Disclaimer: I do not own TaleSpin!

Chapter Nine

Baloo was still piloting the Phoenix, one hand on the flight stick and cradling a sleeping Kit in his other arm. The bear cub had tired himself after all that crying that he settled himself in Baloo's protective arm and drifted off to sleep.

The door to the cargo hold opened and Mathew stepped into the cockpit and closing the door quietly behind him. He grinned and chuckled lightly when he saw the adorable scene before him, Baloo cradling a sleeping Kit in his arm as he flies the plane.

He moved over to Baloo, leaned over to him to whisper in his ear.

"Hey, Baloo."

Baloo looked up at him, smiled and then look down at his sleeping navigator in his arm.

"Why don't you let me take over from here," Mathew suggested in a whisper. "I'm alright now, I'm cool. We're getting close to HQ and I have to be the one to land."

"Okay, Matt." Baloo whispered back, he carefully stood up. Kit stirred in his arms at the movement but did not wake up. Baloo moved over to the navigator's seat and sat, cradling Kit in both arms now while Mathew sat in the pilot's seat, taking control of the plane.

Mathew glance at Kit in Baloo's arms, smiling, Kit looked so cute while he slept.

"You know, Baloo," Mathew spoke after a moment. "Seeing you two together like this confirms that I made the right choice, appointing you his guardian and moving into Higher for Hire so that Kit can keep on living with the only family he has ever known. Tell me, has he been happier since I came into the picture?"

Baloo rubs the side of Kit's head; Kit smiled in his sleep and turned over onto his side on Baloo's stomach.

"Yeah, he's been happier then usual lately, if ya don't count the nightmares and today's attack on him with a chainsaw." Baloo said, he saw Mathew wince at that. "He's not an orphan anymore an' he has an actual Dad ta look up to."

Mathew smiled kindly at Baloo. "And he has you, Baloo. Face it, he needs you as much as he needs me, maybe more."

"Naw, don't say that, he needs you more then me, you're his Dad."

Mathew just smiled. "Thanks, Baloo. We'll be landing in ten minutes, so you might wanna buckle up and hold on to Kit tight as I lose some air." Picking up the speaker microphone, he spoke to the passengers in the cargo hold. "This is your pilot speaking, hoping you're enjoying your flight on board the Phoenix." He heard a few people chuckled at that. "We'll be landing in the Organization Phoenix Headquarters in exactly nine minutes, so y'all might wanna buckle up, some of you might not be used to this kind of landing. I realize there are only four seats back there and five of you, so one of you is gonna have to share your seat with someone."

In the cargo hold, Chip sat down in the first seat and looking lovingly at Gadget, he patted his seat.

"Here, Gadget, you can share my seat."

"Golly, thanks Chip." Gadget smiled as she squeezed herself into the seat with Chip.

Darkwing, Rebecca and Monterey Jack all rolled their eyes and shook their heads before taking their seats and buckling up.

Back in the cockpit, Mathew picked up the speaker microphone again.

"Are we all set?"

"YES!" chorused the five people in the cargo hold.

Mathew put the speaker microphone down and looked over at Baloo.

"Get ready, redouble your grip on Kit."

Baloo held Kit in his arms very tightly.

"Okay, here we go." Mathew pushed the throttle forward, increasing the power level and airspeed of the plane to its maximum without the overdrive's supersonic speed. Then he pushed forward on the flight stick and the nose of the plane lowered down and pointed directly at the sea below, going into a steep nosedive toward it at very high speed.

"W-wh-what are you doing?" Baloo asked nervously, they were getting close to the water and Mathew showed no sign of pulling out of the dive.

"We're going in under." Mathew said. "Don't worry, my baby can handle the water pressure of the sea."

"WHAT?" Baloo yelled, so loudly that Kit jerked awake and let out a yell as soon as he saw the rushing waves of the water in front of them.

"DAD, WHAT'RE YOU DOING? PULL UP, PULL UP!" Kit yelled in panic.

Mathew ignored him and continued the nosedive toward the sea.

"AAAAHHHHHH!" Baloo and Kit screamed, clutching each other in a tight embrace, their eyes shut tight and then…

SPLASH!

The nose of the plane hit the water and went beneath the surface, followed by the rest of the plane. Now they were flying underwater like a submarine.

They continue to dive deeper and deeper into the sea until they reach the ocean floor; then Mathew pulled out of the dive and turned on the headlights. The Phoenix glided above the ocean floor, heading for an underwater cave.

Mathew looked over at Kit, who was holding on to Baloo for dear life, his eyes shut tight and his face twisting.

"Hey, sorry I scared you, kiddo." Mathew said as he reached over and patted Kit on top of the head.

"SCARE?" Baloo exclaimed indignantly after he opened his eyes and saw that they were all still alive. "SCARE? Matt, scare doesn't cover half of it!" he was breathing heavily as he was trying to get over the shock.

Mathew grinned sheepishly. "Sorry, Baloo, but this is the entrance to the Organization Phoenix's HQ." He gestured around the cave they have just entered.

"Couldn't ya find another, safer entrance?" asked Baloo with a groan. "One that doesn't give me a heart attack?"

"Sorry, but it's the only one we have and it's the best place to maintain secrecy."

They continue to glide through the tunnel-like cave until they came to a dead-end; there was nothing there but a wall in front of them. This wall did not seem to discourage Mathew though, who just pulled the engine throttle all the way back and the plane slowed down, then he turned on the landing gears and lowered the plane to roll on the cave floor. When they were just five feet from the wall, Mathew shut off the engines, the propeller blades stopped spinning, and then he stepped on the break, slowing the plane enough for the nose of it to just lightly tap the wall in front of them.

At the spot where the nose of the plane had touched, there must have been a switch there, because an alarm went off and red lights flashed all around them. Another wall slid out of the side of the cave behind the plane, trapping them. Vents on the cave floor opened up and then water drained out the space they were trapped in. Then the floor underneath the plane rose up as the ceiling above them split opened. They went through the ceiling and all was dark for moment.

Suddenly, lights burst into life around them, revealing the inside of a dome!

Baloo and Kit stared around in awe at the place. It was few moments before they realize a dozen little monkeys, similar to Louie's workers, were flying around the plane, refueling it, cleaning it and working on it.

"Okay, guys." Mathew said, pulling the ceiling lever back, which opened the back hatches. "This is it, the Order of the Phoenix Headquarters."

"Wow…" Kit murmured, looking out the windshield.

"Uh, Kit…" Mathew was at the door to the cargo hold. "You know, you'll get a much better view outside the plane…" He went into the cargo hold where Darkwing, Rebecca, Gadget, Chip and Monterey Jack were walking out through the back. He walked out as well, followed by Baloo and Kit.

They left the Phoenix and headed to the Command Center but before they reached their destination, they were greeted by a tall female duck in a red dress with her black hair up in a ball at the top of her head. She reminded Kit of the Bride of Frankenstein

"Ah, Dark darling, you've returned, I knew you would," she said lovingly, she walked over to Darkwing and kissed his beak. "Oh, Mathew," she said when she noticed him. "Long time no see. And who's this little cute bear." She scooped down to Kit's level and patted him on the head.

"This is my son, Kit." Mathew said, with a hand on Kit's shoulder. "Kit, this is Morgana, she's Darkwing's girlfriend."

"So this is the boy you were seeking?" Morgana said, surveying Kit closely. "He does looks like you." She then made a platter of cookies magically appear in her hands. "Cookies? I baked them myself."

"Sure!" Kit said happily as he made a grab for one, but Mathew snatched his wrist and prevented him from taking one. Kit looked up at his Dad with a questioning expression but his Dad was looking at Morgana with a kind, good-natured face.

"Tell me, Morgana, what's in these wonderful cookies of yours?" Mathew asked politely. He wanted to stay on her good side and not have to suffer her wrath.

"Well, let's see." Morgana said with a thinking posture. "Dragon eggs, vampire cow milk, worms…"

Kit mentally gagged at the mention of worms. Oh gross, I nearly ate worms? YUCK!

"…Sugar and dung beetles." Morgana finished revealing the entire content of her cookies.

Mathew's smiled converted into a look of disappointment.

"Oh, I'm sorry, Morgana. But Kit can't have dung beetles or worms, he's allergic." Well, that's half true, Kit may not be allergic to dung beetles and worms, but they can still make him sick.

"Oh," said Morgana, clearly disappointed. "That's too bad, oh well I'm sure Darkwing will eat them…He loves my cooking, don't you, Dark darling?"

"Well, I— " Darkwing chuckles nervously while picking at the collar of his green turtleneck, considering telling her the truth, that her cooking just make him want to vomit, but seeing her sad and hurt expression, he force himself to lie on the spot. "Ye-ye-yes, I-I love them." He then grabbed Mathew by the front of his brown flight jacket and put his face up to Mathew's. "You owe me, pal!" he growled quietly.

"Got it." Mathew whispered back, he straightens up as Darkwing released him and accepted a cookie from Morgana.

Kit jumped up and wrapped his arms around Mathew's neck and Mathew hugged Kit.

"Thanks, Dad." Kit whispered in his Dad's ear.

"Morgana, is there any updates on the Sinister Six?" asked Chip importantly.

"No, not since the sixth member was added…" she replied.

"And who was that?" asked Mathew.

"My cousin, Magica De Spell, you know, from Duckburg." Morgana said.

"Oh, no, not her…" Mathew groaned despairingly.

"Do you know her, Dad?" asked Kit, still in his Dad's arms, looking up at him with concern.

"Oh, yeah. She's a witch! Nearly turned me into a frog once!" Mathew told Kit, then he turned his attention back to Morgana. "Well it's a good thing we have you on our side."

"Magica is not much of a threat as long as she doesn't have my lucky Number One Dime," said a voice with a Scottish accent. A white duck in a blue shirt with a black top hat was walking toward them, he was holding a cane but he does not seem to need it to support himself, as if he was merely carrying it out of fashion of being wealthy—Scrooge McDuck!

Just then, the alarm sounded

"Oh, no…" Scrooge groaned, with a hand over his face. "Gather 'round everyone."

Everybody gathered around Scrooge and he led them toward the Command Center, but before they reached the doorway, the Thunderquack came bursting into the airport and was bouncing off the walls and ceilings, narrowly smashing everybody.

Scrooge dived to the ground and placed his hands over his head. "LAUNCHPAD!" he shrieked.

The Thunderquack was flying all over the place, still bouncing off the walls and ceiling. It seems to be flying backward and then forward.

Then the Thunderquack zoomed toward Kit!

"KIT!" Mathew yelled as he launched himself at Kit, swept him off his feet into his arms and jumped out of the way as the Thunderquack came crashing through.

"Are you okay, Kit?"

Kit nodded, too shaken to speak.

Mathew pushed Kit into Baloo. "Here, Baloo, take him."

Mathew then stood up and walked to the middle of the airport, drawing out his gas gun as he went. He took aim at the Thunderquack and shot a grab hook with a towrope attached at it, it wrapped itself around one of the wings and Mathew was pulled up into the air!

Reaching into his flight jacket, he pulled out a boomerang-shape air board—his airfoil! He set it beneath his feet and he was able to level himself with the Thunderquack.

Watching in awe from the ground, Kit noticed that his Dad's airfoil was bigger then his. This was the first time he had seen his Dad cloud surf!

Mathew circled around the Thunderquack and managed to land on the beak of the Thunderquack. He signaled for Launchpad to open the hatches, which he did and Mathew jumped into the cockpit, folding his airfoil away as he did so.

"What are you doing, L.P.? You nearly squashed my son back there!" Mathew yelled angrily.

"Sorry, M.C. but I got mixed up on my forward and reverse again…" Launchpad said sheepishly.

Mathew smacked himself on the head, shaking it in disbelief.

"Oh, for the sky's sake, Launchpad!" he cried, pushing Launchpad out of the pilot seat. "Let a real pilot take it from here."

He took the flight stick and steadied the plane, and then he pulled the throttle back and slowed the plane enough to land.

"I'm sorry, L.P." Mathew said, realizing how harsh his words sounded. And he went on to explain to Launchpad the controls and landed the plane smoothly.

Kit came running up toward them as Mathew got out of the Thunderquack and jumped into Mathew's arms.

"That was amazing, Dad! That's the first time I've ever seen you cloud surf!" Kit said excitedly.

"This is your son, Mathew?" asked Scrooge, walking up to them.

"Yes, Mr. McDuck, this is Kit, my son." Mathew said, holding Kit proudly.

"Well, I'm glad you found him." Scrooge said kindly, then he rounded on Launchpad with an expression of the utmost fury. "You no-good flying buffoon!" he yelled, whacking Launchpad's beak with his cane.

Baloo came toward. "Yeah, you nearly made pancakes out of us with your flying, ace! What kind of pilot are ya?"

"Oh, yes…and he crashed more then half the planes I own, which is why I fired him!" Scrooge fumed.

"Don't blame ya…" Baloo muttered angrily.

Mathew and Kit both felt sorry for Launchpad, everybody was mad at him except Darkwing, who stood by him with a consoling hand on his shoulder.

"Your attention, please!" said a heroic voice overhead. "The meeting is about start. Members of the Organization Phoenix , report to the staffroom, Duckworth will escort the visitors to their room. That'll be all."

"Dad… is that…?" Kit said in awe.

"Yea, son, that's Gizmo Duck." Mathew said.

A dog in a butler suit with his eyes closed and nose up in the air came walking toward them.

"Visitors," He addressed Baloo, Kit and Rebecca. "If you'll kindly follow me…" He turned and walked off, leading the way to their rooms. "The young one…" he gesture at Kit.

"Hey! I have a name, you know. It's Kit." Kit grumbled at him, he hated being called a kid or young person, because to him, it is a conscious reminder that he is still not old enough for a pilot license.

"Right, 'Kit'." Duckworth corrected himself. He opened a door. "You'll be staying in here." He bowed Kit inside. He walked inside and the door closed behind him…

Kit is about to find himself with four roommates, who are they?

P.S.

My profile have pictures of the characters, if you want to see what some of them look like.