Disclaimer: No money is made by this. All characters are owned by Disney. And everything is used without permission.

This fic is dedicated to all of the TaleSpin writers that have come before. They have given inspiration to me and countless other writers. Their works let this series be remembered long after it ended.

Chapter 1

Cape Suzette: August 28, 1940

It was early morning in Cape Suzette and the first light of dawn was just beginning to show through the curtains in the upstairs bedroom at H4H.

The calmness of the morning, however, was marred by the tossing and turning of a certain gray bear in a fitful sleep.

He just couldn't seem to rest peacefully after the nightmare that he had had.

It was the same one that had been plaguing him for nearly two weeks now. --- It was his fault, all his fault. He had almost killed the boy.

Two weeks earlier: Somewhere over the South-Pacific

"Man, what a week Lil' Britches." Baloo said as he kicked back in the pilot's seat, looking very exhausted. "Three pirate attacks in one week! Can you believe that? And those customs officials in Panda-La. What a pain, huh? What? Do they think we're unknowingly hiding a secret weapon, back there in those crates, that's gonna destroy their country or somthin'?"

Kit looked over at him with a raised eyebrow.

"Hmph. Well, that was just a fluke. I mean, what are the chances of that happening again?"

"Well, Papa Bear, I'm just glad we got our shipment there today."

"I hear ya, kiddo. One more lost shipment and ol-Beckers woulda had my hide."

"Speaking of that, maybe I oughta go back and clean up the cargo hold a little bit before we get back. You know how Ms. Cunningham has been about that lately."

"Yeah, I think she read about it in one of her stupid psychology books. You know, something like 'The Effects of Cleanliness and Employee Motivation - Volume 1. I can only guess what Volume 2 is gonna be. It better not be about bathing more often. Regardless of what that woman says, once a week is more than enough."

Kit made a slightly disgusted look that Baloo couldn't see as he got up. Just as he was walking into the cargo hold, he called back smirking, "I bet you wouldn't mind it too much if she decided to help with that part of your motivation though would ya?"

Baloo sat in shock at the boy's comment for a moment and then started to chuckle. 'Maybe that boy's been spending a little too much time around the crowd at Louie's.' He then thought back to a conversation that he had overheard Kit and his friends having the other day that had made him very uncomfortable. 'Or maybe he's just fifteen. Guess I can't keep him the same little twelve year old boy that I ran into a couple of years ago.'

Kit, on the other hand, had found his remark quite amusing. He never missed a chance to goad Baloo about the possibility of something between him and Ms. Cunningham. He didn't know much about love, but even a boy could tell that there was at least *something* between them.

He was still chuckling somewhat as he stepped up onto an empty crate to straighten some things on a shelf that was just out of reach when he heard the too familiar sound of bullets ricocheting off of the hull of the plane. Before the boy even had time to react, the plane had gone into a steep dive.

Losing his balance, Kit flew backwards and slid down the floor of the cargo hold on his back, eventually hitting corner of the doorframe.

Baloo knew in an instant his mistake. His heart stopped when he heard the sickening crack of the boy's head on the metal. The pilot wasn't even sure how it happened, but in the next instant the plane was sitting quietly on the open ocean. He didn't remember landing the plane, the only thing he remembered was kneeling over the boy.

He held the teenager in his lap rocking him like an infant while their plane was boarded. There wasn't anything to do about it, except wait for them to be finished. But his focus was on the boy, not them.

The only thing that Baloo faintly remembered hearing was someone saying "The fat bear doesn't even have any cargo for my beautiful-type self to plunder today."

And in an instant, they were gone.

Cape Suzette: Present day

Kit had been lucky. Very lucky. He had suffered a concussion and needed a few stitches, but that was it. He also had some short-term memory loss. But the doctors had told him that, in all probability, it would subside over time. The only long-term effect that he would suffer would be a lifetime of jokes about how hard his head must be. Told, of course, by everyone except the gray bear beside him now.

Baloo was still looking over at Kit as he slept. He just couldn't get over the crushing guilt that he felt. The fact that Kit felt no anger towards him what-so-ever made it even worse.

Just then Kit inhaled deeply and tentatively opened his eyes as he slowly started waking up. The smile that he gave Baloo when he noticed him looking made the bear feel even worse.

In that instant, Baloo made a silent vow to himself. He would never take the boy for granted again.

End of Chapter One