Up, Up, and Away in My Beautiful Baloo-n
Part 1

TaleSpin and its characters are the property of Disney. All other characters, with the exception of Mrs. Poppins, are mine and cannot be used without permission.

A big thanks goes out to everyone for reading my stories and for your wonderful comments! And thank you, Gidget, for giving me permission to borrow Mrs. Poppins.

Cape Suzette
Higher for Hire
October 1937

Thirteen-year-old Kit Cloudkicker, leaning against a weathered wooden piling as he sat on the dock, was enjoying the beautiful day. The weather was usually nice in the tropic port of Cape Suzette, but this day seemed even nicer than most: bright sunshine; a few scattered wispy cirrus clouds; seagulls screeching overhead and diving into the sparkling blue harbor, emerging with their catch of a wriggling fish; an occasional seaplane splashing down for a landing; the steady clang of the harbor buoy as it bobbed on the gentle waves. All of it was marred by the unpleasant sound of his Papa Bear and his boss arguing in Higher for Hire's office.

Kit sadly shook his head. Why can't those two get along? If they stopped yelling at each other for five minutes maybe they'd realize that they have a lot in common - like Higher for Hire, the Sea Duck.

A loud, "Don't pop your pearls, lady!" came from Baloo, closely followed by an "OW!". Rebecca had tweaked Baloo's ear.

Bad tempers.

This fight was escalating into a rip-roaring battle as the adults' muffled voices increased in volume. Wryly, he thought, Jeepers! If Molly and I behaved that way, we'd be punished. The boy tried to block out the disagreeable noise by delving into his Space Riders comic book.

To the boy's dismay, the door flew open, allowing the argument to spill outside.

"Aw...keep yer high-falutin' opinions to yourself, Becky!" yelled Baloo, standing in the doorway.

"It's Rebecca, and don't you forget it, buster! Rebecca! Rebecca!"

"Yeah, I heard ya the first hundred times, Ree-bec-ca!"

"And don't you come back in here until you're prepared to do as I say, Baloo! Remember I am your boss!"

Baloo banged the door and stomped down the dock, teeth gritted, fists clenched in rage. Kit could feel his tempestuous footfalls shaking the dock as the overweight grey bear made his way towards him.

Loudly, Baloo growled, "As if she ever lets me forget it. No way, no how are ya gonna get me ta talk to Miz I-Know-Everythin'-An'-You-Don't-Know-Nuthin' ever again. If only I had me fifty gees, I'd buy back the Duck an' leave ol' bossy boss lady eatin' my prop wash." He plopped into his hammock slung under the Sea Duck's wing. A strong odor of onions clung to him.

Kit looked up from his comic book. He knew that he was going to regret asking, but he was curious. "What did Miz Cunningham say this time?"

"Called me a lazy slob who could use a bath." Baloo pulled his red pilot's hat over his eyes with a vexed sigh. "Ha! A lot she knows."

"Well, you do smell like onions."

That was definitely the wrong thing to say.

Baloo was off and ranting. "Anyone would after haulin' 'em halfway 'round the world! But that ain't the point, Li'l Britches. She's always naggin' me, insultin' me, tryin' ta improve me." In a falsetto voice, he mocked, "Remember that you represent Higher for Hire. Your appearance is important, Baloo. Brush your hair, Baloo. Just look at that shirt, Baloo; it's filthy! Why can't you pick up after yourself, Baloo? This place is a mess! You're a mess, Baloo!" The big bear snorted, continuing in his bass voice, "Pick, pick, pick all the time. No matter what I do, it ain't good enough for her. Here I was - on time even - an' all she says is 'take a bath'. Not good job, Baloo. Not thank you, Baloo. No smile. Nothin' positive. Just take a bath. I don't think Perfect-a Ree-becca likes me anymore."

"Miz Cunningham likes you, Baloo. She's just..."

"Crabby," Baloo supplied curtly.

"Stressed." Kit gazed at Higher for Hire with a thoughtful expression. "I wonder if it has something to do with us delivering less cargo lately."

"Whatever," Baloo grumbled. "I thought friends were s'posed ta pick ya up, not pick ya apart. She may think this ol' bear's thick-skinned, but I ain't. All them insults hurt, kid. They hurt deep." With a heavy sigh, he rolled over in his hammock.

"Okay, okay, sorry I asked," the brown bear cub apologized softly, blown away by his Papa Bear's soliloquy. He returned to his comic book and shortly heard Baloo snoring. Kit got up and walked into Higher for Hire where his boss, Rebecca Cunningham, was shuffling papers on her desk. Kit noticed that she had dark circles under her eyes and that she looked tired. She had looked tired a lot lately.

"Ah, Kit," the petite brown bearess addressed the boy with a warm smile; "here's your paycheck."

"Thanks, Miz Cunningham." Tentatively, he ventured, "Um...are you coming to my school play next Tuesday? I have the second biggest part, and I've worked really hard on memorizing all of my lines. I'd really like it if you and Molly could come."

"Is that bear going?" She glared in the general direction of the Sea Duck.

"I suppose so," Kit said quietly, fiddling with his paycheck.

Under her breath, Rebecca morosely muttered, "I couldn't stand to be the same room as that despicable slob!" To the boy, she replied in a matter-of-fact tone, "I'm sorry, Kit. I would like to go, but I have an appointment that evening." She busied herself in the filing cabinet.

Disheartened, Kit wandered outside to find someone who was rarely in a bad mood - Wildcat. The mechanic was fiddling with a gizmo inside his houseboat. Kit took a place beside the lion on a crate. "Hey, Wildcat."

"Hey, Kit."

Kit sat there with his hands propped in his chin, his elbows on his knees. He stared glumly at the floor. "Baloo and Miz Cunningham have been yelling at each other all week, and it's just getting worse. What am I going to do?"

"Buy earplugs?" Wildcat suggested, tightening a bolt on the unknown, odd-looking object with his trusty wrench.

"There's gotta be some way to get them to be friends again," Kit mumbled. He got up and started for downtown and the Cape Suzette National Bank. He was deep in thought about his dilemma when he stepped into the bank lobby. As he did so, a deafening, ringing siren went off. Kit stopped in his tracks as bankers and tellers surrounded him. "I didn't steal anything." He held up his hands and his paycheck. "I was gonna deposit this. Honestly."

A portly grey koala in a three piece suit patted the boy on the back. Grinning, he stated, "Congratulations, my boy, you've won!"

"Won what?"

"The door prize. You're the hundredth customer today."

"What did I win? Free money?" His eyes lit up at the white envelope that the banker had placed in his paws. It could be a check for stupid amounts of money. Maybe he could buy his own plane!

Aside to a female teller, the banker whispered with an amused chuckle, "They always think it's money." To Kit, he said jovially, "No, young man, it's tickets."

"Oh, boy, that's swell," Kit murmured, his dreams of a new plane crashing around him. Then he glanced at the tickets. They were for two free dinners at the newest posh restaurant in town - the Zen Zeppelin. His face broke out in a broad smile. This could be exactly the thing he needed to get Baloo and Miz Cunningham to be friends again. "Gee, thanks! Um, mister?"

"Yes, son?"

"Can I give these tickets to anyone? I mean, I have a couple of friends who would love to eat dinner on the Zen Zeppelin."

"Yes, they're transferrable and good for an entire year."

After depositing his check minus five dollars for comic books and sweets into his savings account, Kit strolled home, whistling. He stopped off at Wildcat's houseboat. The mechanic was still fiddling with the same piece of machinery. Now, he was banging it against the floor.

"Wildcat, I know what to do."

"About how to make this doohickey behave?" Wildcat said hopefully.

"No...about how to get Baloo and Miz Cunningham to stop fighting."

"Bessie won't cooperate today. Maybe she needs a rest." The young lion gave up on the airplane part and tossed it over his shoulder into a corner along with other mismatched pieces of this and that. "You're going to make them eat avocado dip until they get real sick? Then they'll stop fighting for sure. No, wait. They'll fight over the bathroom. Oh, I know! Put duct tape over their mouths. Then they'll sound like - mmm...mmm!"

Kit showed his prize to the mechanic. "I won these tickets at the bank. See, it's to the Zen Zeppelin."

"Wow-how-how-how!" Wildcat laughed, impressed. "The big silver balloon that flies allll over the city?"

"Yep, that's the one. It says here that it boards at seven and lands at nine. That'll give them two whole hours together. They'll have to make up."

Later that afternoon, Kit put his plan into action.

"So, you see, Papa Bear; I got two free tickets to eat on the Zen Zeppelin. I want you to come with me tonight."

In his excitement, Baloo fell out of his hammock. Thunk! he landed on the dock. "Free food while ya fly? Sounds like my kind of party. Count me in, kid."

Kit gave the pilot one ticket. "Here's your ticket. I'll meet you there just before seven o'clock. Don't be late."

"When food's involved ol' Baloo's never late!"

One down. One to go, Kit thought to himself as he strolled into the office.

Rocking on his feet anxiously, Kit explained, "So, you see, Miz Cunningham, I won these two free tickets to eat on the Zen Zeppelin for being the one hundredth customer at the bank, and I would was wondering if you would accompany me tonight. Please?" He flashed her a charming smile.

"Why didn't you ask Baloo? He would jump at the chance for a free meal."

Kit thought up a quick story. "It's a fancy place. He...he wouldn't know what fork to use with each course."

Rebecca laughed sarcastically. "I understand that, Kit. Baloo doesn't exactly belong in upper-class society. What time do I pick you up?"

"How about if I meet you there? Here's your ticket." Kit turned on his heel and ran outside. "Don't forget - seven o'clock tonight!"

"Dinner with a younger man," Rebecca said softly, smiling at her ticket. "What a sweet boy."

That Evening

The Zen Zeppelin, a large silver dirigible, was docked at the Cape Suzette airport. It was a very impressive aircraft mechanically and aesthetically. Concealed beneath the balloon's shiny Mylar covering were seventeen helium-filled gas cells. These cells were individually covered with a rubberized cloth and confined in a rigid framework, allowing for added stability and safety. The airship was propelled by two propellers mounted on the rear of the balloon. From the cockpit, the pilot controlled the craft using a system not unlike airplanes - rudders and elevators - also attached to the rear of the balloon.

The glistening black gondola that hung underneath the balloon was divided into four compartments: cockpit, observation room, dining room, and kitchen.

Everything was very classy. Tables adorned with delicate china, polished silver, crisp white tablecloths, and fresh flower bouquets lined both sides of the large dining room.

The observation room was next to it, featuring ceiling-to-floor windows and comfortable plush couches.

The kitchen, fitted with only the most modern appliances, was at the opposing end of the state-of-the-art cockpit. The Zen Zeppelin flew with a crew of two captains, three chefs, a seating hostess, and five waitresses. Because it could only accommodate thirty passengers at a time, it was very exclusive.

Baloo arrived at 6:45 P.M. The big grey bear, clad in a tuxedo (per Kit's insistence) with a sloppily tied red and white polka-dotted bow tie, was anxious to get a good seat and perhaps get a peek at the cockpit. After handing the hostess his ticket, he was seated at a table. He was disappointed to learn from the hostess that guests weren't allowed in the cockpit. To pass the time, he amused himself by perusing the menu. His sensitive nose sniffed the air with appreciation. The chefs had already begun to prepare the elaborate gourmet five course meal.

Rebecca arrived five minutes later. Alighting from the cab, she put her hand to the back her head to make sure that her S-shaped chignon was still in place. She gaped in awe at the zeppelin looming before her, illuminated by the last rays of the setting sun and the flashing airport beacon. She pushed every frightening detail of the recent Hindenburger disaster from her mind. She would not be burdened with fears tonight. Tonight she was going to enjoy a leisurely meal with a very special young man. Lifting the hem of her flowing pink gown to keep it off of the damp ground, she swept up the red-carpeted ramp into the zeppelin. The hostess took her ticket and seated her across from...

"Baloo! What are you doing here?" Rebecca cried, scowling at the pilot.

The big bear returned her scowl with a vengeance. Rebecca was the last person he wanted to see. "What am I doin' here? What are you doin' here?"

"Where's Kit?" they exclaimed simultaneously. Their eyes darted around the dining room. There was no sign of a thirteen-year-old boy in the dining room, which was quickly filling with passengers.

Rebecca's eyes narrowed with suspicion. "If this is another one of your screwball schemes..."

"This ain't my screwball scheme, Beck...er, Rebecca. Kit set us up. I can't believe he would pull a bonehead stunt like this! That kid's gonna get it when I get home!" Baloo grumbled, wadding up his napkin in his fist and starting to rise from his chair.

"Fine, you leave," Rebecca rejoined.

Baloo immediately regained his seat. "Me? I was here first! You leave!"

"No way! Do you know how many rich people are on this airship? Rich people with rich contracts?" she whispered pointedly across the table.

"Yeah, yeah, money makes the world go 'round for Miz Rebecca Cunningham." Baloo crossed his arms, glowering at the bearess. "I got the right ta be here same as you, and I ain't budgin' 'til I get my grub!"

At that moment, the zeppelin began its gentle ascent into the air.

Rebecca watched the ground disappearing out the window and sighed. "Now, neither of us can get off."

"Got a parachute on ya?" Baloo smirked contemptuously, propping his face in his hands.

"I always carry one in my purse," she cooed in a silky smooth voice. Baloo recoiled in his seat when she snapped, "Of course I don't, you buffoon! I'll tell you what, Baloo; we'll compromise. I'll sit at that empty table at the other end, and we can pretend that we don't know each other."

With a disdainful wave of his hand, Baloo said, "Adios, stranger."

Rebecca made her way to the end of the dining area and sat down, facing Baloo. Both bears busied themselves with the menu, making it a point to ignore each other.

A Half an Hour Later...

Gazing past the stuffed shirts enjoying their salads, Baloo focused on the design ofthe zeppelin itself, noting how the gondola was attached to the framework of the rigid balloon. He'd never been inside a dirigible. He kept wishing that he could visit the cockpit.

By accident, Baloo met Rebecca's gaze across the room. She was shooting him a quizzical look, because she wondered what in the world he was doing gawking at the ceiling. Coldly, she averted her eyes.

Frowning and grumbling to himself, Baloo attacked his salad. Man, it's icy in here. Why's she so riled up? I'm not doin' nuthin' wrong. Some evening this turned out to be. Thought I was gonna spend it with my best buddy, but I end up with crazy lady over there. Wish she'd stop lookin' at me. It's makin' me squeamy-ish. Almost puts me off my feed. Baloo shoveled more salad into his large mouth. He revolted a few other patrons by chewing with his mouth open. Never thought I'd be double-crossed by Kit. I'll hafta rub it in how nifty this airship is. I'm here, an' he ain't. That'll make him sorry. He'll never pull another one over on his ol' Papa Bear again.

At the other side of the room, Rebecca munched on her salad She looked furtively over at the big bear, thinking, Baloo does clean up nice when he bothers to clean up. But why did he wear that ghastly bow tie? Doesn't he have any fashion sense? And close your mouth when you eat, Baloo! Ugh! That bear! Then, feeling a little lonely eating by herself, she thought, I wonder what he's thinking about.

Despite all her quibbles about his manners, she wished that she could join Baloo. The pilot, though uncouth, made dining entertaining. Many of their sort of 'dates' had turned into exciting adventures. She was beginning to tire of the endlessly endless animosity between them. She wanted to be friends again.

From the first moment that they had met, they had sparred. It was inevitable. They were two very different people from different backgrounds with completely different views of the world. However, as of late, the most trivial things propelled them into a bitter argument. It was like they couldn't talk about anything without the conversation erupting into a fight. Rebecca didn't know what had happened to their friendship.

This is stupid. Why are we eating at separate tables when we could be having fun eating together? She had almost made up her mind to just walk over there and sit down across from him when she snuck another peek at her pilot. He was chatting with a waitress - a young, attractive minx with a great set of legs showed off to perfection by a skimpy, black-and-white uniform. The big bear had a simpering, butter-couldn't-melt-in-his-mouth smile on his face, which annoyed Rebecca to no end. Stop drooling, Baloo. She's half your age and probably has less than half of your brains. That's a scary thought. Rebecca smiled maliciously. Save your breath, girlie gold-digger, that bear's as poor as the day he was born.

Glowering, Rebecca jabbed her salad so hard that the plate flew across the table and onto the floor with a reverberating smash. All eyes turned towards her. However, she didn't see anyone but Baloo. He flashed her an amused smirk. That dumb bear is laughing at me. How dare he! Biting her lower lip to keep it from trembling, she stared out the window at the city.

Baloo was thinking, Oh, man, she's gonna cry. Aw, c'mon, don't cry in front of these snooty folks, Becky. He half rose from his seat. In the nick of time, he remembered that he was mad at Rebecca and couldn't go over to comfort her.Still, he felt compelled to do something to help her. 'Cause it's my job to embarrass us, not yours... Baloo deliberately knocked his plate onto the floor. Lettuce, tomatoes, carrots, spinach, croutons, and salad dressing splattered everywhere, including on the waitress's 'great set of legs'. "Oops," he said innocently as everyone's eyes swivelled towards him. "That salad oil's really slippery tonight."

The waitress stormed off in a huff.

When Baloo looked Rebecca's way, he shrugged and flashed her a sympathetic grin, allowing his boss to know that he had done it on purpose for her sake. Quickly diverting her gaze, Rebecca hid a ghost of a smile behind her water glass.

Fifteen Minutes Later...

Rebecca took a dainty bite of her filet mignon and glanced around the room. Her eyes rested on Baloo, who was obviously enjoying his veal parmesan. She winced as he slurped noodles, leaving a ring of white sauce around his lips. Oh, Baloo, use a napkin, for Pete's sake! And remove that napkin from your collar. Try not to act like a no-nothing slob for a change. Oh, that bear! Fighting the impulse to march over to him and demand that he use some manners, she gritted her teeth. Pretend he's not even there. Focus on someone else. She smiled graciously at a dapper, professional-looking raccoon seated across the aisle. The middle-aged man was also eating alone. Always on the outlook for potential clients, Rebecca wondered what he did for a living and if it involved shipping cargo.

Across the room, Baloo licked sauce off of his fingertips and leaned back in his seat with a contented sigh. Man, this is gooooood eatin'! Better'n most gourmet (he pronounced it - gore met) dinners Becky usually drags me to. These cooks ain't afraid to skimp on the ingredients. He glanced over the menu to see which course was next - dessert.

His eyes traveled around the room at the other patrons. Unwittingly, he checked on his boss to see how she was faring. A pudgy raccoon of about Kit's height with a too bright, too wide smile was conversing with her across the aisle. Becky's got that 'catch-a-client' look on her face again. Don't she ever think about anythin' besides business? He pondered which of the two high-caloric dessert choices seemed most appealing, wishing that he could try them both. After the salad incident, he knew that he couldn't finagle an extra dessert from the cute waitress. If he had been sitting with Rebecca, they could have gotten one of each and shared like they had on their last 'date'...uh...the last time they happened to eat dinner out together.

When Baloo casually flicked his eyes in Rebecca's direction again, he was mildly alarmed. The shifty-looking raccoon was now sitting beside Rebecca. Using the old fake a yawn trick, the raccoon slipped his arm around the bearess's shoulders. Where does that slimeball get off doin' that? Baloo got really steamed when he noticed that she was trying to pull away, but couldn't. The raccoon shot her an ungentlemanly leer and pushed her farther into the corner. That's it! Ol' Baloo's gonna take the bee outta his bonnet. Clenching his big fists, Baloo stalked over to the couple.

"Thanks fer savin' my seat, pal," Baloo growled, lifting the raccoon by the back of his suit coat and setting him down at his own table. Then the bear squeezed in beside his boss.

"Why, Baloo, I believe you're jealous," Rebecca commented with a sly, yet relieved, smile.

"Jealous of that bushy-tailed bozo? Ha! Not me." Baloo crossed his arms. "Nah, Rebecca, I'm lookin' out for numero uno. Every time you get involved with namby-pamby guys like that," he jerked a contemptuous thumb towards the dandy raccoon who was shrinking towards the wall, "I gotta bail ya out. It interrupts my snoozes."

The bearess placed a gentle paw on his arm. "Thank you for your concern." She then drew closer to him, her expression soft and dreamy. "Baloo, I'm going to do something I've wanted to all evening."

Baloo nervously licked his lips. "Yeah?"

Taking the napkin from his collar, she wiped the sauce from his mouth. She straightened his crooked bow tie. Patting his chest, she proclaimed, "There. Now you're perfect."

Baloo's rumbling laugh resounded throughout the room, disturbing the hush of polite conversation. "Have ya had dessert?"

"You know I haven't, Baloo. You've been watching me the entire time."

The big bear's shocked face softened into a smile. "An' vice-a versa, boss lady. I've seen those big brown peepers of yours scopin' me out."

Two flecks of pink appeared on Rebecca's cheeks. He knows what color my eyes are. The first nickname that Baloo had ever called her - Brown Eyes - on the first day they had met came to her mind."Can you blame me? It's no fun eating alone."

"No, it ain't, Rebecca."

"Becky," she corrected softly, smiling shyly up at him through her eyelashes.

That smile made the big bear look at his boss twice. For the first time in his life, he noticed how beautiful her eyes truly were. His heart beating out a staccato rhythm, he returned her smile. "Okay, Becky." He peeked at her menu over her shoulder. "The double-decker, double-chocolate brownie sundae delight sounds good."

"Mmm...I don't know; it looks so rich, especially after all of that rich food. Maybe I'll have a bite of yours."

"May I take your orders?" the waitress - an attractive feline - asked.

"Does this sundae come with napoleon ice cream?" Baloo inquired in his best polite society manners tone.

"Excuse me, sir?" The waitress was confused with the verbiage.

"For what? Did ya burp?"

Rebecca chuckled. "I think he means neopolitan."

"Sorry, sir. Just vanilla."

"Too bad. Guess we'll hafta live with that." Catching Rebecca's reproving gaze, he corrected, "Um...I mean, one sundae, if ya please, an' two spoons."

When the waitress had brought their dessert - two scoops of vanilla ice cream on a warm brownie with velvety fudge, whipped cream, and a cherry on top - Rebecca inquired a little too nonchalantly, "So, Baloo, what were you saying to that girl?"

The big bear scooped up a huge glob of the sundae. "Mmm, baby." He smacked his lips in ecstacy. "I was just - man, this is dee-bob-a-licious! No Krakatoa Special, but it hits the spot."

With a lift of her eyebrows, the bearess reiterated, "Ahem. About the waitress?"

"The waitress? What waitress? Oh, yeah, the waitress. I was just tryin' ta sweet-talk her into givin' me a little look-see at the cockpit."

Smiling wryly, Rebecca asked, "Then you didn't notice her other, er...attributes?"

Baloo cast his boss a suspicious, sideways look. Could Rebecca possibly be jealous? That was an interesting, and strangely heartening, concept. "She's a stunner all right," prompting a frown to appear on Rebecca's countenance. Catching her displeased expression out of the corner of his eye, Baloo continued, "But she wasn't much ta talk to. Heck, she didn't even know a throttle from a rudder - not like you do, Beckers. Give me a smart gal who knows somethin' about planes any day."

That statement, as well as the affectionate look Baloo bestowed upon her, brought a dazzling smile to the bearess's face, bright enough to light up the entire room.

"What were you sayin' to that clown, Becky?" Baloo countered in a sly tone.

"If you mean that businessman, I was merely making friendly small talk," Rebecca stated airily. "You know, nice night for a flight. Good dinner..."

"I own a cargo company. Do ya got any cargo ta ship?" Baloo snickered.

"It doesn't hurt to advertise," she retorted around a mouthful of sundae. She tapped the bowl of her spoon against his chest for emphasis. "And Higher for Hire can use all the advertising that we can get, Baloo, especially since that new cargo company stole twenty-five percent of our clients." She frowned pensively out the window. "I don't know what we're going to do if this goes on...if they take more of our business..."

Is Becky so desperate for clients that she would let that sleazy shrimp take advantage of her? That thought frightened him. "Why don't ya tell me this stuff, Becky? Maybe I can think of a plan ta help."

Rebecca laughed derisively. "How can you help, Baloo? You know absolutely nothing about business."

"Yeah, but I know planes an' folks. I got some connections."

"Loose connections, I bet. What we need is more advertising." Deep in thought, Rebecca sucked absentmindedly on the bowl of her spoon.

"I think he thought you were advertisin' yourself, Becky, the way he was all over ya." Placing a paw over hers, he said seriously, "Ya gotta be careful around slimy snakes like that, honey. They ain't gentlemen."

Thinking that her pilot was being condescending, treating her like the proverbial damsel-in-distress, her temper flared. She yanked her hand away. "And you are, Mr. I-Only-Take-Baths-When-I-Have-To? I can take care of myself and Higher for Hire, and if you don't think that I can, you can take yourself right back over to that other table, mister!"

"Easy, Becky. Don't wanna see ya hurt, that's all. I tell ya what, let's make a bet. Five bucks says I can land a client."

"Deal."

They shook hands on it.

"That's the easiest five dollars I've ever made," Rebecca said smugly.

"Just leave the next customer to me, Becky. Hey, what happened to the sundae?" Baloo stared at the empty bowl. The dessert was gone, yet he had barely tasted it. "You call that a small bite?"

"No, I'd call that a lot of small bites!" she chortled mischievously, finishing off the dessert by picking up the cherry and popping it into her mouth.

After dessert, the two bears wandered into the observation room, which adjoined the dining room. In that dimly-illuminated setting, the lighted buildings of Cape Suzette were visible through large ceiling-to-floor windows. They sank onto one of the fourteen plush sofas - seven on each side of the room - facing the magnificent vista as they floated through downtown Cape Suzette.

"Oh, Baloo, isn't it marvelous?" Rebecca gushed, eagerly taking in the sights. "I knew Cape Suzette was beautiful, but this is something else."

"Yeah, somethin' else," Baloo murmured, thinking that his boss looked uncommonly pretty this evening.

Catching his eyes fixated on her instead of the city, Rebecca blushed, feeling her pulse quicken. What was happening to her? She couldn't possibly be falling for...no! Absurd! Impossible! Ridiculous! And to use the vernacular - totally wrong-o! Pushing that uncomfortable thought far, far from her mind, she decided to lighten the mood by keeping the conversation light. "There's my apartment." The bearess gestured to a building constructed around a waterfall. "I wonder how Mrs. Poppins is doing with Molly. She pouted for a long time after I told her that I was going out with Kit."

"Mrs. Poppins? Why should she care if ya go out with Kit?"

Rebecca giggled at his confused expression. "No, silly. Molly. She thinks the world of Kit, you know."

"Yeah, an' Li'l Britches thinks the world of little Button-nose, too. Lookee, Becky, all the lights are on in Khanny's tower. I heard he makes his guys work sixteen hours a day. Never catch me workin' that hard. No sirree."

"If I get sixteen minutes of work out of you, buster, I'm doing good," Rebecca retorted testily.

"But I get a lot done in those sixteen minutes," the pilot rejoined. He draped an arm on the back of the seat, then casually slid it onto Rebecca's shoulders. He was pleased when she leaned her head against him.

The zeppelin slowly made a U-turn and headed towards the cliffs. Lights of the cliff markers, passing airplanes, and houses situated on the cliffs drifted by.

Baloo yawned. "This couch is comfy. The Big Guy's nice an' full." He patted his ample stomach. "Good time for a good snooze."

"You think anytime's a good time for a snooze, Baloo," Rebecca said sarcastically. She was feeling curiously congenial towards this bear who usually drove her up the wall. Tentatively placing a paw on her pilot's broad chest, she nestled a little closer to him, reveling in the wonderful feeling of his strong arm about her.

"I got a reputation to uphold, Beckers." Yawning again, Baloo thought that this woman couldn't possibly be the same stressed out, irritating boss that he knew. Something about her had changed, and he liked it a lot. Maybe there was something in the air on this zeppelin.

"A reputation for being lazy?" Rebecca chortled softly.

"Ya know, laziness is nothin' more than the habit of restin' before ya get tired. I read that someplace."

"You definitely have that habit down pat."

Baloo beamed proudly. "You better believe it! It look years of practice to perfect it, too."

Rebecca opened her mouth to say her next retort when a male crane sat down beside Baloo, his hippo wife sitting down beside him. They weren't shy about taking up more than their fair share of the couch. The two bears were forced to scoot over.

Rebecca took in their expensive, tailored clothes and decided that they were indeed somebody important. She intended to discover who when Baloo interrupted with, "Howdy do, folks. Fine evenin', ain't it?"

Rebecca could have cheerfully strangled him. Howdy do? Oh, Baloo!

"Howdy right back atcha," the crane said in a voice tinged with a southern accent.

"Howdy, y'all." the hippo crooned, also with a southern accent.

"You from outta town?" Baloo inquired politely, briefly removing his arm from Rebecca's shoulders to shake the crane's hand.

"Yeeeeuuuuup," replied the crane succinctly, giving Baloo's hand a firm shake.

"Attlanta," added the hippo, peeking around her husband's beak to get a better look at the bears.

"Visiting Elmira's sister this weekend."

Elmira, the hippo, nodded in agreement. "Are you and your wife from Cape Suzette?"

"Oh, we're not married," Rebecca corrected quickly, removing her hand from Baloo's chest as if her fingertips burned.

"Rebecca's my boss." Baloo lifted his arm from around the bearess.

"Yes, I'm Baloo's boss." Rebecca nodded furiously.

"Small world. Elmira's my boss, too," the crane chuckled, prompting a scowl from his wife.

"Lester! Hmpf!" Elmira petulantly crossed her arms.

"What's your line o' business?" Baloo inquired casually.

"Cotton."

"Cotton?" Baloo echoed.

"Yeeeeuuuuup. Cotton balls, cotton swabs, cloth - if it's cotton, we make it."

Baloo could feel Rebecca clutching at his arm. "Sounds real interestin'," Baloo said, patting Rebecca's paw. He knew exactly what she was thinking - potential rich clients. Baloo wanted to show his boss that he could land contracts. In addition to the fact that Higher for Hire desperately needed customers, five whole dollars was on the line! And he wanted to rub it in Rebecca's face when he 'told her so'. He had to try to steer the conversation towards shipping. This was new territory for the cargo pilot, so he began tentatively, "Good business?"

"Weeeeellllllll, can't complain," Lester drawled. "Opened a factory last month in Port Largo. Only problem is sometimes with shipping. Not enough planes to ship merchandise out fast enough, especially to this part of Usland."

A soft squeal escaped from Rebecca.

Ignoring the painfulness of Rebecca's fingers digging into his arm, Baloo rubbed the back of his neck thoughtfully. "Hmm...that is a problem, Lester; but we might be able ta help ya out. See, Rebecca an' me run a cargo company here in Cape Suzette by the name of Higher for Hire."

"That a fact?" Lester said, his interest piqued.

"Y'all run a cargo service? Isn't that wonderful?" Elmira piped up loudly. "Higher for Hire, did you say? A little family business?"

"Yes, Higher for Hire," Rebecca agreed cordially, enunciating every syllable of her business's name. "And I guess it is sort of a..." she shared a smile with Baloo; "family business."

"Catchy name, ain't it, sugar?" the hippo said, prodding her husband's arm with her index finger. "Remember how you're always saying that you want to patronize as many small businesses as you can? We started out as a little family business, just me and Lester; and now we own seven factories in three states."

"Call us." Rebecca dug in her purse and produced a business card, which she handed to Baloo. Baloo, in turn, passed it to Lester.

"Yeah, ring-a-ling us up if ya need any help," Baloo reiterated courteously.

"Will do." Lester looked at the card before tucking it into his pocket. He shook Baloo's hand again.

"Let's check out the view from the other side, sugar, and leave these business partners to discuss things privately," Elmira said, taking her husband by the arm and basically pulling him up. "Nice to meet y'all."

"Nice meeting you," Baloo and Rebecca replied in unison.

When the couple was out of earshot, Rebecca whispered, "That was very smooth, Baloo. I am impressed." She couldn't believe that her incompetent pilot, the immature slob who ran his own business into the ground, landed a contract - practically.

Baloo smiled smugly. "You've just gotta have a little faith in this little ol' bear, sugar," he drawled, mimicking Elmira's accent. He held out his hand. "An' you owe me five smackers."

Reaching into her billfold for the money, Rebecca said, "Double or nothing, you can't do that again." Her voice, as well as the voices of all the others onboard, rose to a high-pitched squeak.

"What's goin' on?" Baloo squeaked, sounding like a chipmunk.

"Helium. The balloon is full of it. Inhaling it makes voices squeaky. There must be a leak somewhere," Rebecca speculated.

"Oh, baby, there really is somethin' in the air!"

Crew members passed through the room, cracking open windows. "Stay calm, folks. We have a leak in one of the helium canisters. Nothing to worry about. Helium is a safe substance. A little ventilation, and it will all clear out."

Baloo screwed up his face comically. "I already went through a voice change once in my life. This is ridiculous."

Rebecca squealed, "Look at the stars! They're so clear tonight."

"Wonderful, Beckers," he replied, paying more attention to her bright eyes than the bright stars.

"Ooo! A shooting star. Did you see it, Baloo?"

"Quick, make a wish," Baloo said in his normal voice. "Hey, I sound like me again."

Rebecca squeezed her eyes shut. But before she could wish for anything, Baloo murmured, "Uh-oh. Who turned out the stars?"

The bearess's eyes flew open. The zeppelin was being devoured by the Iron Vulture. "Oh, no. Air pirates," she said wearily. "I knew this evening was going too smoothly."

End of part 1