"Tis now the very witching time of night, when churchyards yawn and Hell itself breathes out contagion to this world"-William Shakespeare

Baloo's Group-

All across the museum clocks were announcing the coming of the midnight hour.

Baloo, Taylor, and two more men, a lion named Leroy who was dressed as a Civil War general and a wolverine named Alex who was clad in a fireman's uniform, ran down the hallways in search of Karnage. They ran passed a lone airpirate who carried a small sculpture of an ancient Greek goddess that was valued at over half a million dollars. The pirate didn't even seem to notice the group as he continued on his way toward the stairs.

"Should we stop him?" asked Leroy as he saw the pirate go down the steps.

"No we got bigger fish to fry," answered Baloo. Karnage was that big fish.

"Baloo wait up!" cried Kit as he and his friends struggled to catch up.

"I thought you were back in the ballroom Kit."

"Nope we're going to help stop Karnage."

Baloo smiled at his navigator and knew that even if he told Kit and his friends to go back to the relative safety of the ballroom, the boy wouldn't listen. He was determined to help his Papa Bear as much as he could.

"Something told me you were gonna say that Lil Britches."

The boy looked at his Papa Bear and smiled.

Pirates-

Don Karnage heard the clock strike midnight and he smiled sinisterly at the boys, "It's the witching hour!"

Ernie looked defiantly at the wolf and said, "Then I guess you're a son of a witch!"

"You impudent little brat!" Karnage said and made to swing his cutlass at the boys but was stopped by the appearance of Baloo and several others, including Kit.

"Well this night has gotten interesting. Hacksaw, blow them up."

Baloo watched the insane dingo reach for a stick of dynamite and light it.

"Bye bye," said Hacksaw who tossed the explosive toward Baloo and his group.

Downtown-

Sam sprinted down the streets as fast as he could in search of the nearest police precinct. He didn't have to go far to find the cops, they found him.

"Hey kid get back here," yelled Officer O'Grady to the running boy, "It's after curfew."

The officer and his younger partner, Officer Byrd were surprised that the boy ran to them.

"Officers, you-you need," Sam panted, "There's there's air-air pirates!"

Both officers looked at the panting boy in the sailor outfit with skepticism.

"Airpirates you say?" said O'Grady.

"Ye-yes officer."

"And where are these airpirates?"

"At, at the Museum."

"Which museum kid, there's a lot of them in this burg," said Byrd.

"The Fine Arts Museum and they got hos-hostages."

"Maybe you should come back to the station with us," said O'Grady.

Sam sensed that this was going nowhere, "Just follow me," he said and took off back toward the museum.

"Byrd go after him," said O'Grady, "I'll call up the duty officer and let him know we got some kid breaking curfew."

Byrd reluctantly followed his superior's orders.

The Ballroom-

"Rebecca maybe we should get out of here," said Erin, "The mayor seems to want to leave.

Rebecca looked at the mayor who was talking with other prominent guests about making a break for it. Unfortunately she like everyone else had no idea what was going on inside the rest of the museum.

"We should stay here until Baloo and Taylor get back," Rebecca said.

"You're friend is a good man Rebecca," said Aunt Veronica.

"Yes he is Aunt Veronica."

"You two seem like you'd make a nice couple."

Rebecca was taken aback by the woman's comment, "Me and Baloo?"

Aunt Veronica laughed, "Don't look so surprised dear, haven't you noticed that he's been looking at you a lot tonight?"

Aunt Veronica was on to something; Baloo had been looking at her a lot tonight…in an unusual way. She looked to Erin and saw that her best friend was smiling.

Baloo's Group-

Baloo and the others watched in terror as the burning stick of dynamite came toward them. The flaming explosive seemed to move in slow motion as it neared its target. Baloo grabbed Kit and began to move away but there was no way they'd make it out of the blast radius in time. He closed his eyes and waited for the blast.

Suddenly a whooshing sound filled his ears. He opened his eyes and saw the stick fall to the floor from a cloud of white. The fuse was no longer burning. Baloo looked around and saw Wildcat holding a fire extinguisher and smiling.

"Hi Baloo!"

14th Precinct-

Detective Lieutenant Jack Thursday sat at his desk drinking a cup of black coffee to help keep him awake as he went over his paperwork. The small dog had volunteered to take 24 hour desk duty tonight to avoid having to get up every few seconds to hand out candy to trick or treaters. He also needed to catch up on his paperwork; he was almost done typing up a report on a robbery case when an officer came over the radio.

"Desk Officer this is Officer O'Grady, come in."

Thursday grabbed the mike, "This is the Desk Officer."

"Sir we got a juvenile suspect that is breaking curfew. My partner is in pursuit."

Thursday sighed, He called me for this? "OK Officer O'Grady, catch him and bring him back here and we'll notify his parents to come pick him up."

"There's one more thing sir."

"Yes?"

"He said that there are airpirates at the Fine Arts Museum."

"If that's so don't you think the cliff guns would've been going off? Interceptor Command didn't send any planes up either."

"That's what he said sir."

Thursday took a deep breath, This is ridiculous…but I need to something to keep awake, "OK O'Grady, I'll check it out."

"Going somewhere Sir?" asked Officer Baedger.

"To the museum," he said to the badger corporal.

"I'll drive," said Baedger.

Pirates-

As soon as Hacksaw tossed the dynamite, Karnage had walked off. He was soon surprised by the fact that there was no explosion.

"What happened to the big boom?" he asked.

Hacksaw looked at him in wonder and the turned and readied another stick. He was about to throw it but was stopped by Karnage who grabbed his wrist.

"Don't!" said Karnage as he noticed that Salty was walking between Karnage and Baloo.

The old pirate was carrying an oil painting, a painting that was arguably the most famous painting in the world. Karnage knew what it was the moment he saw the smiling woman lion in the black dress. The image smiled enigmatically at the pirate lord. There was no way possible that he could allow harm to befall this painting.

Salty stopped and saw that he was in the middle of two groups of people. He spun around and saw a group of costumed people and among these was the crew's old cabin boy Kit.

Taylor looked closely at the painting in the old pirate's hands and he blinked in amazement. It couldn't be…but it was. The world's most famous painting was being temporarily housed at the museum as it was on loan from the most renowned of all art museums, the Louvre in Paree. The painting was the world-famous Mona Lisa.

Everyone focused their attention on the painting. Even if a person wasn't knowledgeable about art they would still recognize this painting and as such everyone was in awe to be in the presence of the masterpiece. The bad thing about being so engrossed with the painting was the fact that everyone forgot about the burning stick of dynamite in Hacksaw's hand, even Hacksaw himself.

Finally Chip noticed the burning stick of dynamite, "THROW IT AWAY!"

Hacksaw looked up at his arm and saw that the dynamite was a split second from detonating. He panicked, turned away, and threw the stick through a window and out of the building where it detonated with a big bang.

Sam-

Sam ran as fast as he could from the pursuing police officer. His plan was to lure the policeman all the way to the museum and show him that he was telling the truth about what was going on there. He pushed himself to the limits of his strength but he was beginning to tire. He looked over his shoulder and saw that the young policeman was gaining on him.

Sam knew he couldn't keep up much longer and finally he slowed enough to allow the policeman to catch up.

"Do you know that I can arrest you for running away from a policeman?" Officer Byrd said to Sam.

Sam was about to answer when the sound of an explosion caught his and the policeman's attention.

"Believe me now?" Sam asked the officer.

"OK," said Officer Byrd as he determined the sound of the blast to have come from the direction of the museum, "I believe you."

The Museum-

As soon as the dynamite had blown Baloo looked at Chip and said, "Nice thinking buddy!"

Chip smiled and then noticed that Don Karnage and his men were looking right at them, "I think we're in trouble.

"Yes you are," said Karnage, "Pirates get them."

"Not so fast Karnage," Taylor said as he, Leroy, and Alex pointed their captured rifles at the pirates.

Karnage pretended to be scared, "Oh I am so scared!"

"You should be," said Alex as he pointed his rifle at Karnage.

All of a sudden Karnage felt really nervous. The rifle-toting wolverine looked serious. "Ah perhaps we can negotiate."

Outside sirens began to wail.

"I think the police are here," said Wildcat.

"The game's over Karnage," Baloo said.

"Yeah we're going to be the people who finally capture Don Karnage!" Taylor said with a smile.

Things were looking pretty bad for Don Karnage: he was being threatened with a rifle, his men weren't doing anything, and to top it all off, the cops had arrived.

Kit trotted over to a nearby window and saw several police cars pulling up,
"Looks like the cavalry has arrived!"

Maddog looked around at his fellow pirates and saw that none of them was making any move. The Captain was rooted to the spot, Dumptruck was looking at Karnage with an expectant look, Hal looked dumbfounded, and Salty just stood there holding the Mona Lisa. Maddog looked around the room and then up at the chandelier that hung from the ceiling. An idea crossed his mind.

"Hey watched out!" Maddog yelled.

The pirate's words caught everyone's attention including Alex who shifted his rifle away from Karnage for a split second and that split second was all it took for the wolf to move out of the way.

Maddog fired his weapon at the chandelier and instantly the heavy glass object fell from the ceiling and hit the floor between the two groups.

Salty looked up at the ceiling and saw the chandelier falling towards him. He reacted by throwing the painting up and out and running out of the chandelier's path.

Kit watched the priceless painting sail through the air and head toward a nearby staircase. If it hit then the painting could be badly damaged by the impact. Without thinking the boy whipped out his airfoil, clicked it open and went after the painting.

Baloo and the others watched as Kit went after the Mona Lisa. They saw the cub jump onto the staircase's handrail and slide down it on his airfoil.

Kit stood on his airfoil as he slid down the rail toward the painting. He gained on the spinning painting and reached out to grab it. He pulled the paining to his chest and sailed right off the rail and onto the floor. He pitched forward off of his airfoil and went sailing head first toward the floor. He managed to twist his body around and land on his back and saved the Mona Lisa in the process.

Kit slid across the floor and came to a stop next to a sculpture of a tiger woman that was missing both arms. He looked at the base of the artwork and read the name: Venus de Milo.

While almost everyone was watching Kit make his save, Karnage took the advantage and blew past Baloo and his friends with his men in tow. Hacksaw tossed a smoke grenade that covered their tracks.

Outside the Museum-

"Attention, this is Detective Thursday of the Cape Suzette Police Department, we have the building surrounded. Come out with your hands up!"

"I don't think they're going to listen to you sir," said Officer O'Grady.

Thursday looked to the policeman, "I know but it's just a formality I have to go through."

Sam looked around and saw that a bunch of onlookers were starting to form up outside of the police cordon. Among them was a hyena girl in an angel's costume that was looking at him.

The Museum-

Kit lay on his back and watched as Don Karnage and his men ran down the stairs on their way to the basement. The pirates ignored him as they made for their escape. He looked up the stairs and saw a heavy cloud of smoke come wafting down. Out of the smoke came Baloo and his friends.

"You OK Kit?" asked Baloo who went to his knees and slid next to Kit.

"I'm fine Papa Bear, just a little sore."

"That was some catch, Lil Britches; I think I hear the majors calling!"

Kit smiled and sat up, "We better go and stop Karnage."

The Basement/Sewers-

Don Karnage was absolutely furious that his brilliant plan was falling apart, but at least some of his men had managed to hold onto some of their plunder.

As they ran Karnage looked over his shoulder to Maddog, "Good work Maddog, you did a smart thing back there."

Maddog smiled, "Really? Does this make up for the thing with the Navy planes?"

Karnage thought a moment. Maddog had made a rather poor decision the other day but that had now been erased by his quick thinking actions. He had caused a distraction that had given him and his fellow pirates the opportunity to escape.

"It does Maddog," said Karnage.

Maddog smiled and called out to Hal, "Hey Hal you can eat your scarf now!"

Hal scowled and then reluctantly pulled his scarf off and took a bite.

Outside the Museum-

Sam walked up to the angel, "Hi!"

The angel looked at him with surprise, "Oh hi! Wow I thought you looked familiar. Where are your friends?"

"They're inside."

"In there?" she asked pointing to the museum.

"Yup."

"Oh my gosh how?"

"We went after the airpirates. Don Karnage is in there and we went to stop him and I managed to get out and bring the police."

"And all of your other friends are still inside? Even Ernie?"

"Yes," said Sam, "How'd you know Ernie's name?"

"I heard some of you saying it back at the park."

Baloo's Group-

Baloo and the others charged down the stairs and into the basement after the pirates. They were just about to round the corner and enter the sewer when a stick of dynamite rolled out.

"DUCK!" yelled Baloo and his friends responded in kind…except for Tommy.

Tommy picked up the stick and threw it straight into the tunnel where it blew up.

The pressure of the blast knocked the pirates to the floor.

The machine gun carrying pirate got to his feet and fired off a spray of rounds down the tunnel that, fortunately for Baloo and the others, failed to hit anything.

"I don't think we should go after them," said Leroy, "Not with the machine gun and bombs."

"You're right," said Baloo, "The cops can handle this."

Outside the Museum-

Det. Thursday watched as the doors to the museum swung open.

The voice of the mayor called out, "Don't shoot! It OK, it's us…and we have three pirate prisoners!"

Thursday saw the mayor and a host of costume wearing party-goers step out and come down the stairs with the captives being led before them.

"Where's Karnage?" asked Thursday.

"He escaped Detective," said Baloo as he recognized the detective.

"Well well well, if it isn't Mr. Bruinwald, I take it you had something to do with this."

"Something like that."

"Hi Detective Thursday," said Kit.

"Hello Mr. Cloudkicker, I imagine that you had a part in this too."

"Something like that."

Thursday looked at Baloo and cocked an eyebrow, "When did you start working as a waiter?"

The Docks-

The pirates drove across the town in their captured bus and kept to the speed limit to avoid attracting any police. Soon they arrived at their destination.

Karnage jumped out and walked to the waiting boat and the two pirates who stood looking from its prow.

"How'd it go Capt'n?" asked Ratchet.

"I don't want to talk about it."

Outside the Museum-

Rebecca, Molly, Erin, and Aunt Veronica and Uncle Redmond ran up to Baloo.

Without thinking Rebecca threw her arms around Baloo's neck and gave him a hug. "I'm so glad you're safe!"

"Uh, thanks," said Baloo who then looked her in the eyes and said something that surprised both of them, "You want to go get dinner sometime?"

"I'd like that very much," Rebecca said with a smile.

Kit stood looking at the pair who had just ended their hug and he laughed.

"What are you laughing at Kit?" asked Baloo.

Kit just looked up at Baloo and smiled mischievously.

The Harbor-

Karnage looked back at the city skyline and pouted in frustration. He had had a plan that was so audacious and so brilliant that he was certain that it would work but due to the interference of Baloo and his sidekick Kit Cloudkicker he had been foiled.

Gibber approached him and held up a painting.

Karnage looked at the painting: it was a nighttime scene of a small, starlit village. A big yellowish Moon hung in the upper right corner of the painting and a large, oddly-shaped tree stood in the left foreground. The colors had a fantastical swirl to them that gave the image an almost whimsical quality. He looked at the name plate on the painting's frame and read the inscription: Starry Night-V. Van Goat. Karnage's eyes widened.

"You took this?" he asked Gibber.

Gibber nodded with a big smile on his face.

Karnage smiled at this sudden return to good fortune, "This was the best Halloween ever!"

Outside the Museum-

"Heya Kit, heard you had quite the adventure in there," asked Jimmy Leopardi.

Kit looked at the little leopard who had stepped out of the crowd. He hadn't realized how long he had been there as he had blended in with all the real policemen.

"It was one heck of a night Jimmy."

"Tell me about it," laughed Jimmy, "Take a look at Spiller over there."

Kit looked and saw that Ernie was taking a cautious step toward a girl in an angel costume.

"It's the girl!" Kit said.

"Looks like Ernie had a good Halloween."

Ernie slowly approached the girl. He was amazed by her sudden appearance and the look he had on his face was evident to the girl.

"I live around here and I heard the commotion so I came over here and found your friend Sam," she said, "He told me you were in there."

"Wow you're a sight for sore eyes," Ernie said and then felt like a fool for saying something so dumb.

She laughed and said, "So you're Ernie."

"You know my name? Did Sam tell you?"

"No, I heard your friends calling your name while we were in the park."

"Oh OK," he said, "I never got your name."

"Emily," she said.

"That's a pretty name!" he said a little too quickly, "Uh I meant to say you're pretty-I mean it's a pretty neat name, uh," he stammered unsure what to say next. His heart was beating in his chest like a jackhammer, "I uh, well I'm glad that you're here and I uh, I uh...I'm looking like a fool aren't I?"

She giggled and took his hands in hers, "You're looking like a hero."

Ernie felt the blood rush to his face, "I know this little place that has really great malts, want to go with me sometime?"

Emily looked at the boy who wore a goofy and nervous expression on his face and said to him, "I'd like that very much," then she leaned forward and kissed him on the cheek.

As the kiss ended, Ernie stood there with a goofy smile on his narrow face and thought to himself, Wow.

Kit looked over at his best friend and smiled, "Way to go Ernie!"

Ernie looked to Kit, smiled, and winked.

Later on it was discovered that some items including one painting, a work by Vincent Van Goat that was valued at over $2 million dollars, had been stolen by Karnage but despite this the work of Baloo and his friends had garnered much praise from the museum staff as well as the city government. They were hailed by the museum as heroes and had been featured on the cover of all the major newspapers in the city. As such more business was brought to Higher for Hire which made Rebecca happy. In a few days she and Baloo enjoyed dinner together at a fancy restaurant where, to Baloo's enjoyment, he was NOT confused as a waiter.

At the present however Kit stood near the museum with his friends and watched the scenes going on around him: Three captured pirates being led away in a police paddy-wagon, Baloo and Rebecca being close, Ernie getting kissed and looking like he had been struck by lightning, Erin, Taylor, and Taylor's Aunt and Uncle talking with the mayor, and Tommy and Chip being unanimously proclaimed members of the Jungle Aces Secret Midnight Club by the other club members.

Kit smiled at everything and realized that despite all of the unforeseen things that had come up it had been a great night, he even had managed to get his bag of candy back from inside the museum. He looked at everyone and called out to the crowd in a cheerful voice, "HAPPY HALLOWEEN!"

"Nothing on Earth so beautiful as the final haul on Halloween night"-Steve Almond