Pitch, Roll, and Yaw, Inc.
High Flight Story #3
Written by Constance "Eilonwy" Cochran  eilonwy@earthlink.net
and the High Flight Crew

Tale Spin is the property of Buena Vista/Disney and is borrowed for non-profit purposes only. All new characters belong to the staff of the fan fiction series "High Flight" and may not be used without permission. Please request permission before re-posting this story.

Seated in the back seat of a checker cab, her heart pounding, Rebecca Cunningham turned around and looked nervously out the rear window. Her fingers tightened around her purse.

The cab came to a halt outside Higher For Hire. Rebecca shoved a handful of bills into the cab driver's outstretched paw, then, with furtive looks right and left, she scrambled out of the car and made a mad dash for the side door of the wooden building above the dock.

A handful of seagulls perched peacefully on the wooden posts and surface of the dock. They looked hopeful, as if someone might come along and toss them some bread. On the shining blue waters of Cape Suzette bay, a buoy clanged, the sound like a peaceful heartbeat behind the background noise of the harbor. It was a warm, balmy afternoon. Behind the pastel colored towers of Cape Suzette, the hills were a vibrant green. A tugboat hooted distantly as a lone fisherman in a motorboat sped by, churning up twin wakes of foam.

Inside the Higher For Hire office, Kit, Wildcat, and Molly were listening to the news on the radio while they waited for Danger Woman to begin.

~ "And in Walla-Walla-Bing-Bang, tensions have been increasing as the Hounland government has rescinded the free passage rights of the previous treaty, thus putting a bite on Walla-Walla's economy..."~

Rebecca yanked open the door, dove inside, and slammed it behind her, the bang cutting the quiet.

"Thank--goodness!" Rebecca gasped, leaning back against the door, her hair disheveled.

An alarmed Kit, who had been seated on the steps leading upstairs, a toy model of The Sea Duck in his hands, sprung to his feet. "Ms. Cunningham!"

~ "...the Hounland government has issued no statement as of yet regarding the incident in which a civilian border settlement was purportedly attacked...."~

"Mommy!" Molly Cunningham, who had been crouched in the corner with Wildcat and poring over various pieces of greasy engine parts, ran towards her mother, then halted, sensing something amiss.

"Ms. Cunningham! What happened?" Wildcat asked as he stood up, letting several parts slide off his lap and clatter to the once clean floor.

"It was...terrifying. Stampede. Clawing. Screaming. Couldn't...get out of the way...like a jungle...oh, the horror." Rebecca buried her face in her hands and shuddered once.

"M-Ms. Cunningham?" Kit stepped closer and rested one hand on Molly's shoulder. Molly stared wide-eyed at her mother.

"I barely escaped alive."

"You shouldn't go into the jungle alone," Wildcat said innocently, wagging a finger at her.

"I was lucky to get out of there!"

"Where, Ms. Cunningham?" Kit asked.

"The toy store." Rebecca took a deep breath, smoothed down her hair, and headed for the desk, trying to compose herself. "I wanted to get Molly a Pumpkin Patch Doll. But they were gone before the clerk could unpack them from the boxes!"

~ "...and that's all for the news. Now for a word from our sponsor. Drink _Bang_, the tangy, delicious, lemon flavored drink, now fortified with 10 vitamins and minerals..."~

"Pumpkin Patch Dolls? Those are really popular, aren't they?" Relieved, Kit settled back onto his perch on the wooden steps.

"The toy of the moment," Rebecca conceded. She noticed Molly at her side, reached down, and patted her on the head. "Sorry, honey. I know you wanted one."

The small golden-furred bear shrugged her shoulders. "That's okay, Mommy...uh, Mom. I know you tried."

The crisis having passed, Kit flicked one of his model's miniature propeller with a finger, his eyes flickering to the open window. He seemed to be watching for something.

~ "...and now, it's your favorite time.... It's time for...Danger Woman! Defender of the oppressed! Striking fear in the hearts of evildoers everywhere..."~

Rebecca settled into her desk chair, and her eyes fell on the greasy assortment in the corner. "Wildcat..."

Kit's eyes widened; he'd seen what he had been waiting for. "Uh, Ms. Cunningham," he said hastily, "there's something I need to tell you ab--"

But it was too late to warn her.

"YOU'RE GOING TO *WHAT*?!"

The female yell burst from the wooden dwelling on the shoreline behind the dock and reverberated over the water.

The once contented sea gulls started, toddled hurriedly on their webbed feet to the edge of the dock, and took to the air, crying in alarm before dispersing over the blue water in a flurry of flapping white wings.

"That's right, Becky," Baloo said evenly, standing before his boss' desk. "Fifty thousand dollars, isn't that what you said?" Dressed in a red and white polka-dot bow tie in addition to his habitual yellow flight shirt, his hair neatly parted in the middle and slicked down, Baloo reached into the open briefcase on Rebecca's desk and pulled out a sheaf of bills. He flipped the money with his thumb, making a ruffling sound.

Rebecca Cunningham stared at the money as if she thought she might be having a hallucination. "Where...where did you get that, Baloo?"

In addition to the tie, Baloo had also parted his hair neatly in the middle and slicked it down. "Oh, remember that wild goose chase to Q'ilu? It paid off. I earned it from that treasure huntin' gig I did for Khan. I'm throwin' in an extra thousand for your cut. Although that mission was on my own time, it was in _your_ plane. The operative word being WAS."

"Wow!" Wildcat stared at the money. "That must have been some goose!"

"Would you like me to count it out for you, Re-bec-ka," Baloo said, enunciating each syllable with exaggerated care as he fanned himself with the cash. "Oh, and here's some extra. Your share of the treasure, as promised."

"N-no, that's not necessary," Ms. Cunningham said weakly, as Baloo pressed the stack of bills into her hand. "I trust you."

"Good!" Baloo said.

Molly, her eyes widening, peered over the edge of the desk from where she stood next to her mother. "Are you rich, Baloo?" she asked.

"You bet your sweet pigtails, kiddo" he said, grinning. "Now, _Ms._ Cunningham, if you'll just hand over the pink slip to The Sea Duck, Kit and I will be on our way. I have some paperwork to take care of."

In spite of herself, Rebecca snorted. "Paperwork? _You_?"

"Why, yes, didn't I mention that? I've decided to re-open Baloo's Air Service."

Rebecca's jaw dropped. "C'mon, Kit, the skies are callin' and the ice cream is meltin' at Louie's." Baloo sauntered towards the door, jauntily swinging his briefcase. Kit slowly got to his feet.

"Wait a minute," Rebecca said, running around the desk and catching up with Baloo. "You don't know the first thing about running a business."

"Whaddya mean?" The large gray bear turned and glared at her in indignation. "I usedta own this place, you know."

"Exactly. And you promptly lost it when the bank foreclosed and _I_ bought it."

Molly Cunningham slowly moved out from behind the desk as Baloo and Rebecca glared at each other across it. She joined Kit, one hair ribbon askew, a smudge of oil on her denim overalls, which she had taken to wearing whenever Wildcat was instructing her on engine parts.

Baloo gestured significantly at the roll of money on the desk. "The owner's slip to The Sea Duck, IF you please?"

A tight-lipped Rebecca went over to the filing cabinet and riffled through the top drawer. She pulled out a pink slip of paper and handed it to Baloo.

"Thanks, Beckers," Baloo smiled and tucked the paper into the breast pocket of his shirt.

"Are you sure you don't want to reconsider?" Ms. Cunningham said, in the voice she reserved for her most cantankerous customers. "Owning a business is a big responsibility. Higher For Hire has a...reputation. Baloo's Air Service has...well..."

"The best pilot in the skies," Baloo said proudly. "AND Wildcat," he added, reaching out to yank the lion mechanic to his side.

"It does?" Wildcat said, a touch bewildered. "But I..."

"Wildcat stays with Higher For Hire," Rebecca said firmly, grabbing Wildcat's arm and pulling him back towards her. The mechanic let out a startled yelp.

Molly's eyes fixed in turn on Baloo, the slip of paper, and the briefcase, then slid over to Kit, who looked away. The girl bear-cub's yellow-golden face registered indignant comprehension. "You're *leaving*?"

"Pigtails..." Baloo reached down and gathered her up with one arm. "Don't look at me like that." Held against Baloo's side in the curve of his arm, Molly pulled back her head and glared at him. "We'll be nearby. Just gonna rent us a little dock space on the other side of the bay." Baloo set down the briefcase and tried to brush back Molly's forelock of hair, but she squirmed out of his grasp and leapt to the floor.

"But you won't be HERE." Molly's lower lip jutted out stubbornly as she stomped her foot.

"But we'll come visit, a lot," Kit promised.

"That's what you said the _last_ time Baloo got rich," Molly retorted, staring disdainfully at the wall. Then she turned and looked up at Kit, her eyes darkening. "And you promised me you wouldn't run away again."

"Molly, I'm _not_ running away. I'll be with Baloo, right here, in Cape Suzette."

"Molly, honey, it's --" Baloo began.

Taking in a hitching breath, Molly backed away from Kit and Baloo. "You're both leaving this time," she whispered. "You're _always_ leaving."

"Oh, boy," Kit breathed, as Molly's eyes welled up with tears.

"Er..." Baloo awkwardly adjusted his tie. "We'll stop by tomorrow, finalize everything. Wildcat, you coming?" Slowly, he began to inch to the door. Kit followed reluctantly.

"NO!" Rebecca said vehemently, hooking a finger into the collar of the mechanic's overalls. The lion shook his head and sighed, looking from Baloo to Rebecca.

Baloo and Kit had just pushed open the office door when the storm broke. Kit felt the floorboards vibrate as something hurtled against him.

"Dontgodon'tgodon'tgo!" Molly clung tightly around Kit's neck.

"Molly!" Kit objected, trying to free himself from her grasp. "I'm going to miss you too. Molly, stop it! Molly -- can't -- breathe --" he gasped.

Taking charge, Rebecca bent down and pried her daughter away from Kit, taking her into her arms. "You'd better go," she said, her voice oddly casual as she raised her head to look at where Kit and Baloo stood framed in the doorway against the blinding sunlight.

Molly sniffled hard and buried her face in her mother's sweater. Wildcat, his wrench dangling from one hand, raised his free paw and waved sadly. The door closed behind the pilot and the navigator.

"He won't last one week," Rebecca declared, into the silence.

"A little higher, now to the left, now lower it...right there!" Baloo yelled.

Kit, suspended from a pulley by a rope tied about his waist, lowered the sign over the door into place. The pulley was attached to a wooden spar that jutted from the faded, whitewashed building.

Holding the other end of the rope, Baloo stared up at the sign. Against a yellow background, garish orange letters proclaimed "BALOO'S AIR SERVICE."

Several yards away, The Sea Duck, moored to a small dock, gently rose and fell with the water. The faintly fishy smell in the air from the cannery several hundred yards down the waterfront mingled with the thick scent of wet paint.

Baloo carefully lowered Kit to the ground, then turned to face the bay, where the sunlight sparkled on the water. He inhaled a deep breath. "Smell that, Kit?"

Kit wrinkled his nose. "I think it's tuna fish," he said.

"No, that's the smell of _freedom_. No annoyin' bosses, no need for harebrained get-rich-quick schemes. I'm my own captain again."

"Right." Kit sighed.

An abrupt silence descended and lingered for a few moments.

"Um...whadda we do now?" Baloofinally asked.

"We need customers, Baloo!" Kit explained in exasperation. "And we'd better get some office supplies..."

"Office supplies? Kit," Baloo said, putting his arm across the cub's shoulders, "we're runnin' an air cargo service, not a secretarial pool. Up there," he said, gesturing to the blue sky, dotted with puffy white clouds. "_That's_ where the action is."

"And I won't fly through storms, that's just too dangerous. Um...I wouldn't have to fly anything smelly, would I? And about my bad back...no long flights. My back can't tolerate long flights."

Rebecca forced a smile to appear on her face as she got to her feet and extended a paw to the pilot across the desk. "Well, thank you for coming by, Mr. Nosedon. We'll be letting you know."

The short, long-snouted, sleepy-looking porcupine waddled out of the office, his hand pressed to the small of his back.

Rebecca put her forehead down on the papers strewn across the desk. "Next!" she yelled.

The next pilot wandered into the office, giving the porcupine a glance as they passed each other. The porcupine groaned as he exited, and the newcomer furrowed his brows sympathetically.

He was a cat of average height, with a pleasant, bland face with white whiskers, and light brown fur. He wore glasses, a bomber jacket, and a blue flight cap. "Um...is he okay?" the pilot asked in a quiet voice.

"Who knows," Rebecca said irritably. Then she seemed to remember herself, and glanced down at the stack of resumes. "Ah, Mr. Tanfur." She smiled wearily.

"C-call me Bertie...everyone does." The pilot pulled off his cap and nodded.

"Bertie...now, tell me, it says here you just moved to Cape Suzette. Why did you leave Soaddled?"

"Too much rain," Bertie said, twitching. "I wanted to be where it was warm and sunny, y'know? You'll...uh...see...uh...from my resume that I've had over ten years of cargo flying experience..."

"Yes, yes. That's excellent, Mr. Tanfur. Now tell me..." Rebecca rested her elbows on the desk and rested her chin on her hands in a charmingly ingratiating fashion. "Is there any sort of run you wouldn't feel comfortable with? You see, Higher For Hire handles a wide range of customers...the very best in many different fields of manufacturing. You wouldn't...oh, say, have a problem with...kangaroos?"

Bertie blinked. "K-kangaroos? No, no. No problem," he said calmly.

"Dish soap? Giant blocks of ice? Rocket-powered shoes? Ship parts? Sealing wax? Dehydrated cabbages? King snakes?"

The pleasant-faced pilot never even flinched. "No."

"Would be you be able to cope with dangerous flying conditions? Not that we ever purposely put our pilots in danger," Rebecca added hastily. "But the tropical weather can be unpredictable."

Bertie shrugged. "No, no p-problems there. Flew -- flew through many s-storms in Soaddled. It rained there _a lot_."

"Splendid!" Rebecca gushed. "I mean -- yes, I can see why you would want to come to Cape Suzette. Well, Mr. Tanfur -- uh, Bertie -- I can see that you're Higher For Hire material. Why don't I take you outside and introduce you to our mechanic, Wildcat, and we'll see about renting you a plane."

Rebecca took the somewhat overwhelmed Bertie Tanfur by the arm and swept him towards the door into the sunlight.

Baloo sat slumped against the unpainted wall of Baloo's Air Service HQ, his hat shoved down over his eyes. The afternoon had given way to dusk, and lights were blinking on in Cape Suzette.

At the end of the dock, Kit sat on the wing of The Sea Duck, one leg dangling down, looking across the bay. The lights reflected in shimmering trails across the dark-azure water. He fixed his eyes on one distant building in particular, then sighed.

"Baloo," he said loudly, turning away from the bay to the shore. "Baloo!"

The large gray bear jerked awake, snorted loudly, and sat up. "What? Where? Oh," Baloo said, straightening his hat as he looked at Kit. "It's gettin' a bit chilly out here, what say we go rustle up somethin' to eat?"

Kit hopped down from the airplane wing. "You know, Baloo, people aren't going to use Baloo's Air Service if they don't even know it's here."

Baloo yawned, exposing his teeth. "Right, right. So, we'll just go check the job boards."

Kit shook his head. "Uh-uh. Remember what happened last time? If you want to keep The Sea Duck, you're going to have to make more money than you did back then."

"You sound just like Rebecca," Baloo muttered in surprise, looking a bit hurt, as if Kit had somehow betrayed him. "C'mon, Little Britches," he said, putting his arm across Kit's shoulders.

With his free hand, Baloo made an expansive gesture at the glimmering, dark waters of the bay, the looming walls of the cliffs, the deepening shades of the purple sky beyond. Soft, dark wisps of clouds raced across the sky. A plane flew overhead, tail lights blinking steadily. "Look at that, Kit," Baloo said, almost reverently. "All that sky...and it's all ours. Just you an' me...like it usedta be. Remember?"

"Right, sure, Papa Bear," Kit said, trying his best to sound cheerful.

"Look," Baloo said placatingly. "If it'll make you feel better, tomorrow we'll go out and try to drum up some business. We can...advertise! Okay, Lil' Britches?"

"Advertise..." Kit said slowly. Then a grin broke across his snout. "Yeah! And I think I know just who to ask for help..."

"Good, good," Baloo said absently, staring out across the water.

"First thing in the morning," Kit said.

Rebecca locked the office door and stepped out into the balmy evening, Molly trailing behind her. Lights burned in Wildcat's hut on the docks and on the watchtower-like structure above the office. Rebecca paused for a moment, the wind pulling at her hair, to look up at the illumination. Higher For Hire was utterly quiet; Bertie Tanfur had no family, and when he had moved into the space once occupied by Baloo and Kit earlier that evening, he had appeared to have only two boxes. One had been full of books.

"Well," Rebecca said quietly to herself, "it will be nice to have a pilot around here with some _brains_ for a change."

Molly wandered towards the docks and stood at the top of the wooden steps, looking out across the bay at the cluster of lights on the opposite shore. The "HIGHER FOR HIRE" sign swung back and forth, the chains creaking forlornly. Bertie's plane, a twin engine model with a gray hull and red trim, looked shadowy and dull in the twilight.

"Come on, honey." Rebecca came up behind her daughter and took her hand. "Time to go home."

She led the small golden bear cub towards the waiting car. Molly grudgingly followed, but her feet dragged, and she kept craning her neck around to look back at the glimmering bay.

"Nah, that'll never work!"

"Says who?"

"Says _me_."

"Well, I say we hand them out downtown. If we just throw them around in the air like _you_ want, no one'll read them. They'll think they're litter and just throw em away."

"Guys!" Kit stepped between Winger and Ernie.

"Come on!" Oscar Vandersnoot called out. "We have more important things to worry about. Like helping Kit and Baloo."

The others nodded. Across Kit's shoulder, Winger and Ernie exchanged glares. Winger muttered something under his breath. Ernie scowled.

"C'mon," Oscar tried again, tugging at Ernie's arm. "Kit means it."

After a moment, Ernie conceded, allowing the smaller, bespectacled Jungle Ace to pull him away.

The morning sunlight glittered on the water, which was already busy with craft of all shapes and sizes. The steady drone of a motor filled the air, and the brightly-colored "BALOO'S AIR SERVICE" sign looked cheerful hanging over the door of the shabby dwelling.

"You gotta do things like this with flair, Kit," said Winger. "This is an air cargo service. So we should drop the flyers from the air. With your air board and Spot's bike..."

Ernie, a spotted hyena cub, threw his paws up with a "why me" expression on his face. "Come on, fellas, that's just plain dumb."

"It's finished!" Lars announced from a crate resting on the dock. The small gray hippo stood up, holding a large piece of poster board in his hand.

The drawing consisted of an accurately depicted--perhaps a bit _too_ accurately depicted--Baloo in a head-and shoulders view. He was wearing a brown bomber jacket, one arm bent in a rakish stance, while a tiny Sea Duck trailed a white smoke line in the background. Lars had somehow drawn in the faint lines of a map in the blank spaces. The hippo had colored in the image using crayons.

Beneath the drawing were the bold words, "From Cape Suzette to Timbukthree, the Best Pilot in the Business! Your Cargo Arrives Faster with Baloo's Air Service!"

Oscar pushed up his glasses and said with an air of authority, "That looks even better than the drawings by the artists in the advertising division of my Dad's company."

"Wow, great!" Kit grabbed the sheet of paper. "Wait'll Papa Bear sees this."

"We can rig the poster to hang in front of you, Kit," Spot, a lanky ostrich in a striped shirt, nodded, demonstrating with quick hand movements. "Then, while you're air surfing along..."

"See?" Winger said pointedly to Ernie.

Ernie fumed.

"Spot, Spot, I found the string!" S.R. came bounding around the corner, a length of string trailing from her paw. The gray rabbit, dressed in pink overalls, was the shortest of the group. She handed the string to the ostrich and hopped up and down in place.

"Hey, S.R., take it easy, you're making us dizzy!" Winger joked. He put out his paw and rested it on her head, trying to hold her still. S.R. continued to bounce, the lion cub's paw rising and falling in response.

"Sorry, can't help it," S.R. grinned. Then she stopped bouncing and pulled a screwdriver from the front pocket of her overalls. "Here, let me punch some holes in the poster with this..." S.R. did so briskly and expertly, then pocketed the screwdriver. "Okay, Spot, now for the string."

The ostrich threaded the string through the holes and tied the poster board around Kit's neck.

"I feel like a postage stamp," Kit remarked, trying to walk with the board covering the front of his body. His knees banged against it. "I'm not sure about this, guys, I don't think I can surf with this."

"See?" Ernie said to Winger. The lion cub glared, but Ernie pointedly ignored him, turning to Kit. "So you _walk_ down the main street of Cape Suzette like that, while the rest of us hand out the flyers we wrote this morning."

"Correction," said Winger. "You, Oscar, Spot, and Lars walk around town with one of you wearing the sign. S.R. and I will borrow a motor boat and tow Kit around the bay while he throws the flyers. The wind will carry them up and down the shore. That will get people's attention." Winger shoved his hands in his jacket pockets and jerked his head at the rabbit and Kit. "Come on, you two."

An indignant look crossed S.R.'s face. She opened her mouth to object, but Spot elbowed her and shook his head. Shrugging, giving Kit a look, S.R. picked up a handful of paper with the crayoned lettering and Lars' drawings on them, and followed Winger.

Kit hesitated. "Ernie..." He began.

Ernie trailed his toe along the rough boards of the dock, then moved his hand in an off-hand gesture. He snorted. "G'wan, we'll cover more ground if we split up anyway."

Lars and Spot looked from Kit to Ernie, then at each other. Oscar bit his lip, looking apprehensive.

After an additonal moment's hesitation, Kit turned and jogged after S.R. and Winger.

Scowling, Ernie watched them go.

The Client, a badger in a three-piece suit, looked around with an appraising eye at the Higher For Hire docks. His gaze fell on Bertie's airplane.

"Where's the _pretty_ plane?" The Client asked, turning so suddenly that Rebecca took an involuntary step backwards.

"The pretty plane?" Rebecca hedged, with a dazzling smile. "I'm sure I don't..."

"You know, the yellow one, The Sea Gherkin or whatever it was called. My cousin Stanley recommended the pilot highly, after his cargo of candied mushrooms was saved."

"The Sea Duck," Rebecca corrected weakly.

"Ah, yes, that was it, The Sea Duck. Well, s'pose it doesn't matter, so long as that excellent pilot of yours is still around. Baloo, wasn't it?"

Bertie Tanfur chose this opportune moment to emerge from the building, wearing his flight jacket and hat. "Ms. Cunningham, m--ma'am, r-ready for take off." He nodded to her gallantly. "Is this The Client?" Bertie adjusted his glasses and peered politely at the badger.

"This isn't Baloo..." The Client said, not as a statement but as a partial question, in a "you-must-be-kidding" tone of voice.

"No, Mr. Hall, it isn't. This is Bertie Tanfur. He's from up north, and he comes highly recommended with years of cargo run experience."

"Hmph." The Client pulled out his gold pocket watch and flipped up the cover. "Hm, I don't know, Ms. Cunningham. Don't like entrusting my cargo to a pilot I don't know. And this cargo _must_ get through; the trouble on the Houn-Walla-Walla border has cut into profits lately."

"Mr. Hall, I'm sure if...."

"YAHOOOOO!" The familiar yell cut through the mid-morning serenity.

Bertie, The Client, and Rebecca turned. Rebecca moved ahead of the others to the edge of the dock, and leaned one paw on the left-hand pillar of the sign.

"Kit?" Rebecca whispered.

Out on the bay, two youngsters, a rabbit and a lion cub who looked very familiar, were piloting a wooden dinghy with an outboard motor. Trailing behind and above them at the end of a rope was Kit. One of Kit's ankle was hooked around the cross-bar of the tow-rope, leaving his hands free to toss out pieces of paper. The dinghy cut a wake across the aquamarine water.

One of the pieces of paper darted on the sea breeze, swooped, dove, buzzed over Rebecca's head like a paper airplane, and landed smack atop The Client's face.

"My, my," The Client said, his voice muffled. "What have we here?" He peeled the sheet of paper off his face while Bertie stared out curiously at the odd procession on the water. "'From Cape Suzette to Timbukthree, the Best Pilot in the Business! Your Cargo Arrives Faster with Baloo's Air Service!' Well, how about that, and here I was just wondering how I could look up that former pilot of yours." The Client neatly folded the piece of paper and pocketed it. "Well, Ms. Cunningham, I'm sure your _new_ pilot is quite good. But Baloo does have a certain...reputation. I'm afraid your firm won't meet my needs on this occasion, perhaps another time?" He handed her a business card, tipped his hat to pilot and owner, and strode briskly towards his waiting limousine.

"Why that pompous, fickle..." Rebecca began to rant over the roar of the car's motor pulling away. "Fine! LET him steal my clients, then," she said, changing subjects without a blink. "I've got more business sense in my little finger than he has in his whole flabby body!"

"Um, m-m-Miss Cunningham?" Bertie asked timidly.

She stopped ranting and turned to him. "Yes, Bertie?" She said with great patience.

"What w-was Mr. Hall's cargo? He seemed very protective about it."

Rebecca shook her head. "I don't know, Bertie, I only know that it was something highly sensitive...and that he was willing to pay an awful lot to have it transported." Sighing, she moved past Bertie and headed back towards the office.

*Slam* Rebecca slapped down a pile of folders. *Bang* Stapling two invoices together, she wielded the stapler with the kind of force the harbor guard might use on cliff guns during target practice.

"I study. I plan. I balance books. And that lazy, good-for-nothing bear steals my client without even _trying_."

"Well, he _is_ a good pilot," Wildcat, seated with Molly on the wooden stairs leading to the second floor, put in mildly. "See Molly-cat, make sure the thingamawhatsit is wound real tight around the holedingy. Otherwise you'll hear thbbbbbbbbgrrrrrp and the blades will fall off in mid-flight. And that would be....uh...real bad."

The small yellow bear nodded seriously, watching as Wildcat demonstrated with the small metal tool he held in his hand, then turned her eyes to her mother. A shrewd expression crossed her ingenuous features as Rebecca began to rant about "overhead" and "false advertising." Molly rose and went to the desk.

"Mommy--" she began, then self-consciously corrected, "Um...mother..."

Rebecca looked up, surprised, her hands full of papers. "Yes, sweetie?"

"Do you remember when I wanted that really expensive bike? And you said we couldn't get it 'cause it was too expensive, but then it went 'On Sale' at a different store?"

"Yes. Molly, Mommy's kind of busy right now--"

"And the bike cost less at the other store. So you bought it for me. Maybe you could do that too. Have a Sale."

Rebecca started to open her mouth to dismiss the idea, then froze. A piece of paper fluttered from her hand as she stared down at her daughter, who stared back steadily.

"That's IT!" Rebecca leapt from her chair, raced around the desk, picked up Molly, and swung her around. Papers went flying everywhere.

Wildcat, caught by the infectious joy that had suddenly pervaded the office, stood up with a "Whoopee! That's it! Yes!...um..._what's_ it?"

"I'll underbid him," Rebecca went on, her voice thick with suppressed triumph. "I'll bring the game back to the arena where I'm best. He won't be able to counter my offer. Give the client a special discount--one time only, of course."

Out on the docks, Bertie gave the dull, gray metal side of his plane a pat. Just because it wasn't yellow and pretty...just because he couldn't do a Baloo Corkscrew, that didn't make his aircraft a less worthy vessel. "Don't you worry, Milady," he told the plane softly. "This is just temporary anyway. Put fuel in the tanks and food on the table until I can get the flight instructor's job I've always dreamed of...you'd be great with the students, wouldn't you? Well-behaved and easy to handle."

The sound of a car made Bertie look up. A checker cab pulled up outside the Higher For Higher building. Ms. Cunningham burst from the office, calling "Wildcat, watch Molly for me!" behind her. Halfway to the taxi, she stopped suddenly and turned towards the waterfront. "Bertie!" she yelled. "Get the plane in tip-top shape, you take off in two hours!"

"O-okay, Ms. Cunningham," Bertie called back. "W-where are you going?"

"Client fishing..." came the faint call, cut off as the car door slammed shut and the taxi drove away in a cloud of dust.

Alone again, Bertie smiled to himself and gave his plane another pat. "Well, Milady, it looks like we're going to be needed here after all."

Kit and the Jungle Aces clustered by the outside wall of the weathered building, some standing, others seated on old crates or boxes, as Baloo and Mr. Hall shook hands.

"My business associate will expect you in Anchortail in three hours with the shipment," The Client said.

A yellow cab roared up, kicking up a cloud of dust behind it. "We'll do it in TWO hours!" a female voice called stridently as the back door of the boxy cab opened. Rebecca stepped out and slammed the door closed as if to accentuate her words.

"Becky!" Baloo turned.

"_And_ for ten percent less than whatever he just bid you." Her carriage radiating confidence, Rebecca strode towards the now befuddled Client. A breeze off the bay swept over the docks, stirring Rebecca's long brown hair, The Client's tie, and S.R.'s long ears.

Kit tensed, while the other Aces stared wide-eyed at the exchange.

"I don't kn--" The Client began.

"Fifteen percent!" Rebecca countered.

"Now just a prop-spinnin' minute!" A glowering Baloo shouldered past The Client to glare down at Rebecca, who glared back. They stood almost nose-to-nose. "Who do you think you are, you client-stealer?"

"Funny, I was about to accuse you of doing the same thing," Rebecca snapped back.

The Client nervously adjusted his tie. "Um, perhaps we should--"

"_Me_!" Baloo spluttered. "_You're_ the one who said I couldn't succeed in business. And then when I out-do you and take one of _your_ clients, you--"

"Out-do me!" Rebecca's eyes were bright and her cheeks flushed slightly with fury. "Ha! That's funny. _You_ out-do _me_ in business. HA HA."

"Oh, yeah?" Baloo roared back.

"You got me with that one," Rebecca said drily. "Yeah."

Suddenly, the decorously-dressed Client lifted his hand to his mouth and issued a sharp, piercing whistle though his fingers.

The Jungle Aces jumped as if a cannon had gone off nearby. Baloo and Rebecca fell into startled silence and turned to blink at The Client.

"If I might venture a suggestion?" the badger asked mildly. For a second, a tiny smile tugged at his mouth; then it vanished, and the lines of his face became extremely sober indeed. "It is to my advantage for these...ah, this cargo...to reach Anchortail quickly. Splitting the shipment might actually be safer in the long run; it's very valuable right now. Perhaps a competition would spur both of your operations to an even higher--excuse the expression--performance."

"A competition?" Rebecca echoed. "You mean...a race?"

"Why, yes. And whichever service delivers its shipment first will get my patronage from now on. Baloo's Air Service vs. Higher For Hire."

"Kit," Ernie whispered in Kit's ear excitedly, his voice squeaking. "Are they actually going to race _each other_?"

"Shhh," Kit hissed.

S.R. twitched one long, gray ear as something stirred in the bins around the side of the building. But when she turned, there was nothing there.

"What say you?" The Client prompted.

"A race..." Rebecca said slowly, as if she had never heard the word before.

"Me against..._Becky_?" Baloo said, as if in disbelief.

"Winner gets the account," the Client said.

A tugboat's whistle sounded out on the bay and the hum of a plane's engines passed distantly overhead.

"All right." Rebecca spoke first. "We...I mean, I, at least, accept."

"Fine," Baloo said. "So do I."

"Agreed?" Rebecca stared Baloo in the eye.

"Agreed," he said, staring back.

They shook hands with each other, then The Client. All the Jungle Aces surged forward, surrounding the adults and chattering eagerly about the race, except for Winger, whose only sign of excitement was that his face was cooler than usual, and S.R., who frowned and took one last look around the corner of the building before she bounded out to join the others.

No one noticed the lean, hungry figure that detached itself from a hiding place behind an empty crate, then slipped away to be lost among the other structures along the waterfront.

The massive air-ship's vulture-like prow sliced through the clouds with precise brutality. The ship hummed with subdued power, like a live beast, a flying dragon.

Inside the captain's quarters, a wolf with silvery fur, broad shoulders, and a mangled right hand stood and looked out the porthole. "Go on," he said.

"Well..." The skinny pirate with the grating, whining voice hesitated. "Then their client decided to hold a race, and whoever got there first would get the account. So half the cargo is going on The Sea Duck, and the other half is going on that new pilot's plane."

Gray Claw turned and shot a glance at the white ermine and the bulldog who stood at attention nearby. "So half of it is lost to us. A shame."

"Lost? Why, cap'n?" the whiny, mangy-looking pirate demanded.

"We can't hit The Sea Duck. I made a deal."

"But couldn't you just..."

The wolf spun suddenly to face the skinny pirate, who took a nervous step backwards. "I said, _I made a deal._ We steal nothing from The Sea Duck. And this pirate keeps his promises," he added, fingering the dagger at his belt.

The skinny pirate gulped.

"Very well, you can leave," Gray Claw shot the pirate a sideways look, the hint of amusement gleaming in his sharp eyes. "But be ready for further instructions."

"Aye, cap'n." The skinny pirate made eagerly for the door and vanished with a flicker of his weasel's tail.

"Mon ami," The white ermine, a lovely female, held up a seemingly delicate claw--delicate, seeming, that is, until its owner lifted it in battle. "Are you sure eet ees safe to trust dis Maddog?"

"Yeah, Gray Claw. He was one of Karnage's inner circle," the bulldog added in a gruff voice, folding his burly arms over his chest.

"True. Which is why he and the others are only told what they need to know."

"Gray Claw..." Oni stepped closer to the wolf, cocking her head to one side. "You 'ave not yet told _us_ what we need to know. Such as, the identity of dis wonderful cargo you are so secretive about."

The wolf flashed a smile at her. "But that would ruin the surprise."

"Hmph." Pretending to be annoyed, the ermine turned towards the porthole.

"If we can't take the cargo on The Sea Duck, we can at least have the other half," Gray Claw continued reflectively. "Wingnut, find Slammer and the others, organize a hit. Give everyone strict orders--no one is to be harmed, and no one touches The Sea Duck. Only the other plane. There will be two crates on board."

"Aye, aye, Cap'n," Wingnut saluted smartly.

"Oh, and Wingnut--"

The bulldog paused at the door and turned back.

"Don't use any of Karnage's old crew. Somehow, I think they'd find that yellow plane too much of a temptation."

The bright day started to turn ominous as the two planes bobbed on the water, approximately fifty yards of space separating them. Under the suddenly gray afternoon, The Sea Duck's yellow paint still seemed cheerful, like a stray piece of the sun; the other plane blended with the steel gray of the clouds and the ever-deepening blue of the water, with only its red accents standing out. The Jungle Aces, minus Kit, sat arranged on a few stray lobster traps, cheering like spectators at an air show.

A small wind gusted up, rippling across the water, and thunder rumbled distantly.

In The Sea Duck, with Kit next to him in the navigator's seat, Baloo picked up the radio hand-set and called the other plane. "T400, this is The Sea Duck, come in, over."

"T400, this is The Sea Duck." Becky's voice replied.

"I don't like the looks of that storm," Baloo said. "Maybe we should abort the race."

"Forget it, Baloo," Becky replied instantly. "You'd like that, wouldn't you? Get me to give up first?"

Baloo sighed and reached up to scratch the back of his neck. "Fine. Then _I'll_ give up first. Let's hold the race tomorrow."

A sharp pattern of lightning appeared beyond the cliffs, followed by a boom of thunder. The Sea Duck rocked sharply. Alarmed, Baloo depressed the "talk" switch again. "OK, OK, Becky. I give up completely. You take the account. I'm not in the mood for a race anyway."

There was a pause. Then Becky's voice crackled: "No. I'm not going to win that way. We race now. And I don't see what you're so upset about, it's just a little rain," she continued in an annoyed tone. "What's wrong, afraid of damaging the paint job on your _pretty_ plane?" With a click, she was gone.

"Why, that..." Baloo frowned. "I'll show _her_ pretty."

"Baloo..." Kit began warningly.

On the dock, The Client raised a bright yellow flag. Baloo started The Sea Duck's engines, drowning out anything Kit might have said. Then the engines of Bertie's plane joined in.

In the other plane, Rebecca replaced the hand-set of the radio and sat back.

"Um, uh, M-Ms. Cunningham?" the cat said hesitantly, eyeing the storm clouds. "Th-this i-isn't exactly going to be 'a l-l-little r-rain.'"

"Oh, look, there's the signal," Rebecca said, her face pressed to the window glass. "Start 'er up, Bertie."

The cat sighed. "Yes, Ms. Cunningham." The propellers roared into life, drowning the thrumming of distant thunder.

The two planes taxied out, the yellow plane taking off just a dozen yards ahead of the gray plane with the red trim. Twin curls of water shot out behind them as they left the surface of the bay. Against the steely sky, the two winged forms headed for the green of the cliffs, cleared them, and diminished until they were only specks. Then the storm clouds swallowed them completely. The yellow plane was still in the lead.

Through The Sea Duck's windshield, the bank of storm clouds loomed closer, throbbing like a beating heart as lightning laced out of it. Huge drops of rain splotched onto the glass.

"Turn 30 degrees south-southwest," Kit instructed, his voice hollow. The cockpit lights seemed oddly bright against the darkness outside.

"Check," Baloo said. "We'll lose an hour if we go around this storm--but Becky'll have to go around it too, so we're even."

Bertie turned the plane south-southwest.

"What are you doing?" Rebecca demanded, clutch a map tightly in her hand.

The cat turned to her, startled, blinking through his glasses. "G-going around the storm," he said calmly.

"No! And let Baloo get a lead on us?"

Through the murk beyond the windshield, it was difficult to make out anything, let alone a yellow sea plane.

"Ms. Cunningham," Bertie said respectfully, eyes on the storm. Lightning splashed over both their faces for a moment. "Baloo's a good pilot. He knows you have to go around a storm."

"_Baloo_ is used to taking chances," Rebecca objected. "He's flown blindfolded and upside down through worse than this. He kept his heading and so will we. Look, it's clearing a little."

The dense gray had in fact thinned a fraction, revealing a slender patch of blue sliced by rain.

"Ms. Cunningham..."

"Bertie, I said _keep your heading_."

It was the voice of She Who Must Be Obeyed. Gulping, Bertie shoved up his glasses with one finger. "With all due respect, Ms. Cunningham, since you are my boss and all...it just isn't safe to fly right through this storm. And if Baloo did, then...well, then he's not as good a pilot as I'd thought. The best I can offer you is to fly _over_ it."

Rebecca opened her mouth, then closed it. She nodded. "Do it." She turned to stare out into the murky rain and added softly under her breath, "I have to beat him in this race. I _have_ to."

Two hours later...

"I can't wait to see the look on her face when she lands," Baloo chortled. "I can't _wait_."

Smiling in a self-satisfied way, he leaned back against a crate, stretched his legs out on the dock, and folded his arms behind his head. In Anchortail, the sun was shining; the storm's course kept it northwest of the port, although the gray tinge at the horizon indicated that it was swinging around.

"Yessir. She's gonna eat every lecture she ever gave _me_ about being late."

Kit sat at the edge of the dock, his feet dangling down. "Aren't you even _curious_ about what we were carrying?"

Baloo gave a languid glance to The Client's business partner, a stern-looking hedgehog in a suit, tie and hat, and to the crates he hovered over like a member of the harbor guard. Baloo knew the type.

"Nope."

The Client's business partner touched each of the two crates as if to reassure himself that they were indeed still present and accounted for. "Well," he said in a thick, stuffy voice like a box of pressed slacks. "All I can say is--where is the other half of the shipment, hmm?"

"Hang onto your cravat," Baloo tossed back at him. "It'll be here any minute. Alone with a healthy dose of egg-on-the-face. Yep. Any minute." Settling back in the sunlight, Baloo chuckled again.

One hour earlier...

Bertie slowly moved Milady's nose upwards. The dark clouds slid past the cockpit windows. Tensely, the cat watched the altimeter...4,000...5,000...6,000...and still the rain pounded around the plane like a barrage of tiny artillery. The wing-struts creaked in the buffeting wind. The cockpit lights were on full, surreally bright now in the heart of the maelstrom.

"Come on, Milady, come on..." he murmured.

Rebecca gripped the arm rests of the co-pilot's seat, her knuckles tightening to white as the plane bucked. Something in the hold went *clunk*. She started, turning her head to the sound, then turned to face the water-blanketed windshield again. "I think I'll go see to the cargo," she said in a very small voice. "Carry on." Gripping the seat, she pulled herself to her feet and staggered to the cockpit door.

The cat watched her with admiration, then focused his attention back to the job at hand.

Alone in the hold, Rebecca grabbed a leather strap hanging from the ceiling and looked around. The cargo seemed to be okay; the corner of one crate had slid out from its harness. Staggering, with the sound of rain on the roof of the plane an almost deafening rhythm, she made her way to the crates and re-attached the harness.

Outside the small porthole nearby, the right engine coughed and grumbled. The plane lurched again, sending Rebecca sprawling. She caught herself by grabbing a crate.

"Oh, I wish Baloo were here..." the words escaped her almost prayerfully, from between clenched teeth. "Bertie!" She yelled, and made her way back to the cockpit. "What was that?"

"Too much strain on the engines," Bertie said, hands tight on the stick. "I'm not sure she can climb high enough to clear the storm."

Rebecca dropped back into her seat and buckled the belt. "But we can manage it? Your plane, I mean?"

Bertie smiled faintly. "Milady and I have been through worse than this. She'll pull through."

Rebecca studied the pilot with a long, surprised glance. "You think so?"

"Absolutely, Ms. Cunningham," he answered politely.

"No. Bertie--" she reached out and put her hand on his arm. "Does she have _what it takes_?"

Bertie's brows drew together with determination. His jaw tightened, transforming his normally timid features. His eyes never left the storm, his hands were tight on the stick. "Yes. Yes, she does."

For a moment, Rebecca didn't say anything, just let Bertie fly. Finally, she spoke: "Given the circumstances, I think you should call me 'Rebecca' from now on."

"Oh, no, I couldn't do that," Bertie said, with an alarmed look. "You're my boss, and I couldn't..."

"No." Rebecca sighed. "I guess you couldn't."

Step-step-step-step-TURN. Step-step-step-step-TURN.

Kit swivelled his head, keeping watch on Baloo's steady pacing.

"She should have landed two hours ago, even if they did go around the storm." Step-step-step-step-TURN. "There's not way she'd let anything hold her up, not in this race. No way. Maybe..." step-step "...they ran out of fuel..." step-step-TURN "...maybe--" Baloo came a halt at the edge of the dock and looked up at the approaching storm. "Kit," he said desperately, "you don't suppose that gal was headstrong enough to order Bertie to fly _into_ the storm?"

The Client's business partner irritably checked his pocket watch for the fiftieth time.

Kit pulled the neck of his sweater closer up around his chin as he joined Baloo. "Papa Bear? What if she did? What if they--" Kit swallowed hard.

Step-step-step-step-TURN. The Sea Duck rocked slightly on the wind-ruffled water. The sky was clear; the storm was headed off to wreak havoc somewhere else.

It seemed like an eternity to Rebecca before the plane rose free of the storm clouds. Afternoon sunlight burst around them, almost blinding. It was surreal, with the turbulent murk just below them like some angry sea.

She gasped. The air seemed thin.

"Ms. Cunningham!" Bertie exclaimed into the sudden relative quiet. "We made it!"

"We did, didn't we?"

After the moment of jubilation, Bertie turned serious again, his eyes returning to the altimeter. It registered 10,000 feet. "We're pretty high," Bertie explained to his new boss. "But the air should still be breatheable for a while. You all right?"

Rebecca inhaled and exhaled. "I think so."

"If you feel light-headed, tell me immediately."

"Bertie," Rebecca said suddenly, after a momentary silence. "What happened to your stutter?"

The bespectacled cat looked startled. "My stutter? I...I d-don't know what you mean."

"Oh, I...never mind." Rebecca leaned forward to look out the front windshield.

Twenty minutes later, they left the storm behind, and the pilot deemed it safe to head back down. Now Rebecca could see sparkling water and islands far, far below.

"How far are we from Anchortail?" Rebecca asked.

"About forty minutes. We should be able to--"

He broke off with a choked sound as Rebecca gasped.

A shadow fell over the small plane, blocking the sunlight. A massive object with a prow-like nose appeared above them. Rebecca and Bertie shrank back in their seats, taking in the monster-size vessel that loomed above them.

"Oh, no," Rebecca croaked wearily. "It's the Iron Vulture."

Baloo stopped pacing and scowled out over the waters of Anchortail Bay. "That tears it. I've waited too long already. Gotta go out after them."

Kit ran after him. "Baloo, wait! I'm coming with you!"

Baloo wrenched open the cockpit door of The Sea Duck and boosted Kit inside. Then he climbed in himself, remarking, "Yeah, I'm gonna need your sharp eyes, Kit. We may be going back into that storm lookin' for them. Keep your peepers peeled."

"Aye-aye, cap'n," Kit said in a pleased voice, giving a mock salute.

"Pull chocks?" said Baloo.

"Pull chocks!" replied Kit. He reached for a map as Baloo started the plane.

The Sea Duck taxied out far onto Anchortail Bay, then took off a splash of bright yellow color against the streak of gray in the blue sky.

The Client's business partner sat on one of the four crates, and sighed.

"I--I'm s-sorry, M-ms. Cunningham," Bertie said miserably, lowering his head.

Rebecca, seated on the floor of the Iron Vulture's cargo hold and bound back-to-back with her new pilot, sighed. "That's all right, Bertie. You did your best." She cast a sharp eye around the vast hold, where Bertie's plane stood not twenty yards away. "They've left us alone for the moment," Rebecca said. "If we could get over to the beak's release switch, open it, then get into your plane..."

"Hey, look what the cap'n caught," a grating, whiny voice spoke.

Rebecca and Bertie swivelled their heads towards the sound. The voice was depressingly familiar to Rebecca.

"Ya, look," a deeper, heavily accented voice chimed in.

Two pirates--a mangy weasel and a lumbering gray dog-- approached the captives.

"Hi, annoying business-lady," Maddog, the weasel, grated.

"Gee, it be like old times, with t'other captain," Dumptruck put in.

Maddog pulled his cutlass. The blade gleamed. "The new cap'n'll be along any minute to have your hold unloaded. But maybe we could grab something for ourselves first, right, Dumptruck?"

"Ya."

"Come on," Maddog said, crouching before Bertie and putting the point of the cutlass to his chin. "You carrying any cash?"

The cat blinked in alarm behind his spectacles, shying away from the blade.

"Ya, hand over the cash, lady." While Rebecca glowered, the big dog reached for the pocket of her slacks.

"Don't--you--touch--me," Rebecca spoke low in her throat. Lifting her bound ankles, she pulled back and kicked the pirate in the belly. He staggered back with an *oof*.

"Dat not very nice," he gasped when he had caught his breath. His expression was deeply wounded.

Maddog moved his cutlass blade away from Bertie and quickly came around to face Rebecca. "Yeah, not nice at all. Maybe we should dump 'em out the beak, right Dumptruck?"

"Arr, out the beak," Dumptruck agreed heartily, rubbing his stomach.

The weasel pointed his cutlass at Rebecca's chest. "Or we could just skewer them," he suggested, his voice squeaking with glee.

"Put down that sword and step away from her, pirate!" a voice filled with unquestionable authority barked out.

The cutlass clattered to the deck and Maddog leapt back as if bitten. "Uh--uh, Cap'n Gray Claw. We were just trying..."

"I know what you were just trying'," the lean, silver-furred wolf snapped, striding towards them with several of his own pirates in tow. "Who ordered these two to guard the prisoners?" he demanded, turning to stare at the other pirates.

Someone coughed near the back of the group and then a chubby little bob-cat stumbled forward as if pushed. "I did, sir," he said reluctantly.

"Well, don't make that mistake again, Russet. Karnage's pirates weren't trained the way the rest of you were." With his good hand, Gray Claw gestured at Maddog and Dumptruck. "Get out of here. Go do something useful, like cleaning the galley. And if I catch you near these prisoners again, you'll wish you'd shared the fate of your previous captain."

"Aye, cap'n."

"Aye, cap'n."

As the two pirates hurried away, Rebecca faintly heard Maddog whining, "Y'know, I kinda liked things better with Karnage in charge."

Gray Claw approached Rebecca. "My dear Ms. Cunningham," he said, "I do apologize for your poor treatment here."

"You won't get away with this!" Rebecca snapped at him angrily. "The harbor patrol will deal with you! I'll get my attorney! This is hijacking!"

The gray wolf folded his arms and looked down at her while she glared fiercely back at him. "Ms. Cunningham, I'm only doing my job. I assure you, neither you nor your pilot will be harmed."

"Your..._job_?" Rebecca spluttered. "You call stealing and plundering..."

Gray Claw turned to the slender, female ermine standing beside him and sighed. "Oh, not _that_ again. Oni, do you have any suggestions? I _don't_ want to have to gag her."

"P'haps if we should untie her," the ermine said, "she would see dat your are sincere."

The wolf hesitated, then nodded. "All right. Wingnut, Slammer, untie them, and then I will personally see them escorted to the brig, with your help."

The bulldog with a ring in his ear and the sharp-eyed, eager-looking ferret started to obey. Bertie's hands and feet were freed in moments; Rebecca's took longer, as she continued to squirm and protest indignantly.

"...and furthermore, what about your promise?" Rebecca demanded. "You swore you wouldn't steal any of Higher For Hire's cargo."

"Ah." Gray Claw held up his undamaged paw in a gesture of denial. "You misheard me. I said I wouldn't steal _The Sea Duck's_ cargo. That--" he added, nodding his head disparagingly towards the gray and red plane--"is _no_ Sea Duck."

Bertie seemed to understand Gray Claw's tone all too well. "H-hey!!"

Wingnut kept a firm grip on Rebecca as the group ushered the prisoners down into the depth of The Vulture, to the brig. The bespectacled pilot sighed and shook his head as Slammer pushed him along. "M-maybe I sh-should've stayed in Soaddled," he murmured.

"Take your hands off me, you bully! Listen, Gray Claw, I have friends in high places. And don't think Baloo will take kindly to this, either. You'd better let us go right now! Do you hear me, right--" Wingnut released Rebecca's arms and gave her a gentle shove into a waiting cell. Rebecca fell onto a cot, onto something soft--"now...ooooooh, is that _real_ silk?" With a wondering expression on her face, Rebecca lifted one of the pillows covering the cot.

"The finest, from Timbukthree." Gray Claw stepped into the cell. Bertie had been pushed into another, barer cell across from Rebecca's.

The wolf went over to a serving cart set up in one corner. He lifted up a silver cover and sniffed appraisingly at the contents. "Good, still warm. You will find caviar in that smaller dish, Ms. Cunningham, and beef stroganoff in there."

Rebecca gaped up at him. "You...caviar? I don't understand."

"You are both prisoners, for the moment. But my pact regarding The Sea Duck extends to her crew, Ms. Cunningham."

"As we understood eet," Oni added, smoothing back one soft-furred ear, "you are quite dear to dat crew, yes?"

"And so we hope to make you comfortable until we can release you. Your new pilot will not be harmed, although we are under no obligation to give _him_ preferential treatment. He will be well fed, and quite safe, however."

Rebecca folded her arms and crossed her legs, seated on the blue velvet spread covering the cot. "Fine. But that doesn't change the fact that you're just a common crook, Gray Claw." She glowered at the pirates in her cell.

The wolf grinned. "Ms. Cunningham. I think I'm insulted." Before she could object, he reached down, took her hand, and kissed it gallantly. "If you need anything else, one of my people will be within earshot--guarding you."

The cell door slid shut, and a key turned in the lock.

The Sea Duck cleared a small patch of fluffy white clouds. The setting sun burst over the plane, the dark line of the storm having moved far away.

There was no sign of a gray plane with red trim. Kit turned back to the radio and continued to try different frequencies to see if anyone had received a distress call.

"Roger that, Wiley," Kit said, some minutes later. "Sea Duck over and out." He turned to Baloo. "Wiley Pole says no one's heard anything from Bertie's sea plane."

"What could have happened to them?" Baloo said in a panicky voice. "Keep looking, Kit, keep looking."

Kit turned his attention back to the plane's side window. He pressed his face to the glass, looking down at the water far, far below. Then he looked up, training his gaze on the skies above.

"Uh...Baloo?" Kit froze.

"Uh-huh? What--omigosh!" He too had seen the large prow slicing through the clouds above them. A shadow fell over The Sea Duck. "The Iron Vulture!" Baloo sucked in an angry breath. "Whaddya wanna bet that mangy wolf knows something about what happened to Becky and Bertie?"

"But, Baloo, Gray Claw wouldn't..."

"That ship's flyin' right along Becky's flight path. They either crashed, or..." He waved a hand up, adding emphasis to the "or." Without waiting for Kit's answer, Baloo pulled back on the stick, raising the plane's nose, and headed for the massive pirate air ship.

"Baloo!" Kit protested.

"Hold that thought, Little Britches, we have to go in quiet-like." He turned the plane, and the dense whiteness of a cloud momentarily surrounded them like a suffocating fog. When they emerged, they were at the tail end of the behemoth, with the concrete stretch of The Iron Vulture's topside launch pad beneath them.

The Sea Duck touched down, slowed, and came to a stop. Her propellers slowed and then stilled. They were parked just aft of one of the ship's great prop engines, near the tail. Baloo opened the cockpit door, and the howling silence of the wind swept around them, in time with the hum of The Vulture's propellers.

"Hm. Think anyone spotted us?" Baloo ventured, as they stood huddled by the pillar of the prop engine.

"Probably," Kit said. "They probably have a look-out."

"Well, we'll have to make the best of it and move fast. Now, I need a distraction while I check the brig. Got any ideas?"

Kit thought for a minute, then grinned. "As a matter of fact..."

Gray Claw stood over the four crates, smiling wolfishly. "Ah, what a catch." A crowbar was propped against one of the crates.

In Gray Claw's quarters, Oni, Wingnut, Slammer, the Coyote twins, and Hardtack stood watching along with a mixed assortment of pirates, some of them members of Gray Claw's current crew, others former followers of Karnage who had sworn loyalty to Gray Claw. The silver-furred wolf let his eyes wander over the group, sizing them up.

"I know you are all curious about the contents of these crates. Whether they are worth all the secrecy, all the planning that has been afoot lately. Well, let me put it this way. There are forty of the items in question in each of these crates. On the black market, these items are going for close to one hundred dollars apiece. At four crates..."

Wingnut whistled. "Okay, so it means lots of lettuce. But what _is_ it?" He sounded a bit cross, and the others shifted and murmured impatiently.

"I'm sorry I didn't tell you sooner," Gray Claw said frankly. "To tell the truth, I was afraid you wouldn't go through with it if you knew, despite what I discovered about these items' monetary worth." He reached down, grabbed the crowbar, inserted the tip under the lid of one of the crates, and with the muscles on his good arm bulging, he shoved down hard.

The lid of the crate lifted a few inches, the nails creaking as they came free. Gray Claw shoved the lid to the floor with a clatter. He reached into the crate, rummaged among the shavings, and pulled out an object about the size of his boot. It was soft and floppy, topped with a wild mop of red hair, and was wearing a pretty checked dress trimmed in ribbon. The head was plastic, with cute, smooth, unsnouted, furless features painted on.

"A _Pumpkin Patch Doll?" a voice spluttered indignantly from the back.

"Quiet, there!" Slammer snapped back.

"For the love of gravy," Wingnut chuckled in his deep voice. "Gray Claw, I never thought you had such a humorous streak! Aw, this is rich." He thumped his hand on his knee while the Coyote twins grinned silently.

"Dat is worth one hundred dollars?" Oni said hesitantly, scratching one ear with a delicate clawed finger. "Dat...c'est pour les enfants...eet ees a child's toy, mon cheri."

"Exactly! Hundreds...thousands of them shipped each week. Parents buying them, grabbing them before the stock boys can even put them away on the shelves. Every little girl from Cape Suzette to San Flamingo wants one. Stores can't keep them in stock. Mothers have started riots over them. Dealers are selling them on the streets for incredible sums. And we have over a hundred of them!"

Wingnut began doing the math on his fingers. He stopped laughing.

"You're a genius, boss, and no mistake," Slammer said. He eagerly darted over to the crate, the top half of him disappearing as he began to rummage through it for more dolls. "...two...three...four...five...aw, how cute, this one has a little stuffed kitty...six...seven..."

"In a few hours," declared Gray Claw in a satisfied voice, "we will land in Bianca Port, where a black market dealer will buy this lot from us. Until then, keep this room under guard. The rest of you, eat, drink, and be merry, for tomorrow we are rich!"

A cheer went up around the room. Gray Claw left, trailed by Slammer and Oni. The other pirates drifted away, talking about their good fortune. Two stout pirates took up guard outside the door after locking it.

The announcement crackled over the loudspeaker about fifteen minutes later. "Attention, pirates! This is Captain Gray Claw speaking. It has come to my attention that there is an imposter on board, posing as myself."

A surprised murmur went up from the group of pirates lounging about in the steel-walled mess hall. As one, they rose from the rough benches at the long tables and poured out into the corridors of the ship.

"Should you find this fraud, throw him in the brig immediately. He will no doubt claim to be the real Gray Claw. Do not be taken in by his ploy."

In the hanger bay, pirates left their posts, dropping mops, rags, muskets, and tools. "An imposter!" "Let's go get im!" "Grab anyone that looks like the cap'n!"

In his quarters, speaking with Oni and Slammer, Gray Claw looked up sharply, one ear pricking up straight at the sound of the voice over the loudspeaker. Oni and Slammer looked stunned.

"B-but, but, but..." Slammer looked this way and that, confused.

Gray Claw turned slowly to look at Oni. "Impressive as I am, I don't believe I can be in two places at once."

"Dat--dat sounded just like you..." Oni breathed.

"And if I am here,"Gray Claw said calmly, "then who is making that announcement?"

Crouched behind a pile of folded canvas, Baloo watched as The Iron Vulture lapsed into chaos. The pirates in the hangar bay rushed off in all directions at the announcement, sabers and muskets drawn, seeking the blood of an imposter.

A voice boomed over the loudspeaker: "I repeat, do not be taken in. Apprehend the imposter immediately. This is your captain Gray Claw speaking."

Baloo chuckled; Kit's plan was working. He waited until the hangar stilled into echoing silence, broken only by the background rumble of the big ship's engines, then emerged from his hiding place.

Bertie's gray plane stood innocuously on the other side of the bay, its cargo doors open. The bay was empty. Baloo gave it only a quick glance before moving on.

His expression was grim as he descended the metal steps leading down to the innards of the air ship. "If I get my hands around that pirate's neck..." he growled under his breath.

Two pirates ran towards him, following the call of the loudspeaker announcement. Baloo ducked behind an open metal door as they ran past. When he peered out, the corridor below was empty. There were no longer any guards in the brig. Baloo snorted. "Pirates come, and pirates go. But they all got stupid henchman." Just in case, he picked up a piece of metal pipe he found lying on a storage locker, and went down the steps.

"Becky?" Baloo whisper-shouted urgently. When no one answered, he gave up being quiet. "Becky!" Had there been any guards left, his bellow would have summoned them.

"H-hello?" a voice called tentatively.

"Baloo?" Becky's voice followed, sounding surprised.

Baloo raced down the corridor and skidded to a halt when he reached the occupied cells, holding the metal pipe upraised against trouble. "Becky, hang on, I'm here...to...rescue....you...?"

Through the bars of the cell, he saw Becky seated on a velvet covering draped over the cell cot. She held a half-eaten bunch of green grapes. A nearby cart held empty plates and bowls, the remains of a feast. There were cushions on the cot, along with some sort of silk spread. "Baloo!" Tossing aside the remains of the grapes, Becky leapt up and rushed to the bars of the cell.

"Are you okay?" Baloo demanded. His glance fell on the silk and velvet. "Uh...you're...okay?"

"Baloo, thank goodness you're here!" Becky wrapped her fingers around the bars. "You have to get us out. Gray Claw stole my cargo. We have to get it back--"

"Relax, boss la--ah, Rebecca. Kit's runnin' a distraction. We've got it all covered. But first we have to get these doors open..."

"K-keys," Bertie quavered, from the opposite cell. "Hanging on the wall o-over th-there."

Baloo fetched the keys. When he unlocked the door to Becky's cell, she bolted out as if it had been a dank, rat-infested dungeon, and threw her arms around Baloo's neck.

Startled, still holding the keys dangling from one hand, he hugged her back.

"I knew you'd come, Baloo," Becky said before stepping away.

Momentarily knocked off-center, Baloo straightened his pilot's hat. "Oh, well, Kit and I were in the neighborhood..."

"H-hello?" Bertie reminded them from the other cell.

Clearing his throat, Baloo turned briskly and released the other pilot. "Okay, now let's get out of here."

"No, Baloo, wait." Becky dug in her heels as Baloo pulled her towards the metal stairs.

"Becky!" Baloo protested.

"No, Baloo, first I want my cargo back."

"No-ooooooooo," Baloo groaned. He turned and slowly banged his head against the wall several times.

"Baloo, listen. Gray Claw said he wasn't allowed to touch The Sea Duck. If we could just move _my_ cargo into The Sea Duck..."

"There isn't time!" Baloo argued. "Kit's distraction will only last so long..."

"Fine." Becky folded her arms. "If you won't help me, then I'll do it by myself."

"N-not by y-your self," Bertie spoke up suddenly.

They turned as if they had forgotten he was there. The cat pushed up his glasses, his expression darkening. "He hijacked _my_ plane!"

Baloo threw his arms up in defeat.

"This imposter is extremely crafty and dangerous. I suggest you use caution in..."

A bang sounded on the door to the radio room. Kit put his hand over the microphone and looked up anxiously. "...in capturing him," Kit finished quickly, as another bang reverberated on the door, and it banged open.

Kit sat frozen in the chair as Gray Claw stepped into the room, Oni, Slammer, and Wingnut just behind him. For a moment, the pirate and the navigator stared at each other. Without taking his eyes away from Gray Claw, Kit slowly reached out and switched off the microphone.

"Leave us," Gray Claw said to his pirates.

Oni gave Kit a look that was part sympathy and part annoyance, and the three moved out of sight.

"Hi, kid," the wolf said.

"Um, hi, Gray Claw." Kit lifted a hand limply in greeting, then dropped it.

The wolf scratched the tuft of fur on his chin with his good hand. "Somehow I never thought _you'd_ ever double-cross me, Kit."

"Are you gonna throw me in the brig the way you did with Ms. Cunningham?" Kit raised his chin angrily.

"Touche," the pirate said. He moved further into the room and leaned against the bulkhead, his arms folded, as he watched Kit. "We didn't harm her, Kit. I gave my word."

Kit folded his arms in a posture that oddly echoed that of the pirate's. "But you stole from her and you made her and her new pilot prisoners."

"And you tricked me, after making me think I could trust you. There are very few I trust in this world, kid." He paused, then straightened. "Go on," he said, waving a hand at the door.

The bear cub frowned.

"Go on, find your friends, you're free to go. I'll get on the radio and rectify the...ah, situation...you've caused me."

Slowly, Kit got to his feet. Gray Claw took a step forward, and Kit hastily moved towards the door. But the pirate only sat down in the radio operator's chair and pulled the microphone towards his snout. Then he looked at Kit and grinned a wolfish grin. "By the way, kid...you're good."

Kit opened his mouth as if to speak, but didn't. A small grin tugged at the corner of his snout--a grin of surprise and pleasure.

"Attention, pirates," Gray Claw spoke into the microphone. "I am pleased to announce that the imposter has been apprehended and will be dealt with at my own hands..."

Without hesitating further, Kit ran out into the corridor and hurried to rendezvous with The Sea Duck.

The three escapees heard the announcement of the "imposter's" capture just as Baloo's two fists contacted with the noses of the pirates guarding the four crates, knocking them out. The pirates slumped to the floor as Becky rushed into the small room to check on her cargo. "It's all still here!" She crowed triumphantly.

"Becky, the jig's up, we better hurry," Baloo urged.

"I-I don't th-think we can c-carry all that by ourselves," Bertie pointed out.

Becky cast her eyes around the quarters. "All right. Maybe I can't take _all_ of it. But I can take _some_ of it." She snatched up several sacks draped over a locker and handed one to Baloo and one to Bertie. "Put as much of my cargo as we can carry into here."

"One question," Baloo said, turning and lifting the lid of one of the crates. "What exactly _is_ this cargo, anyway..." His voice trailed off as he stared at the contents of the crate. "Dolls?!"

"Pumpkin Patch Dolls! Oh, Molly will be so excited when I tell her," Becky exclaimed, unfazed. Quickly, she began stuffing dolls into her sack.

Shrugging, Baloo glanced at Bertie, who returned his shrug. Then they also began gathering up the colorful dolls.

The Sea Duck was deserted when Kit arrived topside. With the wind whipping around him, he pulled out the cockpit door and pulled himself up.

The plane's controls stretched before him invitingly. He knew every knob, every switch, every meter on the panel. With a small flash of triumph cutting through his overlying apprehension, Kit realized that the best thing he could do at this point was to warm up the plane.

With a big grin on his snout, Kit sat in the pilot's seat and started the ignition sequence.

As the second propeller engine sputtered and spun to life, he heard Baloo's shout. Rolling down the pilot-side window, Kit looked out and saw Becky and Baloo racing across the tarmac towards him. They each had a sack slung over their shoulder. Kit opened the cockpit door and stepped aside as Baloo handed up Becky and the three sacks.

"Good work, Little Britches," Baloo said, as he climbed into the cockpit and took his place at the stick.

"Where's Bertie?" Kit asked, casting a curious look at the sacks.

"He wouldn't leave his plane," Baloo answered, frowning. "We'd better pull chocks; he might need help when he comes flyin' out of that beak."

They took off, then circled back. The beak of The Vulture opened, and after a moment, a gray plane emerged, passing through the small wisps of cloud. The gray plane nosed upward, then assumed a flight pattern parallel to The Duck's. Distantly, Kit made out Bertie in the cockpit of the other plane. The cat waved, then gave the thumbs-up sign.

"Hey, where are the pusuit planes?" Baloo asked. "No machine guns? No big chase? That was way too easy..."

"Don't question it," Becky said. "Just be grateful."

Kit unfolded a map, and said nothing.

The Client stood on the Higher For Hire dock facing Baloo and Rebecca while The Sea Duck and Bertie's plane creaked gently on their moorings.

"Well," he said, removing his hat and scratching at one ear, "I'm not sure _who_ to give the account to now. My partner tells me that both of you were in the plane that delivered the remainder of the cargo."

From the floating wooden dock nearby came a repetitive, soft "plink" as Wildcat worked on a gutted engine outside of his workshop.

"Perhaps we could have a rematch," Rebecca suggested hopefully. "You see, we ran into some pirates, and that was why--"

"Oh, so _now_ who's makin' excuses?" Baloo interrupted her. "My plane won, Becky. Admit it."

"Dodging pirates is one thing," Rebecca countered. "Running a business is something else. You won on a fluke."

"A fluke! Fine." Baloo folded his arms. "The next time a pirate throws you in the brig and steals your cargo, I'll just go deep sea fishin'."

Standing with Bertie and Molly by the dock steps, Kit sighed. He and Molly locked gaze for a moment. Then he shook his head and stared down at the peaceful sparkling of the water.

"Mr. Hall, if you'll only reconsider, I'm sure I can prove to you that Higher For Hire is..."

"And what if the pirates hit a Higher For Hire plane? At least Baloo's Air Service can get the cargo through, even if we don't have fancy credentials."

"I must say, I was most impressed with my business partner's report on The Sea Duck's role in recovering our cargo. But Ms. Cunningham seems to run a tighter ship on the ground," the badger conceded. He pulled a pocket watch from his vest, snapped the lid up, and replaced it. "Well, I have an appointment in half an hour. I shall have to make my decision quickly."

"I-if I c-could make a suggestion," Bertie spoke up suddenly, stepping forward.

The badger peered at him. "Yes?"

Bertie looked from the badger to Rebecca. "Wh-what if you didn't h-have to decide? H-hire b-both. At the same time."

"I can't afford it...our budget won't allow for it," the badger said firmly. "Unless, of course, you mean that I could choose Higher For Hire but have The Sea Duck carry my cargo."

The steady "plink" from Wildcat's workshop stopped abruptly, then started up again.

Rebecca frowned. "But the only way to do that is if Higher For Hire and Baloo's Air Service formed some kind of a...a partnership."

The badger brightened. "What a splendid idea! I suggest you put the paperwork through quickly. However, in the meantime I am willing to give you the standard fee provided Baloo flies our next run in the yellow plane."

By the dock steps, Kit sucked in a breath and held it. Molly clutched his arm in an iron grip.

"A partnership?"

Baloo shuffled his feet. "Well, I _do_ kinda hate all that paperwork..."

"We could incorporate..." Rebecca added slowly. She twisted her fingers together, [her] eyes narrowing in thought. "Keep the Higher For Hire name, because of its reputation."

"Wouldn't mind bein' my own boss again, but without all the worry..."

"Your treasure money would be enough for you to buy out your share of the business."

"Me, the head of a corporation...plus all the time I want to fly...yeah!"

"A partnership...60-40."

"Okay, Beckers, but I never thought you'd settle for a 40 percent share."

"Me! You get 40 percent. I keep 60."

"60!"

"Controlling share."

"Now hold on a second. You can't do this without my plane..."

"Look, I know what I'm doing, you don't. I deserve a controlling share."

"But Higher For Hire used to be mine in the first place. Baloo's Air Service, remember?"

"I remember you lost it when the bank foreclosed."

"Listen, _Ms. Cunningham_, if you think I'd go into business with a tight-fisted--"

"HEY!" a voice yelled.

The two combatants fell silent, shocked. Everyone turned towards the dock steps.

Kit glared at them. "If you two are going to be business partners, you're going to have to learn to work together. _Without_ fighting so much." He folded his arms, his chin in a stubborn set.

Rebecca and Baloo looked at each other.

"I suppose he's right..." Rebecca said slowly.

"Hrm, yeah," Baloo said gruffly.

Rebecca lifted her chin as if in challenge and stuck out her hand at Baloo. "Equal partnership. 50-50?"

"Equal partnership." Baloo took her hand, and they shook on it.

"Yes!" Kit and Molly high-fived each other in delight.

"I'll be in touch shortly," said The Client. He turned and left, looking a bit frazzled by the whole affair.

"Oh, Bertie..." Rebecca said, turning to the bespectacled pilot. "I'm sorry. You'll have two weeks' severance pay, of course, but right now we can't..."

Bertie grinned a small grin and held up his hands. "Don't apologize. I'm sure I'll f-find something. A-always wanted to be a f-flight instructor, s-saw a notice on the j-job b-board after w-we got b-back. C-cargo r-runs around here are too unpredictable anyway."

"Flight instructor?" Kit's ears pricked up.

"There's just one more thing," Baloo continued, as they headed for the Higher For Hire office. "The name. I still think it's dumb."

"Too bad. People recognize it now. We can't change it."

"Higher For Hire," Baloo grumbled. "No name for an air cargo service."

"And I suppose something dull and boring and unimaginative like Baloo's Air Service' _is_? Besides, now it's Higher For Hire, _Inc._,'" Rebecca corrected.

The voices faded, and a door shut.

Outside the workshop, Wildcat, who had stopped tinkering with his engine five minutes ago, set down his wrench and wiped his hands on a rag. For a moment, he stood looking up at the Higher For Hire offices above the dock. A broad grin crossed his leonine features. Turning, he picked up another tool and went back to work on his engine.

The End

Coming soon...

High Flight Episode #4, Khan With the Wind
Baloo tells Arizona of a time when the pilots of Cape Suzette placed their future in the hands of a figure from Shere Khan's past.