Bagheera was too occupied on taking care of a sick Baloo to have time for anything. The bear was usually very good at not falling ill, but he had caught a nasty stomach bug after eating rotted fruit that he'd insisted to the panther was perfectly safe.

A day later, and much to Bagheera's dismay, slight annoyance, and worry, he was so sick he could hardly move from the shade of his cave.

The panther knew he could count on the wolf pack to watch over Mowgli by themselves for a few days, so he'd traveled to the bear's cave to keep him healthy. He certainly didn't want Mowgli to be there to catch anything nasty from Baloo.

So it ended up that Bagheera took care of his sick companion for a few days so he could get better. Currently, he was making the bear's bedding more comfortable while he slept, and said bear was having none of it.

"I'm fine now! You… you can leave! I'll be up and about soon, I promise!" Baloo insisted, trying to trot over to the panther, only to fall back on the floor with a low moan.

"I told you to lie still while I did this," Bagheera replied as he shifted the bedding around in his paws. "Besides, like I told you, it's no trouble, and I don't want you overexerting yourself. You've been throwing up quite a bit, after all," he pointed out, sighing.

The panther heard the bear grumble in complaint, but Baloo eventually complied, laying back down while Bagheera finished his work.

He wasn't positively sure why he was so insistent on taking care of his friend, but he couldn't stand seeing Baloo so sick and helpless when he was usually so full of energy and sass. He really needed help.

A few more moments passed and Bagheera nodded, satisfied with his work on the bedding. He'd made the space a little bigger for the bear to roll around in if he so wished.

The panther looked back to see Baloo watching him intently. Bagheera rolled his eyes, a ghost of a smile creeping its way onto his face.

"What? Like what you see, old chap?" The panther asked mischievously, staring back at his friend.

The bear immediately averted his eyes. "What? I wasn't… no, just admiring the bedding, is all. You did a good job with it," he stammered, fiddling with his paws. Bagheera chuckled, choosing not to tease his friend further.

"Come on, time for bed," the panther murmured, motioning for Baloo to go lay down.

"But it's only dusk! I'm fine to stay-" the bear didn't finish that sentence, as he started heaving and coughing heavily.

Baloo dashed out of the cave and to the stream that ran by the entrance of it, and started emptying his stomach's contents into the water. Bagheera rushed to his friend's side in concern, placing a paw on his back and rubbing circles on it.

"Are you alright, Baloo?" The panther asked when the bear finally stopped heaving and coughing.

"As fine as I can be after puking everything I ate into the river. I feel just fine, Baggy," Baloo replied dryly, turning around to head back into his cave. Bagheera frowned in slight hurt, following him back inside.

"Sorry to snap at you like that, Baggy. I'm just tired of this whole 'sick' thing. I never get sick!" Baloo complained, settling down in his new bedding with a grunt.

"It's understandable. You'll get better soon, I'd imagine. I'll be here all day and night until you do get better," Bagheera replied, laying down in front of his friend.

"Aww, that's so sweet of you, Baggy!" The bear exclaimed, smiling happily. The panther found himself smiling back, as well as his face heating up.

"Its no trouble. You are, after all, my dearest friend," Bagheera stated matter of factly. "Now you should really get some sleep. I'll be here all night, no worries."

There were a few silent moments after that where Baloo looked slightly uncomfortable, like he wanted to say something but didn't know how. The panther would've been content to stay in that silence, if it wasn't so tense.

"Uh, Baggy… I feel really cold, and I don't think I could get to sleep like this. Do you think you could... you know.." Baloo trailed off, but the panther knew what he wanted.

"Sleep with you for warmth?" Bagheera finished, finding his ears heating and his heart beating faster without much reason to.

"Y- yeah. I mean, if you don't want to it's-"

"Baloo. Of course it's fine. I don't want you freezing to death," the panther interrupted, getting up and moving to lay by his friend's side, thankful that he'd made the bedding bigger when he did. He moved as close to the larger mammal as he could, trying his best to share warmth.

"Thanks, Baggy, but you really didn't have to come here and do all this for me. I know how Mowgli can be; it would've been fine to leave me alone," Baloo murmured after Bagheera had settled. The panther snorted.

"No, I did have to. Mowgli is capable of handling himself, and the wolf pack is incredibly responsible. Besides, I care too much about you to see you in such a miserable state. You don't deserve that," he replied, nuzzling into the crook of his friend's neck without thinking about it.

Both mammals froze after realizing what Bagheera had done, not sure of what to do or say. The panther felt incredibly embarrassed. Why had he done it? He always thought his actions through carefully, but that he'd done purely on instinct. He screwed up so bad, and he wasn't sure what to say.

It eventually was Baloo who relaxed first, leaning back into the touch.

"That means a lot to me, Baggy. Thank you," the bear whispered, his voice rumbling throughout Bagheera's entire body. He purred, the feeling pleasant to him for an unknown reason, and continued to nuzzle Baloo's neck affectionately.

The panther was glad Baloo could dispel the awkward moment so easily, but that didn't quite explain either of their actions just now.

"Why are we doing this, Baloo? What are we doing?" Bagheera questioned after a moment, uncertainty plaguing his mind.

"What do you mean? This is nice, isn't it? Don't you like this?" The bear asked, sounding a little hurt.

"No, I do… but this isn't something friends would do. We're much too close for this to be normal, quite literally in this case," Bagheera murmured, moving his head from Baloo's neck to look at him properly.

"You… you're right, Baggy. But this… this feels natural to you, doesn't it? It feels good to be like this," the bear replied, looking back at the panther with a warm gaze that sent butterflies shooting through his stomach.

"This does feel quite nice, I'll admit. Its good to lay with you. However-"

"Ah, no buts, Bagheera. Look, this feels right, so we keep doing it. That's all there is too it, okay? Just you and I together, and that's all that matters," Baloo stated, shaking his head.

"So… does this mean we're… mates?" Bagheera asked timidly, inwardly cursing himself for sounding so childish.

"Would you like that, Baggy? We don't have to take… this too fast, if we don't feel comfortable," Baloo assured him.

Bagheera furrowed his brows in thought. He knew that his strange behavior around Baloo, and the bear's own around him finally had an explanation. The nervousness, the way his heart fluttered in his chest when he saw the bear, the way he insisted on staying with a sick Baloo until he felt better… it all made sense now.

And Bagheera knew his friend felt the same as he did. They both wanted to get something out of this, and the panther had to admit, being mates sounded nice to him, especially after all the trouble the two had went through to care for Mowgli.

"I think… I think that we could see where this goes," Bagheera finally murmured, causing Baloo to break into a grin.

The panther then nuzzled back into Baloo's neck, licking and grooming the fur there. He did have to admit, being this close to his… mate was most likely the best feeling in the world. It would probably be better if the bear wasn't sick, though.

"Mates, huh? I like the sound of that, Baggy," the bear rumbled, putting one of his large paws over Bagheera's body, making him purr in approval.

"I do as well, Baloo, but now we should get to bed. You need the rest if you want to get better soon," the panther stated.

"Alright, alright, Bagheera. You don't have to tell me twice," Baloo mumbled.

"Good night, Baloo," Bagheera whispered, closing his eyes.

"Night, Baggy," the bear replied softly.

The panther found sleep fairly quickly, Baloo's steady heartbeat lulling him into unconsciousness. He was glad he was able to sleep so near someone after sleeping alone for years.

-o0o-

When Bagheera woke up, he cracked his eyes open to see his new mate still sleeping soundly, paw wrapped around him. The panther smiled, wanting to stay close to Baloo, but his stomach disagreed, cramping up painfully. Bagheera groaned, realizing he'd caught whatever Baloo had gotten sick with from being so close to him.

The panther scrambled free of Baloo's grip, and dashed out of the cave to the stream nearby, where he heaved and coughed heavily, knowing what was about to happen.

Bagheera then proceeded to empty his stomach into the river, grimacing at the foul taste in his mouth and the burning sensation in the back of his throat afterwards. His stomach twanged painfully once more, and then the pain dissipated, replaced with a bad headache and a scratchy throat. They were exactly the symptoms Baloo had.

"Baggy? Are you alright?" Bagheera heard his newfound mate ask from behind him as he frantically drank water from the stream to soothe his throat.

"I think I caught whatever you have last night," the panther croaked out, looking back at the bear.

"Oh, I'm so sorry, Baggy! I didn't mean to get you sick!" Baloo exclaimed in worry, lumbering up next to the panther and licking the top of his head.

"Don't be sorry. It happens, Baloo," Bagheera murmured softly, smiling up at the bear as he lay down. Baloo lay next to him.

"Of course it was like this. I feel perfectly fine now, as well! Just our luck, huh, Baggy?" The bear asked, sighing heavily.

"I suppose so. Maybe it's your turn to take care of me," the panther replied. A moment later, heavy chills racked his body, and he shivered intensely. "I'm so cold," he whispered.

"We can't have you outside, then. Come on, let's go back to the cave," Baloo stated, getting up and nudging the panther.

Bagheera eagerly followed his mate into the cave, and lay down in the intricate bedding he'd created the day before. Baloo lay next to him once more, and the panther nuzzled under his chin, purring happily. The bear chuckled, leaning into the touch.

"I'm glad I made that decision. I only wish I'd done it much sooner," Bagheera whispered, smiling softly.

"Yeah, me too. I probably should've said something when I saw you for the first time, I suppose," Baloo replied with a shrug. This caused the panther to look up at his mate in shock.

"Baloo, we met when we were but cubs! You mean to tell me that you've had these feelings for me for that long?" Bagheera asked in shock, not quite believing what he heard.

Baloo looked away, like he was embarrassed. "Um… yeah, Baggy, I have," he murmured, chuckling nervously.

"You could've told me sooner, Baloo. We could have worked it out quite a bit earlier than we did," the panther replied, resting his paw on one of Baloo's.

"I know, but I'm such a chicken about that. I'm sorry, Baggy," the bear apologized.

"Don't be, alright? That's in the past. I suppose we're going to have to make up for lost time," the panther remarked, licking Baloo's neck fur comfortingly.

"Alright then, Bagheera." The bear paused for a moment, looking over at the panther with the biggest smile on his face. "What did I do to deserve you?" He asked softly.

"I suppose I should be asking the same, old chap," Bagheera replied, leaning further into Baloo's fur.

"You're absolutely beautiful, Baggy, you know that?" The bear asked, causing the panther's face to heat up.

"T- thank you, Baloo. You're gorgeous, as well," Bagheera replied with a smile.

"Aww, you're too much!" Baloo remarked playfully.

"I'm only speaking the truth, Baloo," the panther stated matter of factly.

After a short moment of silence, Baloo cleared his throat to say something. "Hey… what are we going to tell Mowgli? Should we even tell him?" The bear questioned suddenly, causing the panther to furrow his brows in thought.

"I suppose he'll figure out if we don't. He's a smart boy, that Mowgli. He sees us as his parents, along with Raksha as well, so I'm sure it'll be fine," Bagheera assured his mate.

"Yeah, you're right, Baggy. I just worry so much when it comes to things that deal with the Little Britches," Baloo replied with a chuckle.

"That means you're responsible, and that's a very good quality to have," the panther replied goodnaturedly.

"Thanks, Baggy," the bear murmured sheepishly. "Hey, I'm going to go and get you something to eat. You may be sick in the stomach, but that doesn't mean you shouldn't have something. I won't go far, I promise," he stated, getting up. Bagheera immediately felt colder.

"Don't be long, alright?" The panther asked, shivering.

"I promise I won't be, Baggy," Baloo stated as he walked out of the mouth of the cave.

Bagheera sighed, putting his head down and curling up in the bedding as much as he could to stay warm. He hoped his new mate would be back soon, and hopefully with something he could stomach. When Baloo left, he immediately felt sick and miserable again, the headache pounding relentlessly.

He lay there for a little while, doing nothing but watching the cave entrance to see when his mate would return. He marveled at how much he realized he craved Baloo's company now, and even before they'd worked things out before. He'd always registered a distinct loneliness in his life, and now he knew why, and filled it with a big fuzzy bear.

A few more moments later, Baloo came lumbering back into the cave, a small pile of fruit balanced precariously on his back. Bagheera wondered how on earth he'd managed that feat.

"Here you are, Baggy! Breakfast!" The bear exclaimed, carefully getting the fruit off of his back and onto the ground in front of the panther.

Normally Bagheera wouldn't want fruit, but he didn't think he would be able to stomach any kind of meat at the moment. He knew Baloo wasn't able to, either.

"Thank you very much, Baloo," Bagheera said as the bear moved to lay down next to him again. The panther purred, the warmth seeping back into his shivering body.

"No sweat. Anything for my panther," Baloo murmured as the panther grabbed a green fruit, eating it slowly and deliberately as to not upset his stomach. The bear reached over and grabbed a banana, chewing on it thoughtfully.

When the two had finished their meal, nothing but a few discarded peels lying in front of them, Bagheera sighed contentedly, nuzzling into Baloo's neck once more.

"You are the most selfless and wonderful mammal in this entire jungle, Baloo," the panther stated confidently.

"Oh, Baggy, you're too kind to me," the bear murmured, embarrassed.

"I've become quite smitten with you now, you know," Bagheera replied, licking the side of Baloo's face lovingly.

"I have too, Bagheera. I couldn't ask for a better mate," the bear whispered, smiling softly.

"Neither could I." The panther yawned loudly just then, realizing that he was incredibly tired. "I know it is pretty early, but could we go to sleep? I'm exhausted," Bagheera murmured.

Baloo nodded, and the two settled into a more comfortable position, the panther on his side, his stomach pressed into the bear's side.

"Hey Baggy, is it safe to say that I love you?" Baloo asked after a moment if comfortable silence.

Those words sent a fierce heat into Bagheera's chest, and he grinned happily into his mate's side. "Yes it is, Baloo. And I love you too," he whispered.

The two then drifted off into sleep, glad to be around each other, and to be whole. Strange circumstances had certainly brought them together, but it was certainly meant to be, and both of them knew that for certain.