Karnage is tapping his foot.)

Don Karnage: Speak up, my door is always open sometimes. (Mad Dog squeals with glee.)

Mad Dog: Oh! Well...lately we've been skipping the valuables and swiping flagpoles, and wire and fishbowls and stuff...

Don Karnage: (Baloo and Kit look at each other.) Yes, yes; what is your pathetic, insignificant little point?

Dumptruck: Ya, well; what's all this junk for?

Mad Dog: Yeah, we don't understand.

Don Karnage: That is why I am in charge and you are bit players! (Baloo, Kit, Rebecca and Molly duck down below the stuff.) Oh, did I hurt your feelings? (Dumptruck and Mad Dog look glum.) Good. This is all part of my master plan. Do you not see?

All Pirates: No.

Don Karnage: Very well then. I shall just have to show you. (Don Karnage almost leans on Baloo's rear end; but leans on the stuff. He then walks over to the double doors and swings them open.) Voila! (We cut to inside to a chamber with a steam punked cannon underneath a green cloth on train tracks. There is a metal smitter furance in the background. The pirates all gasp in amazement as Baloo and company pop up from the stuff. Don Karnage jumps to the gun.) Lovely, isn't it? Heh. Come, come, come. Take a closer-up look. (Don Karnage takes off the green blanket as we cut back to Baloo and company as Kit notices the way out.)

Kit: We can get out through there. (The camera pans northeast to the exit which is in the room where the pirates are.)

Molly: Oh, great. (Disney Captions claims Rebecca said this line, when the audio clearly has Molly saying this line. Baloo looks down at the sacks.)

Baloo: Wait; I'm getting a brainstorm.

Rebecca: And me without my umbrella. (Cut back to inside the furance room as Don Karnage and about two dozen or so Pirates are in attendence watching on.)

Don Karnage: Thanks to our mechanical genius, Ratchet. (Ratchet is sitting in a rope chair welding the final pieces to the metal cannon while Don Karnage steps on a giant wooden box.) and his copy of "Do It Yourself Electronics" (Don takes the book and there is a picture of the head of one of the robot hockey players from Ducktales.) , we will soon have a handy device that will get us into...Cape Suzette. (Baloo and Rebecca sneak in with sacks of Kit and Molly over their back wearing pirate clothes. Baloo is wearing a black eye patch over his right eye, goggles, and a brown coat while Rebecca is wearing boots, a white shirt and a fake grey beard with gloves on.)

Everyone Except Dumptruck: Fabulous! (Dumptruck steps forward.)

Dumptruck: Arr...Uh...are we going to rob it?

Don Karnage: No, no, no! We are going to plunder it!

Dumptruck: (Goes over to the stage.) Uh, but wait...Aren't we robbers?

Don Karnage: (Steps on Dumptruck's head.) No! We are not robbers; we are pirates! Pirates, pirates, pirates! How often do I have to remind you? (Don Karnage jumps off stage and takes a lit torch and throws it into the furance. Don Karnage runs up the stairs to the furance and slams the door creating a spotlight on the cannon and Ratchet. Don creates a shadow of his head.) ♫ I am a pirate, I am a pirate. Suave and dashing, sabers flashing, (Don takes his sword and throws it at the ropes holding Ratchet's chair and Ratchet goes free falling.) bodies crashing, molars gnashing. (Baloo and Rebecca try to escape; but the sword stops them in their tracks.) What a pleasure, seeking treasure! (Don Karnage dances as the spotlight is off him and he dances right onto the back of the cannon.) All the stealing and concealing -- and killing -- what a feeling! Ah-ha! (Don Karnage gets onto the front of the cannon looking so happy. Don Karnage grabs the grappling hook.) Take the sky by thunder! (Don Karnage swings on the rope off the cannon.)

Dumptruck/Gibber/Mad Dog: (Dumptruck, Gibber and Mad Dog sing behind a spotlight on top of some spools of cable.) Thunder! (Don Karnage swings around on the grappling hook.)

Don Karnage: It is so wonderful to plunder.

Dumptruck/Gibber/Mad Dog: Plunder!

Don Karnage: When a village needs a pillage,

Dumptruck/Gibber/Mad Dog: Thhunnder!

Don Karnage: And my pockets need a fillage; you know what I'm saying? (Don joins Dumptruck and company on the spool of cable as they get bumped by Don Karnage's rear end off the stage.)

Air Pirates Chrous: (Dancing with guns and cement-head is now a part of the group.) We're pirates! Sky Pirates! (Baloo and Rebecca try to sneak out; but the pirate chrous gets too close, forcing them to dance along in order to not blow their cover.)

Mad Dog: (Walking up with the spotlight behind him.) Just think of all the people we can cheat...(Cut to Dumptruck dancing like a goofball.)

Dumptruck: What a great career, as a buccaneer. (Dumptruck points his gun at his own shadow and it is scared of him, raising his arms.)

Air Pirate Chrous: (Jumps down from the spools of cable.) It keeps us in the air, and off the street.

Gibber/Mad Dog/Dumptruck: (Popping from the spools of cable.) Off the street!

Air Pirate Chrous: (Don Karnage walks towards the pirates.) We are pirates! Sky Pirates! (Don Karnage somehow is on a stool of cable and rolling in.)

Don Karnage: We're as good at being bad, as bad can get. (Don Karnage jumps off and gets back on stage.)

Don Karnage/Air Pirate Chrous: And the biggest prize, stands before our eyes (Don Karnage is pulling levers on the machine.): To capture captivating Cape Suzette! Cape Suzette! Cape Suzette! Cape Suzette! (Don Karnage puts his arms up to finish the song.)

Baloo: One...more...time! (Baloo looks proud despite being surrounded by ten pirates looking at him. Baloo then realizes that he screwed up and looks panicky.)

Don Karnage: Wait a minuet! I am the only one who says, "One more time"! (Don Karnage pushes the button and jumps down on stage looking angry. All the pirates walk away leaving only Baloo and Rebecca left.)

Mad Dog: (Pointing at Baloo.) He's the one who said it, boss. Him! Him! (Dumptruck walks over to Baloo as Baloo and Rebecca put their sacks down.)

Baloo: Don't move, Kit. If they drag us away, you grab Molly and get.

Kit: But, Baloo...(Dumptruck handcuffs Rebecca and Baloo together by the wrist and pushes them towards the front of the stage. When Rebecca makes it to the sense, her grey mustache falls onto the stage and Don Karnage stabs at it.)

Don Karnage: Ah! (Don Karnage peels the eyepatch off Baloo's right eye.) The round furry pilot and the annoying business lady. (Don Karnage is then confused.) Wasn't she locked up? (Gibber goes over and whispers something into Don Karnage's ear. Don is angry.) Well, of course she must have escaped! (Gibber is shocked this happened as Don Karnage catches his breath.) Never mind. (Don points the sword at Baloo's throat.) I hope you brought my stone. (Points to the cannon.) I need it to complete my plans.

Baloo: Stone? You see any stone, Becky?

Rebecca: Wha? What stone?

Don Karnage: Do not be the clever guy with me. You are not qualified! (Don pulls the coat neck and gets in Baloo's face. Then Don realizes that if Baloo's here, Kit must be around.) Wait...Where is the boy?

Baloo: Go fish. (Don Karnage gets into Baloo's face.)

Don Karnage: You would risk your lives protecting that filthy flea? (Rebecca turns and closes her eyes. Cut to the bags as Kit and Molly pop out.)

Baloo: Hey, lay off! He's a good kid. (Kit ponders for a moment and then runs in.)

Kit: (Jumping over one of the pirates and then shoving the shaggy dog pirate down for good measure.) Hiya, gang! I'm back! (Baloo and Rebecca turn around in shock.)

Baloo: Kit?! What are you doing? (Kit waves off Baloo and jumps on stage.)

Kit: Can it, rudder-rump!

Baloo: Rudder-rump?

Kit: Yo, Captain! How'd I do?

Don Karnage: What are you talking about, you juvenile delinquenty wink? (Don Karnage folds his arms.)

Kit: I'm talking about what you taught me: The old Karnage hustle. (Kit gets in behind Don Karnage and steals the key to the cuff. He puts it behind his back and flicks it in between his claw toes.) First, I pretended to steal the stone from you, (Baloo is flustered and neither he nor Rebecca can believe this going on.) so I could finagle some ransom money out of Shere Khan. (Kit goes over to the cuffs and uses his foot and the key to unlock the handcuffs. He also uses his leg to toss the cuffs away.)

Don Karnage: What ransom money?

Kit: One hundred thousand dollars.

Don Karnage: Really?

All Pirates: Oooo!

Kit: Then I was gonna steal the rock back and give everything to you. (Kit goes over to Don and then points at Mad Dog and Dumptruck.) That is until these clowns messed it up by grabbing the lady and kid. (Don covers his eyes in anger.)

Don Karnage: You ear picking ignorama-mouses! (Don goes over to Mad Dog and Dumptruck pumping his fists with anger.) I ought to hang you by your pinkies!

Dumptruck/Mad Dog: Sorry.

Kit: Relax, Captain. (Kit goes over to Baloo and puts the baseball cap on his nose.) I bamboozled this bozo into bringing me back. (Baloo puts the cap in his hand.)

Baloo: Kit...I-I thought we were pals?

Don Karnage: Yes, I thought you were pals, too.

Kit: (Walks around the stage.) Nah, I was just using the poor jerk to get me the stone. (Kit laughs out loud.) And he fell for it! (Baloo squeezes the cap and is angry as anyone can be. Don Karnage looks at Baloo and then laughs it up himself.)

Don Karnage: Very, very good. I like that! Then you will not mind if I blast them! (Shows his teeth and bops his head into Baloo's nose for good measure. All the pirates surround Baloo and Rebecca and bring out their guns. Baloo and Rebecca embrace each other.)

End Of Act VIII At 60:28 (Syndication), 62:57 (Television Movie)

Act IX

Scene I

(Back inside the cave on the stage as Don Karnage readys his sword and his pirates aim straight for Baloo and Rebecca.)

Don Karnage: Rrrready...? Aim! (Baloo and Rebecca close their eyes as they back up towards the treasure.)

Kit: (Waves his arms.) Wait, aren't y-you forgetting something im-important? (Kit runs over to Molly from behind who has somehow teleported to beside Baloo and Rebecca. Kit grabs Lucy.)

Molly: (Kit rips Lucy's head off.) Hey, you're hurting Lucy!

Kit: Ah, shut up!

Molly: (Crying.) Mommy! (Kit throws the head of Lucy away.)

Don Karnage: Oooo, (Giggles.) he is even mean to children. Heh hee. (Kit stuffs his hand through the neck of Lucy and grabs the stone out of it. Kit tosses Lucy off-screen and heads over to Don with the stone.)

Kit: So, what do you think of my plan? (Kit gives the stone to Don.)

Don Karnage: Son, you are a refreshing addition to my normally thick-headed group. (Baloo puts his hands behind him back and grabs a sack of gold dust on the treasures.)

Kit: Now, uh; how about we let these saps go, huh?

Don Karnage: Do not be silly, I never let anybody go.

Baloo: Well, then eat my gold dust! (Baloo throws a bag of gold dust at Don Karnage's face and it creates a gold dust-equse smokescreen causing the pirates to cough and wheeze. Somehow, Kit managed to escape during the confusion. Don Karnage holds his eyes in pain.)

Don Karnage: Shoot them...a lot! Perforate them, you pinheads! (Baloo, Rebecca (with Molly in tow) run through the cave and finally make it through the passageway.)

Baloo: Run! Run! (Baloo runs through a blue cave with Rebcca and Molly in tow as the pirates are chasing them.) Step on it Becky!

Rebecca: It's Rebecca! (Baloo runs through the cave and sees a stone bridge. )

Baloo: Uh-oh! Trouble. (Baloo hears the Air Pirates noises as the pirates are chasing them with swords and guns.) Worst trouble! (Baloo grabs Rebecca and Molly and runs north.)

Rebecca: Ooo...Oh, oh, oh! (Air Pirates shoot off their guns recklessly as Baloo goes around the corner and pushes a stone block on the wall. It pushes in and there is rumbling as the bridge collapses. The Air Pirate stop too late and go over the collapsed bridge and fall into the water. Cut to Baloo with Rebecca and Molly in tow running and making it to the dock where the SeaDuck is. Baloo opens the pilot's side door despite the SeaDuck being got out from the navigator's side door.) What about Kit?! (Baloo gets inside as the Air Pirate crawl up the collapsed bridge. Cut to the cockpit as Baloo starts the engines. Baloo pushes the switch and the SeaDuck takes off and flies out of back door cave of Pirate Island. Cut to the front door as the CT-37's are already out of Pirate Island via the Iron Vulture. Cut to a shot of a cannon firing out of the volcano at the SeaDuck flying in the air. Cut to Baloo in the cockpit gritting his teeth flying. Cut to the SeaDuck flying away from the volcano as Don Karnage is flying his plane gritting his teeth. He fires his machine gun and fire shots puts holes in the plane.)

Baloo: (In the cockpit.) I can't shake these guys. (Baloo looks around and then looks up.) I hoped I'd never have to use this. Hang on tight! (Rebecca holds Molly tight in the navigator's seat as Baloo pushes the orange button on top of the windshield. We get rumbling and shaking in the SeaDuck as we cut to Don Karnage and his crew flying into the hard camera shooting. The SeaDuck goes supersonic speed and disappears in a flash of light ala Star Trek. Don Karnage is shocked and panicky along with his men.)

Don Karnage/Air Pirates: Aaaarrghhh! (The sonic waves cause them to spiral out of control and nosedive towards the water. Cut back into the cockpit as Baloo struggles.)

Baloo: Five...Four...Three...Two...One... (Baloo pushes the orange button again and the SeaDuck stops it's sonic speed and goes back to normal speed.)

Rebecca: What... was that?

Baloo: A little something I added. But use it too long and the engines overheat, and boom-boom, bye-bye. (Baloo snaps his fingers and then waves his hand.)

Molly: Baloo?

Baloo: Yeah?

Molly: Let's do it again!

Scene II

(Inside a cave overlooking the ocean at sunset as Kit looks on feeling really awful about himself. Don Karnage finds him and walks toward him.)

Don Karnage: Ah, so here you are. (Don has the orange scarf Kit threw away in Act I and he puts it around his neck.) There. Ha ha. You are back with the pirates now, yes-no? You did well, my puny protege. Happy? (Don puts his hand on Kit's shoulder.)

Kit: (Looks to the left side and is in tears.) Yeah. Couldn't be happier.

Scene III

(Cut back to Cape Suzette and the docks of Higher For Hire. Baloo, Molly and Rebecca walk towards the office door.)

Rebecca: What is with you? You haven't said three words the whole flight home. (Baloo is about to open the door; but it's locked. Then a black limo arrives and someone off-screen grabs Rebecca and Molly; while a tiger hand with a green sleeve (It's Khan's limo driver from A Bad Reflection On You.) grabs Baloo and they get forced into the limo.)

Baloo: Ohh!

Rebecca/Molly: Ahh! (The doors close on the limo and it drives away and reaches the ground level in front of Khan Tower. They are rushed inside as we pan up to the top of the building outside. Then we cut to inside Khan's office as the elevator door opens as the Khan limo driver just shoves Baloo, Molly and Rebecca out of the elevator and they land on their rear ends on the floor. The elevator door closes as we cut to a far shot of the office with Mr. Khan at his desk and a rabbit furry in science gear standing next to a chalkboard.)

Shere Khan: Ah, so glad you could stop by. (Rebecca storms in angry.)

Rebecca: There are rules about this sort of thing, you know. (Rebecca puts her hands on the desk and Shere Khan gets up and gets to the point.)

Shere Khan: I make my own rules. Where's the stone? (Baloo appears to be ready to fight Shere Khan now with his fists clenched.)

Rebecca: Look, before we tell you anything; what is this "stone" everybody keeps talking about?

Shere Khan: Fair enough. (Looks at the rabbit doctor.) Doctor? (While unnamed on television, his name in the comics is Doctor Debolt.)

Doctor Debolt: (with pointer on the chalkboard.) Ahem. The stone is actually a sub-electron amplifier, which means it can create unlimited amounts of electricity. Enough to run all of Mr. Khan's businesses. But we were only able to create one stone and it... (Khan grabs Debolt by the neck and tosses him onto the desk off-screen.)

Shere Khan: Thank you, Doctor. (Turns around.) Now, where is it?

Rebecca: Ummm...We don't have it. Don Karnage does.

Shere Khan: I am displeased, Baloo. You have let me down. (Shows off the claws.)

Baloo: Don't tell me about being let down, mister; 'cause I'm an expert! You let someone get close to you and they stab you in the back! Well; I'm sick of being used and I'm sick of working for you! (Points at Rebecca.) And I'm sick of your stupid stone! (Debolt just looks stunned.) So you all just leave me alone! (Baloo turns around and storms out as Rebecca is just stunned to hear of all this.)

Shere Khan: Hmmm, a very emotional man. You're all dismissed. (Khan waves them off as Debolt gets back up.)

Doctor Debolt: But, Mr. Khan...

Shere Khan: Good day. (Khan turns his chair to the look out the window.)

Scene IV

(Cut to the docks of Higher For Hire as Baloo is carrying three suitcases and walking towards the SeaDuck. Rebecca and Molly run after him.)

Rebecca: Eh, Baloo? Where are you going?

Baloo: Heh heh. I'm outta here, sister. Maybe I'll try Louie's for a bit. (Baloo throws the luggage into the back of the SeaDuck.)

Rebecca: But that's my plane.

Baloo: Uh-uh. (Baloo turns around and brings out the pink slip he got from the prison guard earlier.) I own it now. (Rebecca tries to grab it but Baloo puts it back in his pocket.) And just to make it all fair and square, this gold oughta cover it. (Baloo takes out a small bag of gold he stole from Don's treasure vault and gives it to Baloo. Baloo tips his cap; but it stopped by Molly pulling on his shirt.)

Molly: Don't go, Baloo.

Baloo: (embraces Molly for a moment.) Sorry cupcake, but the sky's calling and I'm gone.

Rebecca: This isn't about the plane, or the stone, or even me; it's Kit.

Baloo: Oh what are you, the pirate den mother?! (Baloo turns around looking down.)

Rebecca: Baloo, I know it looks like he's betrayed us; but think with your heart and not with your head. (Baloo closes the side door.)

Baloo: Forget it! From now on, I fly solo. (Baloo opens the navigator's door and hops inside. Baloo starts the engines as Rebecca and Molly scoot away. The SeaDuck takes off as Rebecca and Molly look at the SeaDuck fly in the sky. Molly is in tears and props her head against Rebecca's pantleg in sadness.)

Rebecca: I just don't believe Kit's gone bad! (In syndication; "To Be Continued..." is on the bottom of the screen.)

End Of Act IX At 65:42 (Syndication), 68:28 (Television Movie)

Part IV: Plunder & Lightning

Recap Sequence

(We show footage of the SeaDuck flying into the back door of Pirate Island. We see Don Karnage bouncing in and showing the Lightning Gun as Baloo, Kit, Molly and Rebecca watch on from the bunker.)

Narrator: In our last episode, Kit and Baloo flew to Pirate Island to rescue Rebecca and Molly. There, they discover that Don Karnage has just built a Lightning Gun that could destroy Cape Suzette. (Cut to Don Karnage at the doors before the room.)

Don Karnage: Voila! (Then we cut inside the room during the Sky Pirates musical number with lightning sparks, but no music nor singing.)

Air Pirates: Fabulous! (Cut to Baloo and Rebecca handcuffed being pushed to the stage by Dumptruck.)

Narrator: In order to help his friends escape, (Don points the sword at Baloo's throat.) Kit pretends to join the pirates, (Kit does his hustle on Don Karnage with the key and Baloo is shown really mad as he squeezes the cap.) which makes Baloo angry. (Footage of Baloo leaving Higher For Hire in the SeaDuck.) So angry in fact, that he quits Higher For Hire and leaves Kit behind with Don Karnage. (Footage with Kit and Don Karnage in the sun tanning cave.)

End Of Recap Sequence At 66:12 (Syndication), 68:28 (Television Movie)

Act X

Scene I

(Shot of the top of a mountain spike with vultures circling around it. Pan down to a vulture flying from a tree branch as we head down to ocean level.)

Don Karnage: Get it loaded, men! We are leaving in ten minuets. (Cut to inside a cave to a wall with a rack of rifles as Sadie and a few other pirates grab the rifles off the walls. There is a lot of chatter.)

Mad Dog: Oh, hurry up! (Everyone runs out of the cave as we see Dumptruck grabbing bullet belts from a rack and Hacksaw is cocking his gun. Hacksaw cocking his gun was cut out in the Toon Disney version of this pilot. Cut to the giant double doors as they are opened by the pirates. A number of pirates including Sadie pull in the Lightning Gun which is now on train tracks. We see a few pirates taking wooden boxes of supplies from an area as the Lightning Gun is being towed. Cut to inside the wheel house of the Iron Vulture as Don Karnage is watching a crane loading boxes into the airship. Don walks to his throne and sits down as he watches the Lightning Gun being towed in. Don gets giddy and pulls a lever with a skull button on the end and the beak of the Iron Vulture opens. Cut to the pirates towing the gun into the hanger as the alarms buzz. All the pirates get in position and go to battle stations. Cut to Don Karnage in the wheelhouse chuckling.)

Don Karnage: (Spits and wipes his hands.) It's show time! (Don Karnage pulls another lever without the skull button on it and the doors outside the cave open. The Iron Vulture rides out of the cave as we see the red propellers on the top roof sides start to spin as a train chugs in the background. The Iron Vulture flies into the air and towards the full moon. Cut back to inside the wheelhouse as Don Karnage is steering the Iron Vulture.) Ready or not, Cape Suzette; here I come. (He spins the wheel and the Iron Vulture flies towards it's destination.)

Scene II

(Sky shot of the city of Cape Suzette and then a shot of outside a drug store called "Brenda's & Jim's Drugstore" which has an orange sign that says it sells soda, cigars and a telephone.)

Rebecca: Yes, yes. I know it's closing time; but just tell me. Do you have any cargo planes for sale? (Head inside as Rebecca is inside a phone booth (spelled Telephon by the way.) on the phone as Molly is at a table eating a very large ice cream sundae with chocolate fudge topping.) You do? Great! I'll be by tomorrow. (Rebecca hangs up the phone and folds her arms.) Now all I need is a pilot.

Molly: (Her face is a mess.) What about Baloo? (Rebecca goes over to Molly and wipes her face with the napkin.)

Rebecca: Now, honey, I told you. He's gone away. It's just us two. (Rebecca sits down with Molly.) Though I wish he were here. (Pan over to a shot of the window where Khan Tower is and then inside Khan's office as Khan is on the telephone as his chair turns around. Khan is reading from his notebook.)

Shere Khan: Yes? Yes, but of course...No. (The elevator opens and in comes Doctor Debolt running in towards the desk with papers in his right hand.)

Debolt: Mr. Khan, sir! I just figured it out! (Khan turns around and hands his hand over the microphone.)

Shere Khan: In a moment, doctor.

Debolt: Yes, but this is important. (Debolt makes it to the desk and pushes his hang on the part that makes the telephone hang up. Khan slams the phone on the part squashing Debolt's hand in the process.) OW!

Shere Khan: It had better be. (Debolt gets his hand free as the papers are now on the desk.)

Debolt: I've been studying a list what the pirates stole from you over the last week. (Khan grabs Debolt by the ears and the papers go flying as Khan gets in his face.)

Shere Khan: The point, doctor? (Debolt is dropped onto the desk.)

Debolt: Well, it's possible they they have built a machine that can focus the energy of the stone.

Shere Khan: And?

Debolt: Well, basically; Don Karnage could now have in his possession...a lightning gun. (Khan folds his arms and stands up.)

Shere Khan: Absurd! (A lightning laser sound beckons, a white flash is shown from behind the window and there are explosions in the background. Cut to the cliff guns around the perimeter of the enterance to Cape Suzette getting blasted and destroyed. In comes the Iron Vulture from the sky shooting at the cliff guns. All the cliff gun operators are yelling and scattering in various directions. Cut to Don Karnage on the edge of the landing strip of the Iron Vulture looking from a telescope and being giddy.)

Don Karnage: He-heh-heh. Lookety look. (chuckles) They scurry like the little ants. (Chuckles. The pirates look on as Ratchet is operating the Lightning Gun.) Ah. Once more with feeling, Ratchet. (Ratchet puts on the safety goggles and fires up the Lightning Gun. He fires and misses two cliff gun operators and their guns by at least ten feet. Don Karnage is shocked and appalled. Don takes the telescope and bashes Ratchet in the head with it several times.) Missed, you naughty boy! (Karnage turns around and coughs as Ratchet feels shameful.) Try again, please. (Don Karnage looks into the telescope. Cut to the bunkers as Kit is sleeping on a bunk bed with an aviation comic in his hands. An explosion occurs and this wakes Kit up. Cut to outside as more shots are fired at the cliffs at no one in particular. Cut to Kit running on the catwalk and then uses a curved pillar to slide down to ground level. Kit runs over to a door way as Dumptruck comes out.)

Kit: What's going on?

Dumptruck: Nrr, the captain is blowing the stuffing out of Cape Suzette.

Kit: Is he crazy?

Dumptruck: (Chuckles.) Yup. (Cut back to Khan in his office as Khan looks on seeing the Iron Vulture firing and causing explosions.)

Debolt: There, see? I told you.

Shere Khan: Yes, I believe you. (Khan walks over to his phone and gets on it.) Thousands wouldn't. Get me the airfield.

Scene III

(Cut to a sky shot of the landing strip somewhere in the city as planes take off and fly into the sky. They fly towards the Iron Vulture which is chugging along inside the city limits. Cut to the beak as Don Karnage is in full taunt mode.)

Don Karnage: How do you like them mangoes, citizens?! ( Laughing; as Kit runs in and grabs onto Don's coat and pulls it.)

Kit: What are you doing? (Don turns around.)

Don Karnage: Ah, there you are my boy. Come, come, come; join the festivites. (Kit walks off as Don follows him. Gibber comes up from behind and whispers in Don Karnage's ear. Don turns around shocked.) What?! They think to stop me with their puny type planes?! (Three planes shoot bullets at Don and Gibber, forcing them to duck as they almost get shot. Don gets up and jumps onto the lightning gun and pushes Ratchet out of his seat.)

Ratchet: Good day...! (Don sits down and puts the goggles on. He starts shooting like a maniac.)

Don Karnage: Take that! And that! And even that! (All three planes get shot down as one of it is hit in the tailsection, one in the left wing and one of them gets their plane burn to ashes. Two of the pilots parachute, but a third one is not seen. Strangely; none of them are panthers as Kit looks on in shock. Don Karnage comes forward with a microphone.) Attention! Attention! (Cut to the PA system.) Hello, wonderful people of Cape Suzette. Allow me to introduce myself, a man who needs no introduction. I am Don Karnage; pirate extraordinaire! (Cut to the drug store outside as Rebecca and Molly come out (with Fred no less) as we see the pig lady and Teddy from A Baloo Switcheroo.)

Rebecca: Don Karnage?! (Rebecca is shown seeing the Iron Vulture flying over the city shining spotlights.)

Don Karnage: For years I have tried to visit your fair city, but you have always shooted at me! (Don Karnage acts like a manchild.) Ahem. However, now that I am here, you will hand over all your money and valuable nickety-nacks to me. Okay-dokey? (Don Karnage listens on, but hears silence.) I didn't hear a yes. (Don walks to some of his men.) We shall have to soften them up a bit. (Cut to the Iron Vulture shining a spotlight onto a building and then shoots the lightning gun on it; causing damage. Then a second shot onto a taller building. Then a bridge as everyone scatters in opposite directions. We see someone try to get out of the subway as denizens are yelling and scattering as more lightning gun shots are fired, destroying a car. Debris falls on the city; breaking down a Cape Hotel sign that almost squashes Rebecca and Molly.)

Molly: Mommy!

Rebecca: Don't worry, I've got you, baby. (More shooting occurs as Rebecca runs off south west. Cut back to the beak as Don Karnage is standing next to a pirate with a party hat on his head.)

Don Karnage: (Laughing loudly.) I am having such a great time. (Giggles as he notices Kit is sitting on a wooden box sulking. Don comes over and gently slaps him on the back.) Are you glad you are up here on the winning side...instead of with that loser pilot? (Kit nods trying to appear to be having a great time; but is really feeling awful.)

Kit: I gotta do something. (Shots of more buildings getting shot at by the lightning gun. Cut to Kit backing up looking at the lights and the explosions going to a dumpster and opening it up. He finds a rubber glove and puts it on his right hand. Cut to Don Karnage admiring himself.)

Don Karnage: Hmm. Barbecue a few more buildings, Ratchet; and then we shall begin the biggest plunder of all time: An entire city! (Kit sneaks up behind Ratchet and grabs the stone out of the holder. This causes the lightning gun to shut down completely as the pirates are in shock. Kit jumps down and heads for the lever. He pushes it and that brings up the grappling hook. Kit jumps on the grappling hook.) Put that back!

Kit: Make me! (The air pirates chase him through the halls and over a gap Kit created with the grappling hook. Kit runs and jumps over a gap; and then squeezes through a small vent and then the pirates look around and run left as directed by the short shaggy dog pirate Kit shoved. Kit pops from the hole and slides down to ground level. He hear faint voices.)

Mad Dog: Okay, boys. I got him. (Kit turns and runs to the radio room door and stops.)

Kit: Oops! Dead end. (The pirates run and Kit opens the door; and then goes in. He slams the door in the pirates' faces and then seals the door with the wheel. He slumps down panting and then hears pounding.) Company. (We head outside the door as Mad Dog is being used as a battering ram by the pirates.)

Mad Dog: Ow! Ohh! Ow! Why me? (They use Mad Dog some more as Kit backs up and notices that he's in the radio room.)

Kit: The radio room. (Kit sits down and speaks on the transmitter) Mayday! Mayday! (Don Karnage runs in outside.)

Don Karnage: Stop that! What are you thinking?! (Hacksaw and another pirate put Mad Dog down on the floor.)

Mad Dog: Thanks, captain.

Don Karnage: His head is much too soft. We need something harder. (Don Karnage punts Mad Dog away as he goes to the door.)

Kit: Mayday, please! Mayday!

Don Karnage: The radio! Uh, I've been too easy on that boy. Shoot it off! (All the pirates bring out their guns and point straight at Don Karnage. Don Karnage bails as they shoot and the bullets deflect on everyone as everyone scatters and almost get shot themselves. Don Karnage struggles to get up.) Somebody, get the blowtorch. (Toon Disney cut all footage of what Don Karnage said after telling them he was too easy on the boy.)

Scene IV

(Back in the skies at nightfall as several planes are flying in the night. A grey plane and a brown plane hear a message from Kit.)

Kit: (On the radio.) If anyone can hear me, anyone who flies...This is Lil' Britches. (The dog furry from the beginning of From Here To Machinery. Cut to Kit hiding underneath the table continuing the message as Ratchet is using the blowtorch outside to cut the door open.) Please, whoever you are, get word to Baloo, please! Tell him Lil' Britches has a message for him.

Scene V

(Head outside to Louie's as the I'm Gone music is being playing, but no actual singing. Head inside as Baloo is dancing and drinking from a coconut mug as the monkey from A Touch of Glass is playing the piano while Louie is cleaning the counter not looking amused.)

Baloo: I'm gone, aidos bye-bye. Don't trouble me with trouble, man. I'm gone. (Laughing.) Hey, Louie! Heh ha. Ain't this the life? Heh heh. No bosses, no troubles, no obligations. (Baloo takes a chair and sits down on it.) Heh heh.

Louie: Yeah, cuz; you keep saying that every five minutes and you'll believe it in a year or two. (Louie is picking on a small dot on the counter with the napkin and his finger.)

Baloo: Hey! It's true. (Then a blond dog furry wearing brown pants and a bomber jacket runs into the bar.)

Pilot Ace: Ah, anyone here named Baloo?

Baloo: He-hey, you're looking at him, ace.

Pilot Ace: Well, there's a distress call for you from someone named Lil' Britches.

Baloo: What? (Louie goes over to the radio at the island and turns it on.)

Kit: Can't stop them from wrecking the city. But I tried. Please tell Baloo! Tell Poppa Bear! I'm his navigator! Always.

Baloo: Louie, he didn't double-cross me. I gotta get back to Cape Suzette. (Baloo runs out of Louie's. Louie follows him outside.)

Louie: Hey man; weren't you paying attention? Cape Suzette is a death trap! (Baloo runs and gets in the SeaDuck.)

Baloo: Doesn't matter, I was all wrong about the kid.

Louie: Well, think, Baloo! It's miles away! How are you going to get there in time? (Baloo starts the engines.)

Baloo: Overdrive. (The engines start turning.)

Louie: All the way? Your motors will fry! You'll melt your plane! (Louie hops away as the dock is broken as the SeaDuck takes off.)

Baloo: Maybe. But I gotta save Kit. (Baloo pushes the orange button on the roof and the overdrive motors go in full blast as the SeaDuck flies in super sonic speed away from Louie's towards Cape Suzette.)

Scene VI

(Outside of the radio room, Don Karnage is tapping his foot as Ratchet finally cuts the door open with the blowtorch. Don boots the panel down and walks in.)

Don Karnage: Oh right, boy; I have you... (Don then notices that Kit seems to be missing as he's not underneath the desk nor the chair.) now. (Cut back to the SeaDuck engines roaring like crazy. Head into the cockpit with Baloo.)

Baloo: Hold together, baby! (Back inside the radio room as Don Karnage is looking around under the rug and then finally notices him in the ceiling wedges against both the ceiling pillars and the pipe. Kit has the stone behind his back.)

Don Karnage: There is nowhere to run, you naughty nuisance. Give me the stone.

Kit: Stone? (Kit grips the stone even tighter.)

Don Karnage: The one behind your back. (Don takes out his sword and puts it to Kit's nose.) No more guessing-type games!

Kit: Oh, this? Okay, catch! (Kit bounces the stone off the floor and Don Karnage grabs it causing him to electrocude himself and cause X-Ray effects. Don Karnage screams (and gruggles) as Kit squeezes from the pipe and runs out of the radio room as the air pirates just watch and do absolutely nothing except for one pirate who gets shoved down by Kit despite Kit not even being close to touching him. And all of them still fall down as Don Karnage is lit up like a blue light special on his knees coughing.)

Don Karnage: Oh...boy! (Don goes to the door.) Get that kid! (Everyone runs as Kit runs to the beak of the Iron Vulture and takes out his airfoil. He opens it and is about to jump off; when Dumptruck shows up out of nowhere and grabs Kit by the sweater. Kit struggles a bit and Dumptruck dangles him over the edge a bit.)

Dumptruck: Eh, you going somewhere? (Kit groans as we get a shot of the beak.)

End Of Act X At 76:22 (Syndication) 78:56 (Television Movie)

Act XI

Scene I

(Shot of the beak as Dumptruck is holding Kit over the edge as Kit struggles. Don Karnage walks in with his group tossing the stone in his hand.)

Don Karnage: (Tuts.) My boy, my boy; you cannot make the fool of me twice, yes-no? (Dumptruck swings his over and Don Karnage grabs his airfoil.)

Kit: Hey!

Don Karnage: Interesting toy. (Don flicks the foil open and close; and then he takes the airfoil and breaks it over his knee into two pieces.) Oh, but I broke it. (The air pirates in the background laugh as Kit is shocked and appalled.)

Kit: (Whispers.) My board. (Dumptruck puts him down on the floor as Kit grabs the pieces of his board.)

Don Karnage: So, Kit Cloudkicker...you will kick the bucket, instead of the clouds, eh? Hee hee hee! I made a joke! Heh heh heh. From now on; I erase you from my list of noble pirates! (Don Karnage turns around and walks away stage left.)

Kit: Noble? You're nothing but a cheap crook, Karnage. (Kit throws the pieces of his airfoil and they bonk off Don Karnage's head. Don turns around and is angry.)

Don Karnage: Drop him! (Dumptruck grabs Kit by the sweater, puts him over the edge and simply drops him. Kit freefalls.)

Kit: No! Noooooooooooooooooooooo! (Cut to a side shot of the Iron Vulture as Kit is still screaming and then pan over to the Higher For Hire docks with Rebecca and Molly under a spotlight. Molly points up.)

Molly: Mommy, it's Kit! (Cut to Baloo flying the SeaDuck into Cape Suzette as the engines are overheating profusely. The right propeller begins to light on fire as we cut back to Kit free falling. Somehow; the pull of gravity is forcing Kit to look up; but Kit manages to force himself to look down. Kit is yelling as Baloo races into the city and manages to get in position to perfectly catch Kit a foot from the water by the sweater. So close; that in one shot; his feet almost touches the spinning propellers.)

Kit: Baloo?!

Baloo: Uh; I got you, Lil' Britches. (Baloo gets Kit into the SeaDuck via the window. Cut to the beak with Don Karnage in disbelief.)

Don Karnage: Someone saved the boy?! Shoot them down! Shoot them down! (The Lightning Gun is reset as Ratchet is in his seat ready to fire. Cut back to inside the SeaDuck as Baloo puts Kit on the arm rest of the navigator chair as Kit looks in shock.)

Kit: You came back for me?

Baloo: Ah, you forgot this. (Baloo brings out the baseball cap and hands it to Kit. Kit takes it and wears it the right way. He turns around and that annoys Baloo.) Ah, didn't I learn you? (Baloo turns the baseball cap backwards.) A navigator wears it that way. (Kit smiles as sparks flying on the ceiling and that causes the SeaDuck to slow down to normal speed now.) Oh, great; what's next? (Baloo pushes some levers on the ceiling.)

Kit: Baloo, the Lightning Gun. (A spotlight is on the SeaDuck as it turns left missing another laser gun shot. Cut back to the beak of the Iron Vulture.)

Don Karnage: Get them! Get them now! (More shots fired and more shots miss the flying SeaDuck. Head back to the cockpit as Kit watches from the window.)

Baloo: Hold on to your kneecaps. (More flying from the SeaDuck as we cut back to the beak.)

Don Karnage: Fry them! Fry them! (Don brings out his sword in response. Cut to the SeaDuck flying around the harbor. He finds a small bridge.)

Baloo: Time for a little hide and sneak. (Sky shot of the SeaDuck flying under the bridge as the spotlight is focused on the path of the SeaDuck. When the spotlight goes beyond the bridge, the SeaDuck is nowhere to be seen.)

Don Karnage: Where did they go?! (The spotlight goes back and then focuses on the bridge.) Burn the bridge! (The lightning gun shoots and destroys the bridge causing damage. The spotlight backs away.) We have made the mincemeat of them, yes-no? Away, my men. Back to pillaging. (The trap door underneath the Iron Vulture opens and out comes various Air Pirates on ropes as Dumptruck gets lowered into the window of a bank. Cut to underneath the burned bridge with spotlights shone around it. Back inside Higher For Hire as the place is still ransacked and head underneath the wooden stairs as WildCat is holding Molly while Rebecca is sitting next to him right under the stairs. There is a lamp on a box.)

Baloo: (On the radio.) Come in, Higher For Hire, come in. (Rebecca crawls over to the radio and answers the microphone.)

Rebecca: This is Higher For Hire.

Baloo: (On the radio.) You know, Becky; I still don't like that name.

Rebecca: Baloo? (Cut to the bridge as the SeaDuck rides out of the supports. Head into the cockpit with Baloo and Kit.)

Baloo: We're coming home.

Molly: Yay, Baloo! (Everyone is cheering this as Kit is happy again.)

Scene II

(Cut to the docks of Higher For Hire as Kit and Molly watch Baloo dragging out stuff from the office, but Rebecca keeps taking it and going back inside. )

Baloo: Come on, Becky. Throw your stuff in the Duck and let's scoot.

Rebecca: No Baloo; I told you, I'm not leaving! (Baloo takes the stuff back and running towards the SeaDuck.)

Baloo: Oh, be sensible, will ya? (Rebecca grabs the rug, causing Baloo to go flying with the lamp and lands with a thud onto the docks. Rebecca goes over to Baloo.)

Rebecca: I can't. This is my home. (Rebecca helps Baloo up.)

Baloo: Yeah, but Karnage is going to fricassee the city any second. (Rebecca folds her arms standing her ground; shaking her head no.) You talk to her, Kit.

Kit: No, Poppa Bear; I stay too. (Kit folds his arms.)

Baloo: What? Okay, Lil' Britches; me too. But there's not gonna be much left after Karnage is through. (Baloo turns around and notices that Kit, Molly and Rebecca are smiling at him with their arms folded. Baloo is backing away from this.) He-hey, whoa, whoa, people. I'm not the hero type.

Rebecca: But you're the only pilot who can do it. (Rebecca tries to grab Baloo's arm; but Baloo pushes it away.)

Baloo: Nope. I'm not listening. (Baloo covers his ears and eyes while humming.) I can't hear a thing. (Rebecca pulls Baloo's hands from his ears.)

Rebecca: But I have a plan. (Baloo swipes the hands away.)

Baloo: Not a chance! That gun will flambe my plane before I take off. (Rebecca then takes out the rubber glove Kit was wearing earlier.)

Rebecca: Not if the lightning can't touch it. (Baloo is confused.)

Scene III

(Cut to Rebecca hammering rubber tires onto the nosecone of the SeaDuck. Baloo comes in with loads of rubber tires as Kit and WildCat are on the left wing nailing tires down.)

Kit: (Grabs one of the tires from Baloo's hands.) You think these tires will really stop the lightning?

Baloo: (Grunts.) Miss Science says rubber and electricity don't mix. (groans) I hope she's right. (Rebecca pulls up part of a tire against the nail she hammered into the SeaDuck.)

Rebecca: Good. Those are the last ones, Baloo. (Rebecca comes to Baloo and grabs one. Then a stray tire rolls in and flops onto it's side and stops. Out comes Molly.) Oh, Molly; sweetie. (Rebecca grabs Molly from the tire.)

Baloo: Engines ready, WildCat?

WildCat: Huh? Oh, they're fine. 'Course you burned out your overdrive forever and ever.

Baloo: Forget it. (Baloo opens the door and brings Kit down from the roof of the SeaDuck onto the dock.) Well, I guess it's time to pay Captain Karnage a visit, Kit.

Kit: Right! (Kit pumps his fist.)

Rebecca: Right!

Baloo: Now hold on, Becky.

Rebecca: It may not be my plane anymore, but they're my tires. I go.

Baloo: Okay. Let's pull chocks. (Baloo, Kit and Rebecca head inside the SeaDuck.) We're off to bag us a lightning gun. (Baloo closes the door and starts the engines. The left propeller teases catching fire with a red flash, but it turns normally in the end. The SeaDuck takes off as Molly and WildCat watch on waving goodbye. Cut to the beak of the Iron Vulture as a makeshift bridge is attached to a window sill of an apartment building. Sirens wail in the background. We see Mad Dog and another pirate with sacks of expensive stuff as we cut to Don Karnage at the beak in front of a large bowl running his hands through the expensive stuff. Then they stop and hear Baloo's voice on the radio transmitter.) Don't look now, Karnagey; but we're coming to bust up your lawn party. (Don goes over to the gun and uses the telescope to notice the SeaDuck heading right for him.)

Don Karnage: Karnagey? (So Don brings out the microphone from behind the Lightning Gun.) Tell me, foolish flyer; what is your name? So I can carve it on your tombstone. (Brings out his sword again and slices Dumptruck's hat in half while it was on Dumptruck's head.)

Baloo: (chuckles) Name's Baloo.

Kit: And me, Kit Cloudkicker. (Don Karnage is in shock.)

Don Karnage: I am not believing this. That stupid pilot and the kid too?! (Don Karnage jumps up and down.) Ooo, they make me very, very, angry. (Don swings his sword around.) Blow them away! (Ratchet is shown prepping the Lightning Gun. The SeaDuck heads towards the Iron Vulture and into the hard camera.)

End Of Act XI At 81:37 (Syndication), 84:17 (Television Movie)

Act XII

Scene I

(Far shot of the Iron Vulture shinning the spotlights over the city. Here comes the SeaDuck as Don Karnage walks back and climbs onto a metal stool.)

Don Karnage: Time to lightning up their lives! Hee hee. (Ratchet pushes some switches on the gun while Baloo does the same for the SeaDuck as it continues heading towards the Iron Vulture. We see various parts of the Lightning Gun power up including the stone itself.) Fire! (The lightning gun fires and hits the nosecone of the SeaDuck; but it only bounces back a bit. The SeaDuck just keeps going.) What?! Again! (Ratchet fires a second shot and it does the exact same thing.)

Rebecca: We did it!

Baloo: It fucking worked! (Disney Captions claims Kit said "We did it"; but it was Rebecca's voice in the audio. Kit actually said: "It worked!" just after Baloo said this line in the audio.)

Kit: It worked! (Don Karnage is shocked and angry.)

Don Karnage: Get him! (Head back to the SeaDuck and into the cockpit.)

Kit: Wahoo! Ha ha! Nothing can stop us now. (The trap door opens and out comes the CT-37's as they fire bullets at the SeaDuck.)

Rebecca: Baloo! (Baloo pushes some switches on the windshield.)

Baloo: Hold on, I'll try losing them in town! (Baloo turns the SeaDuck around and flies into the city as the CT-37's chase the plane. One of the planes flies too low and a red wolf furry crashes onto the street and bounces out of the plane and into a clothing store landing in a mess being handled by a female bear mannequin. Cut back to the SeaDuck going through town as CT-37 after CT-37 literally crashes into buildings. Some of them parachute as the SeaDuck dodges a building; but the pirate crashes through another building on the top floor where the weasel worker from Plunder and Lightning Part II was doing maintance on the floor. The plane crashes through the building causing the air pirate (wearing blue pants and an amulet with a black cross on it.) to free falling and parachute. Baloo pulls up as we spiral up the Khan Tower area as more gunfire ensues. The SeaDuck comes down and flies through a tunnel as four more planes fire at it. Two of them cannot pull up and they crash into the pavement. The final two CT-37's fly in after Baloo as the tunnel is barely wide enough for the SeaDuck as it's rubbing against the walls. Rebecca watches on as Baloo flicks another switch, and flies the plane down slightly as the pirates panic due to the low clearance sign. They fly down too low and crash into the pavement and they bounce off and open their parachutes anyway. The SeaDuck flies high into the sky.) Ha ha! If you can't fly; don't mess with the eagle! (Cut to a sky shot of the Iron Vulture as Baloo decides to head right for it. Don Karnage is panicking.)

Don Karnage: They're still coming?! Quick, quick! Close the beak, close the beak! (Two pirates use the wheel pully system to try to close the beak; but they are moving too slowly as Don Karnage runs inside. Head back into the cockpit of the SeaDuck.)

Rebecca: We're not gonna make it, are we?

Baloo: Don't know, Becky; but we're gonna try. (The SeaDuck aims straight for the beak as Don Karnage is jumping up and down behind one of the pirates trying to close the Iron Vulture.)

Don Karnage: Faster, faster! Close it faster! (Baloo aims right for the Lightning Gun as Ratchet bails from the gun. Head back into the cockpit as Rebecca and Kit embrace each other for impact while Baloo closes his eyes.)

Baloo: Sorry about this, baby. (Baloo crashes into the Lightning Gun as both of it's wings are clipped and the Lightning Guns breaks into pieces. Screaming abounds as the SeaDuck and Lightning Gun bounces around shooting lasers at the pirates. The pirates scatter in various direction. Rebecca and Kit bounce in the cockpit as Kit is rolling around. The SeaDuck bounces to the trapdoor which opens and both it and the Lightning Gun pieces all free fall from the Iron Vulture. Back in the cockpit as Kit and Rebecca are up and bracing for impact as the SeaDuck is in a tailspin.) We're in a tailspin! I can't hold her steady! (The SeaDuck spirals down as the Lightning Gun falls into the ocean first causing a red circle to appear. The stone explodes off-screen and that causes a gush of water to column up and hit the SeaDuck. Back inside the cockpit as Rebecca and Kit are embracing Baloo.) Just give me a few more seconds, baby. (The SeaDuck rides a giant tsunami and gets engulfed by it. Cut to the window of Khan Tower as Shere Khan is looking outside with the binoculars at the flooding due to the explosion.)

Shere Khan: Hmmm. A pity. That was a pilot to be reckoned with. Scramble the planes. (Khan walks off as the shudders around the windows closes up. The sirens wail as the water levels go down considerably throughout the city. As the water goes down to ground level, out pops Rebecca coughing.)

Rebecca: Kit! (Kit is shown coughing as well.)

Kit: Baloo! (Baloo finally shows up coughing as only the steering wheel is left. Baloo turns to his right and notices the nosecone of the SeaDuck is in the water sinking Baloo faints onto the ground in shock. He then looks at the flight stick.)

Baloo: My plane. (Kit and Rebecca look at him and then look up to see thirty airplanes in the air heading towards the Iron Vulture as it is smoking but still flying at this point. Cut to the wheel house as Sadie has taken the wheel and another pirate as his second. In comes Don Karnage.)

Don Karnage: To your posts, men. We will fight to the last man! (Don Karnage takes out his sword and then gunfire ensues inside the wheelhouse done by the airplanes outside. Don Karnage falls down to the ground as the right blimp gets busted and sets on fire. Don gets up.) Then again...Retreat! Retreat! Full speed behind! (The Iron Vulture slowly turns around and flies away from Cape Suzette limping on one blimp. Fire is set on the left blimp as more gunfire ensues. Pan southeast to the beach as Baloo, Kit and Rebecca watch on; as Molly and WildCat arrive.)

Molly: Mommy! (Rebecca comes over and hugs Molly while WildCat and Kit dance around the sand.)

WildCat: Guys, you did it! (Baloo looks at the SeaDuck sinking fully into the harbour.)

Baloo: (Sighs.) Yeah, we did it.

Scene II

(Shot of a orange windsock on top of the offices of Higher For Hire replacing the white flag. Seagulls and a plane are flying low and high in the sky. Pan down to Higher For Hire's ground level.)

Baloo: Go away!

Kit: Ah, Baloo; just come out and fly. (The door opens and Baloo is dragged out of the office by the flight stick around his hands by Kit.)

Baloo: Look, without the Duck I'm grounded. Hey! Give me that back!

Kit: Stop being such a baby. It's been a week since Miss Cunningham and Molly got an apartment and all you've done is sit around on your duff. (Baloo is spun around and falls right on his back.)

Baloo: A week? I haven't flown in a week? (Baloo gets up.) Okay. Well, let's see this plane of Becky's.

Kit: Ah, Baloo; you're gonna love it. (Kit runs forward motioning to Baloo to come and see it. Baloo walks towards the docks.)

Baloo: Yeah, yeah. Don't blow a gasket. (Baloo is led to where the SeaDuck Mark II is shown as Baloo is shocked so much he drops the broken flight stick.) What? (Rebecca and Molly are on the docks with WildCat on the right wing checking the engine.)

Rebecca: Surprise!

WildCat: Happy New Year!

Molly: Surprise!

Kit: Ha ha. Surprise!

Baloo: The SeaDuck! (WildCat is wiping the propeller with the towel.)

WildCat: Yeah. Good as pretty and twice as new.

Baloo: My baby. (Baloo runs over to the SeaDuck door and hugs it like a human being.)

Rebecca: Well...(Rebecca brings out the deed.) Actually; she's my baby. I paid to have it put back together, piece by piece. I own it again.

Baloo: But, but, but...(Baloo goes over to Rebecca.)

Rebecca: So..you gonna be my pilot or what? (Rebecca blinks her eye lashes at him. Baloo is looking surprised as Molly looks at him wide eyed. Baloo scratches his head as WildCat is looking at him. Kit comes down towards Baloo.)

Kit: What'ya say Poppa Bear? (Baloo ponders it over and then tips his hat to basically say yes.)

Scene III

(Cut to the skies as the SeaDuck Mark II flies into the sky as Kit is cloudsurfing on the clouds being towed by the SeaDuck by a rope. He also remembered to put goggles on.)

Kit: Wahoo! (Baloo watches on from the cockpit as he is piloting the plane while Rebecca and Molly are sitting in the navigator's chair. And WildCat is standing in between the seats.)

Baloo: Now, I'm just doing this for you till I can buy back the Duck back.

Rebecca: Of course.

Baloo: I can't be tied down or nothing, right?

Rebecca: Oh, right, Baloo.

Baloo: And about that name. I still don't like Higher For Hire.

Rebecca: Heh heh. Get used to it, Baloo.

End Of Movie/Episode At 86:40 (Syndication), 89:22 (Television Movie)

 

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