Karnage's Revenge

by Ann29

As preparations are made for Higher for Hire's one year anniversary celebration, Don Karnage makes his own plans to plunder Cape Suzette and to get even with Baloo for messing up his best schemes.

3. Baloo Curtains?

Karnage's Revenge
Part 3

Returning to Kit and Buzz

Bear and bird snuck into a room off the port bow. As a precaution, Kit shut the door and shot the bolt across. In this little room was a table. On the table was a grey suitcase-sized, metal box making a terrific racket. A high-pitched squeal that set one's teeth on edge. The machine had two dials on the front and a rectangular window with 'blizzard' showing in red letters. On the backside, a fan spun around; it was a mere blur. A cadet-blue canister of Frigid-Air was hooked up to one end of the machine. On the opposing side of the machine from the Frigid-Air was a metal pipe, which ran from Charley out the window. From out of this small tube spewed fifty mile-per-hour winds and blowing snow.

"Wow!" Kit shouted over the noise, hands over his ears. "That thing's worse than fingernails on a chalkboard!"

"Oh, that's easy to fix." Buzz extracted a screwdriver from his vest pocket and tightened a screw. Immediately, the noise subsided to a quiet whirring. "Kit, meet Charley."

Skirting around the canisters of Frigid-Air, Kit's eyes flitted over the weather machine in awe. "How can such a little thing like that create so much snow without any clouds?"

"Oh, that was a brilliant breakthrough. Mr. Khan was extremely pleased with my discovery that cold steam could be transformed into precipitation and wind using only a generator, a hair dryer, a fan, a few hairpins, and lots of duct tape."

"This belongs to Shere Khan?" There was indeed an black, encircled 'SK' engraved on the top of the machine: Shere Khan's official emblem.

"Charley was originally intended for a few well-paying customers so that they could ski whenever they wanted. But last week Don Karnage broke into my secret lab, stole Charley, and kidnaped me. I'm afraid Mr. Khan's customers will be very, very angry with me for the delay."

"Is this the only prototype?"

"Yes, but the master blueprints are locked up safe in Mr. Khan's safe. I can always make another one."

"First, we have to deal with this one, Buzz. Can you figure out how to turn it off?"

While Buzz opened a panel in the body of the machine, Kit fiddled with the knob that said 'weather setting'. On the rectangular screen, these choices popped up: showers, rain, snow, hail, blizzard, breezy, hurricane, monsoon. As he turned it, Kit marveled at the change in the weather emanating from that small tube. "This would be great for getting a day off from school whenever you wanted."

"Oh, no!" Buzz's voice echoed inside of the machine. "The pirates have broken the trans-conductor subducer."

"What does that mean?" Kit said, peeking into the machine's innards over Buzz's shoulder.

Buzz pulled his head out from inside the machine. "Nothing good. Once it runs out of steam, it will implode."

"Implode?" Kit squeaked. "We learned about that in science class. Doesn't that mean that it will collapse on itself like a black hole, sucking everything into it?"

"Not exactly, Kit," Buzz reassured calmly. "It will merely suck air into itself, and, consequently, the Iron Vulture. Eventually, it will explode, causing a really big mess."

Wryly, Kit remarked, "That's a relief. Can you fix it before it does that?"

"I'll see what I can do."

Kit flipped the dial to 'breezy'. "Gee, whiz!" he gasped sardonically, watching with satisfaction as the snow production slowed down, then stopped altogether. The skies cleared, and the snowy city of Cape Suzette once again became visible. "I wonder what could have happened to Karnage's blizzard? You really shouldn't let kids play with stuff like this."

Iron Vulture's Hangar

"Ollie-ollie oxygen free!" Don Karnage called in a sing-song voice. "We just want to talk to you, Bahloo."

"Yeah, right, Karnage-ee," Baloo panted under his breath. "You lie like a rug." He was finally at the door that opened onto the beam. He tentatively crawled out onto it. The steel rafter stretched horizontally across the very tip-top of the hangar and was about five feet wide, plenty wide to traverse, but still... Baloo looked down and whimpered. His vision blurred for a second, then cleared. Don Karnage and Rebecca were as tiny as ants. The CT-37s appeared to be the size of Kit's models. "Man, this is completely an' totally nuts! But if I don't do this, Becky's a solid goner." Taking a deep breath, gathering up his courage, he crept to the middle of the beam, pushing the coils of rope before him. "I'm definitely askin' for a raise after this is over."

"Come out, come out where ever you are, Bahloo." Karnage's tone, which up until now had been playful, turned threatening. "Right this very second! Or the bossy business lady will taste my sword." He plucked a hair from Rebecca's head and cut it in two with his sword to prove that his blade was sharp. "I am not splitting hairs, and I don't mean the little hippy-hoppy, furry kind."

"Don't do it, Baloo!" Rebecca shouted. "Hey! Watch where you're sticking that thing, Don Garbage!"

"You are not in the position to give out the orders. I am in charge here, remember that, bait." He pressed the sword into her skin, causing her to cry out with fright. Backing up towards the wall, dragging Rebecca with him, he punched the bomb bay door release with his elbow. Accompanied by an ear-splitting, pulsing alarm, two large doors swung open in the floor, allowing them a glimpse of the swirling blue ocean below. Karnage was so intent on capturing Baloo that he didn't notice that it was no longer snowing. "It will be so easy to dispose of your lifeless body after I have kill-ed it, Re-beck-ka! Yours and Bahloo's. One little push and bye-bye, so long."

Rebecca gave a horrified gasp. "You're a barbarian!"

"Thank you." Karnage took it as a compliment. "I try very, very hard to be."

Baloo unscrewed a nut from the rafter and flung it across the hold where it pinged off something. Don Karnage spun around towards the noise. "Ah-ha! I hear you, Bahloo," he said in a triumphant sing-song voice.

Baloo threw another nut, this time in the opposite direction.

Karnage spun around, a trifle confused. The confusion only fueled his anger. "Argh! No more ring-around-the-rosy games! Since Bahloo is too much the scared chicken to rescue you, Ree-beck-ka, I will just have to keell you. Just as well. I was going to keell you later or sooner. Any last words, Ree-beck-ka? But cut it short!" Karnage chuckled at his own ironic joke. "Get it? Cut it short?"

"That pun was bad," Baloo groaned, "even for Karny. Time ta drop in on the party."

Quickly, he knotted the ropes together. Then, he secured the middle section to the beam. One end was wrapped several times around his waist.

"Hurry it up to the point! Get on with the last requesting-thing there. I haven't got all night!" Karnage demanded of Rebecca. "Or rather, you don't have all night!"

"Well, here goes everythin'." Baloo shoved the remaining, loose coil over the edge of the rafter. It unraveled until it dangled a mere two feet above Karnage's head. Using that rope to hang onto and a safety rope around his waist, Baloo descended hand over hand as quickly and quietly as he could.

As he did so, Rebecca recited her last requests. Her eyes flitted from the sharp blade close to her neck to the ocean below as she choked out in a trembling tone, "Baloo, if you can hear me, I want you to take good care of Molly. Make sure she does her homework, doesn't eat too much junk food, and brushes her teeth every night. And," Rebecca sobbed, tears flowing freely down her cheeks, "tell her that I love her very, very much."

Baloo released his grasp on the rope and twisted around to murmur quietly into her ear, "Tell her yourself, Becky."

At the sound of his voice, Rebecca looked up, feelings of relief and amazement flooding her being. "Baloo!" She beamed through her tears. She knew without a shadow of a doubt that she was safe now. She wanted to latch onto Baloo's hands that were reaching for her and be pulled to safety, but Karnage had her arms pinioned to her sides.

"BAH-LOO!" Karnage snarled. All of the world's hatred was infused into those two syllables.

With one deft slice, Karnage severed the rope that connected Baloo to the rafter. The big bear plummeted towards the open bomb bay doors, yelling, "Whoa-oh-oh-oh-oh!"

"Baloo!" Rebecca jabbed Karnage in the stomach with her elbow, causing him to release her with a wheeze of pain. In one desperate move, she slid on her stomach, lunging for Baloo, and caught his hands just before he disappeared into the ocean far below.

"Hee-hee," the pirate gloated, watching Rebecca's struggle to haul Baloo up. His bulk was almost too much for her to handle. It was drawing her over the edge. "Thees is my lucky-duck day! I take over Cape Suzette plus I get to keell two annoying birds with one small stone, proving that nasty not-niceness pays off."

"Don't leggo, Beckers!" the big bear whimpered, casting a frightened glance over his shoulder at oblivion. "I don't wanna be fish food!"

"I'll never let go, Baloo!" Rebecca cried vehemently. The bearess gritted her teeth, dug in her feet, and yanked with all her might on Baloo's hands, but his fingers were slipping from her grasp.

"The suspense! It is but wonderful!" Karnage interjected with a gleeful giggle. He paced around the bears, heartlessly reveling in their struggle to stay alive. "Either you fall to your deaths in the depths, or I will slash you to bits with my sword. Which will it be?"

"You forgot option number three, Don Garbage!" came Kit's voice across the cargo hold. He lobbed his open airfoil at Karnage's head. It whizzed across the room like a boomerang.

Too late, Karnage reacted. The airfoil bonked him squarely on the forehead. The air pirate slunk, unconscious, to the floor.

Baloo was astounded by the turn of events. "Kit! What're you doin' here?"

"Saving you. I thought you could use some help." Kit reached down and grabbed onto Baloo's shirt. Together, he and Rebecca hauled the pilot into the cargo hold. They leaned against each other, dazed and exhausted for a short moment.

"You sure thought right, Kid. Where's Buzz?"

"Left him with Charley."

"Who's Charley?" Rebecca cried.

"Tell ya later, Miz Cunningham." Kit scooped up his airfoil, then hit the bomb bay door button again, causing the doors to swing shut.

"Thanks, guys." Baloo gathered them both in a hug, which they held for a while.

"C'mon, crew, we gotta skedaddle back ta Buzz before Karny..."

They spun around only to find Karnage standing in their way, a scowl etched on his face. A murderous scowl. In his right hand was his saber. His left hand held a pistol. "Before I do what?" He spit on Baloo's cheek with the 'T' in 'what'. "Finish the train of thought, future victim."

"B...b...b...before ya wake up," Baloo concluded lamely.

"You were going to scamper away like the little chipmunks without saying toodle-loo? I am truly hurt, Bahloo!"

Baloo gulped, pushing Rebecca and Kit behind him protectively. He distrusted the nice, sleek tone in Karnage's voice even more than his usual insolent snarl

"That will never do. After all, we've been such close bon amis over the years. I think our...friendship...deserves a better ending than that, yes but no? Choose your weapon."

"Huh?"

"Do not play the incense with me." Matter-of-factly, Karnage explained, "I am a pirate. You are my enemy. We will fight to the death. It's the pirate law."

"T...to the death!" Baloo shrieked, aghast. "No way, Karnage. I don't do death."

"I tell you that today you do do death. Which of these lovely instruments of destruction do you preference?" He offered Baloo both the sword and gun.

Baloo, who detested weapons of any kind, shied away, shaking his head. "I'm not gonna fight you."

Don Karnage turned dangerously angry. "You dare refuse me? Me? The eighth plundering wonder of the world?"

"Baloo!" Rebecca murmured hastily, tugging on the big bear's arm. "Fight him, or he'll kill you."

"Doncha mean 'and', Becky?" Baloo whispered over his shoulder. "Fight him, and he'll kill me? This is whatcha call a lose-lose-lose situation. I'll lose my life, an' you an' Kit'll lose yours. Three strikes, an' we're all out."

Karnage retorted restlessly, "Enough talking in front of my back!"

"Okay, Karny, but before I fight ya, I wanna ask one question."

"Yes," Karnage snapped impatiently, tapping his foot, "what is your piteous, little, pointless question?"

"What the heck is your problem?"

That was definitely the wrong thing to ask!

Karnage's face grew crimson. "YOU, Bahloo! YOU are my problem!" The grown pirate captain, who prided himself on possessing poise under pressure, hopped up and down like a three-year-old throwing a temper tantrum. "YOU always mess up my grandest schemes! YOU always cause damage to my aircrafts! YOU always make me look stupid!"

"Don't take much for that last one," Baloo mumbled under his breath.

Karnage forced the point of his sword under Baloo's chin, prompting a collective gasp from the trio of bears. "But YOU will NOT be my mucho grande problemo for much longer. Choose your weapon, Bahloo."

"No." Baloo crossed his arms and set his mouth resolutely.

"Fine. I will choose for you." Karnage forced the gun into Baloo's hand. "Take what I give you...take, take! Ready...set..."

"Oh, wow! What's that over there?" Kit cried, pointing to the opposite side of the hangar.

Karnage fell for the oldest trick in the book. He spun around. "What? Where? Who? And sometimes why?"

"Use the gun, Baloo!" Rebecca hissed.

Baloo looked at the gun in his hand. He hated guns. He couldn't shoot anyone, not even a cheap crook like Karnage, so he smacked the pirate over the head with its handle with a loud 'thwack'. For the second time in ten minutes, Karnage slumped to the floor.

Kit sprinted down the nearest corridor, shouting over his shoulder, "Pull chocks!"

Baloo grabbed Rebecca by the wrist, and they raced after the boy.

Karnage awoke to see his arch-enemy getting away. He pushed himself up on his elbows. "Now I am the steamed veggies!" He shot at Baloo, but was so dizzy that he missed. The bullet hit the floor at Baloo's feet instead. "Stand still and fight like a man, Bahloo! Ohhhh..." He collapsed again.

Five Minutes Later

Kit, closely followed by Baloo and Rebecca, skidded down the hall and screeched to a halt in front of the room where Charley was located.

"In here!" Kit said.

Baloo turned the knob. "Sure this is the right room, Kit? It's locked," he panted, still holding tightly to Rebecca's paw.

"Locked?" Rebecca herself tugged on the knob.

"Oops. Forgot about that. I locked the door to keep the pirates out." Kit pointed to a grate in the wall over the door. "Give me a boost, Papa Bear."

The big bear easily lifted Kit up to the grate with an "Upsie-daisy." The boy disappeared inside, the grate clanking shut behind him; and, a moment later, the door opened.

Baloo and Rebecca quickly entered and quietly closed the door behind them. The weather machine continued to hum, but Buzz was nowhere in sight.

"Where's Buzz?" asked Baloo.

"He should be here, Papa Bear. I left him not ten minutes ago."

Buzz popped up from behind the machine with a wrench in his hand. "Did someone say something?"

"Did you get Charley fixed yet?" Kit inquired, running over to the inventor.

"That's Charley?" Rebecca cried in amazement, taking in the small invention.

"Actually, it's the Portable Wind Velocitizer and Precipitation Producer," Buzz clarified.

Wearily, Baloo and Kit chanted along with Buzz, "Or Charley for short."

"Well, Buzz?"

"Well, what?" Buzz gave Baloo a blank stare.

"Charley! Is it fixed?" Baloo snapped irritably.

"Yes and no."

"Here we go," Baloo groaned, rolling his eyes.

Buzz informed them, "It's fixed in the sense that it's fixed to implode."

"Implode?" echoed Baloo and Rebecca, sharing a look.

"Explode backwards," Kit explained.

Buzz tapped the pressure indicator on the Frigid-Air tank. The needle was precariously close to zero. "From the amount of steam that's left, I calculate that we have approximately five minutes before it implodes. Maybe more like three-and-a-half."

Grasping Rebecca's hand again, Baloo cried, "Oh, baby! We gotta vamoose outta here!"

Kit turned on his heel and ran. Baloo and Rebecca did likewise, leaving Buzz standing there. The inventor whipped out a notepad and scribbled furiously. "Nose warmers!" he exclaimed, extremely pleased with himself. "I've done it again!"

A disgruntled Baloo snatched up Buzz by the arm and carried him off.

Our gallant heroes raced through the Iron Vulture, sprinting up countless flights of stairs. Finally, they reached the trapdoor that exited to the landing strip where the Sea Duck was stationed. Baloo, who was the only one tall enough to reach it, pushed up on the door, but the metal flap wouldn't budge. "Another locked door!"

"There aren't any locks on the trapdoors; at least, there didn't used to be," Kit informed them. "Someone's probably standing on it."

"Well, then we'll just wait until they move," suggested practical Rebecca.

Mingled voices and heavy footsteps pounding on the stairs below warned them that the pirates knew that their prisoners were escaping.

"We got no time to wait!" Baloo gave an extra hard shove on the door, sending the pirate standing on it tumbling off with a loud thump.

"Now you've done it, Baloo!" Rebecca whispered sharply.

"Me? What'd I do?"the big bear whispered back.

Poking her finger at his chest with every syllable, she snapped, "Only alerted every pirate up there that we're down here, that's what!"

"Wait a doggone minute, Becky!" Baloo spat in a rather loud voice. "I..."

"Guys, keep it down!" Kit hissed, peering down at the dimly-lit staircase. The pirate voices and clanking footfalls were growing closer. Luckily for them, stealth was not in the air pirate repertoire. "Escape now. Fight later."

Baloo studied the trapdoor. Suddenly, his face lit up. Snapping his fingers, he said, "Crew, I got a plan. Buzz, gimmee that apple-picker."

"What does picking apples have to do with escaping?" Buzz asked, bewildered.

"Watch." Baloo lifted Kit to his shoulders.

Kit opened the door a crack and peeked out. The Sea Duck was only a short way away. There was no one to impede their hasty exit. Just as soon as Kit was about to call out, "All clear," he was looking down the barrel of a rifle.

"Hey, hold it right there!" On the other end of the rifle was a small black canine wearing a tartan tam and sunglasses. Kit wasn't fooled by the dog's size; he knew that Jacques - more commonly known as Scottie - hid a dangerous deadly streak underneath that cool manner.

"Okay, I'll hold yer gun for ya if ya insist, pal," Baloo said. With a push of a button, the white-gloved hand shot out and grabbed the barrel of the gun and pulled it down into the Iron Vulture.

"Give that back!"

Baloo winked at Kit, and Kit winked back. They knew exactly what the other was thinking. With a second push of a button, Baloo released the gun from the apple-picker's hand into Kit's paw. The boy pointed the gun at Jacques, saying, "Sorry, but you didn't say 'Simon says'."

When Jacques was playing tug-of-war with Kit over the gun, he failed to notice the trapdoor swinging up towards his jaw until it was too late. The force sent Jacques sailing across the landing strip.

Kit hoisted himself out of the Iron Vulture and then gave Rebecca and Buzz a hand up as Baloo lifted them to the surface. Kit and Rebecca assisted Baloo through the opening. They all ran towards the Sea Duck.

Higher for Hire

"Eep!" Molly, lying flat on her stomach, slouched further under the desk when one huge

yellow eye appeared at the window. The dark pupil looked up and down, right and left, taking in the entire room.

"Molly!" yelled Wildcat. "Yoo-hoo! Mollycat!"

"Wildcat?" Molly answered back, greatly relieved to hear her friend's familiar voice. "Where are you?"

"Here. Open the door."

Tentatively, Molly crept across the office, turned the doorknob, and opened the door. Upon seeing the huge sea monster, she recoiled behind the door. Gathering up all of her courage, the seven-year-old peeked around the door, murmuring questioningly, "Wildcat?"

Wildcat peeked around Teela's head. "Hi! That storm blew in a real, live dinosaur! Pretty neat, huh?"

Because the sea monster didn't look too scary despite its colossal size, and because Wildcat had made friends with the animal, Molly cautiously, slowly reached her hand out to pet Teela's nose. She was surprised to find that the sea monster was warm. When Teela purred, the little girl giggled with delight.

"Oh, by the way, her name's Teela." Wildcat patted the sea monster's neck fondly.

Molly smiled at the sea monster. "Hi, Teela. I'm Molly. Can I take a ride, too?"

"Sure. Climb on."

Teela bent down, and Wildcat boosted Molly up, placing her in front of him. Molly, straddling the neck, gently took a hold of the 'mane' to keep her balance.

"Whoa!" Molly breathed, feeling her stomach drop out from under her when Teela gradually raised her head. She looked down. She could see the tin roof of Higher for Hire. All of the tin roof. She was on eye level with the windsock, er...where the windsock used to be. "We're up really high!"

"Sorry, Mollycat, but the snow went away."

"That's okay, Wildcat, but the air pirates are coming in!" Molly pointed to a fleet of CT-37s that were flying from the Iron Vulture's beak. Her young, agile brain devised a plan. "I've got an idea, Wildcat!"

"To buy more jelly beans?" Wildcat turned his empty pockets inside out.

"Uh-huh. Do you think Teela can swipe at the airplanes as they go by? Like in that movie we saw last week with the big gorilla?"

"Did you hear that, Teela?" Wildcat asked.

The sea monster nodded her head. There was an understanding and pleased gleam in her yellow eyes. It was going to be a delightful pleasure to give the air pirates a taste of how they treated her. When a light maroon CT-37 got too close to her, she clamped her mouth around its rudder.

"Hey, vhat gives?" Dumptruck said, confused. "Why aren't I moving?" He looked behind him. Seeing the sea monster, he shook his fist and shouted, "Bad snakey! Naughty snakey! Let go, or Captain Karnage will punish you!"

With Wildcat and Molly cheering on, Teela shook the plane like a puppy shaking a toy and tossed it over her shoulder. Dumptruck's trademark "Whooo-hoo-hoo-hoo-hoo!" could be heard as the plane spun out of control, skipped across the ocean four times, and sunk.

"Yay!" Molly laughed, clapping her hands. "Do it again, Teela!"

Iron Vulture

Just as our gallant heroes had scrambled into the Sea Duck, Charley gave out a great, pulsing wheeze - chugga, chugga, chaahhhhh... - like a steam locomotive stopping. The fan ground to a halt with a squeal of metal on metal and began to spin in the other direction, gaining momentum with alarming alacrity. Sucking air into itself (and whatever happened to be in that air - birds, clouds, insects), Charley swelled like a water balloon.

In the Sea Duck, Baloo flipped switches as fast as he could. The port engine, then the starboard, started up. Air pirates with guns poured out of the trapdoors and shot at the Sea Duck's fuselage.

"Great. Now, we get ta be target practice," Baloo grumbled, taxiing the seaplane down the runway away from the pirates.

At that moment, the suitcase structure of the weather machine began popping apart at the seams. A metal rivet shot across the room. Streams of air seeped out from the cracks. Then, when it couldn't get any bigger, it blew with a deafening 'BANG!' The violent explosion sent the Iron Vulture rocketing across the harbor, over the cliffs, and out across the ocean. The air pirates who had been firing at the Sea Duck were thrown to the deck. They clung to anything they could to avoid being blown off. The Sea Duck shot off the end of the receding Iron Vulture.

"Ha! Ha!" Baloo laughed, circling the Sea Duck around to see the Iron Vulture's rapid departure. "Guess those pirates are gone with the wind."

"Not all of them, Papa Bear," Kit reminded as CT-37s dove at them, guns blazing.

Iron Vulture

"Captain, what are we going to do? What are we going to do?" demanded Hacksaw, shaking the limp form of the pirate captain.

"You are going to stop shaking me, you simpering simpleton!"

Hacksaw immediately dropped Karnage back to the deck and ran off, hysterically screaming at the top of his lungs, "We're doomed!"

Putting a hand to his sore head, Don Karnage regained consciousness only to find utter chaos. The weather machine had backfired and was blowing the Iron Vulture out to sea. The pirate crew was running about like chickens with their feathers in a knot. But worst of all, Baloo was nowhere in sight.

He got to his feet and hurried to the cabin, shoving every pirate that got in his way. He looked out the large stained-glass window in the bow only to see a speck of yellow - the Sea Duck - escaping. "Aargh! No! No! No! That fat pilot has done it again! He has ruin-ed my perfect scheme! It's not fair!" Seizing the intercom microphone, he commanded, "After that meeserable Bahloo! Attack the Sea Duck and shoot it down! Destroy it! Blast that bear into a million, trillion, bite-sized bits!" Then he threw the microphone across the room for good measure.

Seeing the remote control lying on a table, he snatched it up and headed to the hangar to his personal black-and-red tri-wing CT-37. It was payback time!

Sea Duck

"Get back to the cargo hold, an' strap in with Buzz, Becky. This is gonna be one bumpy ride," Baloo ordered, maneuvering the plane right through the fleet of CT-37s, playing a game of air chicken. The pirate planes scattered like bees before a flyswatter.

"No," she protested, with a belligerent shake of her head. "I got you into this mess, and I want to help you get out of it."

"You'd help by gettin' back there!"

Bullets whizzed through the cockpit and Rebecca dropped to the floor to avoid them.

Baloo shouted over the din, "Yeowch!"

"Baloo!"

"You okay, Papa Bear!"

Rebecca and Kit turned frightened eyes towards the big bear, fearing the worst. There was a bullet-sized hole in the pocket of his shirt near his heart, but no blood, as they were relieved (and astonished) to see. Steering with one hand, Baloo drew a little black box from the pocket. A bullet was lodged in the box's lid. Keeping his eyes on the sky, he removed the bullet using his teeth, spit the bullet on the floor, and flipped open the lid to inspect the contents. "Good. It's okay."

"What's that?" Rebecca murmured, her eyes growing larger as she leaned over the seat to get a better look at the diamond ring inside the box.

"It's a ring."

"I know it's a ring, but why are you carrying a ring in your pocket?" she persisted.

Baloo placed the box in her hands, saying sheepishly, "It's, uh, for you...if ya want it. Um...if ya want," he gulped nervously, "me, that is, Rebecca." With a smile mingled with hope and shyness, he gazed deep into her eyes with an expression that clearly stated 'I love you'. Nothing more needed to be said.

Rebecca glanced from the diamond to her pilot, her eyes shining with unshed tears. "Oh, Baloo..." Happiness and relief overwhelmed her. This meant that she didn't have to hide her feelings for her pilot anymore.

More bullets flew through the cockpit, ricocheting off of the ceiling, floor, and control panel. A line of bullets cut through the radio, causing a few wires to sizzle.

"You picked a terrible time for a proposal," Rebecca laughed ruefully, wiping tears from her cheeks.

"It wasn't s'posed ta be like this, Becky." The Sea Duck rolled over repeatedly. "I was gonna take ya out to a nice dinner at the Copabanana," the Sea Duck dove sharply, causing two CT-37s to collide with each other; "then a walk through Cape Park in the moonlight. Ya know, Beckers," the Sea Duck artfully zigzagged between two CT-37s, "set the mood for the big question."

The seaplane looped around a pirate aircraft and Rebecca clung to Baloo's elbow to steady herself. She giggled, "This seems like a more natural setting for us, though, Baloo. Just out of curiosity, when was this big date supposed to be?"

Baloo shrugged. "Whenever I mustered up the nerve."

"Nerve?" Rebecca scoffed. "You saved me from Don Karnage, foiled his plans to take over Cape Suzette, you're flying circles around these pirates, and you had to muster up the nerve?"

"That's a diff'rent kind of nerve." He missed crashing into a CT-37 by mere inches as he put the plane through a Baloo Barrelhouse Backwards Roll. "Can we talk about this later, Becky? I'm kinda busy here. If ya won't get to the back, strap in with Kit, Sweetheart. It's time for some serious flyin'."

Rebecca wedged herself sideways into the seat next to Kit and fastened the seatbelt. Baloo dove the plane down, down, down towards the ocean, gaining speed. The bearess, however, wasn't paying much attention to the pilot's aerobatic maneuvers. Rebecca studied the beautiful diamond ring for a few seconds; she passed her fingertips over the dent in the lid. She shuddered to think what might have happened if Baloo hadn't been toting that ring, if he actually had been shot through the heart... She then glanced over Kit's head at Baloo, who was intently focused on performing his famous Pelican Dive. With a smile, she slipped the ring on her finger. It fit perfectly.

Kit, divining her decision, hugged her. The boy beamed from ear to ear as he rested his chin on Rebecca's shoulder. He couldn't wait to call her 'Mom'.

Rebecca returned his hug and kissed the boy on the cheek. Just before the Sea Duck hit the ocean, Baloo pulled down on a lever to elevate a flap, causing the plane to pull out of the steep dive, skim the ocean's surface, and soar away. Two pirates who weren't so lucky slammed into the ocean.

"Have a nice swim, fellas!" Baloo grinned triumphantly over at the navigator's seat. "Those pirates can never seem ta get the hang of that."

Rebecca and Kit returned his smile; Rebecca held up her left hand, wiggling her fingers to show him the ring on it.

Baloo blinked a couple of times before it sunk in. A radiant smile slowly spread across his face before he could finally squeak out, "Really, Becky?"

Rebecca nodded her head, arm around Kit's shoulders. Her broad smile mirrored Baloo's. "Really, Baloo."

"YAHOO!" Elated, the big bear increased the seaplane's throttle. With a quick burst of speed, the Sea Duck gained altitude to do a Baloo Corkscrew, which evolved into every acrobatic trick that he knew. The remainder of the CT-37s - all two of them - crashed into each other, and, consequently, the ocean.

"Ha! Ha! We ditched those pirates but good!" With the victory over the pirates and Rebecca's acceptance of his proposal, Baloo felt like he was on top of the world. Everything was going his way. Or was it?

Kit glanced out the window. His smile faded. A red-and-black CT-37 was hurtling right at them at a reckless speed. "Not quite, Papa Bear. Bogey at twelve o'clock!"

"Huh?"

A volley of gunfire blasted through the cockpit, causing the bears to cringe in their seats.

"Man, what's got Karny's engines in an uproar?"

"You're still alive, Baloo," Rebecca replied, struggling to keep her voice calm; she failed miserably. She hugged Kit so tightly that her arms ached.

Baloo performed every trick to shake off infuriated, livid, enraged, just plain ticked-off Don Karnage. Nothing worked.

All of his plans had fallen to pieces, like usual; therefore, Karnage was mad and nothing was going to deprive him of the complete and total annihilation of his arch-nemesis. Guns blazing, he swooped down over the seaplane, tattooing two rows of bullet holes in the fuselage.

"Maybe I can lose him in town!" Because the Sea Duck had no guns, Baloo had to rely on his fast reflexes. He hoped that Karnage couldn't follow him through the maze of skyscrapers in downtown Cape Suzette.

As the Sea Duck flew towards the Cape Suzette cliffs and to safety, Baloo gasped, "Hey, what gives?"

The control yoke moved on its own volition. It set them on a collision course with the cliffs themselves.

"Pull up, Baloo!" Rebecca screamed, still protectively embracing Kit. The boy buried his face in her shoulder, yet was unable to tear one eye away from the quickly approaching cliffs that were going to be their certain doom. "Pull up!"

"I'm tryin', honey!" Eyes shut tight, teeth clenched, the big bear strained all of his might against the steering yoke, but the Sea Duck wouldn't respond.

"Try harder!" Rebecca shouted, her voice quaking with fear.

In a split second, Baloo and Kit realized what must be wrong with the Sea Duck. They exclaimed simultaneously, "Karnage's remote control!"

Kit slipped from his seat and began combing the cockpit for a suspicious-looking object, anything that might be linked to that remote control.

"It's me that Karnage wants," Baloo reasoned. "Becky, you an' Kit gotta jump."

"Not without you, Papa Bear," Kit said quietly, but decisively.

"But...but yer sittin' ducks in here!"

"We'll be sitting ducks out there, Baloo. Do you honestly think that Don Karnage will let us float to the ground without taking shots at us?" Rebecca stated in a curiously calm manner. In defiance to Baloo's suggestions, she hung onto the armrests. "We're staying and that's that."

Kit, who was on his hands and knees at Rebecca's feet, nodded in agreement. "I second that, Baloo."

"Thanks, guys," Baloo whispered, furtively passing the back of his hand over his eyes.

Rebecca stuck her head out the open starboard window only to see Don Karnage pull a bazooka from the CT-37s' innards. "Oh, no!" she shrieked.

"We do not need another 'oh, no'!" Baloo said, returning to his struggle to bring the Sea Duck back into submission. "We got enough trouble without 'oh, no'!"

"I have you now, Bahloo! This time, I will have the last ha-ha!" maliciously chuckled Karnage, peering through the bazooka's ocular sight. He had a perfect shot of the seaplane.

Seven hundred yards, six hundred yards...the Sea Duck hurtled straight at the massive cliffs.

Karnage's index finger paused for a second on the trigger as he reveled in the well-deserved, long-anticipated victory.

Four hundred yards...three hundred yards until the Sea Duck smashed into the cliffs.

"I love you, Baloo. I love you, Kit," Rebecca said, her voice infused with tears as she lightly caressed Kit's cheek. She gave the boy a wan smile; Kit smiled up at her with false bravado and briefly hugged her legs before returning to his search. Under her breath, the bearess whispered to herself, "I love you, Molly. You'll always be in Mommy's heart."

"Love ya, too...Honeylips," Baloo replied, prompting a queer half-laugh, half-sob from Rebecca at the reference to one of their screwball adventures. When he reached over to grasp her hand with a sad smile, his eyes were abnormally bright.

"That thingy's gotta be here somewhere!" Kit said in determination, feeling around underneath the control panel.

Two hundred yards...

"Ta-ta, Bahloo; it was not nice knowing you," Karnage sneered.

One hundred yards...

Clinging tightly to each other's hands, Baloo and Rebecca squeezed their eyes shut in preparation for the horrible impact.

And then Karnage pressed the trigger.

End of part 3