Disclaimer: I do not own Talespin! Now that that is out of the way, cue to theme music!

Ha, ha, ha, ha, ha!

Spin it!

Ooh, ooh, ooh, ooh, ooh, oohooh ...

Let's begin it.

Ooh, ooh, ooh, ooh, ooh, oohooh ...

Oh-ee-yeah, TaleSpin!

Oh-ee-yoh, TaleSpin!

Friends for life, through thick and thin

with another tale to spin

Oh-ee-yeah, Tale Spin!

Oh-ee-yoh, Tale Spin!

All the trouble we get in

With another tale to spin

Ooh, ooh, ooh, ooh, ooh, oohooh ...

Spin it, my friend.

Woo-hoo!

Oh-ee-yeah, oh-ee-yeah

Oh-ee-yoh, oh-ee-yoh

Oh yeah, oh yeah!

Oh yo, oh yo!

Spin it!

Let's begin it,

Bear and grin it when you're in it.

You can win it in a minute when you spin it, spin it, spin it!

Ha, ha, ha, ha!

So spin it!

TaleSpin!

Chapter One

The Red Sea Duck

Out in the middle of nowhere above the ocean, a group of warplanes were firing down on a yellow Conwing L-sixteen seaplane called the Sea Duck, which flew in circles through the air, trying to avoid the hailstorm of bullets from Don Karnage and his gang of Air Pirates.

"Hang on, Lil Britches!" yelled the pilot of the Sea Duck, a big gray bear named Baloo. He swirled the Sea Duck through the air, avoiding the rain of bullets that were coming their way. "Next time Becky receives a jewel shipment order, I'm putting my foot down!"

Baloo looked longingly at the red button over his head, this button activates the overdrive but sadly, it does not work anymore. He grabbed the microphone of the radio.

"Mayday, mayday, this is Baloo of the Sea Duck, we're being attacked by pirates!"

"What's your coordinate, Sea Duck?" responded a voice.

"Uh… What's our coordinate, navigator?" Baloo asked Kit, a small brown bear cub, who was wearing a green sweater with a blue and red baseball cap, which he wore backward. At the moment, he was sitting low in his seat with his arms over his head.

At Baloo's question, Kit raised his head a little and consulted his map and compass as fast as he could.

"Forty miles southwest of Louie's Place," Kit replied. And then, glancing up from his reading, he cried out: "BALOO, WATCH OUT!"

They were heading straight for a towering mountain that stood on one of the scattered islands below, and they were about to crash into it.

"YOWL!" cried Baloo as he pulled back on the flight stick with all of his might. The nose of the Sea Duck was turned upward toward the clouds, climbing up the side of the mountain. "Whew!" Baloo sighed with relief. "That was too close fer comfort."

A loud BOOM from below confirmed that one of the stupid pirates, Mad Dog didn't pull up in time and has crashed into the mountain and then—SPLASH! He and his war plane went plunging into the sea.

"Our coordinate is forty miles southwest of Louie's Place!" Baloo cried into the radio.

"Ten-four, I'm on my way,"

As they waited for the rescue person to come, they continued to swirl and evade the Air Pirates. They did not dare fly straight and make themselves an easy target for the Air Pirate. So they swirled and zigzagged, avoiding most of the oncoming rain of bullets

"Cape Suzette is an hour away, we'll never make it in time!" Kit cried helplessly, wishing he could do more for Baloo and the plane.

"This is Don Karnage here, speaking to you with my voice." Don Karnage spoke through their radio. "Surrender your jewels or be shooted down! I am sure the sharks are very hungry, yes-no?"

Baloo picked up the speaker and said. "Sorry, Karny, no can do. My boss will skin me alive if something happened to these jewels."

"Ooh, don't ever call me that!" Karnage growled. "You make me very angry! Well…I happen to noticed, Baloo, that you have that little runt with you, I'm sure you wouldn't want that boy to come to an unfortunate accident…"

Baloo growled angrily. "Listen here, Karnage, you leave Kit out of this, ya got that?"

"Ooh, temper, temper Baloo," Karnage taunted. "I will leave the boy alone in exchange for the jewels. So, what's it going to be, hmm?"

Baloo glanced sideways at Kit, the boy who means the world to him; he would even give up the Sea Duck for him.

Kit sat there, looking dejected and sitting low in his seat, his head bowed and his face hidden by the shadow of his cap. He hated Karnage using him as bait against Baloo like that. He could not help but to feel like a burden to Baloo. In his mind, he knew it was not true, but it still felt like he was.

Just as Baloo was about to give up the jewels, a red blur swooshed over them with supersonic speed, causing the Sea Duck to vibrate, jolting the whole plane!

"What was that?" asked Baloo, staring around for it, and then he saw it.

A red blur circled around the gang of firing pirates, making them so dizzy that they flew their planes into the ocean below.

Splash, splash, splash, splash, one by one, the Air Pirates, including Don Karnage, plunged into the sea.

"Who is that?" gasped Karnage as he looked up from his plane, floating in the gently in the watery waves.

The red blur suddenly dropped its' supersonic speed and red Conwing L-sixteen seaplane with orange flaming stickers on the front and on its wings came into view. Baloo gasped when he saw it.

"Kit, is that another Conwing L-sixteen?"

Kit looked at it, the plane was different in colors and style, but it was the exact replica of the Sea Duck in shape and design.

"Yeah, it is…" said Kit, looking at the plane in awe.

"Are you guys okay?" a voice asked from the radio, the same voice that has answered their distress call.

"Hey-hey." Baloo said cheerfully, talking into the microphone of the radio. "That was some flyin' you did, man. We're okay, but man oh man, do we owe you big time!"

"What is your name again, pilot?"

"The name's Baloo, the best pilot in the skies." Baloo said with self-pride in his voice.

"Uh-uh, sure." The person replied with sarcasm in his voice, which caused Baloo to glare at the red, flame-style Sea Duck replica through the windshield.

"Look," Baloo said defensively. "I could've clobbered those pirates if I wasn't concerned about my navigator's safety, I didn't want him to get hurt." The moment he said this, he wished he hadn't, because Kit was now looking even more dejected and stank still lower in this seat. He reached over and gave Kit a gentle pat on the head and reassured him silently that this was not his fault..

"Baloo, let's land so we can meet each other, face-to-face."

And with that, the red flaming Sea Duck replica lowered down toward a nearby island and landed.

Baloo brought the Sea Duck down to land next to the other plane.

The door of the red plane opened and a brown bear wearing a dark-brown pilot jacket and blue jeans hopped out. He was tall, thin and handsome with a red pilot scarf around his neck.

He tied his plane to a coconut tree and walked over to the Sea Duck where Baloo and Kit were getting out. He walked up to Baloo and held out a hand for Baloo to shake.

"It's nice to meet you, Baloo. The name's Mathew."

"Nice to meet ya, too Mathew." Baloo replied. "This here is Kit, my navigator." He said, placing a hand proudly on Kit's shoulder.

Mathew stared at Kit for a long moment, making Kit feel slightly uncomfortable.

"Your plane is a beauty." Baloo complimented, oblivious to Kit's slight discomfort. "It's just like the Sea Duck, even got the Super Flight One Hundreds and the Overdrive! It's not every day that I see another Conwing L-sixteen like the Sea Duck. What do ya call her?"

"The Phoenix," said Mathew, still staring fixedly at Kit, taking in every detail of his features. He forced himself to look at Baloo after spotting the nervous look on Kit's face. "What do you call your plane?" he asked, forgetting that he already knew what the plane was called.

"I call her the Sea Duck," Baloo replied, leaning over to kiss the side of the yellow plane.

"Nice name for a plane," Mathew stated. "So where are y'all heading?"

"We're headin' to Cape Suzette."

Mathew seems interested as he stole another glance at Kit. "The big city beyond the cliffs?"

"Yeah." Baloo said.

"Is there a job available there?"

"Dunno; I could ask Becky for ya."

"Okay, how about you lead the way to Cape Suzette, and I'll follow."

"Now just hold on. We just met you, how'd ya expect us to guide you to our home on such short notice?

"Baloo…" Kit whispered, pulling on Baloo's pilot jacket. "This guy just saved our lives; don't you think we owe him a favor? Beside, there's something about this guy, I can't put my finger on it, but something about him is…. familiar to me."

"Well," said Baloo slowly, glancing at Mathew and saw that his face was almost similar to Kit's. "He does kinda look like you, Lil Britches. Could you guys be related?"

"You guys know I can hear you, right?" asked Mathew. "These ears do more than just frame my face, you know."

"You look just like Kit," said Baloo, now looking at Mathew as if seeing him in a whole new light. "So we're wondering if you two are related."

Mathew looked down at Kit. "Is your last name Cloudkicker, son?"

"Yeah," Kit said, looking a little tensed, not knowing what to expect.

"Then yes, we are related." Mathew said, and without warning, he scooped Kit up in his arms and gave him a big bear hug. "...You're my son."

"Hey! Put me—" Kit started to protest, but then he froze at Mathew's last words. "...What…?" he said blankly.

"Kit, from what I've heard of you, you're a smart kid. So I think you can connect the dots here." Mathew said with a warm smile, gently stroking Kit's head. "We both love planes, we both enjoy cloudsurfing and we look alike. Granted my furs are a few shades darker than yours, but other than that, our resemblance is as clear as the big blue sky."

Kit leaned back a little in the bear's arms for a good look at his face. His facial features and hairstyle were all similar to Kit's. And then it hit him!

"D-Dad?" he asked uncertainly.

Mathew smiled broadly. "That's my boy, I knew you'd figure it out. You got your mother's sharp mind. She was a whole lot smarter than I."

Kit stared long and hard at him until he could no longer deny the fact that they resembled each other too much for it to be trickery or a lie.

"DAD!" Kit shouted with joy and tears in his eyes. He threw his arms around Mathew's neck and hugged him very tightly. "Dad," he sobbed. "Where have you been all this time?"

Mathew Cloudkicker sighed and looked over at Baloo who stood there, awestruck, his eyes wide and his mouth hanging open.

"I hope we got time for a story, because this one is a long one." He sat down on a rock and sat Kit on his laps. Kit still had his arms around his Dad as though unwilling to let go.

"Wait a minute, if you're Kit's Dad, then why was he considered an orphan?" asked Baloo. "When I first took him in, he told me he had no family and no home."

"Baloo, sit down, I'll explain everything." Looking down at Kit, Mathew said. "Kit, please do not ever think that I didn't want you. I love you so much, kiddo." His arms squeezed around Kit affectionately. Kit seems to like that as he was wearing a teary smile. "You were left in an orphanage shortly after your mother died. I was doing cargo runs at the time and did not know your mother had you so soon. If I have known, Kit, I would have been there to collect you and take you home. But since I wasn't there, those moronic doctors assumed your mother was single and they had no one else to contact. So they sent you to an orphanage. I broke the doctor's nose when I found out."

"Oh man. POW! Ha, ha, you showed him!" Baloo laughed, making a punching motion with his fist. "That's what I would've done if they took Kit away from me without my knowing about it."

"Trust me, Baloo, I know you would." Mathew said with a grin, and then he focus his attention back on Kit. "Kit, I've spent the last twelve years trying to find you, searching the skies, the seas and lands for you, I even had some exciting adventures along the way. But I didn't give up on you though. And then…Well let's step into the Phoenix, I'll show you."

He stood up and moved toward the red plane, holding Kit in his arms and stepped into the cargo area. Kit gasped, the walls were covered with posters of himself as Captain Kit Cloudkicker: Ace of the Skies when he performed dangerous cloudsurfing stunts at Daring Dan Dawson's Daredevil Air Show. The words "KIT CLOUDKICKER" was captioned on every poster.

"I watched one of those shows, and I gotta admit you were really good as you inherited my cloudsurfing talents, but the way you were doing it weren't safe, even I'd never done them unless I had to. You're lucky Baloo here came and saved you. I knew then that you were my long-lost son. All I had to do from then on was to narrow my search to the general area and look for a yellow Conwing L-sixteen."

"Oh, Dad." Kit was liking his Dad more and more, the longer Mathew talked. "Why did Mom died?"

Mathew's face saddened a bit. "Son, your Mom died after giving birth to you."

Kit bowed his head in silent grief.

"Kit, tell me, what have you been doing all these years?"

Kit gulped, not wanting to tell the tale.

Mathew hugged Kit even more deeply, causing Kit to feel the love he had desperately wanted for eleven years, up to the point where he met Baloo and Rebecca, they made him feel loved and wanted, but he has never known what it felt like to be loved and hugged by his own Dad. Now that he had experienced it, he realized that he has similar feelings toward Baloo, Baloo has been the closest thing to a Dad he has ever known, so even though he now met his Dad, he will still consider Baloo his Papa Bear.

"Kit," Mathew said, cupping Kit's chin up. "No matter what you've been through, I want to hear it."

"Uh, Mathew, Kit isn't comfortable about talking about his past." Baloo said from the cockpit, admiring the control panels.

Sighing in defeat, Mathew looked Kit in the eyes and said. "It's okay, you don't have to tell me, if you don't want to, but I'd really like to hear it."

"Have you really been looking for me?" Kit asked in an 'I-can't-believe-this-is-really-happening' sort of voice. "Even after all these years?"

"Of course, Kit. I would have search for twenty more years until I found you! So tell me, do the people at Higher for Hire treat you okay?" Mathew asked.

"Yeah, Dad, they're the best! Baloo even let me fly his…wait..." Kit said, suddenly suspicious. "How did you know I lived at Higher for Hire?"

"During my investigation, I found your school in Cape Suzette," Mathew turned, carrying Kit to the cockpit of his plane. "Although they did not let me see your records, since I couldn't prove at the time that I'm your Dad. But they did confirmed that you were a student there, and they told me that you lived at Higher for Hire. I was actually on my way there this morning, but then..."

"You saw me and Baloo taking off on a delivery and decided to follow us." Kit finished for him.

"Well yeah, since you were gone, there was no point in visiting Higher for Hire then." Mathew said, then he turned to Baloo. "Hey, Baloo, why don't you go on to Cape Suzette and I'll follow you."

"Okay, as long as Kit rides with me." Baloo said firmly, as he wanted to get to know the guy a little more before trusting him with his navigator.

There was a pained look in Mathew's face as he put Kit down. He knew Baloo had his best interest in Kit, but it was nevertheless painful for him to let Kit go after a twelve-year long search for him.

"Okay, he rides with you," he said, very reluctantly.

"Okay, come on, Lil Britches." Baloo and he walked out of the Phoenix and walked back over to the Sea Duck.

"Bye Dad, race ya to Cape Suzette!" yelled Kit as he dashed out of the Phoenix.

"Heh-heh, you're on, kid." Mathew chuckled. Even if I give them a head start, I'll still beat them with overdrive. he added in his thoughts.

"And no overdrive!" Kit yelled to him from a distance, as if he read Mathew's mind!

Mathew almost fell over in shock. Heh, I should have known… he is my son after all, and he's smart like his mother…

The Sea Duck took off into the air and the Phoenix followed.

Back at Higher for Hire, the phone was ringing off the hook. Rebecca Cunningham answered the call.

"Higher for Hire, how may I help you? –WHAT? ...You don't have your jewels yet? Well, I'm sorry, I'm sure my pilot is on the way…" Just then, she heard the Sea Duck approaching and she groaned. "I'll call you back." She then hung up the phone and marched out of the office. "BALOO! You got some explaining to do, buster!" She yelled, going right up to Baloo and jabbing him in the chest with a finger. "Why haven't you delivered those jewels yet?"

"Hey, lay off, lady. You're lucky I didn't lose 'em this time." Baloo said indignantly. "Oh, and another thing, Beckers, I'm never shipping jewels in my plane again, those Air Pirates nearly had Kit and me cornered like cat on a mouse!"

"Oh, not another one of your lame pirates stories again! And don't drag Kit into this! Keep this up, Baloo, and you're fired."

"But Miss Cunningham," Kit protested. "He's telling the truth, we wouldn't have been able to get away from them if it weren't for my..."

Rebecca was about to say something when she heard another plane approaching. Looking up, she saw the red flaming replica of the Sea Duck.

"Who's that?" she asked.

"...Dad! That's my Dad!" Kit answered excitedly, running off to the place where the plane was docking.

Rebecca blinked in confusion as she stared after Kit. "His…Dad?" she watched as Kit ran up to a tall bear with some similarities to Kit.

"Yeah, Beckers, he's the one who saved our hides from those Air Pirates." Baloo said before following Kit to the Phoenix. "And thanks to him, your jewels are still safe." he added.

Mathew stepped out of the Phoenix and was greeted by Kit, who jumped into his arms.

"Hey, Lil Buddy." Mathew said as he held Kit in his arms, giving the bear cub a hug.

Rebecca slowly stepped up to the father and son duo, looking Mathew up and down.

"M-Mathew?" Rebecca stared at him in disbelief. "Is that you?" How could I have missed it? No wonder Kit is so nice, even after a year of being with those Air Pirates! He's Mathew's son!

"Rebecca, is that you?" Mathew said, staring at her with a surprised look on his face.

"Yes, it's me." Rebecca said, blushing a little.

Mathew laughed. "You haven't changed a bit! You look as cute as ever!"

"Oh my!" Rebecca said, blushing a little deeper as Mathew called her cute. "Nor have you, well except you're a few inches taller."

Kit looked from Rebecca to his Dad and back again. "Uh, do you two know each other?"

"Know each other?" laughed Mathew. "We used to date back in high school! And she was my prom date too."

Kit glared at Rebecca. "You knew my Dad and you never told me?"

"Uh! I'm such an idiot." Rebecca said, smacking herself on the head. "Kit, I'm sorry, I didn't know. I don't know why I didn't see the resemblance before now, it's so obvious! You look just like him! You're sweet and caring, just... like… him. Oh, I'm so stupid!"

"Hey, take it easy Rebecca." Mathew said, sounding a little bit like Baloo when trying to calm her down. "We haven't seen each other in sixteen years, how were you supposed to know that I had a son? I was eighteen when we were dating, I got married when I was twenty and when Kit came along, I was twenty-two."

"How did you lose Kit, and what happened to your wife?" Rebecca asked, sounding concerned.

Mathew's face saddened, which made Rebecca regretted asking that question.

"My wife, Lilly died after giving birth to Kit, she lived just long enough to hold Kit and cuddle him and name him..." Mathew didn't go any further; it was too painful for him to talk about."

"Oh, Mathew, I'm so sorry." Rebecca said, looking at him with sympathy.

"It's okay, you didn't know."

"Well, since you found Kit after looking for him for so long, are you going to take him away?" Rebecca asked. She would hate to see Kit go, but at least he would be with his Dad and get to know him.

Kit's eyes widened and he looked scared at the idea of moving away from here. He looked up at his Dad with pleading eyes. Mathew looked down at him and seemed to read his expression all too well. He gave him a reassuring smile and a wink and Kit's fear of moving away ceased somewhat.

"Uh, actually…" Mathew said, and Rebecca remembered that tone; he had used it every time he was on the verge of asking for a favor or for cash, but he was very modest and humble about it. "Can I talk to you inside for a moment?"

"Um, sure." Rebecca replied, leading the way to her office.

Mathew put Kit down on his feet. "Hey, Lil Buddy, why don't you go sit in the Phoenix and try her out, okay?"

"Okay, Dad." Kit replied, smiling brightly. And he took off running to the Phoenix. He hopped into the pilot's seat and played with the flight stick, pretending he was flying.

Back in Rebecca's office, Rebecca seated herself behind her desk in a business-like manner and faced Mathew across the desk, who took a seat opposite her.

"So, what do you want to talk about?" asked Rebecca.

"W-well…i-it about Kit." Mathew stammered nervously.

"No need to be nervous, Mathew. Now speak freely, what about Kit?"

"Is he happy here?"

"I think it's obvious that he is." Rebecca said. "It's his home, he loves it here. If ever we were on the verge of going out of business, Kit would go to distance and beyond to try to keep it in business, though thankfully he didn't have to resort to the extreme…yet."

"It's for the best then." Mathew said, more to himself than to Rebecca.

"What's for the best?" Rebecca asked curiously.

"Well, if Kit's that happy here, I wouldn't want to take him away from here, it's his home…And if it's okay with you, I'd like to make Kit's home my home too, beside, I've seen how he bonded with Baloo, they're good buddies, and I wouldn't want to separate them…"

"You want to live here so you can be with Kit." Rebecca stated, wanting to get to the point of this conversation.

"Yes, I do." Mathew said, looking relieved that Rebecca caught on so quickly.

Rebecca chuckled. "I don't see why not, of course you can stay. Kit would love that."

"Thanks Rebecca, and uh, there's something else…"

"Oh? And what is it?"

"I-I need a job, is there a job available?"

"Hmm…" Rebecca said thoughtfully. "Not that I can think of…"

"Rebecca, if I may, can I suggest making me your second pilot? I mean, that way Higher for Hire can stay open twenty-four/seven. Baloo and I could take turns with the day and night shifts, if necessary."

"Hmm, I don't like the idea of either of you flying at night, but on the other hand, it would do wonders to my business. But Kit can't go with you at night, he has school and he only navigates for Baloo in the afternoon."

"I understand, and besides, I don't need a navigator. From my twelve-year long search looking for Kit, I know the world like the back of my hand. I know where all the places are, even at night time."

"Okay then, Mathew Cloudkicker, you're hired. Welcome aboard."

Rebecca and Mathew stood up and shook hands over the desk.

"Now, Mathew, I may not own your plane, but Higher for Hire will pay for repairs and fuel and everything else it needs to keep it going so you can make those deliveries."

"Okay, thanks for the job, Rebecca. Oh, wait till I tell Kit the good news."

"Mathew," Rebecca called before he reached the door. "If you need a place to stay, there's a spare bedroom upstairs. We only just now cleaned it out. You would not believe how hard it was to clean that room! Really, I don't understand how Baloo was able to get it so filthy! Anyway, it was going to be either Kit's new room or Wildcat's. But Kit seems contented with sharing a room with Baloo, and Wildcat seems happy sleeping in his hammock in his shed "

"Okay, thanks!" Mathew said with a happy grin. "Everything's falling right into place. I'm united with my son, I got a job and a place to stay! Life is good when you're around."

And with that, he left the building to spend time with Kit in the Phoenix, leaving Rebecca blushing at her desk.