"Backward, turn backward, O Time, in your flight make me a child again just for to-night!"-Elizabeth Akers Allen

The Museum-

"Waiter, I would like some wine," said the tiger with a barely concealed tone of annoyance.

"Baloo let me handle this," said Rebecca, "Sir, he's not a waiter."

The tiger raised an eyebrow skeptically, "Really now? He sure looks like one."

Rebecca watched as the pompous tiger walked off to a real waiter she then turned to Baloo, "Don't worry about him he's probably the only one who mistook you for a waiter."

"Something tells me he's not the only one," said Baloo as he saw a husband and wife in farmers clothing walk up.

"Ah waiter, do you have anything to drink?"

"Uh I'll handle this Rebecca," said Baloo, "I'm not really a waiter…I just look like one."

"Your going as a waiter?" asked the wife.

"No actually a Starrywood actor."

"Oh I see," said the wife who then walked away with her husband in search of a waiter.

"Rebecca, Baloo its picture time!" said Erin as she came up behind the pair.

The two of them followed the fox to a waiting photographer who was stationed in an alcove along the left wall. The short cat positioned both couples in front of a display of jack o'lanterns, scarecrows, and skeletons.

"Now lets get the four of you nice and close together, just like that, now say 'cheese'!"

"Cheese!" the quartet said. This was followed by a bright flash that seared Baloo's eyes.

"If we keep it up with these pictures I'm gonna have to get a pair of sunglasses!"

Erin rushed to the photographer's side and inquired as to when the pictures would be available. The cat assured that they would be ready in 10 business days.

"Oh I can't wait to see how it turned out!" gushed Erin.

"Good thing you ordered doubles, that way I can put one on the wall at the office," said Rebecca.

"Hey you guys, I'm not sure if you're aware of it but there is going to be a costume contest! Maybe we can win one of the categories!" said Taylor in a goofy sounding laugh.

"Yeah, I can win for being 'most mistaken'!" said Baloo.

"Oh don't worry Baloo, you look good enough to me!" said Rebecca.

Rebecca's comment caught the pilot's attention, Did she just say that I look good enough to her?

"Taylor dear, have you let your friends know the schedule?" asked Aunt Veronica.

"Oops I forgot!" said the absentminded fox, "We have to take our seats and then the museum's director and a few others are going to speak about the museum and then there will be a buffet followed by dancing and the costume contest!"

"Did you mention a buffet?" asked Baloo who's stomach was growling.

"Yes."

"How about some of those hours derv things?"

"You mean hors d'oeuvres?" asked Rebecca.

"Yeah those things."

"Well lets find a waiter hungry bear," she said as she looked at his white tux jacket, "A real one."

Downtown-

Don Karnage was now beginning to get annoyed. Some of his pirates had began to swipe candy from store fronts.

"You idiots do not do that! I don't need to have you attract attention to us!" yelled Karnage.

"But Capt'n I'm hungry!" complained Hal.

"You will be more hungry if you do not stop being idiotic! I will lock you in the brig and not feed you for a week!"

"Sorry Capt'n," said Hal lamely. He couldn't bear not getting any food.

"Now my pirates we must-," Karnage stopped in mid sentence as he saw a pair of policemen walking toward them, "Everyone be on your best behavior!"

"What do you mean 'best behavior'?" asked Thickblade.

"Act normal!"

"Does that mean we can attack the cops?"

"No you fool, act like one of these regular people!"

"Evening gentlemen," said the older of the two policemen, a middle aged pig.

"Great costumes, you look like real pirates!" said the younger policeman, a twenty-something dog.

"Thank you for the compliments!" said Karnage who watched as the two cops moved into the throng of people behind them. "That was close!"

A few yards behind the pirates the younger cop said to his older partner, "Boy they even smell like real pirates!"

The older cop laughed, "The one who did all the talking looked like a dead-ringer for that jerk Don Karnage!"

Higher for Hire-

Wildcat held open the door and allowed Molly to enter. The little girl had a small jack o'lantern basket filled to the brim with candy. The two had just returned from canvassing the neighborhood nearest the docks.

Molly looked at the clock on the wall and saw that it was barely after 8 p.m. "I'm not even tired Wildcat."

"Neither am I, I'm so awake I can stay up all night!"

"Let's go out again!"

"Your mommy wanted you back by eight. She said that she'd get after me if I didn't have you back here," the lion scratched his head, "But I'm not sure what she was going to get after me?"

"She won't be home until later."

"Not till real late."

"She won't know if we went out again," said the little girl with a sweet-as-can-be smile."

"Hmmmm you're right."

"I want to go where Kit and his friends went."

"Where did they go?"

"Downtown."

"We can't go downtown Molly, I'm supposed to keep you here until your mom picks you up."

Molly really wanted to go and follow Kit and his friends. She was a little bothered by the fact that they got to stay out later and as such she decided that she wanted to go and have more fun with them. She had to think fast.

"Wildcat, can we play hide-go-seek?"

"Sure!" said the lion who was always up to play.

"OK, you count first!"

"OK," said Wildcat who went to the wall, leaned against it and closed his eyes and began to count, "One, two, three…"

"Count to 100!" said Molly.

"OK," he answered, "Where was I?"

"You were on one!"

"Oh yeah that's right! One…two…three…"

With the mechanic counting Molly was able to quietly sneak out into the night.

4th Avenue-

"YIKES!" screamed Bert at the top of his lungs as he back into a fire hydrant and tumbled over head over heels onto his back. He landed with a thud.

Felix instinctively jumped back and raised his fist to defend himself.

Sam backed off five feet and took cover behind Felix.

Kit backed up a step and went to Felix's side.

Oscar promptly fell over onto his left side as the armor prevented him from making a quick escape.

The three standing boys were now face to face with their attacker: A figure in a white shirt partially covered by a blue tabard emblazoned with a large white Fleur d' Lis, a leather cavalier hat, complete with a blue feather, and a thin sword which was pointed at them.

"GOTCHA!" said the figure as he stepped under the glow of a street light and revealed himself to the boys.

"ERNIE YOU JERK!" roared Bert who had climbed to his feet.

"HAHAHA you guys should've seen the looks on your faces!" laughed the hyena, "What do you think of my costume?"

"I think it looks great…except for the jerk wearing it!" said the angry Bert.

The other boys yelled at their leader for freaking them out but they all had to admit, Ernie sure did go all out on his costume.

Ernie had managed to scrounge up enough allowance money and buy the necessary materials for his costume. An old leather hat from a thrift store, a reel of blue cloth from a yardage store which he fashioned into the tabard with some help from his mother, a pair of old black boots that once belonged to his dad, and a makeshift foil that was made from a piece of thin, cylindrical metal from the scrap yard next to the Jungle Aces club house, and an old metal ashtray that he found lying around the house. He put in a lot of effort into his costume and it showed.

Kit was impressed by the costume, "That's great Ernie! How long did it take you to do it?"

"A week and a half once I bought everything and put it together," said the hyena who was glad that Kit wasn't yelling at him for giving them all a shock, "The hardest part was doing the design," he said as he pointed at the white Fleur d Lis, "I wanted to make sure that I got the right size and that it looked good."

"What's with you trying to attack us Ernie?" asked Bert who was still steaming from Ernie's little stunt.

"I just wanted to make an impression!"

"How about I impress my foot in your-"

"Whoa whoa wait a minute guys!" interjected Felix, "Aren't we supposed to be trick or treating right about now?"

"Yeah let's get some candy fellas!" said Ernie who turned and trotted off down the street.

"You OK Bert?" asked Kit.

"I'll live but that little stunt of his gave me some bruises! I fell over the fire hydrant.

"I'll talk to him about it."

"No don't worry about it Kit. I'll be OK."

"You sure?"

"Yeah," said Bert who took off sprinting down the alley that Ernie had came flying out of.

Higher for Hire-

"97…98…99…100, ready or not here I come!" said Wildcat. He opened his eyes and looked around for Molly. The little girl was nowhere to be seen which was to be expected due to her small size. She could be hiding anywhere in the building. He went straight to the spare room and looked inside. No Molly. Then he noticed that the front door wasn't completely closed.

Molly trudged up the hill away from the company building. She had no idea whereabouts Kit and his friends were going to be at but that didn't deter her. Smiling she headed toward downtown not noticing that Wildcat had come outside and saw her turning the corner.

4th Avenue-

Ernie walked passed a alley on his way to a storefront that had a vendor selling candy when all of a sudden something jumped out at him.

"ARGGGGGHHHHH!" screamed the figure as he reached out and grabbed Ernie's left arm.

Ernie screamed in terror and fell to the ground. He drew up his makeshift fencing sword in defense.

"Gotcha!" yelled Bert who stood over Ernie with his hands on his hips, "How you like them apples?"

Ernie panted heavily, "Holy geez you startled me!"

"Startled? More like scared!"

"No no I'm not scared…you just gave me a little surprise," Ernie said as he stood up.

"BOOOOO!" someone yelled at the top of his lungs.

Ernie jumped away and spun around to see Sam who was now laughing.

"Why'd you do that!" Ernie asked angrily.

"Sorry, couldn't help it!"

The Museum-

"Wow there sure some high rollers here," said Baloo as he and Rebecca waited in the buffet line. He saw that the mayor was there along with several other politicians, a couple of rival newspaper owners, some local celebrities, and many other wealthy individuals including Oscar and Vivian Vandersnoot.

Rebecca noticed the Vandersnoot's, "Oh look Baloo, there's Oscar's parents."

Baloo looked over toward the entrance and saw the wealthy parents of Kit's friend. Mrs. Vandersnoot was resplendent as a Victorian Era lady while her husband was dressed in Victorian finery himself. The two were mingling with a husband and wife couple who were dressed as a mummy and witch respectively.

"I wonder if Mrs. Vandersnoot is on pins and needles about Oscar," said Baloo.

"Knowing her she's probably worried sick."

Vivian Vandersnoot was on pins and needles. She felt uneasy that her baby was out running around in the middle of the night with a group of rowdy boys. She felt that her son would have been better off at home where he would be safe. Unfortunately her husband had insisted that the boy be allowed out. It didn't help it that she was here at the ball either. Although she and her husband were patrons of the museum she felt that she should be out on the streets with Oscar. What if something happened to her little boy?

"Finally food!" said Baloo as he finally made it to the first buffet table.

Rebecca watched as the bear piled item after item on his plate, "Baloo other people have to eat!"

"There's plenty here for everyone."

"Not if you keep piling it up on your plate!"

Baloo could sense his boss distaste, "What do you want me to do?"

"Not be a glutton."

Baloo stopped reaching for more food and moved on toward a table, "OK I'll lay off the food, but if they're serving seconds then I'm getting more."

"There's going to be a lot of competition here for the contest," said Taylor as he sat down at the table, "I'm hoping Erin and I can win best couple!"

"I think we're going to get some tough competition from Frankenstein's Monster and the Bride," Erin said as she nodded toward a couple at a nearby table.

"How about your aunt and uncle Taylor?" asked Rebecca.

"Actually they're not in the running because their part of the museum committee."

"That's a shame," Rebecca said as she saw the two foxes talking with the mayor and his wife, "They look like they just left the Nile."

"Ahem," said a stout beaver in a white tuxedo top as he came up to Baloo, "You must be off your rocker to be eating on the job!"

Baloo looked at the beaver and said something unintelligible through a mouthful of food.

"On no," said Rebecca who jumped in to stop a scene from erupting, "He's not a waiter!"

The beaver blinked in surprise, "He's not? Then what is he?"

"He's my date."

"Well he looks just like one of my waiters!"

"Look, I'm going as a Starrywood star and this is about the umpteenth time I've been called a waiter!" Baloo said in an aggravated voice.

"Well, I uh, I apologize for my offense, forgive me," said the beaver who walked off.

"Maybe I should've worn something else."

"Aw don't worry about him Baloo, just enjoy yourself!" said Taylor, "It's Halloween it's time to have fun and act like a kid again!"

Baloo looked at the fox who was obviously enjoying being dressed up and acting like a kid again. Taylor was right, why shouldn't he enjoy himself?

Cape Park-

Gibber whispered into Karnage's ear.

"We are not lost!" snapped Karnage, "I know exactly where we are going!"

Karnage had led his troupe off of the busy avenue that they had walked through and into Cape Park. The tree lined park was filled to the brim with costumed people who were busy enjoying the festivities which included game booths, music, and food.

"Dat smell good Capt'n," said Dumptruck as he caught a whiff of food.

"Yeah Capt'n I'm hungry…and sore," added Maddog.

"You nincompirates! I am trying to lead us to riches and you two are too busy thinking with your stomachs!"

"Are we anywhere near the museum?" asked Hal.

"Let me see," said Karnage who walked to city park employee, "Park type person, where is the museum?"

"Which one?" asked the young employee.

"The art museum."

"Oh you're nowhere near it pal, its about a mile thatta way," said the lion employee as he glanced over his shoulder to the right.

"You mean we gotta go another mile!" complained Maddog who dreaded another step in his chains.

"That is unacceptable! We need to get there quickly!" said Karnage.

"Why do you wanna go to a museum on Halloween?" asked the lion.

"Der Capt'n wants to plund-OOF!" went Dumptruck as he received an elbow to the gut from Karnage.

"My friendly employee-type person, there is a costume party there and I and my noble friends are going to win best group costume!"

"Well if you want to get there quick then you ought to take a bus, there's one pulling in right now."

Karnage looked over to the street nearest them and saw a double-decker bus pulling in, "Gentlemens we are going for a ride!"

As the pirate costumed horde went off to the bus, the young lion called out to them, "Great costumes by the way!"

Washington Avenue and 8th Street-

Molly stood at a bus stop and had no idea where Kit and his friends could possibly be. The little cub was at the edge of downtown and noticed that there weren't too many people out trick or treating here. She debated going back to Higher for Hire or to her apartment but her sense of adventure kicked in strong. She knew that Kit and the boys were going downtown so she decided that she'd continue on her way there. Worse case she'd find her way to the museum where her mom and Baloo were, Kit might even be there, she had heard him mention the museum and that he might try and go there.

A bus pulled up and let out a couple of people. The cub climbed up without being noticed due to her short stature and the fact that the driver was too busy blowing his nose. She climbed into a seat and looked out the window. Wildcat was outside looking around.

"Uh oh," the cub said as she realized that the mechanic was on to her.

Wildcat was freaking out. Where was Molly? If her mother found out she had run off he'd be in big trouble. He looked around and saw a small face looking out of a bus window. It was a little fairytale princess.

"MOLLY!" said the mechanic who then began to run after the departing bus.

Cape Park-

Kit and his friends arrived at the busy park and took a few minutes to relax before they continued on. The cub was having a good time and his bag was nearly full. He reached in and pulled out a handful of candy and snacked.

"So where are we going after this?" asked Sam as he took a bite out of a candied apple.

"We could head back now," said Felix as he looked at his watch, "We'd be home before curfew."

"Curfew? Are you serious?" said Ernie in disgust, "Guys its Halloween! Forget about the stupid curfew we're not little kids we should be out having fun!"

"What do you want to do fearless leader?" asked Bert sarcastically, "Go and jump out at unsuspecting people again."

"Only if it's you Bert," said Ernie with a sly smile.

"Well it's only a little before 9, we could still do something," said Kit.

"See guys, Kit's got the right idea!"

"I can't be late," said Oscar, "Mother will be upset with me."

"Oscar's right if we're caught being out after curfew then our parents will bust us," said Sam.

"Besides guys there's going to be all grownups out after ten and no one will be giving out anymore candy," said Felix.

"You guys are a bunch of killjoys," complained Ernie.

Kit rolled his eyes as Ernie stepped into 'bossy' mode, "C'mon fellas lets head out, we'll take our time getting Oscar home that way we can get him back by ten and still have some fun, sound like a plan Ernie?"

"Well we do still got an hour… so why not?"

"You boys better get back home before I arrest you for breaking curfew!" said a gruff sounding voice.

The boys at once turned their heads in unison and saw a short police officer standing in the shadows.

"Uh…don't worry officer we'll be on our way!" said Bert in a nervous voice.

"Wait a second, aren't you Ernie Spiller?" asked the policeman.

Ernie's friends looked at him and he gulped, "Ummm uh…yes officer."

"I thought it was you, you little troublemaker!"

"Wha-what did I do?"

"Actually you did nothing, I just wanted to see your reaction!" laughed the policeman in a kid's voice.

Ernie recognized the voice immediately, "Jimmy you jerk what gives!"

"HAHAHA," laughed the leopard as he stepped out of the shadows, "I couldn't help it, I didn't want to pass up the opportunity."

"That's messed up."

"So you'd have done the same thing."

This was true Ernie would have definitely done the same thing, "Yeah, probably."

"So gonna introduce me to your friends?"

"Guys this jerk is Jimmy Leopardi, I used to go to his school until I moved."

The Jungle Aces traded greetings with the leopard.

"Hi Jimmy," said Kit who had met the paperboy a few months earlier, "How you been?"

"I've been good Kit."

"Why the police uniform?" Kit said with a grin.

"Yeah Jimmy what's with the policeman get up?"

"Oh this," Jimmy said looking down at his uniform, "I dressed up like this to tick off my old man."

Jimmy's father was Jimmy the Gent Leopardi, a top mob enforcer for Mafia boss Big Joe Pelicano.

"Why'd you wanna do that?" asked Bert.

"Cause he grounded my for two weeks cause I flunked a math test. Anyway his jaw about hit the floor when he saw my costume, he said, 'No son of mine is gonna disgrace my name by being a lousy flatfoot cop!"

"What's your dad do?" asked Sam.

"Contractor."

"Like a building contractor?"

"Not exactly," laughed the skinny leopard, "Well fellas I gotta get going, see ya around."

"See you Jimmy," said Ernie.

"Later Spiller."

Kit looked at his watch; it was 9:05. "Hey guys we got 55 minutes, we better get a move on."

"I'm getting sleepy," said Oscar.

"Yup, its time to get you home," said Felix.

As the six boys left the park they failed to notice that about 100 feet away Don Karnage and his men were taking a bus by force.

The Museum-

Rebecca looked out at the dance floor and saw Erin and Taylor. The two foxes were dancing to the live brass band that was providing the evening's entertainment. She smiled at the sight and then sighed, Must be fun. She then looked at Baloo and saw that he was chowing down on a slice of pie, Men.

Baloo finished his cherry pie and caught Rebecca looking at him. "What?"

"Oh, nothing," she said as she returned her gaze to the dance floor.

Baloo followed her gaze and saw that Erin and Taylor were dancing. He turned his attention back to Rebecca and saw that she was looking at him again. They stared into eachother's eyes.

Baloo took a deep breath, "You wanna dance?" Did I just say that?

Rebecca was surprised by Baloo's question, Did he just say that?, "I think I'd like that."

Both stood and Baloo slowly offered his hand to Rebecca. She took his hand and a jolt of electricity seemed to flow into him. He paused for a second as he registered this feeling then he led her out onto the dance floor.

8th Street and Market-

Wildcat panted furiously, he had been running after the bus that Molly was on and had fortunately caught up to it. The bus had been slowed by a traffic accident that blocked off the street. Two cars had collided and although it was a relatively minor accident without injury, it had cause traffic to slow to a standstill and in turn the bus had come to a full stop. At the moment a tow truck was moving one car away in order to open up the right hand lane. Wildcat walked up to the open door of the bus and looked in.

"You look like you've been running a marathon pal," said the burly ape driver.

"I feel like it," said Wildcat.

"Need a lift? Hop on."

Wildcat climbed in and walked down the aisle. He looked around and saw a little fairytale princess sitting by herself. "Molly I found you!"

"Hi Wildcat, did you count to a hundred?" she asked innocently.

"Yes but I thought we were going to play hide go seek in the office not in downtown."

"I must've missed that part!"

"Well I gotta take you back home before your mommy gets back."

"Oh this bus is going by the museum so we'll see mommy!"

The bus started to pull away.

"She said not to have you out late."

"Well the bus driver said that he'll go back to where I got on after we go by the museum," said the little girl with a sweet-as-can-be smile.

The lion smiled, "Oh that's great that means I won't have to run back!"

The bus continued on its way toward the museum.

The Museum-

Rebecca held onto Baloo as the two of them danced to the now soft music. She looked up to his face and saw that he appeared to be thinking about something.

"What's on your mind?" she asked.

"I'm concentrating."

"On what?" she said. A moment later he stepped on her foot, "Ouch!"

"On not doing that," Baloo said and cringed as he felt her foot under his, "Sorry bout that."

"Um its OK, but maybe I should take the lead."

"Boy am I glad you said that, dancing isn't my thing."

"I thought you liked to dance. Don't you dance at Louie's?"

"That's different, different music and nothing close like this."

"You want to sit down and take a breather?"

"I'm glad you said that!" Baloo said and then felt a tap on his shoulder. He looked over to see a weasel waiter looking at him with a puzzled expression.

"Hey no time for dancing bud, we got more champagne to serve!" said the waiter.

Baloo rolled his eyes and said a little too loudly, "I AM NOT A WAITER!"