Disclaimer: I do not own TaleSpin.

Chapter Six

Four years ago, Kit was eight years old and on his own in the streets for the third year running. He was wandering around dark allies, trying to find some food in the garbage, although he hated going through the garbags for food, it was the only way he can catch a meal without stealing. He was busy searching a garbage bin for food when he was grabbed from behind by the collar of his slightly too big green sweater, He found himself staring into the yellow eyes of a brown wolf.

Looking around, he saw that he was surrounded by other wolves and dog-type people. It was a scary sight for the young bear cub, everybody was baring their teeth and snarling at him.

"This is our alley, kid, get out of here and stay out!"

Poor little Kit shivered with fear and stuttering an apology.

The wolf pulled back a fist and Kit screamed: "I'M SORRY!"

But the wolf paid no attention and threw a punch at Kit's face and all went black…

"Kit! KIT! Wake up, Lil' Britches!"

Kit was screaming, tossing and turning violently, getting tangled in his bedcovers. twisting around in his bed, his arms and legs swinging everywhere, until he got all tangled up in his bedcovers and could not move.

Baloo grabbed Kit gently by the shoulder and shook him. When Kit's screams subsided into whimpers, Baloo lifted Kit up off the bed with him still wrapped his bed covers.

"Man, this is the fourth time this week!" Baloo groaned as he moved toward his bed on the other side of the room.

Ever since Kit had told Baloo and Mathew about his dark past five days ago, he has been deeply troubled by nightmares of his past, haunting him in his sleep.

Baloo and Mathew knew the story about the wolf who punched Kit when he was eight, after the punch, Kit woke up inside the trailer of a truck and had no idea where he was going. Eventually, he ended up in Usland City, where he spent the next two years roarming the streets, never staying in one place for too long, When he was ten, he met the Air Pirates and a year after that, he ran into Baloo. He was still eleven when they met and turned twelve three months after to their meeting.

Baloo sat down on his bed with Kit in his arms and cuddled the boy consolingly. Kit's face was twisting and then slowly it relaxed and Kit opened his eyes and stared into Baloo's.

"Hey there, Lil' Britches." Baloo whispered, holding Kit to his chest and rubbing the back of the boy's head gently. "You were in the thundercloud zone again." Kit knew that the thundercloud zone was Baloo's way of saying a bad dream or a nightmare.

Tears begin to flow from Kit's eyes as he let out a sob and buried his face in Baloo's chest.

"Oh, Baloo." He murmured with a sniff.

"Now, now," Baloo said gently, still stroking Kit's head. "Shh, calm down, Lil Britches, Papa Bear's here and ain't going no where."

Baloo disentangled Kit from his bed covers and as soon as Kit's arms were free, he flung them around Baloo's neck and hugged him very tightly.

"I can see now why you didn't wanna tell me about yer past, I'm sorry ya had ta tell the tale, Lil Britches, I didn't want ya ta have nightmares over it."

"It's okay, Papa Bear," Kit whispered with a sniff, tears still leaking out of his eyes. "I'm just glad I got it off my chest after all these years. It's like a heavy weight that's been lifted."

"Yeah, well, I still wish ya didn't have ta have nightmares of it."

"So do I," Kit said, sounding a little bitter. "Where's my Dad?"

"He's out on a cargo run to Thembria; he should be back in a little while." Baloo answered with a glance toward the clock on the bedside table between his and Kit's bed, which read seven o'clock in the morning.

Kit groaned. The inhabitants of Thembria were the type of people that always expect to be at war with the outsiders and have ridiculously strict laws and rules, which, if broken in the slightest, they shoot you.

After spending a few rough days in one of their junior flight school, (which turned out to a bit of a joke) the only thing Kit learned was to hate the place. Classes were all about Colonel Spigot teaching the class Thembrian poses. Kit wanted to fly! When he established his desire to fly, he was sentenced to peeling a large pile of turnip. Although he had been through much worse in his life, that had been so unfair to him, it was like being punished for simply wanting to fly…That has been harsh.

His worries for his Dad must have shown on his face, because Baloo placed a hand on his shoulder.

"Don't worry, Lil Britches, your Dad can handle himself, he was Darkwing Quack's substitute sidekick for a while after all…"

"Duck, Baloo, Darkwing Duck." Kit corrected him,

"Yeah, that. Besides, if he does run into trouble with ol' Spiggy, he can just hightail it out of there with overdrive."

Baloo was just trying to stay positives and keep Kit's mind off things, feeling that the kid already had a heavy burden on his shoulders that no kid should have.

"I don't think so, Baloo…" Kit shook his head. "Dad told me that he doesn't always use overdrive to get out of trouble, most of the time he doesn't even needs it, and he'd just do as you usually do, fly around with fancy moves and shaking the other planes off his tail. Beside, he also told me that using overdrive every time he's in trouble would burn too much gas and it would bad if runs out before reaching his destination."

"Sounds like the two of you had a nice long chat the other day." Baloo commented.

"Yeah, we did." Kit said with a smile. "Just catching up with the twelve years we've missed as father and son. My Dad doesn't place total reliance in things, he doesn't rely on overdrive to get out of tight spots, he relies solely on his flying skills, only when all else fails, then he resort to using overdrive."

"Ya know, that sounds kinda like me, I never used overdrive in the Sea Duck that much, come to think of it, I've only used it three times before I burned it out. The first time was a test drive, the second time I used it to escape Pirate Island—" Baloo suddenly stopped speaking. He remembered leaving Kit behind with Don Carnage; he regretted it and he might live throughout the remainder of his life with that regret.

Even though Kit had already forgiven him for believing his act of betrayal was real and leaving him behind, Baloo just could not forgive himself for it, so he decided that no matter what, through thick and thin and no matter the cost, he was going to stick with Kit.

Even with the supersonic speed of overdrive, Baloo could still see Kit falling to his doom from the Iron Vulture that was looming over Cape Suzette.

NO! I ain't gonna lose him again! Baloo thought with determination written on his face as he steered the Sea Duck toward Kit.

Knowing he only had a few seconds and one chance to catch Kit, he push the flight stick to the left with all his might as steering the plane at that rate of speed was difficult! He reached out of his window just in time to catch Kit by the collar of his sweater.

Kit look up at the large bear with surprise and relief.

"Baloo!" he exclaimed happily.

"I got ya, Lil' Britches." Baloo said as he pulled Kit into the Sea Duck and set him gently in the navigator's seat.

"You—you came back for me." Kit said, looking at Baloo as though amazed that a great pilot like Baloo would come and save a street rat and ex-pirate like him.

"Uh, you forgot this;" Baloo said, handing Kit back his baseball cap. Kit accepted it and put it on forward. "Aw, didn't I learn ya?" he grasped the red brim of the blue cap and turned it around backward. "The navigator wears it that way." The overhead controls suddenly blew up sparks of electricity and the Sea Duck suddenly lost its' supersonic speed. "Oh great," Baloo pulled the ceiling lever back. "We're a mess."

Suddenly, a spotlight shone upon the Sea Duck and Kit gasped.

"Baloo—the Lightning Gun!"

Baloo steered the Sea Duck away from the spotlight and bolt of lightning struck the water where they had been seconds before.

Baloo flew toward the city as more lightning bolts struck behind them.

"Time for a little hide-and-seek," grinned Baloo as he flew toward a bridge, landed under it, drove the plane to the right and hid inside the bridge. No sooner had they hid inside of the bridge, the Lightning Gun struck the bridge the way they came in.

Inside the cockpit of the Sea Duck, Baloo looked down at Kit. Kit was looking straight ahead, not saying anything.

"Um, Kit…" Baloo said, Kit looked up at him. "I heard ya on the radio…" he reached over, lifted Kit out of his seat and hugged him close to his chest. "…I'm sorry, Kit," Baloo sniffed, getting emotional all of a sudden, a tear slid down his cheek. "You were saving my skin and I left you behind with those pirates and they almost killed ya! I won't do that again, kid!"

"It's okay, Papa Bear," Kit said, laying his head on Baloo's chest. "You're here now and I forgive you. And um... thanks for saving me."

"Hey, you saved me and I saved you, we're even kid," said Baloo sounding cheerful again, but on the inside he was still mad at himself for leaving Kit. I almost lost my navigator and best friend to my own stupidity! I will not do that again! From now on, no matter what, I'm gonna stick with Kit through thick and thin! And I'm never turning my back on him again.

That's when Baloo had solemnly swore to himself that he would always be there for Kit and protect him when he's in harm's way, clothe him when he got nothing to wear, give him food when he's hungry, make him happy when he's down in the dumps, to cuddle him when he's lonely or sad. He is not going to let anything happen to his navigator, partner and best friend.

"Well, Lil' Britches," Baloo said, picking up the radio mic. "What ya say we call Becky and go on home?"

"Yeah!" Kit exclaimed excitedly. He missed Rebecca, Molly and Wildcat, and then his excited mood suddenly vanished as quickly as it had come and he slumped down in his seat, looking depressed.

"Hey, why the long face, kiddo?" Baloo asked, looking at Kit with concern. How can a kid suddenly switch moods like that?

"What if they're still mad at me, what—what if they hate me?" Kit sniffed and wiped his eyes. "And I tore Molly's doll… she's not going to be happy to see me."

Baloo reached over, picked Kit up once again and hugged him tightly.

"Now, now, Lil' Britches." Baloo said consolingly, patting Kit on the side of the head as he started whimpering. "They don't hate ya and I don't think they were ever mad at ya. Rebecca even tried ta get me ta come back for ya, she refused ta believe that you've gone bad, but I was too dumb ta listen. Sorry I thought your little show was real."

"Really?" Kit asked, looking up at Baloo as though hardly daring to believe his ears. "Even after all the stuff I said and did?"

"Becky's sharp, she saw through your little act, but not me. She knew it wasn't real."

Kit smiled a teary smile as he tightened his embrace on the larger bear.

Baloo sat Kit in his lap, got out a piece of paper and pen, and wrote on it.

From Pilot to Navigator, I will never leave you nor forsake you - ever again. Signed, your Papa Bear, Baloo.

"Here, Kit," Baloo said, handing him the paper he had wrote on. "Let the words settle in yer heart."

Kit took the message and his eyes filled with tears as he read it.

"Oh, Baloo!" he sobbed joyously as he flung his arms around Baloo's neck. "Thank you, I won't leave you either!"

They shared the emotional moment for a bit longer before Baloo set Kit back in his seat again.

Holding the radio mic, he said to Kit: "Would you like ta do the honors or shall I?"

"Um…" Kit said hesitantly. "You."

"Okay, suit yourself," Baloo shrugged. Smiling, he spoke cheerfully into the mic. "Come in, Higher for Hire, come in."

"This is Higher for Hire." Rebecca's voice responded. Kit's heart swelled at the sound of her voice, he had missed the lady whom he viewed as a surrogate mother. He grinned from ear to ear.

"Ya know Becky, I still don't like that name." Baloo chuckled.

"Baloo?" Rebecca sounded overjoyed and relieved.

"Yea, me and Kit," Baloo smiled, glancing at Kit. "We're coming home."

Wildcat, Molly and Rebecca cheered in the background.

Kit felt his heart was going to burst with the emotion. They wanted him home, they were cheering at the news of his and Baloo's return. He felt loved and wanted, a feeling he wanted all his life, it was all freely given, and he did not have to do anything to earn their love or prove himself worthy of their love. He smiled a teary smile as the Sea Duck glided across the water toward Higher for Hire.

END OF FLASHBACK

"…and the third time was to save me…" Kit said, completing Baloo's uncompleted sentence.

"Yeah," Baloo said with a grin, before scooping Kit up into a bear hug. "And I don't regret it, if given a second turbo engine, I'd burn it out again for you, Lil Britches, cuz you're one special kid." He gently pushed Kit's head against his chest and gave it a massage and then he massaged Kit's bear ear, to which, Kit moaned with pleasure, it felt so good.

"Oh, yeah…" Kit said lazily, closing his eyes in relaxation. "That feels good, Papa Bear." Before he knew it, he fell into a doze, his head resting on Baloo's chest.

Baloo held Kit in his arms, sitting on his bed.

I figured he needed a little more shuteyes; Baloo thought as he rock Kit back and forth in an attempt to keep him in his relaxed state while he slept. Those annoying nightmares were really getting to him; he acts so tired during the day and can hardly sleep at night with the nightmares botherin' him. Might as well go ahead and take my morning nap while I got him snoozing…Funny, I haven't had a morning nap since I met ol' Becky

Baloo lay back in his bed, laying Kit's small form across his great belly with Kit's head still resting on his chest.

A few minutes passed by and then the door to their bedroom opened ajar, and one of Rebecca's eyes peered through the crack.

"Aww, how cute," she cooed with a smile. Deciding on the spot to cut Baloo some slack and let him sleep, she thought: Kit's need of sleep is far greater then my need for Baloo to do his morning cargo runs. I'll just call in sick for Kit at his school, the poor boy needs some rest, his grades been slipping slightly and it is all because of those nightmares! And I'll just have Baloo do his cargo run later this afternoon. Taking one last look at the pair of them and wishing she had her camera, Rebecca smiled as she backed out of the room, closing the door silently behind her.

She made her way downstairs, seated herself behind her desk, and begins making phone calls. First to Kit's school, to let them know that Kit would be absent that day and then to their clients, letting them know that their cargos would be arriving late because one of their staff members was in no condition to be flying until he get all rested up.

As she hung up the phone after calling the last client on her list, she heard the familiar roar of the Superflight one hundred engines overhead and knew that Mathew was back from his nighttime shift. She was amazed that it sounded so much like the Sea Duck, but then she reasoned with herself that the Sea Duck and the Phoenix were same planes except for colors and style.

"DARN IT!" she heard Mathew yelled and then BOW! The sound of fist on wood could be heard. "Oh, I'm sorry, baby." She heard Mathew say in a gentle, consoling voice. "Did those bad Thembrians hurt you?"

"He is so much like Baloo, except he's not a lazy slob." Rebecca mused to herself. "And he doesn't have a big belly," she added as an afterthought.

A moment later, Mathew came into the building, looking angry about something.

"Those idiotic Thembrians!" he muttered darkly under his breath. "Just wait till I get my hands on that little squealing pig!"

"Had a bad night?" Rebecca asked casually, she had a feeling that by 'little squealing pig' he was referring to Colonel Spigot.

"You don't know the half of it!" Mathew growled, slumping into an armchair that was usually occupied by Baloo. "I was just doing my job, delivering their stinking cargoes and while they were unloading, they marked my plane with a stamp that marks it as theirs to sell. I wiped it off and said it was my plane, not theirs and they pointed their guns at me! Luckily, I always carried one of these with me."

Mathew reached into his brown flight jacket, and withdrew a small blue canister.

"What is that?" Rebecca asked, staring at it.

"This was a gift from Darkwing Duck. Close your eyes and count to three."

"Why?"

"So I can demonstrate how this work."

"Okay then…" Rebecca obeyed and closed her eyes. "One… two… three..." She opened her eyes and Mathew was gone, as if he vanished. Then a cloud of blue smoke burst forth in a corner of the room and a dark voice of mystery spoke from the within the smoke

"I am the terror that flies in the night… I am the aviator that shoots down the planes of evil… I am Darkwing Bear!" Mathew appeared out of the smoke, holding up his arms as though spreading out his invisible cape.

Rebecca covered her mouth with a hand and giggled, he looked funny holding his Darkwing Duck pose.

"Heh-heh, Darkwing Bear…" Rebecca chuckled.

Mathew put his arms down, stood up straight, and chuckled a bit.

"I'm glad you're amused. Anyway, I had to use one of those to make a quick escape. And then that little Spigot guy sent men after me and boy, are they the stupidest pilots I've ever encountered, they're easier to lure into a trap then the Air Pirates, they're just more of a threat with guns on their planes..."

Mathew was flying the Phoenix, leaving the Thembria boarder with the Thembrian warplanes hot on his tail. Some of them started shooting at his plane.

"Oh, no, not my baby!—GRR, y'all SO gonna pay for that!" Mathew growled as he swayed the plane to the left and then to the right to avoid the oncoming bullets flying everywhere. "Now's a good time to try one of Baloo's moves..."

Pulling back on the flight stick with all his might, he brought the plane pointing up and then pushing forward on the flight stick just a little bit, he was flying upside down over the Thembrian warplanes. Then he pushed forward on the stick some more and then pulling back, the plane was upright again, flying behind the warplanes. Then Mathew reached beside him and pushed the engine throttle forward, increasing the power level of the plane and giving it a little more speed, moving closer to the plane in front of him.

"This is what happens when you shoot at Mathew Cloudkicker's plane!" he growled as he came right up to the tail section of the warplane in front of him and chopped off the tail wing with the spinning propeller blades! Mathew watched as the warplane fall out of the sky with the whole tail section missing! "Ha-ha, ya SO deserved that!"

With a few more aerial tricks, some of his own and some of what he learned from Baloo, he was able to shake all the Thembrian planes off his tail and even caused a few of them to crash, he made it out of there without using overdrive.

"That'll teach them not to shoot at my plane!" Mathew said, still angry about the whole thing.

End of Flashback

"So that's it, no more business with Thembria!" Mathew was saying to Rebecca, and seeing that Rebecca was about to protest, he added: "Even if it's not me going up there, I don't want to put Kit in that situation."

Rebecca sighed in defeat. "Okay, no more Thembrian clients."

"Thank you, Rebecca. By the way, why is the Sea Duck still here, shouldn't Baloo be off shipping cargoes by now?"

"He will this afternoon," Rebecca replied. "I decided to let him and Kit sleep in, for Kit's sake."

"What's wrong with him, is he sick or something?" Mathew asked, sounding worried.

"No, he just has lack of sleep, he had another nightmare. Baloo managed to calm him down and got him to go back to sleep and I couldn't bring myself to make them get up and go to their daily activities."

"Another nightmare?" Mathew groaned, clapping a hand to his forehead in despair. "That's the fourth time this week!"

"Yeah, he's exhausted at school in the last three days and his grades are slipping." Rebecca said. "Did he tell you what his nightmares are about?"

"No, he told Baloo, I wasn't here to comfort him so Baloo did and Kit told him." Mathew told her. "Kit's nightmares contain flashes of his dark past. Those lowlife scums really scarred my son, he's been physically and emotionally abused, it ain't a pretty childhood. He had his trust abused which resulted in his mistrust of adults and he had food snatched out of his hands!" Mathew clenched his fist hanging at his side, shaking in righteous anger. "DARN IT!" Without warning, he spun around and punched the door frame with a fist. "DARN IT ALL!" he punched the door frame again, making a small hole there. "I wish I had been there to protect him! But I couldn't…" He spoke the last word with a sob, tears slid down his cheek, his head leaning on the dented doorpost.

Rebecca looked at Mathew sadly. She knew Kit had a rough life and although she didn't know nearly as much as Baloo and Mathew did, she loved Kit as a son.

She placed a hand on Mathew's shoulder, the knowledge of what Kit been through must be tearing him apart, she could not even begin to imagine his grief of being incapable of protecting Kit.

"I'm sorry, Mathew," Rebecca said softy, "but there was nothing you could've done, you had no way of knowing what was going on in Kit's life. And I know that had you known, you would've been there in a heartbeat and those bad guys would've been incapable of movements for a long, long time after you were through with them. All you can do now is love him and be there for him when he needs you."

Mathew turned around and slumped against Rebecca's shoulder, sniffing with tears flowing out of his eyes.

"I-it's just not fair, Rebecca," he sobbed. "For a kid to go through all of that, it's not fair…!"

"Shh, I know, I know it wasn't fair." Rebecca said consolingly, patting Mathew on the back of the head.

"He was just a little kid! He didn't deserve those harsh and cruel treatments!"

Mathew was a tough guy, he rarely get this emotional but he really loves Kit and stabs him in the heart to know what his son had been through.

"I know, but there's nothing you could've done." Rebecca said. "But now that you're here, you can be there for Kit from now on."

Mathew sighed and straightened up. "You're right, Rebecca, I can't undo the past, what's done is done. But I wish that was me instead of Kit."

"No, don't say that!" Rebecca said, suddenly stern. "I don't want that happening to you or Kit. I also wished that Kit had a better childhood, in fact, I wish he ran into Baloo the day he ran away from the orphanage."

"Yeah, that would've been nice…" Mathew said, and then he yawned. "Oh, man, I've had a long night, I'm turning in."

Mathew went upstairs, Rebecca watched him go with a pitying look in her eyes.

A father's love for his son is a powerful thing, Rebecca thought as she returned to her desk. 'Greater love has no one than this, than to lay down one's life for his friends.' That verse applies to fatherly love as well.

The door to Kit and Baloo's room creaks open and Mathew silently crept in. He looked over at Baloo's bed and saw his son resting on top of the large gray bear, both snoozing peacefully.

Smiling to himself, he walked over to the pair of them and patted Kit's head very gently. Kit smiled pleasantly in his sleep, as if he knew he was safe in this bear's present.

"I love you son," Mathew whispered in his son's ear. "And I'm proud of you. I won't let anything happen to you from now on." Straightening up, he cast a look of longing at Kit's empty bed on the other side of the room. "I'm sure he won't mind if I take his bed." He let out a yawn as he made his way over to Kit's bed and slump down upon it and was instantly asleep.

WHOO! Another long update! Now onto the information.

In Baloo's flashback, it is the scene where he was using overdrive in the fourth of the four-part Plunder and Lightning episodes to save Kit, up until the bridge was shot down then I added my own extended version of it. Instead of Baloo calling Rebecca after the bridge was struck down, I figured there must have been a period before that in which Baloo and Kit had an emotional showdown with Baloo apologizing and promising that he'd never leave Kit like that again.

The mention of Kit taking the so-called 'flight classes' in Thembria, is from episode 46: Flight School Confidential.

The quotes of "I will never leave you nor forsake you" and "Greater love has no one than this, than to lay down one's life for his friends" These are actually verses from the Bible, the first one can be found in Hebrews 13:5 in the bottom part, the second one can be found in John 15:13. (NKJV)

What did you think? Was it bad, good or okay? I really hope you're enjoying this. Your reviews are requested on your way out.