8 Years Earlier

"Wow, Louie…I can't believe you actually OWN this dump!"

Baloo was actually far more impressed by the joint than he was letting on. He was even more impressed that Louie Lamont had actually found his dream location, on a remote island not far from Cape Suzette, one of the busiest trading ports in the world!

"Yeah my man!" Louie slapped him a high five, "we are gonna both be drownin in moola! OH: and here's YOUR share!"

"MY share!?" Baloo gasped as he received a huge wad of cash. "Louie—I—"

"If it wasn't for you and your crazy hairbrained schemes," laughed Louie, "I never would have even found this place out in the middle o' nowhere! You saved my hide Baloo!"

"Wow!" Baloo waved the cash in his face; he'd never seen so many dollar bills at once. "Now I can finally get my own plane!" He never would have admitted it, but he almost could have cried.

"Yeah," laughed Louie, "among other things!" And he handed over a set of keys.

"What're these for?" Baloo stared at them in shock.

"Are you tone-def or somethin?" Louie laughed, "They're the keys to the Island! I want you, Baloo," he pointed at him, "to be my long-term business partner!"

"Oh…" Baloo paused. This was going to be more than awkward. "I…I actually already bought my own place," he stammered, "Baloo's Air Service."

Louie's face fell. "Yer kiddin' me…" he muttered, frowning up at the big bear, "...right?"

Baloo winced; he knew he was letting Louie down. "Naw." He bristled. "You're not…gonna take back my moola," he mumbled, "are ya…?"

A heaviness suddenly descended upon the room, but only for abit a moment; as quickly as it had descended, the fog had lifted, and Louie hopped quickly over to the Jukebox and pressed play. The song "Tutti Frutti" began to fill the air.

"Hey, didn't I learn ya?" Louie laughed, jabbing Baloo playfully in the side as his eyes twinkled with sudden excitement, "has old Louie ever gone back on his word?"

"Nope!" Baloo brightened, and the weight suddenly felt lifted from his shoulders. "Never!"

"Alright then!" Louie laughed as he tossed Baloo a Tiki drink from the bar out of nowhere, cradled in a good-sized coconut and made complete with the tiny pink umbrella, "Let's PAR-TAY!"


That had been so long ago; yet it only felt like yesterday.

Baloo pat the side of the Sea Duck lovingly. He'd never forget the moment he'd bought the Sea Duck, nor would he ever forget the one who he owed…well…everything.

Without Louie's loans, Higher for Hire would have never taken off the ground.

I'll do you right, partner.

His legs suddenly felt almost too heavy to carry his own weight again, and Baloo sat himself down on the pier before they gave out from under him. …I'm sorry.

If only he had gotten a chance to say it: but no, it had happened too fast, and Louie had died right there, in his arms. There had been no blood splatter. It was a clean blow to the temple; that was all it took, and his friend was gone. Baloo had never watched another man die like that before. He'd heard about things like this from others who had gone off to war, and how sometimes, they went 'crazy' after; unable to forget what happened, like they were stuck in a time warp without any way out. This was how it felt for him now. If it hadn't been for Kit's crazy stunt that week with that ladder, he might have been stuck in that bed for the rest of time. (He owed that kid his life—on more than one occasion, but this time, especially so.) Somehow, the kid knew exactly what he'd needed (I'll have to get him something special as a thank-you gift, Baloo told himself).

The kid was at school right then, which was a good thing because Baloo needed some time alone to think. Rebecca and Wildcat had both made themselves scarce, each claiming they had some important "errands" to run; however, it was clear they were giving him some time to himself, which Baloo was more than grateful for. Those two could easily get on his nerves at times (Rebecca especially, but then again she was his boss), but when it came to the things that mattered, they always knew just the right things to say or to do. Just thinking about it all made him almost tear up again; it seemed that was all it took these days; he was like a piece of glass that could easily shatter.

He spent the rest of the evening reclining in his easy chair, thinking about days gone by.

When Rebecca came home, he was snoring lightly; she had to gently tap his toe to wake him from his slumber, which startled him so badly that he yelped, which startled her in turn, and suddenly they were both yelling, only for Baloo to realize finally it was just Beckers standing over him, waiting for his response.

"JESUS Becky!" Baloo wiped his beaded brow, "ya scared the bejesus outta me, woman—what're ya doin' to ol' Baloo!?"

"Good Lord, Baloo!" Rebecca groaned, "you nearly set off the alarm with that racket!" She softened when she saw his suddenly dazed and somewhat befuddled expression (this seemed to be the norm for Baloo now; she just wasn't used to it). "Listen," she said in a much softer tone (however keeping her professional stride), "We…need to…talk."

"Look, Becky—" Baloo stammered, "I know I've been slackin'-"

"No, Baloo," Rebecca sighed wearily, shaking her head with dismay, "that's not what I'm referring to." She set the mail down on the table, her back turned as she struggled to maintain her composure; Baloo, it seemed, noticed that she had also fallen silent.

"Okay…." Baloo bristled, bracing himself for impact, "so then what?"

Rebecca stood still for a moment. A long moment. A moment that seemed to last forever, and with each passing moment, Baloo's heart skipped an even longer beat, as he waited with bated breath for her answer. Finally, she turned around, and he was startled into silence, for her face was pale. "Kit…told you who stopped by last week…for dinner…right?"

"Um…" Baloo tried to remember. "Sorry," he muttered, "I don't recall….Who?"

"Well…" Rebecca drummed her fingers together for a moment, bit her lip nervously, then took the nearest seat. "Look Baloo, there's no easy way to say this, so I'm just going to spit it out—Louie's brother was here. Larry. He's got the Deed to Louie's Place and—and he's giving it…to you."

"L-L-Louie's—" Baloo practically choked, "brother? He-he's got a brother?"

"YES!" Rebecca barked, startling Baloo into silence once more, "but did you hear what his brother—and subsequently Louie himself—wants to give as a gift—to YOU?"

"Did…" Baloo felt his mouth go dry. "Did you say—the—the DEED t-t-t-o—to LOUIE'S—?" And suddenly the world was spinning dangerously on its axis—and then he heard the charming chirping of a dozen tweety birds like they did in the old-timey cartoons, and suddenly the world went dark—and he was tumbling head over heels into an endless black void—-

—and all he could hear was Rebecca's voice getting further and further away, calling out to him, "Balooo! BALOOOOO!"

"Aw MAN!"

Baloo sat up and rubbed his head, which suddenly felt the same size as a watermelon; however, there was a cooling sensation on his neck, and when he looked over, he saw Rebecca kneeling at his side…. "Beckers…?" Baloo blinked, and reached behind to his neck, his hand connecting with her own, as she replaced the ice pack. Baloo blinked again, startled when he realized he was sitting on the floor of Higher for Hire. "What am I doin' down here?"

"You—er—" Rebecca blanched. "You…uhhh….fainted."

"I—I did—?" Baloo shook his head clear (or tried to—he still felt slightly dizzy as he tried to stand, and Rebecca grabbed him by the arms as she tried to keep him from falling again.

"Better sit down, Baloo," she said as, still in a daze, he let her ease him slowly back down into the old armchair. "This…isn't easy for me either," she admitted haltingly. "I…know you're already dealing with—a lot," she added as carefully and as tactfully as she could given the circumstances, "but…this is a matter of professional duty and…and I have an obligation as your boss to inform you of your responsibilities now and in the future regarding our business…"

"What're you sayin' to me Boss Lady!?" Baloo's head was still spinning even as he was sitting still. "You tellin' me what I think you're tellin' me…" He couldn't believe what he was hearing….yet, at the same time, Baloo couldn't say he was really surprised, either; Louie was full of pulling clever stunts like this—and, it seemed, he was still full of surprises—even after his own death….Baloo half expected the chimpanzee to jump out of nowhere and laugh in his face, saying it was all a big dumb joke of his to get 'Old Baloo's Goat'. Well, unfortunately, from the look on the Boss Lady's face…that wasn't likely going to happen.

"Baloo," Rebecca edged in slowly, "How would you feel….about….running an, erm…nightclub?" Rebecca tried to appear excited by the idea (but even she had her doubts about the whole endeavor). Yet she was doing whatever she could think of to encourage Baloo to come out of his stupor….(and yes, even if it meant splitting his time between Louie's and Higher for Hire)...because the more she thought about it, the better an idea it seemed….because Louie's Place was practically a goldmine!

"A—" Baloo gulped, his entire face turning stark white, "-nightclub—? Beckers, you're speaking my language, but you're talkin' in tongues—"

Rebecca realized then the only way Baloo would believe her as if she presented the cold hard facts. She whipped out the Deed right then and there and shoved it in his face: Baloo blinked once, twice, then, once again, found himself on the floor in a half-blinded daze—just as Kit came in through the door on his way home from school.

"Poppa Bear!?" Kit gawked at the scene. "Miz Cunningham—" He saw the Deed on the floor. "Oh," was all he could think of to say after that; the expression on Rebecca's face said it all.

They both knelt to help Baloo back to his feet. Baloo didn't even seem to notice Kit was home. He snatched the Deed off the floor, reading it thoroughly, then staring straight ahead blankly, then re-reading it all through again, making sure he read the fine print (and Baloo never read the fine print).

"Louie's club!?" moaned Baloo. "He's expectin' me to run this place!?"

"Well—you don't have to—" started Rebecca, but Baloo cut her off by waving the papers in her face.

"It's in the goshdarn WILL, Rebecca!" Baloo bellowed, and they both flinched (Baloo rarely ever called Rebecca by her chosen name—it was usually either 'Becky' or 'Beckers'). They watched in stunned silence as Baloo began to pace back and forth almost manically. "I don't believe this," muttered Baloo hotly under his breath, "I mean I just can't believe it! He, he, he—he's turned me into a goshdarn Kingpin!" In his frustration, Baloo kicked the nearby trash bucket, sending garbage flying everywhere; to their amazement, Baloo cursed loudly and howled with pain (and Baloo rarely ever swore).

"Baloo—" Rebecca took a tentative step forward. "Maybe—take a breather—think it through—before you make a decision?"

"He's my oldest friend in the whole wide WORLD Rebecca!" Baloo plopped with exhaustion into the easy chair. "HOW am I supposed to say 'no'-and he put me in his goshdarn WILL—" He winced as he rubbed his ankle (he really did have to stop kicking things when he got angry).

"I'll get you some ice," Kit volunteered as started for the kitchen—but Baloo stopped him.

"Nah, kid," Baloo waved at him. "Don't bother. I—I gotta take a walk….clear my head…think about all this—this–malarkey–" He caught himself, realizing it wasn't actually 'malarkey' at all.

"Baloo…" Kit hesitated as Baloo lingered in the doorway. "Want me to come with?"

Baloo turned then and gave him what appeared to be—much to Kit's relief—a genuine smile, one that was filled with affection for the cub. "That's OK, Lil Britches," he winked, before heading out the door and into the bright sunshine.

Kit watched the big bear leave, trying to convince himself that somehow, everything would be okay. "Miz Cunningham…"

"Yes, Kit?"

"If Baloo takes over Louie's…." Kit frowned.

"...Yes, Kit?" Rebecca glanced up, clearly puzzled by Kit's questioning.

"...does that mean he'll live there," Kit blurted out before he lost his nerve, "...instead?"

"Hmm." Rebecca had to think about that. "I suppose he would probably live there, Kit—at least for a while…"

Kit's heart did a leap when she said that. "But—" he stammered, "he'd still fly the Sea Duck for you," he added hopefully, "right?"

Rebecca nodded at him but didn't look up from her pile of mail. "Right."

"And…" Kit's brow furrowed with concern. "I'd…still live…here?"

"If you wanted to," nodded Rebecca, "you could live with Baloo at Louie's…but…the commute to school would be kind of…difficult…"

"Yeah…" Kit sat for a moment in dejected silence, but then his eyes lit up like a Christmas tree, "Hey! What if I took some time off school for a while?"

"Kit!" Rebecca exclaimed, staring at Kit with wide-eyed shock. "I can't believe you'd even think of such a thing! Your schooling is very important—not just to you," she added pointedly, "but to this family."

Her mentioning of the word 'family' was not lost on Kit. He realized then what she was referencing: the fact that if Social Services ever got wind that Rebecca or Baloo were keeping him delinquent, out of school without just cause, they could be considered delinquent 'surrogates', and Kit would be taken away—and Kit couldn't even begin to fathom the idea!

"So then—" Kit kicked the chair leg with a short pout, then dug his fingernails nervously into his palm. "Who's gonna help Baloo run the nightclub?"

"Hmm. I hadn't thought about that." Rebecca finally looked up from the mail. "You've got a good point there, Kit! But," she added, giving his shoulders an affectionate motherly squeeze, "first things first—Baloo's got to make his decision."

"Yeah," Kit said, glancing worriedly toward the door. Suddenly, he was feeling the need to go for a ride; he grabbed his helmet hanging up by the door, jumped on his bike, and sped through the city of Cape Suzette….in search of a big gray bear.

Author's Note: This is my first Talespin fanfic since I was probably 10 years old! I would very much appreciate your feedback. I'd also love to hear from other Talespin fans like myself who are still into Talespin all these years later! I'm so grateful there are still people enjoying this classic hidden gem of a show! When you first watch Talespin- and even years later rediscover it as still being your favorite show of all time -it's like finding hidden treasure! Stay tuned!