(Lyrics to "Stormy Weather (Keeps Rainin' All The Time)" are by Ted Koehler and Harold Arlen.)

Author's Note: This is my first try at a novelization - in fact, the first time I've ever adapted anyone else's work.  I chose "Stormy Weather" because I love this episode dearly - it's my favorite TaleSpin of all time, barring "Plunder and Lightning".  I hope you'll forgive the few small liberties I took with the material - I think they help it translate better from the screen to the page.

As always, thanks to all my TaleSpin buddies out there, who have become my support group.  I love you guys!  Special thanks this time go out to Windsurfer, who was the real pioneer in the adaptation game.  She was very helpful in encouraging me to pursue this.
 
 
 
 

PROLOGUE
 

"But Baloo-" Kit Cloudkicker protested.  "The airplane is only display at the museum for one day -tomorrow!  And it's only there 'til two o'clock!"  The cub folded his arms and sat on his bed in a huff.

"Sorry, Pardner." Baloo said, gently but sternly.  "Like I tol' ya, it's a school day.  Some things ya just gotta do, like it or not."

"Oh, Baloo!" Kit seethed.  It was infuriating - in the weeks he'd known Baloo he'd already seen the pilot throw responsibility to the wind countless times, when it came to HIS affairs!  "We're talkin' about Captain Eddie Bockenricker's plane!  From the Great War!  How many times am I gonna get a chance to see that?" he yelled, holding up the advertisement from the museum.

Baloo shook his head.  "Kid - I know sixth grade ain't as exciting as that ol' plane but yer twelve years old, ya gotta go to school."  Baloo closed his eyes, marshalling his resolve.  He sat next to the boy on the bed and draped an arm over his shoulder gently.  "Look, L'il Britches - I know this is kinda new fer both of us, and it ain't easy.  But cut me some slack, OK?  Ol' Baloo's just tryin' to do the right thing...."

"I know." the cub said, closing his own eyes tightly.  In the time he'd spent with Baloo there had been occasions when it had been obvious the big bear was very uncomfortable around Kit, no matter how well the pilot had tried to hide it.  Still, Kit appreciated the effort - and the underlying affection in the big bear's actions was always obvious.  The cub leaned over and hugged Baloo briefly.  "I know.  But..this is hard for me too, Baloo.  I haven't been - I haven't had - well, it's been a long time since-"

"I know." Baloo said gently.  "But all we kin do is try, right?  Even if sometimes one of us has to do stuff we don't like.  An' this is one o' those times, L'il Britches.  Yer a smart kid - I just don't wanna see ya waste that."  He hugged the boy closer and softly punched him on the jaw.  "I can't do this without yer help, Kiddo.  But I think we can do it together, OK?"

Kit grinned ruefully.  One more boring day in school wasn't such a terrible fate, he supposed.  And there would always be other planes.  "OK, Papa Bear.  Together."  But it isn't gonna be easy, he thought to himself, looking at the museum flyer sadly.

"Together." Baloo echoed, tousling the boy's hair.  But it ain't gonna be easy, he thought to himself.
 

The security guard at the Cape Suzette Aerodrome yawned and put down his newspaper.  Why were these travelling airshows always late checking in?  He couldn't lock up and go back to his comfortable home until the show's equipment was safely tucked away inside the aerodrome walls.

Finally, when it was nearly eight o'clock and almost dark, the guard heard the drone of several airplanes and saw lights approaching from the northwest.  After a moment a white biplane landed in front of the aerodrome and a tall rat in a leather flight jacket, red cape, goggles and black boots hopped dramatically to the dusty ground.  "Evening, Ace!" he shouted to the security guard as a few more planes touched down.

"Yeah, same to you cowboy." the guard said sarcastically.  "You were supposed ta be here an hour ago." He unlocked the fence and swung the massive gate open.

The rat chuckled.  "Yeah, sorry about that, we were....held up leaving Pazooza.  We'll just get the planes locked away inside and we're done for the night.  The trucks and trailers will be here in the morning."

The guard held out a clipboard.  "I'll need ya to sign this release, and then ya can load yer stuff inside."  The rat complied with a flashy grin.  "Daring Dan Dawson, huh?" the guard chuckled, glancing at the signature.

"Of Daring Dan's Dazzling Circus of the Air, at your service!" the rat said with a flourish of his cap.

"Yeah, save it fer the paying crowd, hotshot." the guard said with a dismissive wave.  "My wife's waitin' for me at home so I suggest you get yer stuff loaded - Ace."

"Yokels are all the same!" the rat grumbled.  "Little people.....Come on boys, let's get these planes inside!  We've got a show tomorrow at three, and the rubes have paid their money!"  He looked out across the airfield to the downtown beyond, the lights of the skyscrapers beginning to shine in the dusk.  Another town, another show.....He'd have to give the rubes something new soon......"
 
 
 
 
 

It was an idyllic scene - far below, a river knifed it's way through a steep canyon, cutting it's way across the landscape.  High in the sky, a gaily painted yellow and orange seaplane soared, the drone of it's twin Superflight-100 engines mixing with the wail of the wind.  The sky was pockmarked by light brown clouds, as the tropical weather machine of the South Pacific began to crank up another early autumn thunderstorm.

In the cabin of the plane, a Conwing L-16 of indeterminate vintage, sat a large grey bear and a small brown bearcub, twelve years old and small for his age.  The grey bear was ensconced in the pilot's seat, engaged in a futile wrestling match with an aviation map - a match the bear was clearly losing.  The bearcub sat in the navigator's seat, laughing merrily at his friend's predicament.

"Pilot to navigator!" the bear said in exasperation, his voice muffled by the map over his face.  "Where are we?"

With a giggle, the little bearcub grabbed the map off of the pilot's face, looked at it for a moment and folded it neatly with little effort.  "Six miles south-west of Cape Suzette!" he said confidently.  "Smack in the middle of some great _cloudsurfing_!"

Baloo laughed.  "Yer an ace, L'il Britches!  Dunno where I'd be without ya!"  He reached across and playfully pulled Kit's red and blue baseball cap down over his eyes.  "OK, hit the mist!" he said, opening the cargo hatch.

"Ya-HOO!" the cub exclaimed gleefully.  He dashed back into the hold, bounced off the mattress on the floor and grabbed the towrope.  With one more bounce, he was out in open sky, which by now was an ominous shade of yellow.  Gleefully, the cub skimmed the tops of the brown clouds, sending great trails of vapor scudding in his wake.

Baloo glanced out his window, a mixture of pride and concern in his eyes.  He still couldn't quite accept that this was normal behavior, but by God the boy was amazing!  "Hang onto yer eyeballs, hotshot!" he yelled, banking the Sea Duck into a turn.  The cub continued happily skimming the clouds behind him.

The pilot turned to face forward again, and realized with a start that another plane was bearing down on him, previously invisible in the thick clouds.  "Yeeeow!" he yelled, narrowly avoiding a collision with the craft, now revealed to be a small white biplane.

The pilot of the biplane, a rat in a leather flight jacket and goggles, looked over at the bizarre sight that confronted him with considerable surprise.  He turned his plane to fall into line behind the Sea Duck and the brown bearcub trailing after it.

Kit had seen the near miss in front of him, and now he saw the other pilot fall in behind.  He was more than a little proud of his unusual talent, and rarely did he have an audience to show it off to.  With a wave to the pilot, he swung his airfoil side to side in a serious of wide arcs, sending up great plumes of vapor.  The pilot, grinning, responded by flying a series of spins and arcs in his small aircraft.

Baloo looked on in disapproval from the cockpit.  "Allright, cool it, don't go gettin' show-office!" he grumbled, as the Sea Duck flew into darker clouds and a light rain began spitting down.  He couldn't shake the feeling - this just wasn't _safe_!

Kit laughed as the pilot of the white plane matched his tricks one by one.  This was a guy that knew how to have fun!  He'd give him something to remember....He coiled himself, let go of the tow rope and did a midair summersault, landing on the airfoil and grabbing the rope again.  The pilot grinned and applauded.

"Quit showin' off!" Baloo yelled in his loudest voice, hoping that Kit could hear him, and that he'd pay attention even if he could.  The rain was getting heavier now, and streaks of lightning split the sky, uncomfortably close to the plane.  Stupid kid, showin' off like that....

"Hey Mister!  Watch _this_!" Kit shouted with a grin.  He leaped off of his airfoil, did two head over heels spins in midair and landed safely on the fuselage of the Sea Duck, catching his airfoil and bowing.  The pilot of the white biplane applauded again, grinned and peeled off his pursuit.

Baloo eyed the sky nervously - this weather was deteriorating, better get the boy inside.  He looked out the window, ready to signal Kit to come in, and with a shock saw the tow rope flapping in the breeze, unencumbered by the cub or his airfoil.  A horrible, sick feeling grew in his stomach.  "Kit?" he yelled plaintively, hopefully.  "Kit!  Noooooo!" he screamed, grabbing the wheel in preparation for a desperate attempt to swoop down and save the child from certain death.

Baloo jumped as small hands covered his eyes.  "Guess who!" he heard, in a blessedly familiar squeak from behind him.  "Kit!" he panted, grabbing the surprised boy and pulling him to his chest.  He squeezed the cub tightly, a flood of emotions rushing out - anger, joy, and most of all, sweet relief.  "Doggone it Kid - don't you ever pull a bonehead stunt like that again!" he gasped, pulling the boy close for another embrace and setting him down on the navigator's seat.  "I thought that you'd....I thought - I...I...."

"Aw, Papa Bear!" Kit grinned.  "It was just a half-gainer with a flyin' dismount!"

"Don't gimme none o' that fancy talk!" Baloo snarled angrily, the thoughts that were too horrible to think about slowly receding from his mind.  He looked over, making certain that the boy was there, safely, seated next to him.  "You was just showin' off fer that other showoff!"

"C'mon!" the cub protested.  "I knew what I was doin'!"

"What you was doin' wasn't _safe_!" Baloo said angrily.

Kit threw his hands up in frustration.  There was that double standard again - just 'cause he was a kid!  "Since when do you care about safe?  Who flew two tons of dynamite through a hurricane?"

The Sea Duck had raced ahead of the worst of the weather and was approaching the cliffs that marked the entry to Cape Suzette.  Baloo shook his head resolutely.  Why couldn't the boy understand?  "That was a JOB, Kid!  There's a difference between that an' takin' chances......"
 

There was even more noise than usual outside Higher for Higher when Rebecca Cunningham grabbed her clipboard and left the building that doubled as her office and the living quarters for the two people that made up her flight crew and, increasingly, her extended family.  Peals of thunder rolled across the water from the west, and Wildcat was noisily stacking crates on the dock.  They were joined for a time by the familiar sound of the Sea Duck's dying engines as it sat dockside.  That was replaced, however, by the much less common sound of Baloo and Kit arguing.  Rebecca sighed and headed out to meet them.  While she didn't know much about either bear's past before they had met the other, she knew three things - they loved each other, the were used to being alone, and they were both overstuffed with pride and stubbornness.  It was a flammable combination.

"Oh Baloo!" Kit said, throwing his hands in the air as the cargo hatch opened and he stepped onto the dock.

"You don't unnerstand!" Baloo said, following him.  "There's chances and there's chances - and some chances just shouldn't be took!"

"Are you writing the Kit Cloudkicker rulebook?" The boy said sarcastically.

Rebecca shook her head and sighed again.  Baloo was as pig-headed as any mule, and as for Kit - well, he was a little boy, at least by appearance - but he was like no little boy she'd ever met.  He had more ideas in his head....she decided it was time to get involved.  The situation called for an adult and those two were one short.  "What are you two fighting about?" she asked with a laugh she didn't really feel.

Kit looked at her pleadingly.  "Aw, Papa Bear's turned into a mother hen!  I was just doin' a little cloudsurfing, an' he says-"

Rebecca glanced up as sheet lightning lit the sky to the west.  "Cloudsurfing?  In this weather?  Isn't that dangerous?" she asked, handing her clipboard to Wildcat.

"Yeah!" the mechanic said.  "What if you wiped out, an' fell down, an' hit yer head, or somethin'?"  He bashed himself on the noggin with the clipboard for embellishment.

Kit balled his little paws into fists angrily and stormed down the dock a few strides.  "Aarrgghh!  You're all against me!  I knew what I was doin'!  Won't anyone believe me?"  Rebecca had her own concerns about Kit's cloudsurfing, but she decided he needed an ally right now, as Baloo looked as if he were just about to jump down the boy's throat.  What that fat bear didn't know about raising a child could fill a book.....

She was about to go to Kit's side when a white biplane appeared out of the sky and made a high speed landing, skimming along the water for several dozen yards and drenching a very indignant Baloo and Rebecca and with sea water before halting next to the Sea Duck.  Rebecca wiped the brine from her eyes and saw a tall rat wearing a leather jacket, red cape, goggles and black boots jump out of the little plane and onto the dock.

"There you are, Ace!" the rat exclaimed, rushing over to Kit.  "Just the man I'm lookin' for!  That was the most amazing display of death defying aerial artistry I've ever seen!" he gushed, shaking Kit's hands with such ferocity that he nearly lifted the startled boy clean off the dock.

"It....was?" Kit asked, a puzzled look on his face.

"You mean you don't know?!" the rat asked, lifting Kit up off the dock this time.  "Why, you corageous captain of the clouds!  You were.....great!"

"Yeah!" Kit said, puffing out his chest proudly.  "I guess I was!"

"Hold on!" Baloo said, getting in the rat's face.  "Who _are_ you, anyways?"

The rat grinned toothily and unrolled a poster, showing his smiling visage in front of a plane performing an aerial stunt.  "Daring Dan, of Daring Dan's Dazzling Circus of the Air!  Now at the Cape Suzette Aerodrome, three show's daily, and matinees and...and - you must be the proud parents of Ace here!" he said to Baloo and Rebecca, who had stepped over next to the pilot.

Rebecca laughed derisively.  "ME?  Married to _him_?" she asked with a haughty wave at Baloo.

"Baloo and Becky aren't my folks.....I'm an orphan." Kit said, a little sadly.

Dan put an arm around the cub's shoulder sympathetically.  "You don't say?  Me too!" he said sincerely, leading the boy away from the two adults and down the dock.  "You ever been to an....air circus?" he hissed.

"Uh, no, I-"

"Ho ho, my sky skiing wonder-boy, you haven't _lived_!" the rat said grandly.  He reached into his jacket and produced two tickets.  "On the house!  You'll be a personal guest of Daring Dan Dawson!"  He walked over to his plane and turned.  "Here's lookin' at you - Ace!" he said somberly, with a full salute.  Kit returned the gesture, a serious expression on his face.  The rat jumped into his plane and took off.

"Oh, brother!" Baloo said disgustedly, with a shake of the head.  With a trail of red white and blue smoke, the rat flew a loop and disgorged a load of confetti, much of which seemed to land squarely on Baloo's head.

"Wow!  Didya see that, Baloo?" Kit asked in an awestruck voice.

"Yeah, I saw it...." Baloo grumbled, arms crossed.  Rebecca looked first at the pilot and then at Kit, concern on her face.
 

The Cape Suzette Aerodrome was fully decked out for it's visitors.  Large red banners proclaiming "Daring Dan's Dazzling Circus of the Air" were strewn across the outside walls, and the inside was packed with excited spectators.  Kit and Baloo sat in the east bleachers, the bear surrounded by a stunning array of snacks - peanuts, popcorn, hot dogs and sodas were everywhere.

Kit was looking skyward with excitement, but Baloo looked as though he'd rather be anywhere else.  These barnstormers didn't know _real_ danger - when did _they_ have to deal with pirates, or hurricanes?  Overhead, two biplanes, one red and one blue, performed an intricate mid-air near-miss, and zoomed low over the crowd.  "Baloo, look!  Those guys are good!" Kit shouted excitedly.

"Thrillin'!" Baloo muttered, picking his teeth.  "I'm one big goosebump of excitement...."

The public address announcer's voice boomed out over the loudspeakers.  "Ladies and Gentlemen!  The man you've all been waiting for, the one and only king of the skies.....the really great, terrific, Daring Dan Dawson!"

Kit jumped up and down wildly, staring up to catch a glimpse of Dan's plane.  "Wa-HOO!" the boy shouted excitedly.

"And now, Daring Dan slashes through the Deadly Swords of Doom!" the P.A. announcer boomed.  The white biplane slalomed through a series of posts festooned, with swords, axes and other sharp implements of destruction before climbing high into the sky.

"Oh _Man_, whatta pilot!" Kit gushed.  Suddenly, The white biplane stalled, and Kit pointed excitedly.  "He's gonna crash!"  Baloo looked up, thinking that at least there was something he'd pay to see.

"Stay calm folks, it's all part of the show!" the announcer said as Dan's plane plummeted to earth, trailing black smoke.  At the last moment Dan revved the engine and pulled out of the dive, sending out streamers and confetti behind the plane in a explosion of red, white and blue.  "Let's hear it for Daring Dan's Dramatic Dive of Death!"

"Yahoo!  Didya see that, Baloo?" Kit screamed, jumping up and down wildly.  Baloo watched him for a moment, head bobbing up and down in conjunction with the little cub's leaps.

"Aw, that was nuthin'!" Baloo chuckled, desperate to grab the boy's attention.  "Hey - remember when we lost both engines over Spango-Pango, and went into that dive?  Hoo baby - 10,000 feet!  Now there was _real_ danger_...."
 

Baloo was feeling pretty desperate.  The airshow had ended, and he and Kit were walking along a corridor behind the main arena.  Baloo had been talking a blue streak, trying to get the boy's attention focused back on him, with no success.  No matter how many of their old adventures he recalled, the boy's head was miles away.

The big grey bear laughed, wrapping up another of his tales.  "-then POW!  Blew the engine to macaroni!  Boy, was Ol' Becky ever mad!  Remember Kit?  Kit?"

"Huh?" the boy replied, looking across the corridor.  "Oh, yeah, sure!  Hey Dan!  Dan!" he called out.

"Hey, Ace!" the rat replied, walking over to join them.

"Oh, no!" Baloo groaned.  Not another load of guava from that windbag....

The rat flashed a toothy grin at Kit.  "How'd ya love the show?" he asked, ruffling the cub's hair through his cap.

"You were great!' Kit enthused.  Baloo didn't like the look in the boy's eyes - he'd only ever seen that look directed at one other person.....himself.

"Haha!" Dan laughed, winking at Kit.  "Takes one to know one!"  He draped an arm over the boy's shoulder and led him a few steps away down the corridor.  "Ace - " he began in a low voice.  "How'd ya like to join my show?"

Baloo had overheard the rat and was startled by the invitation.  "A-ha-hem!" he coughed loudly.

"Me?" Kit squeaked.  That squeak melted Baloo's heart every time he heard it....

"You!" Dan replied with a grin.  "I'll make you a star, Ace!  The roar of the crowd, your name in lights..." he leaned in closer.  "And more money than you've ever _dreamed_ of!"

Kit beamed up at the rat, hardly believing his ears.  "You really think I'm _that_ good?"

Dan slapped the boy on the back.  "Hey, I know guys makin' three, four...five hundred a week not _half_ as good as you are!  Yer one in a million!  Ya fly with me, nothing'll hold you down!"

Baloo was beginning to get a very sick feeling in the pit of his stomach.  "Kit - time to go!" he said desperately.

Dan leaned over close to Kit and looked back disdainfully at Baloo.  "Except, of course, the little people.  Kid, don't let the little people hold you down."  He shot one last glare at Baloo.  "No matter how big they are!"

"Allright Kit, come on!" Baloo said, grabbing the boy's slender arm, a mixture of anger and fear welling in him.

Dan scowled at Baloo and shot a toothy smile at Kit  "See you soon, Ace!"

Kit looked back over his shoulder as Baloo led him away.  "Real soon!" he smiled, and Baloo gently turned the cub's head forward.  Dan stood and watched them go, a small grin on his lips.
 

Night had fallen at Higher for Hire, and the entire staff was seated at the table.  Kit was happily regaling them with tales of the airshow, which Wildcat seemed riveted by.  Rebecca listened with concern, worried about the tone she heard in the cub's voice.  Though she'd only known Kit for a short time, she was already attached to him, more than she cared to admit.

She looked at Baloo, and felt pity for the big bear.  He sat glumly picking at his dinner, a sure sign that he was in deep distress.  Air pirates and storms he could handle, but the emotional roller-coaster of trying to be a guardian and protector to a talented, ambitious twelve year-old was beyond him.  She stacked her papers neatly and prepared to put them in her briefcase as the boy prattled on.

'Vrooom, vroom!" he said enthusiastically, demonstrating by zooming the butter dish around the table.  "Man, what a pilot!" the cub gushed.  "And then he asked _me_ to join his show!  Said I'm one in a _million_!  Dan says I'll make tons of money - and get my name up in lights!  Hey, whaddaya think of 'Ace Cloudkicker'?"

Baloo turned and left the table in disgust, his food nearly untouched.  Rebecca closed her briefcase.  "Well, good night - Ace." she said, standing.

Kit stood and walked around the table.  "Man, you shoulda seen this one stunt!  Dan goes into a stall, pretends his plane's on fire, an' then he...." The boy's voice trailed off as Rebecca cast one last worried look at him and followed Baloo outside.

The pilot sat, downcast, on a crate, throwing stones into the water dejectedly as a foghorn mournfully sounded in the distance.  Rebecca put a hand on Baloo's shoulder, hoping to provide some comfort.  "Baloo, Kit's just....excited, that's all......"

"I'm losin' him, Becky!" Baloo said, without turning.  The big bear sounded near tears.  "That dippy Dan's a bag o' hot wind, blowin' Kit right oughtta my life!"

"I know, but Kit _is_ talented....Maybe he really is cut out for something better than hauling cargo.  And if he is, who are _we_ to hold him down?"  She took a few steps away, not really believing what she'd said, and regretting saying it almost immediately.  "Then again," she added with a chuckle, "I've never known _you_ to give up without a fight!"

Baloo looked up at last, his shoulders unsagging.  "Yeah!" he said, hopefully.  "Yeah!  I'm gonna win that kid back!  We'll spend tomorrow at Louie's, fer some fishin', and swimmin', .." the bear rose and excitedly headed back inside.  "Boy, is he gonna be surprised!" he said gleefully.

Rebecca chuckled as she watched him go.  "Good night, Baloo." she said quietly.  It was all so simple, to him.  She only hoped he'd be able to win Kit over that easily - she hadn't liked that look on the boy's face....With a sigh, she turned and headed for home.
 

The rooster crowed as the sunlight streamed through the windows of the cluttered bedroom at Higher for Hire.  Baloo blinked twice, sat up and stretched in bed.  "Rise and shinola Kid!" he said excitedly, sleep already pushed away by anxiousness to start the day.  "Wait'll you hear what we're doin' today!" he chuckled, looking over at Kit's bed, eager to see the cub rise and shake the sleep out of his eyes.  To his surprise, the boy's bed was empty.

Frowning, the big bear stood and headed for the door, and tromped down the stairs two at a time.  He looked around - no sign of the boy.  "Kit!  Hey, Kid!" he shouted, walking outside, where Wildcat was happily pounding away at the port engine.  "Wildcat - what're your doin'?" he shouted at the mechanic.  "Kit an' I are takin' off in two minutes!"

"You are?" Wildcat asked, surprised, banging his head noisily on the engine cover.  "Well, Kit said, 'I'm goin' to the airfield, an'....."

"C'mon, get 'er ready!" Baloo said with a dismissive wave.  "Me an' my partner got places ta go, an' things ta do!"  Wildcat _must_ have heard wrong, the guy couldn't get anything right anyway if it wasn't mechanical......

"Right Baloo." Wildcat shrugged.

"Yessir, he'll be back any second now......"
 

"Yeee-HA!" the brown bearcub shouted.  Kit was enjoying himself immensely as he cloudsurfed high above Cape Suzette.  He shot a grin at the Daring Dan, who smiled back at him from the cockpit of his biplane.  Kit could never shake the feeling that Baloo didn't quite...._trust_ his cloudsurfing, somehow.  Dan, on the other hand, had all the confidence in the world in his ability.  He knew an artist at work when he saw one.

Dan turned and waved for Kit to come inside the cockpit.  With a wave of acknowledgment, the boy coiled and leapt high into the air, aiming for the empty seat behind the rat.  He came up just short, and teetered for a moment on the fuselage of the small plane.

"Whoopsie-daisy!" Dan grinned, grabbing Kit's arm and pulling him safely into the cockpit.

"I slipped!" Kit said with a sheepish grin.  He berated himself for his carelessness - he wanted to show himself off at his best to his new friend.

"Hey!" Dan smiled, seemingly unconcerned.  "That's what the people pay to see!"  The pilot reached down and pulled out a poster, which he unfurled.  It showed a smiling brown bearcub in a blue jumpsuit festooned with lightning bolts, waving gleefully to an unseen crowd as he trailed along on an airfoil behind Dan's white biplane.

Kit's jaw dropped as he read the headline.  "Captain Kit Cloudkicker - Ace of the Skies?  Wow!!" he gasped, grabbing the poster.

"Thought you'd like it!" Dan chuckled.  "Sooo....Wanna join the show?  Make the big bucks?  Hmmm?"

"Yes!" the boy said immediately.  Instantaneously, however, doubts began creeping into his head.  This had been a lot of fun, but he'd never stopped to actually consider what he'd do if....if..."I mean....I dunno.  Baloo and I are sorta....partners." he said sheepishly.  He looked down at the poster again and rolled it up neatly.  Partners......  "Can I - think about it?"

The pilot flashed a flinty smile at the cub.  "Yeah, well, think fast, Ace.  We pull out tomorrow.  If you wanna come, be at the airfield at dawn!"  The rat looked down and laughed.  "Ah, here we are!  Ready to show 'em the new stunt I taught ya?"

Kit looked down at Higher for Hire far below.  "You bet!" He grinned, tucking the rolled-up poster under his sweater.  Boy, would Baloo be proud of him after he saw this stunt - it was great!  Kit pulled himself out of the cockpit and stepped out onto the wing, where two metal footholds were built into the surface.  The cub slipped his small feet into the slots as Dan banked the plane into a spin.  Finally, the rat flew straight up, Kit's feet slipping from the footholds and sending the boy plummeting groundward.
 

Rebecca shook her head sadly as she watched Baloo pacing up and down the dock, grumbling angrily to himself.  Wildcat stood idly by, watching the big bear with a mixture of puzzlement and amusement.  This was a pretty serious situation, but she still had a business to run....."Baloo, how about letting Wildcat get back to work on the engines?" she asked gently.  "If Kit isn't showing up-"

"He'll show up!" the big grey bear barked, glaring at his boss.  "He'll be droppin' in any second now!"

Wildcat looked over Baloo's shoulder, jaw dropping in surprise.  "Man, when he's right, he's _right_!" the mechanic exclaimed, eyes as big as saucers.  Baloo and Rebecca looked up, following Wildcat's gaze.

With a shock, Baloo saw a small form hurtling out of the sky towards the water.  "Kit!  KIT!!!" he screamed, the same sick feeling growing in the pit of his stomach that he'd had days before.  He ran down to the end of the dock, Rebecca following a few steps behind.

High above, Kit allowed himself to tumble a few more times, head over heels, to maximize the drama.  With a grin of excitement, he snatched his airfoil from out of his sweater and extended it, stepping onto it's surface.  He surfed in low, then skated along the surface of the water for several dozen yards.  Finally, with a grunt of exertion, he leaped into the air, his forward momentum carrying him head over heels, above the Higher for Hire sign, before he finally landed, catching his airfoil neatly, in front of Wildcat.  He extended his arms in a graceful bow.

"Wha-ha-wow!" Wildcat giggled, clearly impressed.

"Pretty slick, huh?" Kit grinned.  Yes!  It had been perfect!  Baloo and Becky would be so proud of him.....

Baloo stormed towards the boy, nearly speechless with anger.  "You....you......What were ya _doin'_?"

"Dan and I call it the 'Cloudkicker Dive to Doom!'", the cub said proudly.  "Wait'll we try it in front of a real audience!  Dan sez they'll pay big bucks to see me do....to see me do..."  Something was wrong - Baloo and Rebecca were glaring down at him, anger painted on their faces.  A rush of guilt invaded the boy's excitement.  "Gee - I didn't _scare_ ya, did I?" he said sheepishly, reflexively holding his airfoil in front of himself as a shield.  When adults gave him looks like that on the Iron Vulture, they were usually accompanied by slaps to the face or cuffs on the head.

Baloo seethed with rage.  "Kit - _scare_ don't cover half of it!" he snarled, grabbing the airfoil out of the boy's hand and storming off towards the building.

Kit's guilt was replaced by anger.  "Baloo!  That's mine!  C'mon, give it back!  Balooo!" he shouted, following the pilot inside.  Rebecca and Wildcat stared at each other.  For once, the mechanic seemed to understand exactly what was going on.  With a sad shake of their heads, the two turned to watch Baloo and Kit disappear inside Higher for Hire.
 

Wildcat slumped over the starboard engine, nearly finished with his tune up.  He worked by lamplight, the sun already long since departed, no moon or stars visible in the cloudy sky.  As always in grey weather, the night quiet was pierced by the sound of the foghorn from the lighthouse, a half-mile out in the harbor.  This night, however, also saw the peace disturbed by the sounds of Baloo and Kit arguing from their bedroom in the crow's nest atop Higher for Hire.  It was a sound the mechanic disliked intensely.  To his way of thinking, there was no good reason why people couldn't just get along - especially people like Baloo and Kit.  It was amazing how silly folks could be - they just didn't understand things the way he did.  He looked up with a sad shake of the head, and returned to his work on the engine.

In the bedroom, Kit and Baloo were in full battle formation.  Kit's patience was beginning to wear thin.  "Look, I wasn't in any danger!" he shouted at Baloo.  "I knew what I was doin'!"

Baloo lay in bed, looking so relaxed, hands behind his head, that it infuriated the boy even more.  "An' I'm tellin' ya - there's no point in takin' chances that shouldn't be took!" the big bear grumbled.

Kit hurled his poster at Baloo angrily.  "How's five hundred a week?  How's _that_ for a point?" he bellowed.

Baloo looked at the poster bemusedly.  "Aw Kid!  Wake up - you'll never see a dime!  That phony is all baloney!"

"He is NOT!" Kit screamed.  How could the big bear be so smug - what kind of success had _he_ made of _his_ life?  "Dan was right - you're just one of those great big...little people, holdin' me down!"

Kit's words finally slipped past Baloo's shield of supreriority.  He sat up angrily.  Enough was enough!  "Now look - he's fillin' yer head full o' guava!  He's a - he's a....Aw!" With a frustrated grunt he crumpled the poster and threw it at Kit's feet.  "You just stay away from that guy!" he commanded.

"No!"  Kit screamed.  He took of his baseball cap and hurled it at Baloo's face.  "You can't tell me what to do!  YOU'RE NOT MY DAD!" he yelled, and jumped, face down, onto his bed.

Baloo recoiled from the words as if struck by a punch to the face.  His confidence disappeared - he'd pushed the boy too far...."Now Kid....." he stuttered hesitatingly.  "Don't - I...I was just....Kit?" he said, grasping the cub's hat in his hands tightly.  He moved as if to go to the boy, but stopped, unsure of himself.  The pilot slunk his head and switched off the light.  "G'night....L'il Britches."

Kit felt emotion welling up inside of him.  He regretted what he'd said almost instantly, but, somehow, he didn't care.  He turned his head away, unwilling to let Baloo see him like this.  He squeezed his eyes shut, and tears rolled down both cheeks and onto his pillow.
 

Baloo was roused from a fitful slumber by the alarm clock at five A.M.  Big delivery bright and early today...His mouth felt dry.  He reached over and shut off the alarm, then sat up.  He looked over - Kit's bed was empty.  Mind a blank, he stared around the room.  The dresser drawers were open, Kit's model was gone....

Rebecca was checking off the crates for their delivery as Wildcat loaded them when she turned, with a start, as Baloo came tearing out of the building, Kit's hat in his hand.  "Help!  Police!  Kidnappers!" he shouted frantically.  "Becky, Becky - call the cops!  Hang on Kid, I'm comin' for ya!" he yelled, untying the Sea Duck from it's moorings.

Rebecca again felt a surge of pity for the big grey bear, so far out of his depth.  "Baloo - " she began gently.  "He wasn't kidnapped....He left.  I think you _know_ where he's gone...."

"I...do?  Oh...noo!" Baloo groaned, as though willing himself not to believe what he knew was true.  Without another word he jumped into the Sea Duck and started the engines.
 

Baloo landed the Sea Duck outside the Aerodrome just as the first performance of the day was beginning.  The pilot ran frantically through the concession stands at the outskirts of the arena, searching for his navigator.  "Kit?  Kit!" he shouted desperately.

The crowd roared as the Public Address Announcer began his spiel.  "And now, the star of our show....Daring Dan Dawson!  And let's hear it for his newest partner, Kit Cloudkicker!"  Daring Dan's white biplane taxied along the ground in preparation for takeoff just as Baloo made it into the main arena.

"Partner?" Baloo panted, hearing the announcement.  He dashed in the direction of the rat's plane.

Kit stepped out onto the fuselage of Dan's plane, grabbing the rope suspended above the wing.  The cub looked resplendent in his powder blue jumpsuit, cap and goggles, but a look of sadness haunted his face.  "Hear that Ace?  They love ya!" Dan grinned, as the crowd roared.

Kit tried to smile, but it just wouldn't happen.  This was everything he'd dreamed of - he could finally show the world how talented and special he was, but it just felt...._wrong_, somehow.  "I just wish Baloo could see me." he said, almost involuntarily.

Baloo ran after the biplane desperately, attaining speeds that belied his girth.  "Kit!  No!  Wait!" he shouted, but the cub couldn't hear him over the engine noise.

Dan glanced over his shoulder to check on the cub, and with a start saw Baloo racing along behind them.  He sped up the plane.  "Uh, right, here we go Ace, can't keep yer fans waiting!" he shouted, pulling the stick back and leaving the ground.  With a push of a button he released streamers of red and blue smoke, which coalesced around Baloo in a choking cloud.  The big grey bear lost sight of his target and bent over, coughing.

Dan flew a loop and zoomed high into the air, the cub grasping onto the rope.  The white biplane flew a wide arc and returned straight over the arena.  Kit released his hold on the rope, and grabbed onto the tail of the aircraft just before he would have been blown clear.  Baloo watched from far below, mouth agape.

Dan glanced back and saw Kit desperately grabbing onto the tail of the airplane.  With a steely grin he depressed a button and a tow rope unfurled behind the plane.  After a few seconds, Kit released the tail and grabbed onto the tow rope with his fingertips.  This too proved a temporary respite, as the rope stretched and broke after a few more seconds, sending the small cub hurtling head over heels in the biplanes wake.

"Oh, Kid -Nooo!" Baloo moaned, not wanting to watch but unable to tear his gaze away.  The audience in the arena gasped in horror at the sight unfolding before them.

Kit plummeted for a few seconds, then quickly pulled out his airfoil and stepped atop it.  The metal board sliced through the clouds with a whoosh, trails of vapor extending behind it.  The boy banked the airfoil and , grinning, neatly swooped down a long slide of balloons as though he were preparing for a ski jump.  "Don't worry folks, it's all part of the show!" the announcer said gratingly.

While the crowds attention had been focused on Kit, Dan had banked his plane and then, as the boy neared the end of the massive balloon slide, flew by with the true tow rope extended from his plane.  Kit grabbed the rope and was carried back into the sky with a graceful wave, as Baloo looked on in disbelief.

"Let's hear it for that high-flying Ace of the skies, Kit Cloudkicker!" the announcer boomed, as Kit soared over the crowd, which had erupted into a deafening roar.  The boy smiled in spite of himself at the sound, and, looping his foot onto the rope, pulled out a sparkler in each hand and snapped them to life with a flick of the wrist, sparks and smoke trailing behind him.

Baloo watched the scene unfold him in disbelief.  A wave of immense relief washed over him as he saw that the little cub was safe and unhurt, followed by stark and bitter realization.  He looked down at the baseball cap, still in his hand, and sunk his gaze downward to the dusty ground.  "Who am I kiddin', they love him!" he whispered.  "Maybe Becky was right - maybe the kid was cut out fer something special.  Somethin' better than haulin' cargo with a fat, stupid ol' bear like me!"  He took one last look up at the sky, and the slowly receding form of Kit Cloudkicker, holding the sparklers out and waving to the cheering crowd.  "So long Kid - I knew ya when!" he said sadly, and, with a forlorn wave of the cap, slunk, downcast, towards the waiting Sea Duck.
 
 

Kit sat on his hard cot in the trailer, crickets chirping in the night sky outside the window in this strange place.  He couldn't even remember what town they were in - every audience had looked pretty much the same to him.  With a sigh, he slowly peeled off his blue jumpsuit.
Dan crashed through the door and flashed a grin at the boy.  "Great show today, Ace!  The crowds love ya!" the rat gushed, roughly rubbing the top of the boy's head.

With a scowl, the boy removed his goggles. "Thanks, Dan.  Uh - you were great too." he said quietly.

"Naturally!" the rat said, slipping off his cape and hanging it in the closet.  Kit's sleeping quarters were actually the wardrobe trailer.

"Uh, Dan, I was thinkin' of goin' into town and gettin' some postcards and stuff tomorrow - when's payday?" the boy asked hopefully.

"Real soon, Partner, real soon!" the rat grinned.  "Boy, didya hear that crowd roar when you hit those balloons?  Yer a natural, Ace, best I ever saw.  A-mazing!"

"Thanks!" Kit smiled.  He screwed up his nerve to ask something he'd been meaning to for days. "Dan?  Um...d'you think maybe you could teach me how to fly?  You've got all these planes, and we always have some time free after the shows....I've taxied already, and I know everything in the standard flight manual-"

"Leave the flyin' to the experts, Ace." Dan said without turning from the mirror, where he was busily grooming himself.  "I ain't payin' ya to fly, I'm payin' ya to fall - er, - surf."

"But Dan-"

"Hey, Kid - you better get some sleep, huh?  Three shows tomorrow!" the rat grinned.  "I have to go meet some of the - local dignitaries."  Dan grabbed a bouquet of flowers from off the dressing table and headed out the door.  "Great show today Ace, yer one in a million!  I mean that...."

Kit looked down at the floor.  With a sigh, he stepped out of the jumpsuit and reached, reflexively, for his baseball cap, before realizing that it wasn't there.  He shook his head, almost angrily, and slipped his sweater off.  He lay back in the cot, wincing as he made contact with it's unyielding surface.

He pulled the thin blanket tightly under his chin and rolled towards the wall.  It was funny, how things didn't turn out the way you thought the would......  He thought briefly about what it would be like, to turn around and go back....But he knew, instantly, that he never could.  He had made his choice, he would just have to live with it.

With a start, he realized that his cheeks were wet - he was crying!  Homesick?!  Had he really become so soft, so weak?  How things changed.  He closed his eyes tightly, and with a great effort of will stopped the flow of tears.  He shivered from the cold and wrapped himself into a ball, waiting for sleep to come.
 
 

Baloo sat on his bed, staring quietly at the floor.  He thought for a moment about going downstairs and scaring up something for dinner, but he wasn't hungry, and it just didn't seem worth the effort.  There was a soft knock on the door.  "Come in." the pilot sighed.

Rebecca slowly opened the door and walked into the room.  "Are you - all right, Baloo?" she asked gently.

"Peachy." the grey bear responded without looking up at her.

She coughed awkwardly.  "It's just - well...We have quite a few deliveries stacked up, and the customers are starting to complain.  I really need you to get back in the air tomorrow-"

"Sure Becky, tomorrow." he said sadly.  He couldn't bear the thought of getting into that plane, and looking over to see - to see that empty chair.

Rebecca sat at his side on the bed.  "Do you - want to talk for a while?" she asked with a forced smile.

"Naw Beckers, I'm fine- go on home." he said sharply, wanting more than anything else to be alone right at the moment.  "Go home." he repeated.

She looked at him, than cast a quick glance at the empty bed next to them.  She patted the pilot's hand and stood.  "All right, Baloo.  I'll see you tomorrow then.  We still have a business to run."  She stood and started out, pausing in the doorway.  She started to speak, the stopped.  "See you tomorrow." she said finally, and was gone.

Baloo stood and walked over to the dresser, where Kit's red and blue baseball cap sat forlornly.  He picked it up and stared at it for a moment, then stuffed it into his pocket.  He sat on Kit's bed and tried to remember the last time he hadn't felt like flying.  It was when the Sea Duck was destroyed - or at least he'd thought it was.  Now the Sea Duck was in perfect shape, waiting for him a mere few yards away, and he had no desire to fly her.  How things changed.

"Don't be selfish." he muttered.  "Doesn't everybody deserve a chance to be a success?  Besides...if you hadn't acted like such a jerk, maybe...maybe...." Baloo closed his eyes and balled his fists.  Life had seemed so simple once, a few short weeks ago.  The sky and that plane were all he'd needed then.  He'd feel that way soon, he was sure of it.....He just needed a little time.....
 
 

Kit sat at the small table in the wardrobe trailer, chin in hands, his mind miles away.  Daring Dan was over at his dresser, which had a small oil lamp, a pitcher of water and several stacks of money atop it.  "What'd I tell ya partner?" Dan said.  "When Dan says big bucks, he means big bucks!"  The rat cast a furtive glance at the cub, who at the mention of money had turned his attention towards the pilot.  "Oops - forgot your share." he said, tossing a dollar at the boy.

Kit stared at the bill indignantly.  "Is this all I get?!  You said-"

"Hey, hey!" Dan interrupted sharply.  "You get yer dressing room to pay for, your new uniform.  It all adds up, Ace!"  He looked at the seething boy slyly.  "Of course, you could pay it off faster, if you gave the rubes something they'd _really_ pay for, like....oh, I dunno...ah......a new stunt?"

"New stunt?" Kit replied angrily.

"New stunt?  Great idea, Ace!" Dan grinned.  He pulled out a poster and unfurled it.  "I call it...'Daring Dan's Flaming Tunnel of Fear'!  Whaddaya think Ace, is this gonna wow the rubes or what?"

Kit gulped nervously, looking at the poster, which showed him cloudsufing through a series of flaming hoops.  "Surf through all that fire?" he said dubiously.  "I don't mind takin' chances,  but-"

"Well." Dan said haughtily, rolling up the poster and tossing it over onto the dresser.  "Guess I had _you_figured wrong, Ace.  Didn't think you were.....chicken!"

"Chicken?!" Kit roared.  NO one called _him_ chicken!  He knew what _real_ danger was!  "I'm Kit Cloudkicker, remember?  Look, anything goes wrong and I'm toast!" he seethed, starting to peel off his jumpsuit.

"Hoho - nothing's gonna go wrong!" Dan said, putting an arm around the boy's shoulder soothingly.  "Old Dan's gonna have everything under control!"  The rat cast a glance over to the dresser, where the poster was beginning to smoke, about to be ignited by the oil lamp.  "You want the big bucks, dontcha?  Ya gotta take a little chance every now and then.  The more danger, the more the dummies pay!"  He slipped over to the dresser and surreptitiously dipped the smoking poster in the pitcher of water, where it hissed quietly.

"OK Dan." Kit sighed resignedly.  "It's just that-"

"Attaboy!" the rat said, roughly patting Kit on the head.  "Knew I could count on ya!" he cooed, storming out the trailer door in a flash.  "Partner......"

Kit looked at floor sadly, and trudged over to the his dressing table, the jumpsuit, still zipped up to the waist, dragging behind him.  He sat down with a sigh, and rested his chin in his hands, staring at a picture of Baloo and himself fishing, which he had taped to the mirror.  He stared at the grainy photo, looking very lost and alone.  "I wonder what you're up to tonight, Baloo.  Havin' fun I bet......"
 
 

Higher for Higher was anything but the picture of a healthy business.  A veritable mountain of crates was stacked on the dock, still waiting to be shipped.  Rebecca held a clipboard, shaking her head, as Wildcat added still more boxes to the pile.  Next to the mound of boxes, Baloo sat, chin in one hand, fishing pole in the other.

Rebecca threw her hands in the air.  "Nothing shipped in a week!" she exclaimed.  "We can't go on like this...I'm going to have to do - something...."

A burly mustachioed policeman walked up to her.  "Lookin' for a pilot named Baloo." he said gruffly.  Wordlessly, a surprised Rebecca pointed to the pilot at the end of the dock.  The cop looked over at Baloo, and approached him.  "Yer name Baloo?" he barked.

Baloo sighed and tossed the fishing pole into the harbor.  "OK, I surrender, lock me up." he said, holding his hands out.  "I got nuthin' ta live for anyways....."

"Heh?" the policeman asked, puzzled.

"Yer - yer not here about the parkin' tickets?"

"Nnnnope." he barked.  He pulled a photograph of Daring Dan from his pocket.  "Gatherin' information on this guy - know 'im?  Dan Dawson...alias Daring Dan...alias Dan Debronchi...alias-"

"Whatcha want him for?" Baloo said angrily, eyes screwing up in disgust.  "Besides shootin' off his mouth?"

"We've heard people have been hurt doin' those crazy stunts of his!  No proof yet, so we're asking anybody who's seen-"

"People hurt?  Where is he?" Baloo snapped, fear welling inside him.

"We'll be watching him tomorra in New Fedora -gonna catch him in the act, see?  Now if ya- hey!" the policeman snapped, hand out, as Baloo darted off down the dock.

"Baloo - no!" Rebecca shouted, seeing Baloo heading for the Sea Duck.

The bear was not going to be deterred - at last, action was called for, and that was his specialty.  He felt sure of himself for the first time in days.  He roughly shoved boxes out of the way and jumped into the yellow seaplanes cockpit.  "When I get through with that guy, he'll be able ta count all his teeth on one finger!" he snarled, starting the engines.  With a roar the Sea Duck taxied into open water and into the air.

Baloo cursed himself silently.  How could he have been so stupid?  So....stubborn?  What kind of - protector - was he, allowing his.... navigator to go off with a guy he _knew_, in his guts, was dangerous?  If anything happened to that boy he'd never forgive himself....
 
 

The New Fedora airfield was, by any standard, a dramatic setting - it was set in the mountains, sheep drop-offs on one side, tall peaks looming over the other.  The sense of drama was heightened on this day by the dark clouds which ominously lingered overhead, and the low rumbles of thunder which rolled across the mountains.

On the ground, a large rat was engaged in a shouting match with a diminutive brown bearcub.  "Whaddaya mean, wait till later?  The show's on _now_!  The rubes have paid their money - Sonny!" the rat shouted.

"But Dan!" the cub pleaded, the pilot towering over him.  "There's a _storm_ coming!  There's no point in takin' chances that....that shouldn't be took!"

Dan sneered down at the boy.  "Do the stunt or you're _fired_ flyboy!  How's _that_ for a point?"

"What?!" Kit exclaimed, the full extent of his folly becoming apparent to him.

The rat turned and started walking towards his plane.  "C'mon Partner!" he said cheerfully.  "Can't keep your fans waiting!  Time to hit the clouds!"

Kit pulled the dollar out of his pocket and hurled it at the rat.  "Hit your own clouds - partner!" he sneered, feeling sure of himself for the first time in days.  "You can't fire me - I QUIT!"  He turned on his heels and stormed away.

With a grimace, Dan rushed over and walked next to the boy as the thunder rumbled more loudly.  "Oooh, silly me - forget what I said!  Bad Dan!  Bad Dan!" he groveled, slapping himself in the face.  "Guys!  cancel the stunt!  See?  No stunt - finito!  My fault!  You were right!  You wanna leave?  It's OK....anything.  Just please don't be mad at me...OK?" he pleaded.

"Well...Uh...." Kit hesitated.

The rat draped an arm around the boy's shoulder.  "Ah, Ace, yer the greatest!  You're not sore, I'm not sore!  I know how it is!" he said soothingly.  "Listen.....Since the show's over, I got some time on my hands.....Howzabout I give you a ride home?  One last flight, for old time's sake?" he pleaded.

"Oh...OK." Kit grumbled.  It would be mean of him not to let the man fly him home, after all....

"That's maboy!" Dan beamed, rubbing Kit's head.  He was really beginning to _hate_ that!  With a scowl, Kit turned and walked over to Dan's plane.  The rat watched his back, an evil grin on his lips.
 

Far above, the storm was raging, and the Sea Duck was caught in the worst of it.  Wind, rain and lightning filled the sky around the yellow seaplane, as Baloo wrestled with a map, desperately trying to locate the New Fedora airfield.

"Aarrgghh!" the exasperated pilot snarled, trying to get the map off of his face.  "Where's my navigator when he needs me?"  If anything happened to that boy, he'd never forgive himself.....
 

Kit could hardly believe it was all almost over.  He still wasn't sure just what he'd say to Baloo - all he could think about was the tone in the pilot's voice, that last night, after Kit had said...what he'd said.  He'd hurt the big bear very badly - he always seemed to hurt people, no matter how hard he tried to avoid it....

He reached up and took off his hood and goggles.  "Guess I oughtta give this stuff back to ya." he said sheepishly to Dan, flying the plane from behind him.

"Naw!" the rat sneered at Kit's back.  "Keep 'em - call it a souvenier...of your _next_ stunt!"

Kit turned, startled.  "Huh?" he said, confused.  "You - you said you were takin' me home!"

Dan glowered at the boy and picked up his microphone.   "Light 'em!" he barked, and far below, the row of hoops arrayed on the airfield burst into flame.  The rat pulled a large knife out and stood, towering over Kit.

Kit stared at the suddenly evil-looking figure looming over him, thinking that, somehow, whatever happened to him, he probably deserved it.  "Dan?" he squealed, fear creeping into his voice.  "What're you gonna do?"

"_I'm_ not gonna do anything, Ace!" the rat said softly, neatly severing the bearcub's safety harness.  "You are!  Fly or fall - it's all the same to the crowd!"  The rat sat back in the cockpit and flipped the plane, sending the boy and his airfoil hurtling towards the ground.

Kit screamed in terror as he plunged, desperately reaching for his airfoil.  "Don't worry folks, it's all part of the show!  Presenting....Daring Dan's Flaming Tunnel of Fear!" the Announcer said cheerfully as the tiny figure plummeted downwards.  With a final, desperate grunt of exertion, Kit managed to grab his airfoil and climb atop it, but looked down to find that he was headed directly towards the flaming rings below.

He heard familiar drone, and out of the corner of his eye saw a flash of yellow.  To his amazement, the Sea Duck came bursting through the clouds.  Was he seeing things?  The yellow seaplane soared towards him, and he could see the tow rope flapping in the wind behind it.  Baloo flew in close, and the boy grabbed the rope and was pulled clear just before he reached the fiery gauntlet beneath him.  Hardly believing what was happening, Kit felt himself being pulled into the cargo hold.

Daring Dan has seen all this as well, and shook his fist angrily at the ruination of his main attraction.  The rubes wouldn't like this - there'd be Hell to pay.

Once Baloo was certain Kit was clear, he turned his attention to other matters.  His mission was accomplished, now it was time to have a little fun.....He banked his plane and pulled in behind the rat's much slower craft.  "Don't worry Dan , it's aaallll part of the show!" he grinned evilly.  With a great shearing of metal, he neatly shaved away the rear half of the biplane with the starboard propeller.  The white aircraft hurtled towards the ground.

Kit slowly walked through the hold towards the cockpit, dreading and yet wanting more than anything to be in there with the big grey bear.  With a deep breath, he opened the door and stepped through, tears beginning to roll down his cheeks.  "Oh, Baloo-" he started, reaching for the pilot.

"Awww...." the pilot said, hugging him.  "You wanna miss the best part o' the show?" he smiled, and he and Kit looked out the window.

Dan jumped clear of his doomed plane, and with a flash of white his parachute opened.  As Baloo and Kit looked on, he drifted slowly downwards - and towards the 'Flaming Tunnel of Fear'.  Desperately, he tried to steer himself clear by the considerable force of his own breath, and managed to avoid coming down over the flames.

With a start, the rat smelled smoke, and realized that his chute had caught fire.  He tried in vain to blow the flames out, but within seconds the fabric had burned away.  He plummeted to earth, screaming, only to land safely in the hulking arms of the policeman who had visited Baloo the day before.

The mustcahioed cop dropped the rat roughly to the dirt.  "Dan Debronchi, alias - etc, etc....You're under arrest!"  The rat turned and fled, but Baloo had anticipated that - he landed the Sea Duck and intercepted the pilot, slamming into him with the nose of the seaplane and sending the bruised rat hurtling to the ground at the policeman's feet.

In the cockpit, Kit angrily stripped off his jumpsuit and leaned out the window.  "Here's lookin' at you - ACE!" he snarled, voice filled with hate - a hatred born of anger for what he had nearly lost - and hurled the blue costume at the stunned rat.  The Sea Duck took off, leaving Daring Dan and New Fedora behind.

There was silence in the cockpit for a moment as the yellow seaplane gained altitude.  Kit looked away from Baloo, overcome with feelings of relief, love, and shame for what he had done to the bear he'd come to feel closer to than he'd ever felt to anyone.  The bear he'd almost pushed out of his life forever.

The cub struggled for a few seconds, trying to think of something to say.  The fury he'd released at Dan seemed to break a dam of emotion, and finally Kit could resist no longer - he did what he wanted to, more than anything - he jumped onto the armrest of Baloo's chair and threw his arms around the pilot's neck, nuzzling the big grey bear, tears streaming freely down his face.

"Sssshhh!" Baloo said gently, wrapping his arms around the crying boy, silently comforting him, holding back the tears he longed to shed, sensing the cub's need for his strength..  They embraced, cheek to cheek, for a moment, and then Baloo tenderly dried the tears off the boy's face and smiled reassuringly.  This was a time for forgiveness, the big bear felt, more strongly than anything - the future was all that mattered.  The pilot reached into his pocket and pulled out the red and blue baseball cap.  Softly, he placed the hat on Kit's head and spun the bill around to the back.

Kit smiled weakly, and slumped down in his chair.  He was so ashamed, so sorry for hurting his friend - and yet the big grey bear seemed ready and willing to forgive.  Kit wasn't used to that, from an adult, or from anyone.  It would take some getting used to.  "Thanks...thanks for savin' me Papa Bear." he whispered, looking at his feet.  "I'm - I'm sorry I left....If you'll have me back-"

Baloo had pulled out his map and it had blown back over his face.  "Pilot to passenger." he said gently.  "You wouldn't know where I could find me a good - navigator, wouldya?"

Kit grinned, finally allowing himself to feel the joy and relief that were bursting to get out.  He grabbed the map, folded it neatly and checked his compass.  "Navigator to pilot." he beamed at Baloo, "Cape Suzette, straight ahead!"

Bear and cub grinned at each other.  This was a time for forgiveness - people who loved each other had the unique ability to hurt each other sometimes, a fact they were now keenly aware of.  It was a new experience for both of them.  It ain't gonna be easy, Baloo thought to himself, smiling at the small figure next to him - this puzzling little person who looked so innocent, yet carried so much pain inside of him.  This little person who had the power to twist Baloo's emotions into a knot.  It ain't gonna be easy - but it'll be worth it.

Kit smiled back at Baloo.  If the big bear could forgive him, maybe he could forgive himself, too. Kit couldn't imagine himself anywhere else now, except right next to Baloo - this huge, amiable bear who somehow could see through him to all the places he'd never allowed anyone to go before, not even himself.  It wasn't going to be easy, having to let someone inside his soul, like that - but as he looked over at Baloo's smiling face he knew that it would be worth it.

"Pilot to navigator!" Baloo grinned, a tear forming in his own eye.  "Welcome home - Partner!"  The Sea Duck flew homeward, leaving the dark clouds behind, and flew into a brilliant sunset, the sky emblazoned with blazing yellow and orange light.  They were going home.