Disclaimer: I do not own Talespin!

Chapter Four

Kit awoke the next morning to the sound of an approaching plane, its' Superflight one hundred engines sounded just like the Sea Duck, but he knew it was the Phoenix— his Dad was back!

He jumped out of bed, threw off his nightshirt and pulled on his trademark green sweater and his baseball cap.

"Wake up, Papa Bear, Dad's back!" he yelled excitedly, dashing out of the bedroom and running down the stairs toward Rebecca's office.

Baloo emerged from under the covers with a big yawn. "I'm comin', Lil Britches." He threw the covers off and sat up, throwing off his nightshirt and reaching for his yellow pilot shirt and putting it on. As he left his and Kit's room, he took his red pilot cap off the hook next to the door and placing it on his head.

—Outside on the dock—

The door on the pilot side of the red plane and Mathew stepped out, hopped onto the dock, and tied the pontoon on the left wing of the Phoenix to a post.

"DAD!" yelled Kit, running down the dock toward him.

Mathew turned, smiling, just in time to catch Kit as he threw himself into his Dad's arms.

"Hey there, Lil Buddy." Mathew said, embracing his small bear cub.

"How was the trip?" asked Kit with his arms wrapped around Mathew's neck.

"Apart from meeting those Air Pirates again, it was pretty good." Mathew said with complete honesty. "But don't worry," he added hastily, spotting the worried expression on his son's face. "They never laid a hand on me, I was outta' there before they could do any real damage." Spotting Wildcat coming up toward them, he waved at him. "Hey Wildcat! Gas 'er up, me and Baloo are gonna be leaving in a minute."

"We are?" Baloo asked, approaching Mathew and Kit with a puzzled expression.

Mathew nodded. "Yes, Baloo, we need to get to know each other and I can't do that if I'm going to work at night and sleep in the daytime."

"Can I go too?" asked Kit, he hated being excluded and Mathew knew it as he too hated being excluded as well.

Mathew rubbed his son's head. "Sorry, sports but you got school today and Baloo and I are just gonna catch some fish." Spotting the disappointment on the young cub's face, he quickly added: "Tell ya what, I get weekends off, so how about this weekend, you and I go on a camping trip, just the two of us."

The disappointment on Kit's face vanished faster then a flash of lightening to be replaced with a joyous smile.

"You promise?" he asked, Mathew could practically sense the excitement in his son.

"Yeah, I promise."

"Good morning, Mathew." Rebecca appeared from behind a pile of wooden crates. "I got a call from Buffy's Jewelry Store, and Buffy is satisfied with our service. She may call on us again in future. I hope so, she pays too good of money to lose as a client. Did she pay you?"

"Yeah she did." Mathew replied, pulling out a handful of hundred dollar bills, and handing them to Rebecca.

Rebecca took the money from Mathew and turn, smirking to Baloo.

"Now here's a pilot who knows how to get the job done!" she said. "You should take a leaf out of his book, Baloo. If you weren't so busy partying and being a lazy slob, you'd be making good money like this!" And she waved the money in Baloo's face and then walked toward the building, heading back to her office, Baloo scowled after her.

"You're makin' me look bad!" Baloo snarled, pointing a finger at Mathew.

Mathew put Kit down and held his hands up in surrender. "Hey, man, I was just doing my job, don't go hacking my head off over it."

"Yeah, Baloo." Kit agreed, placing himself between Baloo and his Dad with his arms outstretched as though to break them apart. "Take it easy, Papa Bear, this is not a contest."

Baloo sighed. "Sorry, Matt, I'm just worried I might lose my job and my plane."

Mathew looked at Baloo, confused. "Your plane comes with the job?"

"No, Dad, Miss Cummingham owns the Sea Duck, only because Baloo didn't pay his payments in time." Kit informed his Dad. "Baloo is only working for her so he can fly his plane."

"Yeah, but as soon as I get my hands on fifty thousand smackers, I'm outta' here!" Baloo said with a determined face.

"How do you expect to save up that much when you blow your every paychecks at Louie's and on soda pops?" asked Kit, playfully patting Baloo's great belly.

Mathew inwardly smiled at that. Baloo has, though irresponsible and unreliable he may be, taken good care of Kit, the only person he treasured more then the Sea Duck. Despite his faults and flaws, Baloo is a great friend and an excellent pilot.

I guess I owe him a favor for taking care of Kit when I could not. Mathew thought, coming to a decision, he thought: The favor is going on the list of things to talk about later.

"Baloo," Mathew addressed the large gray bear with a serious expression. "Come with me," He walked off, leading the way to the Phoenix. Opening the cockpit's door, he bowed Baloo inside. "We need to talk."

Baloo got onboard the Phoenix. Looking around, he saw that the cockpit was very much the same as the Sea Duck, except for the black leather seats and the steering sticks had black handles rather then brown like the Sea Duck had. And there was an Autopilot button on the dashboard! Something the Sea Duck did not have.

He glanced out the open door on the pilot side and saw Kit and Mathew hugging each other.

"Bye, Dad. Be careful," glancing into the cockpit at Baloo, Kit added with a smile. "You too, Papa Bear."

"We will, Lil Buddy." Mathew assured him. "Have a good day in school."

"I will." Kit promised.

"That's my boy." Mathew said proudly, ruffling Kit's head affectionately, causing the boy's cap to slip down to his eyes. "Now, run along, me and Baloo are taking off in one minute."

Kit nodded and he dashed up the dock to stand next to Wildcat, who has finished filling the Phoenix up with gas.

Mathew climbed into the cockpit and pulled the door shut, before hopping into his seat. Starting the engines, he went through the same takeoff routine as Baloo often does, making a perfect takeoff!

Kit watched with excitement as his Dad made the perfect takeoff, and then did a couple of loop-de-loops in the air, just showing off for him. He smiled as his Dad finished showing off for him and disappeared through the gap in the cliffs.

"Now I know where I got the show-off urges from," Kit mutters, remembering showing off for Daring Dan Dawson with his cloud surfing in a stormy weather. It was then that Kit realized how much Baloo cared for him, because Baloo had gotten so upset in the brief moment in which he thought he lost Kit.

-Out at Sea-

Baloo sat there in his seat, tapping his foot as he played a tune in his head. Before he knew it, he has begun to sing.

When life down here's thunder cloud, I take off for the air.

I soar above the madding crown without a single care.

I'm not one ta stick around when trouble starts ta brew.

So see you later, Navigator, I know just what to do—I'm gone

"(He's gonna fly.)" Mathew sung, startling Baloo slightly but then he smiled and continues singing, with Mathew singing along.

Baloo: I'm gone

Mathew: (Adios, bye-bye)

Baloo: Don't trouble me with troubles, man, I'm gone.

Mathew: (Oh, he's gone!)

Baloo: I'm gone.

Mathew: (Wait a minute.)

Baloo: I am gone.

Mathew: (The sky's the limit.)

Baloo: I love to be above it all, I'm gone!

The rest of the flight trip past with Baloo and Mathew being two typical guys having a good time, talking and laughing. Mathew let Baloo take control of the plane with the co-pilot yoke and he was quite impressed with Baloo's piloting abilities, he even consider Baloo a better pilot then himself, as some of Baloo's moves were ones he himself couldn't do. He had been right to think that if Kit's safety was not a concern at the time, Baloo could have—as Baloo said—clobbered those pirates.

"Alright, Baloo, this is far enough. Land next to that island over there," Mathew said lazily, leaning back in his seat with his hands behind his head, relaxing.

"Aye, aye, captain." Baloo said, his a flat palm at his forehead like a solider obeying his commander.

The landing was as smooth as silk! If Mathew were grading Baloo's flight and landing, he would give Baloo an A-plus!

"Great flying, Baloo." Mathew said, giving Baloo the thumb up.

"Gee, thanks." Baloo replied modestly.

Mathew opened his door, jumped out and stepped onto the island. He quickly found a tree and went up to it and he tied the Phoenix's pontoon to it.

"Before we start catching fish, Baloo, I would like to speak with you about Kit." Mathew said, sitting down on the sandy beach, watching the waves. Baloo sat next to him with set face as though readying himself for the worse of questions. "I was talking to Louie last night and he told everything he could about how you two met. Now I would like to hear your side of the story."

He looked at Baloo as though expecting him to start telling the tale, but Baloo just sat there with a depressed look on his face.

"Please, Baloo. I need to know about my son, I need to know what he's been through in his life."

"Most of it are things a kid should never had ta go through," Baloo muttered unexpectedly. "Kit was very reluctant ta tell me of his life before I met him, but overtime, he told a little bit of it but not all of it, I can tell he didn't wanna tell me everything for some reasons and I didn't pressure him to tell me more, what he told me was bad enough."

Mathew held up a hand to stop Baloo. "Please do not tell me, I want Kit to be the one to tell me about that part of his life, on his own terms." And Baloo looked relived. "Just start from the time you two bump into each other at Louie's and go on from there."

"Well, I was at Louie's, singing I'm Gone." Baloo begun. "As the song ended, the doors flew open and Kit skidded across the room, he had lost control on the landing, before I knew it he flew right into me, knocking me down. After that, a pilot came through the doors and marched up to where Kit and I were, Jack was his name and he was pretty mad, he hates stowaways. I step in and pushed Jack away and said: 'Cut the kid some slack, Jack.'" Baloo chuckles as he remembered the first words he heard Kit say.

Mathew chuckles before asking: "What's so funny, Baloo?"

"First thing I heard Kit say was 'Yeah, listen to the fat lady'."

Mathew chuckles once more before a confused look crossed his face. "Wait, he called you a fat lady…?"

"Uh…well…" Baloo said nervously, rubbing the back of his neck. "I was wearing a hat of fruits… and a tablecloth around my waist…"

Mathew burst out laughing as the mental image of Baloo in a fruit hat and a tablecloth as a dress came into his mind. No wonder Kit mistook him for a fat lady, he thought, chuckling with his hand over his mouth.

Mathew took a moment to calm down from laughing and trying to rid his mind of that mental picture of Baloo in a fruit hat and a dress, a difficult task, as every time he thought of it, he'd start cracking up.

"Please, continue." Mathew said once he had calmed down enough.

Baloo spent a good two hours telling Mathew everything, from the part Louie left off, all the way down to his, Kit and Rebecca's brave flight to save Cape Suzette from Don Carnage.

"…and since Rebecca paid to have 'er put back together, the Sea Duck was hers again..." Baloo finished.

"So…you left him with the pirates because he pulled an act and pretended to rejoin the pirates so you can get out of there…?" asked Mathew incredulously, sounding a bit angry.

Baloo held up his hands defensively. "N-no, it's not like that!" he said desperately. "At the time, I thought the act was for real and it got me mad at the thought of being stabbed in the back after all I did for the kid."

Mathew sighed. "All that matters is that you came back and saved him and then you took care of him afterward, and for that I'm truly grateful. I'm sorry about your overdrive."

"Hey, don't worry about it; I would've given up the Sea Duck for him." Baloo said.

"Speaking of the Sea Duck, I owe you a couple of favors as a payment for taking care of Kit."

Baloo stared at him, hardly daring to be believe it, is this going where he thinks it is going?

"Baloo, I will pay to have the ownership of the Sea Duck to be transfer to you." Mathew said. Baloo let out a yell of joy but Mathew held up a hand to silence him. "Baloo, stop, there's a catch to this favor."

Baloo stopped his victory dance and slumped down on the log. "What's the catch?"

"Okay, here's the catch: even though the Sea Duck will be yours again, I want you to continue working for Rebecca at Higher for Hire."

"But, why?" asked Baloo, looking like he has just been told he had to go on a very strict diet.

"Because Higher for Hire is Kit's home," Mathew explained. "it's the place where he is the happiest and although he is happy there and consider the place home, it is not as much as of a home without you, Rebecca, Wildcat and Molly there. Home is where the heart is, Baloo and Kit's heart is with you guys and he wants that to stay together."

"I see your point, Matt." Baloo said, and then he sighed. "Okay, I'll keep working for Becky."

"Thank you, Baloo, now sign here." Mathew held out an official-looking contract.

"What is this?" asked Baloo, staring at the contract.

"This is a contract saying that I will pay to have ownership of the Sea Duck transfer to you in an exchange for the agreement that you'd continue working for Rebecca at Higher for Hire." Mathew explained. "If, however, you refuse to work, even after I've paid for you to have the Sea Duck back, then the ownership of the Sea Duck will automatically be transfer to me."

"What would you do with the Sea Duck if that happens?" Baloo asked.

"I will customize it the same way I customized the Phoenix, with overdrive and everything, only I'll leave it with its' original colors. I will keep it in good shape and when Kit is old enough to fly, I'll give it to him."

"Fair enough, it would be a great first plane for him, but I will work for Becky and I won't break the contract deal." Baloo then took a pen and signed the contract. "Besides, I wanna be the one ta give it ta him, once he's trained enough to fly 'er like I do."

Mathew rolled up the contract and held out his hand to Baloo. "It's a deal then!"

Shaking Mathew's hand, Baloo said: "Thank you, Matt, now I can modify my plane without Becker's permission."

"Don't thank me just yet, Baloo, the plane business is just the beginning. I still have one more favor to give you."

"But, you already done enough for me, all I want is my plane and my pals, I don't want anything else."

"Are you sure, Baloo? Because the next favor I'm doing for you concerns Kit." Mathew informed him. "Last night while I was out delivering the jewels, I used overdrive to get the job done quicker, after I done my job, I went to the orphanage where I believe Kit had spent the first few years of his life. I got all of his files and birth certificate from there. According to his birth certificate, he was a small baby, about eight inches in length, which is tiny for a bear cub; it may explain why Kit still looks like a ten-year-old. His files don't show anything from the time he was six, except that he ran away from the orphanage at that age. The reason I brought up his files and birth certificate is because they are required to assure the Child Well Fare that I am his father and therefore I have custody of him."

"Why are you telling me this?" asked Baloo, looking a little confused.

At this, Mathew smiled. "Because if you're going to be Kit's godfather, you're going to have to know all about him."

"G-godfather… me?" Baloo was speechless! Who would make a bear like him a godfather of their child? He did not feel worthy of the honor, but he loves Kit enough to accept it.

"Yes, you Baloo." Mathew said. "You took good care of him all the times he's been with you and you saved his life on more then one occasion, I think you earned the title and responsibility of a godfather to Kit."

"I'm touched, Matt; I dunno what to say, 'thank you' doesn't seem ta be nearly enough ta express my gratitude."

"Just be there for Kit when he needs you and we'll call it even," said Mathew with a smile.

"Fair enough," Baloo agreed. "Now how about some fishin'?"

And they were off to catch some fish. After catching two fishes, Mathew went into the cargo area within the Phoenix, climbed into the mattress, which he kept on the plane in case he had to sleep while he was out, leaving Baloo to fish by himself. And he slept the rest of the morning all through the afternoon.

When he awoke, he heard the engines roaring and the feel of the floor told him that they were already airborne. He got off his bed, stretched and looked around.

Baloo really outdone himself with the fishing, there was about ten buckets full of fish!

He moved toward the cockpit where he saw Baloo in the pilot seat, flying the plane.

"Hey-hey, Matt," Baloo said, looking back at him. "D'you wanna take over?"

"Nah, that's okay, Baloo, you go ahead and fly us home."

Mathew let out a huge yawn and sat down in the co-pilot seat. Looking straight ahead, he saw the Cape Suzette cliffs up ahead.

"Oh, good, we're nearly home."

"Say, Matt." Baloo said, "I've been thinkin', Kit may not like this, but I think we should get him ta tell us about his past. I dunno about you, but since I'm now Kit's legal guardian, I feel like I gotta know what he's been through."

"I feel the same way too, Baloo, trust me, I know how you feel." Mathew assured the larger bear. "But we can't just barge in on him with questions, we gotta take it slow and gently, talk to him first, get him to understand that we need to know these things."

"I'm with ya as long as we don't force him ta tell us," Baloo said. "I want him ta tell us freely."

"I would never dream of forcing Kit to do anything he doesn't want to do, I was thinking more along the lines of persuasion, persuade him to tell us, you know."

"Yeah," Baloo agreed. "Should we ask him after dinner?"

"Yeah, I guess so, assuming he done his homework first." Mathew said.

That night, after a delicious meal of fish Baloo caught, prepared for them by Mathew, Rebecca bid her employees goodnight and left for her apartment in the city.

"Goodnight, Kit," Rebecca said, leaning down and kissing him on the cheek.

Kit smiled a pleasant smile as he replied: "Goodnight, Miss Cunningham."

Baloo and Mathew exchanged glances as Rebecca left the building, leaving it with just the three of them.

"Uh, Kit…" Mathew said, Kit looked up at his Dad.

"Yeah, Dad?" he asked.

"I went to your old orphanage last night, and I got your files and birth certificate, I know everything about you up to the point where you was six years old when you ran away from there, beyond that, I know nothing of your life up till yesterday."

Kit stood very still, his expression told them he did not like where this was going.

"Five years of your life is like a big empty space and no one apart from you knows about those years and if I'm going to be your Dad, I'll need to know everything about you, I don't want any secrets between the three of us."

"But Dad—wait, 'three of us'? Who else is involved?" asked Kit, looking half-scared, half-annoyed.

"I think we should tell him the good news first, don't you?" Mathew asked, addressing Baloo.

"Yeah, I think so." Baloo said with a nod.

"Tell me what, what's going on?" asked a very confused Kit, looking from Baloo to his Dad and back again.

"Kit," Mathew said with a smile. "Since Baloo has been watching over you, saved your life more then once and had treated you like a son, I have declared him your godfather."

"W-what?" Kit's eyes became very round with surprise, which changed to a joyous expression a split second later. "Oh, Papa Bear!" He pounced on Baloo and hugged the big bear around the neck.

"Now that Baloo is your godfather, he needs know about that big hole in your past as well as I do." Mathew explained.

Kit's smile vanished to be replaced with a very miserable look. He sighed sadly.

"Why do you need to know?" he asked.

"Because we love you and we care about you and we want to know what you been through."

"I don't wanna talk about it." Kit said quietly, looking at the floor.

Baloo sighed, he knew this was coming, but he wasn't about to give up.

"Lil Britches," he placed his hands on Kit's shoulders. "You don't have to tell us if you don't want to. But until you decide ta tell us, we won't be able to find anything about your past."

"Baloo, you asked me to tell you about my past once, why are you asking me again?"

"Because, one, I don't think you told me everything, all you told me is that you wander around on the streets and everybody use to beat you up daily until you join the Air Pirates."

"BALOO!" Kit cried, sounding very upset. He did not want his Dad to hear that. He hoped against hope that his Dad has became temporarily deaf the moment Baloo mentioned the Air Pirates.

"It's no use in hiding it, Kit, I already know about your association with the Air Pirates. I am a little disappointed but I love you no less."

To reassure Kit of his love for him, Mathew picked him up and cuddled him, their faces brushing against each other.

"Kit, I won't force you to tell us about your past but we need to know. I want no secrets between us. In fact, I'll start by telling you one major secret that I have kept for two years." Mathew said, he paused before continuing: "While searching for you as usual, I landed in St. Canard one night and I met Darkwing Duck."

"That's your big secret?" Kit asked.

"No, not really, the secret is that I was his temporarily sidekick for a while. I work with him on and off during the last two years, then about a month ago, I asked Darkwing if I can use his computer, which is a highly advanced technology ahead of this time, he used it for crime fighting and for locating the villains. I used it to search for 'Kit Cloudkicker' and got two results, one from your school here in Cape Suzette and the other was missing child report on you six years ago."

"So, that's how you found me, you knew I lived in Cape Suzette?" asked Kit who was amazed that his Dad met the famous Darkwing Duck and even fought crime alongside him.

"Yeah, I was actually heading for Cape Suzette when I got your distress call when you were attacked by Air Pirates." Mathew said, then he pulled a thoughtful expression. "Hmm, Don Carnage would make a nice addition to the Fearsome Five, I'm sure NegaDuck would kick Brushroot out and replace him with old Carnage… Actually, NegaDuck makes Carnage seem tame."

"Carnage? Tame? Yeah, right." Kit said, with a doubtful expression.

"Carnage wields a sword right? Wanna know what NegaDuck wields?" asked Mathew testily.

Kit nodded.

"Okay, he wields a chainsaw! And other weapons of destruction!"

"Uh, Matt," Baloo said. "as much as I would love ta hear about your adventures with Darkwing Quack, but aren't we getting a little far off the topic of Kit's past?"

"Huh? Oh, right, yeah… And it's Darkwing Duck, not Quack." Mathew corrected Baloo before focusing his attention on Kit again. "I wasn't suppose to tell anyone about my association with Darkwing Duck, that's a secret I now share with you."

"Dad, there's a reason I don't wanna talk about it," said Kit. "it brings back painful memories, and most of them I just wanna forget."

Mathew still had Kit in his arms, he gave him a tight embrace which Kit return.

"Son," Mathew said with a hand on the side of Kit's head, rubbing it affectionately. "I know it may be painful to even think of your past, but it'd be foolish to try and bury the past because the past is what makes us what we are today, you must remember what happened before so you can learn from your past. You can't ignore where you came from. Don't you know, Kit? It's our history that shapes our future."

"Yeah, Lil Britches," Baloo joined in. "You were once a kid, struggling to survive and a member of the Air Pirates, now look at you, you're here with us, with people who care about you no matter what happened in your past. You were down in the dumps but now you're right on top of the clouds."

Kit smiled weakly, this did cheer him up a little but not a whole lot.

"Heh, heh, thanks Papa Bear." Kit got up out of his Dad's laps, moved toward Baloo and hugged the large bear around the neck.

They were right, Kit knew, if he hadn't met Baloo that fateful day at Louie', he would never known the love Baloo, Rebecca, Wildcat and Molly share with him, he'd never know the wonderful feeling of being included in their family. For all he knew, he would be back on the street or dead, since he stole from Carnage.

Kit sighed; he knew he had to tell them eventually, why not now?

"Okay, I'll tell you everything," he paused "Can I have a drink, this is going to a LONG story."

Baloo handed Kit a glass of water and he took a tip of it before beginning to tell the tale.

"Okay, it all started when I was six years old…"

To Be Continue…

I know what you're thinking… "NOOO! Don't end it there, it was just getting so good!" or "Oh, c'mon! Keep going and stop keeping me in suspense!" am I right?

Never fear, today I am doing a Special for my faithful readers and reviewers, I call it a Double Sundae! lol It's a double update!

Yes, this story is going to have many crossovers, do not worry though, I'm only going to do crossovers of Disney cartoons from the 90's and not random shows, that'd be kinda stupid to be honest.

Continue your reading, enjoy chapter five, "Insight into Kit's Past."

Some of you may be a little surprised at what I have in store for you faithful readers…