Friends in Need

"A friend in need is a friend indeed"-Unknown

Rebecca stood on the pier and watched in amazement as Wildcat repaired a vacuum cleaner with little effort. She looked into the open door of Wildcat's little place of residence and watched the mechanic repair her broken vacuum. The lion was a bit of an oddity to her. She knew he could fix anything that you put in front of him, but that wasn't what was odd about him. Wildcat appeared to always be clueless about the majority of things and he had a child-like persona. Despite this she knew he was the best mechanic around. He had a knack for solving even the most difficult technical problems.

"Here ya go Rebecca! It's all fixed up!" said the mechanic.

"Wow Wildcat, you fixed it in a couple of minutes," she said.

"Oh it was nothing and if you thinked your vacuum sucked before just wait to see how much it sucks now! Wildcat said cheerfully and completely oblivious as to how his words sounded.

Rebecca forced herself to stifle a laugh.

A few minutes later she asked Baloo about Wildcat.

"OK Baloo, tell me the deal about Wildcat," she asked.

"The deal about what?" asked Baloo who was loading up some crates that were marked for the Banana Republic.

"Well um, I was uh, wondering why…" she said and trailed off.

Baloo realized what she was going to ask and said, "You want to know why Wildcat is like he is right?"

"Yes that's it," Rebecca answered.

"Well me and Wildcat go way back, me, him, and Louie all grew up together, said Baloo, "Now we wuz working for a guy named Professor Ravenwood, a real great guy with a real good girl, anyway he designed airplanes and I did some flying for him and Wildcat did the fixin'. One day Wildcat was fixin a damaged propeller and he was fiddling around with the wiring and the darn thing started up and well…there's a reason why he always wears that visor and why he combs his mane the way he does…"

Rebecca gasped as she realized what had happened to Wildcat, "Oh my God, that's terrible!"

"He was out cold for a couple days and then when he woke up he was a little," Baloo paused as if searching for the right words, "Well, that's why he's like he is. The doctors said he was gonna be like he is now for the rest of his life, but it doesn't stop him from living. As a matter of fact he doesn't seem to notice anything is wrong with him."

"He's a mechanical genius," she said.

"That he is, and he'll always do his job. He's a great guy and a great friend, we're lucky to have him around," said Baloo.

Rebecca looked out the window and saw Wildcat greasing up the fittings on the Sea Duck's pilot's side door. She saw how dedicated the lion was to his job and to his friends and she smiled.

Kit stared down at the division problems that he had copied from the board and onto his paper with confusion. He knew how to add and subtract but this long division had him at a loss. They were harder than the multiplication problems that he had earlier in the class. The main problem was that these questions required too much work. He had to carry out several steps just to get to the answer which in most cases dragged on past a decimal point. He had 10 questions to answer by 11:50. After that Mrs. Morrisey would call for volunteers to write out the problems on the board. It was 11:25 and Kit had only answered 3 questions. He glanced across the table and noticed that Tommy Pachydermopolous was almost finished with his problems. The elephant seemed to be a math wiz. Kit looked back at his paper and began to the process to determine the answer of 456 divided by 30. 12:00 and lunch time wasn't coming quick enough.

"Are you understanding the questions Kit?" asked Mrs. Morrisey.

"I think so, but isn't there a short cut or something so I can get this done faster?" asked Kit.

Mrs. Morrisey gently laughed, "My heaven's Kit, there is no short cut in long division. You just have to apply yourself to the problem and then you can find the answer.

As the teacher moved on to another student Kit thought to himself, Forget all this drug out stuff! There's more to life than long division!

11:50 came and went and Kit was thankful that he hadn't been called up to write out his answers. He filed out into the hall with the rest of the herd and made his way to the cafeteria. He had an hour for lunch/recess and then it was back to Mrs. Morrisey's for history.

After eating his lunch, Kit was invited to play a game of dodge-ball. This was the first time that the other kids had said anything to him and so Kit had accepted the invitation. There were about a dozen kids in the group with two of the kids on the outside of the circle. These two, a large hippo named Felix Hipp and a gangly ostrich named Chip Ostreicher were hurling a red cherry ball into the center of the circle. Felix's throw crashed into the arm of a small rabbit named Sam Hopson who immediately left the circle. A throw from Chip came Kit's way but was intercepted by an athletic, yellowish-brown bear cub named Teddy Bearinsky. Teddy came out of Kit's peripheral view, leaped into the air, and snatched the throw from the air. He turned and ran out of the circle and was immediately replaced by Chip.

"See that's how it's done!" said Teddy with a voice full of cockiness.

A couple of girls, a bear and a badger, swooned over the athletic Teddy. Kit had gleaned that Teddy was the most athletic boy around and was the object of affection for most girls. The self assured cub pretended not to notice his fans, who in turn tried harder to gain his attention. Teddy then threw the ball with all of his might…right at Kit.

Kit saw the ball hurtling toward his face and he quickly jumped up. The ball struck his mid-rift and instantly he wrapped his arms around it.

The cocky look on Teddy's face vanished as he saw the new kid leap and catch his ball in mid air. It wasn't everyday that someone caught a Teddy Bearinsky throw. The new kid trotted out of the circle and took up a position next to Teddy.

"That throw had a lot of juice on it! I almost didn't keep a hold of it!" Kit said cheerily.

Teddy took Kit's genuinely friendly attitude as an offense and replied, "You got lucky, won't happen again!"

Kit watched as Teddy reluctantly ran back into the circle. "What's he so ticked off about?" he said to no one in particular.

"That's Teddy Bearinsky!" said the girl bear fan of Teddy, "He's such a dream!"

"Gimme a break," Kit said under his breath and shook his head. This guy's got his own fan club!

The game continued and Kit eventually had a ball intercepted by Chip Ostreicher. He now found himself among an ever dwindling number of targets. Soon it was only Kit and one other kid: the hyena from the day before. The hyena had been recruited to play and now the two newest kids were the only remaining targets. It seemed like an odd coincidence that it worked out this way, but as Kit was soon to realize, it was no coincidence.

A few minutes after the dodgeball game had begun a tiger and a panther had walked up to watch and had noticed that the two new kids were playing.

"Hey there's that little comic book readin twerp!" said the tiger.

"And the kid in the green sweater and backwards cap is his friend!" said the panther.

"He tripped you up didn't he?" asked the tiger.

"Yeah and now I wanna make him pay!" said the panther.

"I got an idea," said the tiger, "Let's go play!"

Before the other kids had been knocked out of the game, Kit had noticed that there were two newcomers. It was the tiger and panther from the day before. Oh great, I wonder what's gonna happen next, he thought.

The hyena noticed the two bullies at the exact same time that Kit had. He looked around and watched as the tiger and panther took up positions on opposite sides of the circle. He and the ball cap wearing bear cub were now trapped inside the circle.

"You know Baloo, I was thinking up some ideas on how to improve our business," said Rebecca.

Baloo cringed at the thought of another Rebecca scheme to make more money. Her first scheme came just a day after she had shown up and it involved a new paint job for the Sea Duck and a ridiculous pair of uniforms that made he and Kit look like a pair of soda jerks.

"Yer not gonna make me dress up again like some soda fountain jockey or hotel doorman again are ya?" asked Baloo.

"You never did explain what happened to them. Those were nice uniforms!" said Rebecca chastisingly.

"We ditched em'," answered the pilot.

"Why on Earth would you do that," Rebecca said angrily, "Those were nice new uniforms!"

"Nice? They made me and Kit look like a coupla saps!" said Baloo.

"Saps? No they didn't, they made you two look good!" she said.

"HA! If that's yer idea of looking good then I'd hate to know what yer idea of looking bad is!" said Baloo.

"Baloo, those cost money, so did the whole paint job. You're lucky the air pirates messed up the paint job, but the uniforms, well now that was negligence on your part!" Rebecca said angrily.

"So sue me Rebecca," he answered.

Rebecca glowered at the pilot and then calmed herself by mentally counting to 10. She took a deep breath and said, "OK, I admit it…the caps with the propellers did make you two look childish, but that's no reason to throw them away."

"Well don't waste money on anything like them again," said the pilot, "Maybe if we work together we can drum up more business. Then again, we've been doing pretty good the past week."

"Still, we need to stay ahead of the pack," said Rebecca.

"OK, so what're yer ideas?" he asked.

The red cheery ball came streaking toward Kit's face. The cub dropped to the ground and the ball hit thin air. He stood up and saw that the panther had recovered the thrown ball and now grinned menacingly at him.

"I toldja I'd see you in school!" said the panther who hurled the ball straight at him.

Kit jumped to the right and the throw sailed passed him.

The tiger retrieved the ball, aimed directly for Kit, and prepared to throw the ball. Suddenly the tiger swung around and launched his ball right at the hyena. The throw caught the hyena off guard and knocked him to the ground.

"Gotcha you little twerp!" shouted the tiger.

The hyena sat up and saw that the ball was rolling slowly by his feet. He grabbed it, stood up, and hurled it with all of his might right at the tiger. The tiger wasn't expecting the throw and ended up being beaned between the legs.

"OOOOFF!" gasped the tiger as he doubled over and went to the ground. The other kids who had been watching the game erupted into laughter.

"Hey Dwight, you OK?" asked the panther.

Dwight the tiger slowly stood and fixed an angry glare at the hyena, "Yer gonna pay!" With that he moved toward the hyena.

Kit watched as the little hyena stood rooted to the spot as the bullying tiger approached him. Although Kit didn't know the hyena he readied himself to jump to the boy's defense. Then the bell rang signaling that recess was over and that it was time to return to class.

"Recess is over!" shouted a female lamb teacher, "Everybody back to class!"

The tiger stopped and looked the hyena in the eye. "This isn't over!" Then he turned and walked away.

Kit watched the bully move off and then felt someone bump into him with enough force to spin him around. He turned and looked and saw that it was the panther. The white shirt wearing panther flashed him an unfriendly smile and walked off to join his fellow bully.

"Who are these guys?" Kit asked to no one in particular.

"That's Dwight Clawson and his buddy Keith Blackwell, their trouble and trouble's found you," said Tommy Pachydermopolous.

"Trouble has a bad habit of always finding me," Kit said to himself.

The rest of the school day progressed normally and Kit began to find himself settling in to school which was surprising to him seeing that it was only his second day as a student. Everything he remembered about the school at the Freeport Children's Home was coming back to him although he still wasn't wild about being here. He hadn't been flying for four days and he was itching to get back into the air. All of this school stuff was beginning to interfere with important stuff. To top it off he had math and writing homework.

"How's a guy supposed to do anything when there's all this homework?" he asked himself.

The bell that signaled the end of the day rang and Kit raced out of the room and down the hallway toward the stairs. Suddenly he tripped over something and went flying. He crashed into the floor and slid to a stop.

"Have a nice trip?" came a mean sounding voice.

Kit rolled onto his back and looked behind him. Keith Blackwell stood with his arms folded across his chest and a smile on his face.

Then someone shouted, "Hey let me go!"

Kit looked to his left and saw the hyena being yanked up by his overall straps. He was at the mercy of Dwight Clawson.

"Not a chance!" said Clawson who held the smaller hyena around for all the kids in the hall to see. "You shouldn't have pushed me loser!"

"And you shouldn't have taken my comic book you sonofabi…!"

The tiger looked as if he'd been slapped in the face, "What did you call me?"

"I called you a son of bi-OOF!" went the hyena as he received a blow to his gut. The hurt boy curled into a ball then went limp.

The tiger dropped the hyena to the ground, pointed at him, and said, "DON'T YOU EVER CALL ME THAT AGAIN!"

By this time Kit had had enough. All bullies were the same, they craved attention and the only way to show them up was to give them attention. He stood and rushed at the tiger. He caught the tiger off guard and knocked him to the floor which such force that they slid a few feet and stopped. Suddenly the crowd began to cheer Kit on.

"Way to go!" shouted a tall girl cheetah.

"Yeah buddy!" yelled a small dog.

"Hey Dwight, you don't look so tough now!" said a portly pig.

Dwight sat up in a daze. The blow that Kit had delivered had knocked the wind out of him. He'd never had anyone do that to him.

"Hey Clodhopper!" shouted someone.

Kit looked over his shoulder and saw Keith coming toward him. The panther looked like he was getting ready to kick Kit like a kicker would kick a field goal. Keith drew his leg back and prepared to deliver his kick to Kit's face. Then he went airborne. Someone had stuck their hands out and caught his legs and now he was flying toward the ground!

Kit saw Keith sailing toward him and quickly rolled to his side to let the flying boy go by. Dwight's eyes went wide as his friend flew toward him, "Oh shi…" was all he could get out before Keith landed on him.

The crowd of kids went wild as they saw the bullies collide. The noise in the hall attracted the attention of several teachers and a janitor who rushed out to investigate the ruckus and caused kids to scatter in the process.

The hyena ran to Kit's side and said, "Good thing you moved outta the way, otherwise you'd been clobbered!"

"You tripped him up?" Kit asked.

"It was that or let him kick you for a field goal!" said the hyena who wore a big smile of satisfaction on his face. The boy had a pair of reddish spots of fur on his face, one on each side that made him look like he was perpetually blushing.

"The four of you!" shouted a loud voice, "Get to my office now!"

Kit looked and saw Mr. Pomeroy standing with his hands on his hips. The principal had just happened to be going up the stairs and had followed the rowdy sounds of the kids. He was startled by the scene that played out before him as two well known bullies had been upstaged by the school's two newest pupils.

"I think we're in trouble," said the hyena.

The hands of the hulking track and field coach/shop teacher found their shoulders and yanked them back toward the stairs while the assistant football coach did the same for Dwight and Keith.

"Let's go!" said the principal.

As they were led away Kit looked over his shoulder and said to Keith, "By the way, it's Cloudkicker!"

Thankfully for Baloo, Rebecca's two money making ideas weren't as bad as he had thought. The first was a business card that she had had printed up specifically for her employees to disperse to different businesses and any other places where potential customers would be. The small cards had a sky blue background with the Sea Duck and a trail of white exhaust that formed the words Higher for Hire. Rebecca's name and business phone number were listed on the bottom of the cards. Admittedly, they weren't bad. The second idea was a Two for Tuesday deal that would let a customer ship two crates for the price of one. There was a small catch to this however in that there had to be a minimum of 10 crates or 1,000 pounds. Baloo figured that this option would bring in money despite the catch seeing as most hauls had over 10 crates.

"I got to hand it to you Rebecca, this isn't a bad idea," he admitted.

"See you don't always have to cringe when I have an idea Baloo," she said.

The phone rang; "Higher for Hire, bring'em by, we make'em fly!" Rebecca said cheerily.

Baloo laughed at Rebecca's little jingle, then he stopped laughing as he noticed the look on her face change from friendly to concerned.

"What do you mean he got into a fight? Is he OK?" she asked.

"A fight?" Baloo asked her.

"Hold on one moment please," Rebecca said. She covered the receiver with her hand and said to Baloo, "Kit got into a fight."

"Gimme the phone," Baloo said. Rebecca handed him the phone and he said, "This is Baloo Bruinwald, I'm uh, I'm Kit's guardian."

From her desk in the elementary school's office, Miss Largent spoke: "Ah Mr. Bruinwald, I remember you from yesterday. Kit and another boy got into a tussle. They and two other boys are here in the office. As per district policy we are to inform the parents…and guardians that they need to come and pick up their children."

"Is Kit alright?" Baloo asked not caring about school district policies.

"He looks fine to me," answered the secretary.

Baloo breathed a sigh of relief, "I'll be on my way."

As soon as Kit and the three other boys were led into the office, Mr. Pomeroy ordered them to stand still in front of his desk. He sat down and addressed the four.

"First of all, all four of your have disappointed me. You have broken school rules and have caused a major disruption, not to mention that you have caused emotional and physical distress to each other. Second," he paused and looked to Dwight and Keith, "You two don't learn do you? You just can't keep your hands off of others. Bullies are not tolerated in my school. One week suspension and two additional weeks of after-school detention."

"But Mr. Pomeroy!" pleaded Dwight who was cut off by the principal.

"Don't 'but Mr. Pomeroy' me young man! You have been warned in the past of your behavior and now you can pay the penalty. And as for you Mr. Blackwell, I am sure you're parents will be less than pleased to know that you've been acting up."

Keith began to tremble. His old man had no patience for any trouble makers and wouldn't hesitate to put the old belief of sparing the rod spoiling the child into action.

"What about these guys? They did stuff too," said Dwight accusingly.

"Watch your tongue Mr. Clawson," said the principal, "Their going to have three days suspension seeing as this is their first violation. Suspension plus a 5 page essay on 'Why it is important to obey the rules' due on Monday."

"Five pages? That's a lot," said the hyena.

"Make that ten pages for you Mr. Spiller," said Pomeroy who turned to Kit, "Is five pages sufficient Mr. Cloudkicker or shall we go to ten?"

"Five is good," said Kit. Good thing the hyena opened his mouth and not me!

The Principal's phone rang, "Yes? Good, go ahead and send in Mr. Clawson's mother."

With that the other three boys were sent to wait outside.

Kit now found himself sitting right next to the hyena boy. The boy appeared to be totally unconcerned with the situation and wore a smirk on his narrow face. The boy turned to Kit, stuck out his paw, and said, "Name's Ernie Spiller."

Kit shook the boy's hand, "Kit Cloudkicker."

"Oh so it's not Clodhopper like Keith said," said Ernie.

Kit laughed, "Nope, just Cloudkicker."

"Your pretty tough," said Ernie.

"You're pretty quick with your hands," replied Kit.

Ernie smiled, "These jerks picked the wrong guys to mess with!"

"All of this over a comic book," Kit said.

"Not just any comic book!" said Ernie, "It's the new issue of Bullethead!"

Kit was familiar with the jet-pack wearing superhero. He used his spare change to by the comic along with Flyboy.

"Good thing you jumped in when you did though, I don't think I could've gotten em' both myself," said Ernie.

Kit had realized that he was in this mess all thanks to Ernie. "You know, if it wasn't for you, I wouldn't be in this mess!"

"Hey, yer the one who tripped the panther up!" said Ernie.

"Like I coulda gotten outta his way!" said Kit.

The hyena smirked again, "Well, if it wasn't for me then you wouldn't be all hot stuff now for knocking Dwight over."

Kit looked at the hyena, who had folded his arms across his chest in a smug pose, and thought to himself, if it wasn't for you then I wouldn't be in trouble right now!

"Oh and by the way, we got three days suspension so you don't have to go to school!" added Ernie.

Kit's ears pricked up, Ernie was right, he now had three days off and knowing Baloo that meant that he could get back into the air.

"Ah Mr. Bruinwald, back so soon I see…What a surprise," Mr. Pomeroy said icily.

Baloo took off his red cap and said, "Kit was only sticking up for himself and the other kid against those bullies."

"True, but we have rules here and both Kit and the other boy broke those rules. I am giving Kit three days suspension as well as a 5 page essay. Make sure that he gets it done by Monday."

"Don't worry about it Pomeroy, I'll make sure," said Baloo who turned to leave.

"It's Mister Pomeroy!" said the irate principal.

"Well Kit, ready to go?" asked Baloo.

Kit looked up from his seat on the waiting room's sofa and said, "I guess you know about the suspension and the essay."

"Don't worry about it we've got an all day cargo run tomorrow!" Said Baloo who smiled as Kit's expression lit up.

As they left the office Ernie's mom arrived and went to her son, "Ernest! Are you alright? I came as soon as I heard."

"I'm alright Ma," said Ernie who cringed at the sound of Ernest.

Mrs. Spiller turned to Baloo and Kit and said, "I guess your boy got my son in trouble, you should do something about this!"

Baloo felt his anger rise, "Now wait one minute lady…"

Kit spoke up, "I just got caught in the middle!"

"What?" Mrs. Spiller said but was interrupted by her son who jumped off of the sofa and ran to her side.

"It's not Kit's fault Mom, the bullies were after me and one accidentally ran into him and they thought he was trying to help me," Ernie said, "And today he jumped in and helped me out."

Ernie's mother blushed, looked at Kit, and said, "Oh my, well I um, I'm sorry young man for blaming you. I guess I just got caught up in the moment."

Kit smiled and said, "It's no problem. Ernie just needed some help!"

She smiled warmly at Kit and then said to Baloo, "You have a very helpful boy."

"He's a great kid!" Baloo answered.

Ernie made eye contact with Kit and winked at him.

"Thanks!" Kit said to Ernie. The boy had just saved his chops from a big misunderstanding.

"This is so nice," said Mrs. Spiller, "Maybe our boys can be friends. Ernie is new here and doesn't have any friends."

"MA!" cried Ernie.

"Kit's new here too," said Baloo.

"Well I guess I'd better go see Mr. Pomeroy," said Mrs. Spiller who thanked Kit and Baloo and went into the Principal's office.

"Thanks for saving my fur!" Kit said to Ernie.

Ernie grinned, "Thanks for saving my hide!"

"Rebecca says I shouldn't be letting you come fly with me after the fight," said Baloo.

Kit looked from the side window to his Papa Bear and said, "Think she'll get mad at you for letting me come along?"

"Haha! Like that's gonna stop me. You wuz just stickin' up for yourself and that other kid, what's his name?" asked Baloo.

"Ernie," replied Kit.

"Right, Ernie. Rebecca did say that it was nice of you to stick up for him," said Baloo, "Hey don't you gotta essay or something?"

Kit sank into his seat and looked sheepishly at Baloo, "Uh well…"

Baloo let out a hearty laugh, "Don't you worry Lil Britches, don't do today what you can do tomorrow!"

"If that's the case Papa Bear you think I can catch some air?" Kit said.

Baloo looked at the mischievously grinning kid and winked.

The wink was all Kit needed to get him up and off toward the back of the Sea Duck. Baloo pressed the ramp control and Kit jumped out with the tow rope in one hand and with the other he fished out his air foil and clicked it open. The cub planted his feet and leaded back. He swayed himself to and fro and proceeded to do a complete 360. Baloo took the plane lower toward the sea, close enough to where Kit could see the white caps of the waves and several dolphins that were riding the surf toward their destination of Moola-Boola. Kit looked ahead and could see the tropical island and its towering volcano rapidly approaching. It was time to get back inside.

"Ah Baloo ol' buddy how goes it?" asked an overall wearing rabbit with a light blue scarf and a ball cap.

"Not bad Bobo," said the pilot who extended his hand out to the rabbit.

The rabbit shook Baloo's hand and then looked at the two folded $1 Dollar bills in his hand. "Local government raised the docking fees again. It's another coupla bucks."

Baloo smirked and then reached for his wallet. He withdrew two more bills and handed them to the rabbit. "Here ya go."

"And…," said Bobo, "The price of fuel went up 5 percent so I'll need that too so I can get you fueled up."

Kit watched as Baloo handed more money to the rabbit and was amazed that Baloo kept giving him money.

Bobo noticed Kit's expression and said to the boy, "Supply and demand son. When the price of one thing goes up, then everything else goes up too! It's the nature of the game."

A few minutes later Baloo and Kit had uploaded a shipment of fruits and now enjoyed some burgers and fries from a small, dockside restaurant.

"Baloo why is it that you just gave up all that money to that guy?" Kit asked.

"Bobo's a hustler and on this island you have to be. He's right about supply and demand. That's one lesson you probably won't learn in that school of your. At least I never learned it," said Baloo who added, "I figured you knew that already.

Kit swallowed a bite of his burger and said, "I know about supply and demand from," he paused. He almost said that he had learned it when he was living on the streets, but decided not to go into that. "I know how that works, but if he's your friend then why did you let him hustle you?"

"He and I go way back and its pretty much a little game that we play," said Baloo.

Kit looked at his friend and said, "I noticed that you don't hold school up real high."

"It had its moments but like I toldja, it can't beat real life experience." Baloo looked at his wristwatch and said, "We better get a move on. I promised Rebecca I'd get ya back early enough so you could start your essay."

"So much for 'don't do today what you can do tomorrow' "Kit said sarcastically.

A lot of excitement happened during the days before Kit went back to school. Rebecca hired Kit to watch Molly for a few hours while she and a very reluctant Baloo went out shopping. Rebecca figured that if Kit was suspended for a few days that he could help her out by babysitting her daughter. Kit jumped at the idea as a way to prove himself as a responsible person to his boss. However babysitting proved to be a lot more work than he imagined. Molly had turned out to be a rambunctious child who insisted on jumping off of a piece of furniture and landing right on top of him. A side trip to the Corner Store for ice cream turned into a race to catch up with the girl as she and her little red wagon rolled down toward the bay. In an unfortunate turn of events, his old comrades Maddog and Dumptruck had shown up in a small submersible. And if that wasn't crazy enough, a giant squid had snuck into the bay and proceeded to climb up the side of Rebecca's apartment building. It caused a lot of damage to the apartment and knocked Kit out onto a ledge as he tried to call for help. Thankfully Baloo had shown up and together they had dumped the large,Frosty-Pep loving, cephalopod onto the pirate sub. His babysitting job had become a fiasco and he was certain that Miz Cunningham would be upset with him. To his surprise she was very happy for him being so brave and saving her daughter and was quick to let him know that she would like him to babysit Molly again. Of course given the circumstances of his first babysitting gig, he planned to hold off watching Molly for a little while.

"Hiya Kit!" said Ernie who plopped down next to Kit at the lunch table.

"Oh hi Ernie," said Kit with a little hesitation in his voice. The hyena was nice enough, but Kit was a little wary of associating with him because of the incident of the last week.

"Get yer essay done?" Ernie asked.

"Yup, how about you?" Kit replied.

"I finished it right before I came here. Darn thing took me all weekend," said the hyena.

"At least you go it done," said Kit.

"What are you doing after school?" asked Ernie.

"Nothing that I know of," answered Kit.

"Good! Let's go to the Malt Shop!" said the hyena.

"Uh well," Kit began but was cut off by Ernie.

"I went there the Sunday before I started school. They got really good malts and stuff!" said the hyena who wore a big smile on his face.

Kit sighed lightly and figured that the boy wasn't all that bad and that it wasn't exactly his fault that he got into trouble. Maybe Ernie would be a good guy to hang out with so why not go along with him. "OK, that sounds good!"

Ernie smiled, "That's swell! I'll meet you in the hall after class!"

Kit and Ernie sat at a window-side table in the Malt Shop and enjoyed their beverages. Kit's was caramel and vanilla while Ernie had a chocolate one. The corner shop was a popular place for the students of the nearby Cape Suzette Elementary School. The checker-floored hang out was teeming with kids as well as a few adults who stopped in for a cold drink once their work shifts had ended. Kit liked the place the moment he had set foot in it and loved it as soon as he tasted his malt. This place had the best stuff this side of Louie's.

"Good thing I came with you Ernie, this place is great!" said Kit.

"Glad you came along Kit," said the hyena. "Sorry about my Mom getting mad at your Dad the other day by the way. She jumps to conclusions a lot."

"It's OK," Kit said. He got quiet as he realized that Ernie thought that Baloo was his dad. "Actually, Baloo isn't my dad."

"Is he your step-dad?" asked Ernie a little hesitantly.

"No, he uh, he's my guardian," said Kit.

Ernie furrowed his brows and then said questioningly," Guardian?"

Kit sighed, how would he explain this one? "Baloo has guardianship of me, it's a form of custody."

"So he's not related to you?" asked Ernie.

"It's a long story," replied Kit.

Ernie smiled, "You got somewhere to be?"

"Um, no not really," said Kit.

"Let's hear it," said the hyena.

Kit got quiet and thought out what he was going to say to the hyena cub. He had only known the boy for a day and wasn't 100 percent sure what to make of him, but he figured that he needed to make friends his own age if he was going to have a 'normal' childhood. Besides, from what Ernie's mom had said, Ernie didn't have any friends.

"OK, but you might not believe what I'm going to tell you," said Kit.

"Try me!" challenged the hyena.

Kit took a deep breath and began…

"A shipment of Fandango Mangoes to Hyena's Port, 4 crates of medical supplies to a village in Patagoita, a case full of prescription glasses to Myopia, and off all things a statue to a wealthy woman in Pazuza," Rebecca said.

"It'll be a busy week," grumbled Baloo.

"How often did you have a schedule like this when you ran the place Baloo," asked Rebecca.

"I never did. I liked to space my jobs out," answered the pilot.

Rebecca laughed.

"Whatcha laughin for?" asked Baloo.

"It's a business attitude like that that doesn't make money," replied Rebecca.

"Is money all you care about?" asked Baloo.

"No it isn't, but it's what keeps a roof over Molly's head and puts food on our plates. Besides Baloo, it keeps you Wildcat and Kit employed," Rebecca said. "Speaking of Wildcat, where is he? I haven't seen him all day."

"He's out looking for more parts for the Sea Duck," said Baloo.

"Where'd he go and why didn't he mention it to me?" Rebecca asked.

"He's at the scrapyard and as for not telling you, he just does things. He's, whats that word, protective?" said Baloo.

Rebecca laughed, "You mean proactive."'

"Yeah, that too," said Baloo.

Ernie kept quiet as Kit spoke and as soon as the bear cub had finished the wide-eyed hyena cub said, "No way! You mean to tell me that the two of you stopped the air pirates! That's unbelievable!"

"You don't have to believe me," said Kit who never expected to be believed.

Ernie stuck his hand out.

Kit looked at Ernie's outstretched hand and asked, "What's that for?"

"I want to shake the hand of the guy who saved Cape Suzette!" said Ernie. "I saw what you guys did and heard about it on the radio although they didn't mention your names!"

Kit hesitantly stuck his hand out and shook Ernie's hand. "Look, don't go telling everyone what I said OK?"

Ernie looked at Kit with an odd look and said, "OK, but why don't you want me to say anything?"

"Well it's, uh well I uh, you know uh," stammered Kit as he struggled to find the words.

"Spit it out Cloudkicker," Ernie said with a smile.

"OK, I'm just trying to be a regular kid. I don't need all the attention," said Kit. He had told Ernie about how he had never known his parents and how he had lived in the orphanage as well as his life on the streets and his and Baloo's battle against Don Karnage and his air pirates. Kit had, however, left out the fact that he spent time as an air pirate.

Ernie regarded Kit with a blank expression for a moment and then smiled, "That's OK Kit I see where you're coming from. I won't tell anyone. If there's one thing you can trust Ernie Spiller with its keeping a secret!"

"Thanks Ernie, I mean it," said Kit.

"No problem partner," said Ernie, "But you're not the only one who did something the night of the attack!" And with that Ernie told his story…

The night of the Air Pirate Invasion-

The night of Don Karnage's attack on Cape Suzette, 12 year old Ernie Spiller was busy disobeying his parents by being out of the house at night. The cub had been acting up since he heard that his parents were moving across town. He was told that he they would be moving shortly after the New Year and that he would begin school at Cape Suzette Elementary after Christmas Break. Ernie wasn't pleased with this seeing as he'd have to leave all his friends behind, actually his few friends, he wasn't exactly a popular kid at school. He had a couple of friends who shared his interests in comics, but he was by and large just another face in the crowd. He didn't like the fact that he had to move from the house he spent his life in, but his father took a city job with the Cape Suzette Port Commission and this facilitated the Spiller family move to an area closer to the bay. The move didn't set to well with Ernie who decided to vent some steam and go out downtown without his parent's permission. He knew his way around downtown fairly well because his parents often took him along for day excursions so he figured that nothing unforeseen would happen. The night started out typical enough, but Ernie and the rest of Cape Suzette were soon t be in for the surprise of their lives.

Ernie heard the faint rumblings of the cliff guns but didn't think anything of it. He knew that the gun crews scared off the occasional pirate but he was too preoccupied with the model train display in the window of Richelieu's Department Store. He thought that it would be something to hint at to his parents as a Christmas present. As he was watching the train pass under a bridge a new sound caught his ears. It was the sound of something big exploding. The startled cub spun around and saw an eerie orange glow from the cliff tops. To his amazement he saw a bolt of lightning streak down from the fog and hit the cliffs. The remaining cliff guns were firing wildly up into the fog and were quickly destroyed by additional lightning strikes. Soon an ominous sight emerged from the fog: a huge flying vessel entered the harbor. It could be only one thing: Air Pirates!

By now hundreds of people stood in the streets and watched as the pirate flagship crept closer to the city. In a matter of moments a group of fighter planes from the air base approached the great ship and opened fire. Over half of the planes were knocked out of the sky in seconds and the remaining planes scattered in different directions, having inflicted little to no damage on the ship. A few minutes later the ship hovered over the city and a voice called out from it:

"Attention, attention, hello wonderful people of Cape Suzette! Allow me to introduce myself; a man who needs no introduction: I am Don Karnage! For years I have tried to visit your fair city… But you have always shooted at me! Ahem, however now that I am here, you will hand over all of your valuable knickity-knacks to me. Okey-dokey? I didn't hear a yes…"

A sinking feeling developed in Ernie's stomach as the words sunk in. All around him people began to flee in panic and terror. The most feared people in the Pacific headed by their megalomaniacal leader had just annihilated the city's defenses and now were poised to plunder the entire city. The people of Cape Suzette were now at the mercy of Don Karnage and his minions.

A moment after Karnage finished introducing himself, a flash of lightning swept out of the pirate ship's open beak and slammed into a high rise. Flames erupted from the superstructure and debris rained down on the helpless people below. All around Ernie people screamed in abject terror and ran searching for cover. But the young hyena stood rooted to the spot. He couldn't bring himself to move. The scene unfolding above both terrified and captivated him. He watched as three more planes were blasted from the sky. Their pilots slowly drifted down on parachutes. Another loud explosion rocked a building less than a hundred yards from him and caused Ernie to snap out of his trance. He looked around and saw another bolt take out a bridge that was even closer to him than the building that was just hit. The strikes were getting closer. The cub took off at a sprint toward a subway tunnel and just missed getting pulverized by another hit that slammed into a bank. There was rubble and dust falling everywhere and it covered Ernie and turned his orangeish fur to a pale gray. He hacked up dust and jumped down the subway steps. He stopped halfway down and then went back up. He laid down on the steps and watched as the pirates began the next phase of the attack.

Ernie watched as the bomb bay doors of the Iron Vulture opened up and dozens of pirates rappelled down ropes into the city. The pirates stormed banks, jewelry stores, art galleries, and any other place that contained valuables. The pirates raged across town at will and easily overran the police who were overwhelmed by the sudden onslaught. It was pandemonium in Cape Suzette and there didn't seem to be anything that anyone could do to stop it.

Screams and cries for help caught Ernie's attention. The boy gazed across the street and caught sight of a couple of people who were half buried in the rubble of a building. No one was helping them. Something inside the boy clicked at that moment and he made the decision that he was going to do something about this. He may be just a boy in the middle of a disaster, but he had to do something. The cub sprung to his feet and ran toward the struggling people.

"Hey I'm here, don't worry!" said Ernie as he reached the half buried people.

The bloody face of a female badger peered up from the rubble. "Help me," she croaked.

Ernie immediately began to uncover the wounded woman. He dragged her to the sidewalk and propped her up. "Are you OK? He asked and then realized that he asked a question with an obvious answer, "What can I do for you?"

The woman looked up at him and said, "My daughter!"

Ernie gazed at the pile of rubble and jumped to his feet. The hyena dug and dug until he saw the curly hair of a little girl. She must've been 4 or 5 and looked up at him with wide, teary eyes. He looked at her and smiled. "Don't worry, I'm here to help!"

Ernie pulled the little girl out and carried her to her mother.

"Oh my baby!" said the hurt woman, "Oh thank you, thank you so much!"

Ernie blushed, "Uh, no problem!"

Sounds of more wounded caught Ernie's attention and the boy ran to help others. A few other uninjured people slowly crept out of the subway and joined Ernie in his efforts.

Ernie helped free four others before a pair of pirates ran down the street and charged into a jewelery store.

"Pirates!" screamed a lady dog.

Ernie and the others scattered for fear of being attacked. The cub ran down an alley and looked up at the sky. The Iron Vulture hovered there like some sort of winged predator that hunted for its prey. The ship had stopped firing its lightning weapon almost 10 minutes ago, Why did they stop firing? He wondered. A couple of minutes later something caught his eye. On the beak-like prow of the ship he could make out a group of figures. Suddenly someone fell from the vessel.

"OH MY GOD!" said Ernie as he watched a tiny figure plummet toward the waters of the harbor. He tracked the figure's rapid descent and then watched in amazement as the figure was snatched out of the air by a speeding yellow plane. "WOW," was all he could say.

After the pilot had made his miraculous mid-air rescue, Ernie went back to helping the wounded. Two hours later the yellow plane was back. A group of fighters flew from the airship and gave chase. Ernie watched the yellow cargo plane as it maneuvered between the buildings as it evaded its pursuers. In a few minutes the pursuing planes had been downed and now it was just the cargo plane versus the airship. The plane charged toward the Iron Vulture and took several direct hits. Amazingly the plane kept going toward the airship. The lighting gun kept firing until the plane flew into the airship's open maw. Ernie saw the lightning gun fall from the Iron Vulture and into the bay. It was followed by the badly damaged yellow plane.

"LOOK AT THAT!" a dog yelled and pointed toward the water.

Ernie looked to where the dog pointed and saw that the water's below the airship erupted in a towering explosion. The spout of water hit the falling plane and carried it toward the shore.

"Uh-oh," Ernie said to himself as he saw the water coming toward him, "I think its time to leave!" He took off running with a crowd of others and went inside an undamaged office building. He and two dozen others climbed the steps and made it to the fourth floor from where they watched the waters rage by.

"Hey look up there!" cried a lady hippo, "It's the Air Corps!"

Ernie pressed his face to the window and saw a squadron's worth of fighters coming in from the east. The aircraft headed straight for the Iron Vulture. They opened fire and caused damage to the vessels rotors. Slowly the great ship turned and headed out toward open sea with the fighters in hot pursuit. After it had gone and the waters receded, Ernie and the others went back down to the street. The hyena continued to help people out. If he was going to get in trouble for sneaking out, then he figured he may was well do his part and do some good.

Afterward Ernie was taken home to his hysterical parents by a police detective. His folks hugged him and then yelled at him. They were both elated that he was safe and were ready to ground him for sneaking out until the middle-aged detective spoke up for him.

"Mister and Missus Spiller, I'm Detective Jack Thursday, Cape Suzette PD. Your son is a hero," said the small dog.

"What?" Ernie's father Ernest Sr. asked.

"Your son is responsible for saving the lives of a few injured people. He was instrumental in helping with immediate relief efforts," said the detective.

"Ernie? Our Ernie, a hero?" said Mrs. Caroline Spiller.

"Ernest? but he snuck out without permission," said Mr. Spiller, "You mean Ernie really helped out?"

"He sure did. Now he admitted that he snuck out and I know he can't go unpunished, but go easy on him OK?" said Thursday.

Ernie's parents looked at one another and shrugged. His mother spoke, "We're so proud of you Ernest!"

"I'm so glad you're safe son and your Mom and I are proud of you" said Mr. Spiller, "But you're grounded until Christmas, fair enough?"

Ernie hugged his parents and said, "Fair enough." He glanced at Detective Thursday and mouthed, Thank you.

Thursday looked at the worn out boy and his equally worn out parents and winked. A lot of people had stepped up and helped out during the attack and this boy was one of them. He was a bonafide hero and no grounding could take that away from him. Thursday smiled at the relieved parents and their brave boy and then he headed back to the station. There were captured pirates to book.

Kit listened intently to Ernie throughout his recounting of his actions during the attack. The bear cub knew that there were a lot of people who braved the devastation to help their fellow citizens, but he hadn't actually talked to anyone who he knew was one of those people. He was impressed by the hyena who sat before him. Ernie came off as a little quirky and even slightly obnoxious, but Kit felt respect for him.

Ernie watched as Kit stuck out his hand. "What's that for?" he asked.

Kit smiled and said, "I just want to shake the hand of a hero!"