Talespin does not belong to me, nor do any of its characters… They're Disney's! I'm not in this for the money, just for fun! All original characters belong to me, but anyone is welcome to use them if they wish. And anyone who wants to use any of my scenes, to attempt a bit of art, then please go right ahead!

Just in case some people get insulted at the way some scenes are written, such as the sexist remarks… etc. Please remember that I'm trying to keep all the characters in line to the show, so things like sexism was typical for Baloo and other characters, and remember that the show was set in the 1930s, so things were different back then.

These fics also came with illustrations, but obviously you can't see them on FF. To see this fic in all its glory, go to the Talespin website (remove spaces)…

www. Animationsource .org/ talespin/ en/ fanfic/storyseeker1/ 20493. html


Half An Hour Later;

The Iron Vulture:

Baloo moaned at the bright lights, as he lifted his head, still dazed.

"Ugh," he groaned. "This is what I get for having fifteen ice cream sundaes in one night."

"Consider tat your last meal then, yah," a voice said.

Baloo blinked his eyes. "Huh?" he said, as the blurry vision in front of him started to come into focus.

After a few moments, Dumptruck's big form came into view, as he sneered at the restrained pilot.

"So good to be seeing you again, Baloo," he growled.

"Dumptruck?" Baloo felt like knocking himself out again. "Umm… I'm guessing you're not here for a friendly visit, huh?" he asked nervously.

Dumptruck grinned none too kindly. "Hardly," he simply replied, pounding his fist into his open palm.

"Figures," Baloo groaned. He looked around, and found himself sitting tied to a chair. He tried to remember the last few moments before he… then his memories returned. "Wait a minute! Where's Donna?"

Dumptruck looked at him curiously. "Who?"

Baloo cringed, as his head was still giving him the aches, but for now his concern was the beautiful woman who had accompanied him that night. "Donna Katherine! The gal who was with me in my plane, which by the way I'm gonna be billing you for the damages! Where is she?"

A low chuckle came from behind Dumptruck, a chuckle that Baloo recognised as Mad Dog, Dumptruck's constant travelling buddy. He moved out from behind his larger companion, grinning at him widely.

"Would you like to see her, buddy?" he smirked. "Cos I know she's just aching to see you."

Suddenly, Baloo wasn't feeling all that anxious to see her, judging by the looks of the two pirates in front of him.

"What is going on here?" a loud voice demanded.

Baloo instantly recognised the voice as that of the lovely Donna Katherine, but there was something different about it now. The voice, normally so soft and enticing, had now become more hard-edged and strict. It sounded almost like Becky when she was mad, but with an accent. If he didn't know any better, he'd swear the voice was that of…

"Ah, Baloo," the cell-door opened, revealing the lady in question. "We meet again!"

Baloo felt his eyes pop out of his head.

Donna Katherine stood in front of him, but instead of the pleasing tight red dress that she had worn earlier, she was now dressed in none other than Don Karnage's uniform? The clothes she wore were about a size or two too big for her, except for the chest size which needed to be let out (considerably), but it was definitely Karnage's uniform, as Baloo had seen it often enough.

Donna had also removed her make-up, and her long thick red hair had been trimmed and tied back, making her look just like...

Baloo felt ill. "Don… Donna?" he asked her hopefully.

Don Karnage gave him a sneer of her own. "As my former commander just said… Hardly, Baloo."

The sneer, the sheer look of arrogance, as well as the phoney sounding accent was now undeniable. Baloo had noticed it before, when he first met her, but it had never occurred to him.

"Karnage?" Baloo asked, shocked. "Is that… you?"

Karnage frowned. "Believe me, in case you are wondering, the former outfit I was wearing was NOT that of my choosing."

Baloo blinked. "Well, err… Hey, whatever tickles your fancy, I guess."

Karnage looked at him funnily, before realising what he meant. "What? No! No, you do not understand… "

Baloo shrugged. "Hey, what a man gets up to on his nights off is his own business. Some guys go around the clubs, others go dancing, and some I guess dress up in ladies underwear."

Karnage's face went red. "I do NOT go around wearing anything of that what you have just said! And I most certainly did not choose to go to that blasted club of your ape friends, wearing what I was!"

Baloo gave a sly grin. "Oh, how then? Your men dressed you and dropped you off?"

"Most definitely not!" Karnage roared, but then stopped and took a long breath. "Oh no, no, no, my round-bellied friend. You are not getting me to loose my temper so easily again. This time my thoughts are calm, clear, unconfused, and completely in focus of my goal."

"And what goal's that?" Baloo laughed. "Robbing a ladies dress shop? Hey, maybe you could pick something up for Becky while you're at it?"


Baloo smirked at him... or her, as that was the case now. "I'm sure it wasn't, Miss calm and focused."

Karnage glared at him. "Never mind!" she shouted. "I have been through to the dark regions of Hades and back to get you here! I tried simply spying on you and your household, attempting to gain the information I require, and each time I was met with… distress." She shuddered visibly. "But now it has all been worth it. Now you are here, and I can at long last gain my long awaited prize."

Baloo looked bewildered at him, wondering what the heck she was talking about.

Karnage wielded her sword… and lost balance because of its heavy weight, and her reduced strength, almost falling over. She snarled, and hurried to hold the blade, pressing it against Baloo's throat.

"Now tell me, my porky foe," Karnage whispered silently, like a Cobra.

"You know, these jokes concerning my size are really getting old," Baloo told her, gulping against the blade.

Karnage didn't answer, and just kept the blade at him. "Where… are… the gemstones?" she hissed at him.

Baloo looked at her, still utterly confounded. "What gemstones?" he asked, genuinely confused.

Karnage growled, pressing the blade further. "Do not play smart with me, Baloo!" she ordered. "As I said, I have been through one nightmare after another to gain your cargo. And I do not intend to let it escape me now, not after all I have been through. So you tell me now… .The.Emeralds?"

Baloo eyes widened. "Emeralds?" he said. "You mean the candy sweets I'm transporting tomorrow?"

Karnage felt as though someone had just rolled a whole truck over her. "Ca-ca-ca… " she couldn't even finish the one simple word.

"Candy," Baloo finished for her. "Emerald's the name of a new candy that the Cape Suzette Sweet Co just developed. I'm taking over a batch of them to one of their overseas companies tomorrow." He lowered his head, and with his teeth he pulled out a small sweet wrapper, with the word 'Emerald' imprinted on it, from his breast-pocket. "Want some?"

Karnage just stood there with her blade shuddering in mid-air, and her one eye twitching like mad.

"How… Eh… Gad… " Karnage looked as though she was going through a spasm attack, as her mouth, eyes and nose were twitching like crazy, and her mouth spouted nonsense words that she could not complete.

Dumptruck and Mad Dog silently backed off, giving their captain a wide space.

Baloo gave her an odd look, and lowered the wrapper back into his pocket. "If I were you, Karny? I'd cut down on the candy. Looks like you're starting to get a sugar rush."


Baloo had never really been that much afraid of Karnage, or at least he had never shown it, but now he was genuinely scared. The way Karnage was acting, Baloo was frightened for his life, and especially considering how close the sword was.


Baloo felt like sinking into his seat, his mind briefly wondering over some of Karnage's words. 'His manhood?' he thought.

Karnage however was not finished, as she continued ranting and raving about all she had gone through, and that someone's blood will spill for this outrage. Eventually her rage grew too much for the confides of the room, and she stormed out, slamming the door behind her.

"Did he always have the bad temper, or did that come with the dress?" Baloo remarked, silently letting his breath out.

"You have no idea," Mad Dog replied.

Baloo then remembered. "What did he mean by that he lost his manhood?" he asked.

Dumptruck shrugged. "Vhat? Haven't you been looking at him the past few hours? You think he was wearing a fake buxom under his uniform?"

Baloo's eyes widened. "What, you mean… that was all real?" True, Baloo had been referring to Karnage as her and she, but only as a joke. He had never truly believed that what he had been seeing was true.

Dumptruck smirked. "Yah, sure as I'm standing here. Believe you me, no one was the more astounded than the cap'n when it happened."

Baloo's mind took a whirl. "But… how? How can he be… No one can just turn their gender like that!"

Dumptruck snorted. "They can if they have a … "

"Dumptruck!" Mad Dog sounded, silencing his comrade.

Baloo stayed quiet, but still cast short looks at the pirate, wondering how Karnage could ever change his entire form?

'First things first though,' he thought, and then began fidgeting behind his back.

At first, Dumptruck and Mad Dog took no notice, as they were too busy talking amongst themselves.

"I think I know now why the cap'n' first wish didn't work," Mad Dog told Dumptruck.

"How'd you mean?"

"Well," Mad Dog explained. "Recall that the cap'n… Hey!"

Mad Dog stopped talking, as he had seen the way Baloo kept shifting his hands behind the chair.

"Hey, Vhat you doing?" Dumptruck demanded, grabbing Baloo's chair and turning it around. Baloo had his hands closed tightly shut, so neither of them could see what he was holding.

"What are you up to?" Mad Dog also demanded, holding his gun close to Baloo's nose.

"Nothing," Baloo innocently said, still holding his hands clamped together.

"Why you fidgeting?" Mad Dog held his gun steady.

"Why do you think I am?" Baloo replied. "I mean, I don't have any reason to be escaping now, do I?"

Dumptruck grabbed Baloo's collar. "What is it? A knife, some sort of nifty device to cut your ropes?"

"Maybe," Baloo said uninterested. "Or I could just be picking at my fingernails? Haven't really given them a good clean in quite a while to be truthful."

Mad Dog seized Baloo's hands, trying to check them, but the ropes were too thick and tightly tied for him to see anything. "Hold my gun," Mad Dog told Dumptruck, handing him the weapon and started to loosen the knots.

Baloo kept his eyeballs up, whistling innocently, as Mad Dog removed the ropes and started to unclamp his hands.

"I don't see nothing," Mad Dog said. "What's… " He didn't get to finish, as Baloo suddenly grasped onto him, and stood right up.

"Hey, vhat… " Dumptruck began, but like his comrade he didn't get to complete his sentence, as Baloo strode up to him, still holding onto Mad Dog, and pounded his large stomach into Dumptruck, sending him flying into the cell-door behind him.

"OOF!" Dumptruck moaned, sliding to the floor, dazed.

"Let go of me!" Mad Dog ordered, but immediately went silent, as Baloo turned around and took a firmer hold of him, giving him a nasty glint in his eye.

"Umm, on second thought…" Mad Dog began. "Perhaps we could just call it even?" he said hopefully.

Baloo grabbed his forearm and whirled him around, throwing him as an Olympic would do with a throwing disc. Mad Dog sailed through the air, his mouth open in a silent scream, before slamming into his fellow pirate's gut, making them both cry out and slump to the floor, out cold.

"As you pirates like to say," Baloo replied, smiling and cracking his knuckles. "Hardly!"

He then patted his own belly, from where he had bashed it into Dumptruck. "Who says having a big belly isn't healthy?" he asked out-loud.


After tying up Dumptruck and Mad Dog in his cell, Baloo quietly exited the room, carefully stepping along the metal corridors.

"Thank heaven for stupid pirates," he quietly said, gratefully.

He recognised a number of the levels he was on, from past experiences, and tried to remember the way out. After the number of times that he, Rebecca and Kit had been to this ship, and always escaping, Baloo was more or less an expert on the place. But unfortunately, it had been a while since the last time he had been taken prisoner here, so he was having trouble recalling every detail of the ship precisely.

Baloo wandered the long hallways of the Iron Vulture, skipping from one room to another whenever someone came along. He was almost getting ready to consider calling someone for directions, or buying a map, when…

"YOU HAVE FAILED ME FOR THE LAST TIME!" Karnage's wilful voice sounded out angrily, from the bottom of the corridor. Judging by the sound of it, his/her rage had not cooled down in the slightest yet.

Baloo sneaked forward, keeping his back to the wall in case of any approaching footsteps.


Baloo wondered who he was talking to, and what was that about a bottle and being melted down? He sneaked further along, and came up to a door that he briefly recognised as Karnage's private quarters. He considered just going past and getting back to his beloved plane, but his curiosity got the better of him, and he knelt down to peek through the keyhole.

Alas though, fate was not kind to Baloo much this evening, as Karnage was just about to take his leave and return to Baloo's cell to continue his interrogation. If he couldn't get any useful information from the big galoot, then he might as well have some fun with him.

Karnage slammed open his door, just as Baloo knelt down, and ended up slamming Baloo right up against the wall.

"Dumptruck! Mad Dog!" Karnage ordered his men to come. "Where the devil are those two layabouts?" He fumed, as he made his way to the cell. So eager was he to leave that he didn't notice the eavesdropper behind the door.

The door to his quarters slowly swung shut, revealing a flat out (literally) Baloo on the wall.

"Uhhh," Baloo moaned, cracking his bones back into shape. "I think I was safer in the cell-room?"

He shook his head a few times, and then looked around. Baloo remembered that Karnage had been talking to someone, or shouting to be more precise. He took a quick peek in the room, but saw no one.

"Don't tell me Karny's loosing his marbles as well as his manhood?" Baloo wondered out loud. "Though I have to admit, he looks a lot better in his new wardrobe." He grinned, remembering the red dress she had been wearing… and instantly felt ill to the stomach.

It hadn't fully occurred to him, until just then, that all the time when he had been with 'Donna Katherine,' he had really been with Don Karnage. So when he had been dancing with her, he had really been dancing with him, and when he had been flirting with Donna, he had really been flirting with old Karny, and when he had kissed her…

Baloo felt like throwing up.

"If Louie or the guys ever hear of this," he said. "I think I might just take my folks example, and move to India. Or maybe join the priesthood?"

"Personally, I think you'd find the priesthood too dull and lifeless," an Arabic sounding voice said, making Baloo jump. "And from what I've heard, that doesn't sound like your choice of lifestyle. And as for moving to India, tis a lovely place to visit, but don't consider moving there unless you're into strong spices, ultra-hot weather, and are willing to give up on cow-meat?"

Baloo swung his head from side to side, but saw no one around. "Err, thanks for the advice," he said unsurely. "But… where are you?"

"By your left foot, about two centimetres," the voice replied.

Baloo blinked, but looked down. He still saw nothing, except for an old musky looking bottle that looked as if it hadn't had a good clean in over a thousand years.

"That's right," the voice continued. "The old bottle. Be a pal and pick it up, would you?"

Baloo looked around him, but still saw no one. "This some kind of new pirate trick to get me to crack?"

"Oh no," the voice assured him. "I promise you that at the moment I have no ties to them, for my former master has made it clear that he no longer desires my services."

Baloo didn't know what to make of it, but he picked the bottle up, as he was told. It was old, and had a sort of Arabic style to it, but nothing special.

"Many thanks, kind sir," the voice said. It seemed to be coming right from out of the bottle itself? "Now, if you would just give the bottle a bit of a tiny rub, then we could meet and talk face to face."

Baloo raised his eyebrows a little, but seeing as he had nowhere to go at the moment, considering he couldn't find his way out, he did as he was instructed and rubbed the bottle.

The second he did, the bottle jumped out of his hands and seemed to cough and splutter, and a thick gold smoke rose out of it, swirling around the room before taking shape and forming into…some sort of a man?

The Genie cracked his knuckles. 'Many praises to Allah and to Hadji, king of all genies!" he praised, and looked to Baloo. "And of course, my eternal thanks to you, kind sir. My servitude to mister Don Karnage up to now has been most… stressful, to say the least."

Baloo blinked his eyes at the remarkable sight. The man had no legs?

"What are… " Baloo began.

"I am a Genie," the Genie quickly explained. "My name is Abdul Muhammad Shiraz Rajid Majid Ali Harvinder Aaryan Absi Ghulam Maher Rafi Zamil, Junior. Genie Number 708, Level B… But you can call me Abby."

Baloo stared at him. "Err, ooo-kay… Abby?"

The Genie bowed. "Many thanks. It is nice to hear someone call me by my name, and not just by simply 'Genie'." He snorted at the word 'Genie'. "Anyone would think that was all us Genie's names, particularly that pirate captain."

"Whoa, whoa," Baloo raised his hands. "Karnage knows about you?"

"Of course," the Genie floated down to Baloo. "He was the one who originally woke and released me from my bottle. As the custom demands, I must remain in servitude to him until my bottle is past onto a new master. Thankfully, that day has now come, and none too soon I might add." The Genie bowed again before Baloo. "I am at your service, my master! For whomever holds my bottle in their hand, their every wish is henceforth my command!"

"Slow down," Baloo said hurriedly, and then rushed over to the open door, closing it before anyone past by and saw them. "Okay, you're a Genie. I get that. I've seen enough crazy things in this world to believe in a weird thing or two. What I don't get, is if Karnage has had you this whole time, then why didn't he just get you to simply wish up all the treasure he could handle? Why did he go after me and some cheap sweets he thought were jewels?"

The Genie shrugged. "I am only a level B Genie, master."

"Level B?" Baloo asked wondering.

"Level B Genies can grant as many wishes as your heart desires," the Genie explained. "Unfortunately, the wishes don't last. For when the last ray of sunset comes and goes, after you have made your wish, the wish dies and all its magic with it. And everything goes back to the way it was before."

"Ah," Baloo said, understanding. "That explains why Karnage isn't living it up high in the provenances then."

"Indeed, master."

"So how long you been with him then?"

"Oh, too long it seems," the Genie said, swooning in mid-air. "Almost a week. Never is he satisfied with my work, despite all the tireless magic I put in."

"What's he been having you do, if he's not conjuring up treasure?" Baloo queried.

"He believed you to be in possession of some jewels," the Genie replied. "Since I couldn't steal them, or find out anything about them, my former master decided to try and find out for himself where they were. So he made a number of wishes to go spy on you."

"They weren't jewels," Baloo told him. "Those emeralds that Karny was after, they were nothing more than some new sweets I'm delivering tomorrow. Nothing valuable about them at all, unless you have a sweet-tooth."

"Ahh, that explains it then," Abby's face brightened. "Oh my, this is such a relief. I thought that my magic had been failing, that maybe I was going through a mid-millennium crisis, but now… "

"Whoa, whoa, slow down," Baloo shushed him. "What you talking about?"

Abby explained. "Karnage's first wish for me was that I would transport him to what we thought at the time were gemstones. But the spell would not work. I didn't know why until now, but if what you say is true, and the gems are indeed no more than mere sweets, then that explains it… When I originally cast the spell, to send Karnage to the emeralds, I was looking for precious gemstones, not sweets. Since these gemstones of yours do not exist, then obviously I could not transport anyone to them. For not even a Genie can transport someone to something that doesn't exist."

"Oh… well," Baloo looked at him blankly. "Good for you, I guess."

Suddenly, Baloo remembered what Abby had been saying. "Wait! You said Karnage has been spying on me for the past week, in disguise?" Baloo asked, worried about who else Karnage might have been posing as this week…

Lord, if he had been that cute blonde bear-girl at the Mall yesterday, he was going to kill himself…

"What else has he been disguising himself as?" Baloo asked nervously.

"Well, his first wish was to become invisible, to investigate your home and surroundings, but that didn't go too well," the Genie began. "Then he wished to remain visible, but to remain inconspicuous, unnoticeable, so I turned him into a chair. Unfortunately, it was a chair that you used frequently, so he was obviously not too thrilled about that… "

Baloo suddenly stopped listening for a moment, as all this was starting to sound familiar.

"Hold it for one second, cloud-guy," Baloo told him. "Let me guess his other wishes… My guess is he wanted to someone who would be close to me, so he could find out all about those supposed emeralds. So he wished to be a… a baby?"

The Genie raised his eyebrows at him. "Why yes. However did you know?"

Baloo sighed, mildly in relief. "I've sort of been having some crazy dreams this week. At least I thought they were. Tell me, did any of his wishes also result in maybe turning the world's whole population into me?"

The Genie nodded, astounded at Baloo's memory. "But… however did you know, master? No one, aside from whomever made the wish, and I of course, should have any memory of the day's events, when the wish takes place. You shouldn't be able to remember any of it."

Baloo shrugged. "Beats me. I just thought they were the result of having too much ice cream before bedtime."

The Genie thought for a moment. "Wait one moment," he suddenly said. "Master, have you ever be exposed to anything of the supernatural variety?"

Baloo gave a short snort of laughter. "You mean besides this?" he said, and thought. "Well, actually now that you mention it… Yeah, I have on a few occasions. I've met up and battled with ghosts, cast a magic spell or two, tracked down and destroyed a magical idol, and had my mind switched because of another one… And there was another idol too, but it never displayed any magic, just had some nifty legend about it being cursed… You know, now that I think about it all. Maybe I should think about getting some alternative work?"

"And all this in one lifetime?" the Genie said, his eyes wide as saucers. "No wonder you have clear memories of the past few days. Though it's usually true that only myself, and whoever makes the wish, can remember the day of the wish's affects. There have been some cases in the past, where those who have been touched by magical objects, can recall some of the day's events. From what you've told me, it's no wonder you can remember them so."

"Yeah, swell," Baloo muttered. "But tell you what though. I wouldn't mind forgetting about tonight's escapade." Baloo shuddered. "Especially with what happened in my plane." Baloo suddenly remembered. "My plane! I gotta get back to it!"

He made his way to the door, about to escape, when…

"Forgive me, my master," the Genie said politely. "But I would not be so quick to do that, if I were you?"

"Can the comments, Shazaam," Baloo said hurriedly. "I gotta get back to my baby before… " He opened the door…

"Ah, Baloo," Karnage said, along with a few dozen of her men, waiting outside the door. "Talking to ourselves, are we?"

"Yikes!" Baloo yelped and slammed the door, grabbing the nearest chair he could and jamming it under the lock.

The Genie gave him a small glance.

"Okay, okay," Baloo fumed, sitting on the chair, holding the door shut. "So you were right!"

"Break the door down!" Karnage ordered, and within moments the door to Karnage's quarters began shuddering, as the pirates started to ram it.

"I could do with some help right about now!" Baloo strained, as the chair he was sitting on leapt with each ram. The door was obviously not going to hold for very long.

"Might I make a suggestion?" the Genie floated toward him.

Baloo shrugged. "Any suggestion would be a good one right about now!"

The Genie held out his hands, presenting himself in front of the pilot.

"Well?" Baloo said. "What's your suggestion?"

The Genie rolled his eyes, and flung out his hands, presenting himself again.

"Youuu… think we should do a tap dance routine?" Baloo frowned.

The Genie floated closer. "Forgive me," he said, and slapped Baloo on the head.

"Hey!" Baloo said indignantly.

"Allow me to make this more clearer for you," the Genie stated as a matter of fact. "I am what precisely?"

"A Genie," Baloo answered uncertainly.

The Genie nodded. "Correct, and what pray tell do Genies do?"

Baloo suddenly brightened, and felt like slapping himself in the head. "What a dope I am! Of course, you can grant wishes!"

The Genie clapped his hands, and a chorus of applause and trumpets seemed to come out of nowhere. "Hallelujah!" he praised.

Baloo sneered sarcastically at him, but then he looked troubled, just as the ramming behind him intensified.

"Hang on," he said. "You said that none of your wishes last past sunset, right?"

The Genie nodded.

Baloo cursed. "Darn it! If your wishes won't work any longer than till tomorrow, and everything goes back to the way it was before, then you can't get me out of here. If I just wish myself out of here, then this time tomorrow I'll just end up back where I started."

The Genie nodded again. "Alas, I am afraid that is so, master," the Genie informed him sadly. "However, if you were to wish for something to incapacitate the pirates for the moment, allowing you the time you require to escape, then you will be fine."

Baloo scratched his head. "Hold on, where exactly is the Iron Vulture right now?"

"I'm not sure what you mean?"

Baloo pounded his leg with his fist. "Where's the ship heading? We going back to the Air Pirate's lair, are we near Cape Suzette, Louie's… " he suddenly stopped, as a thought had occurred to him.

"I believe we are on route to the pirate's lair," the Genie replied.

"Wait!" Baloo quickly interjected. "How many wishes can I make in one day?"

The Genie shrugged. "As many as you want," he said. "Master Karnage, for some reason, thought that he could only make one wish a day, all because of that simple rule of the wishes ending by sunset."

"So I can have as many as I want?" Baloo asked urgently, as the door was starting to give away.

"Yes," the Genie confirmed.

Baloo snapped his fingers. "Okay, Genie, I just wanna clear something else up, to be sure… If I were to wish the pirates away, and make this ship go anywhere I want to, and then once I get there, if I were to leave the ship by myself, no assistance from you. Would I end up back here at sunset?"

The Genie shook his head. "No. Location-wise, anyone who the wish has affected directly will instantly be transported back to where they were originally. But as for the wish-maker, unless he or she wished to be transported somewhere, then they'll stay wherever they take themselves to during the day."

"Then here's a list of my wishes… " Baloo said, holding out his fingers. "First of all, repair my plane! I know it won't last, but my buddy Wildcat can fix it tomorrow, and I need the plane to be airborne just for tonight. Second, have this ship flying by my buddy Louie's place!"

The Genie bowed. "Whatever you wish is my command, oh master," he said. "Anything else?"

Baloo grinned. "Ohhh yeah," he said, a wicked glint in his eye. "I do have a couple of other things I have in mind." He wiggled his finger at him, drawing the Genie close, and whispered into his ear.

The Genie's eyes widened momentarily, and then a long wide smirk grew all over his face. "Master Baloo," he said finally. "It's going to be ever so fun working with you!"


From outside her own quarters, Don Karnage, still in his feminine form, swished her sword from side to side, aching her men on. "Stop slacking and give me results!" she commanded. "Heave! Ho!"

The pirates fumed silently. They knew it was really Don Karnage, but even so it was humiliating to have a woman boss them about.

Suddenly, the ship seemed to halt in mid-air and do a turnabout several times. The men yelled in surprise, grabbing onto the decks, floor, and anything they could get their hands on.

"Bridge!" Karnage yelled, grabbing the nearest microphone to contact his pilot. "What is going on?"

"Dunno, captain," a voice replied. "But it seems our whole position has been changed. The ship has been completely blown off course. I have no idea where we are!"

"But how can that… " Karnage stopped briefly, and gave a low dangerous growl. "Crewman?" he spoke to the pirate behind him. "I know that what just happened now was a frightening experience. However, if you do not remove yourself from off my back, and remove your hands from my chest, I will have slit your throat from ear to ear!"

The crewman, the shaggy wolf who had been the one who gave Karnage the Genie's bottle in the first place, sprang up and fled from his captain, bowing apologetically.

"Ohhh, Karny!" Baloo's voice called out.

Karnage raised her hand, halting her men with the ramming. "You have decided to finally surrender, yes?" she called out.

Baloo laughed. "Not likely, babe!"

Karnage snarled at the name Baloo gave him.

"Nope," Baloo continued. "I'd just thought I'd let you and your men know to get ready. Because I'm sending you on an all-expense-paid free night's out, complete with your choice of chaperone for the whole night!"

"What are you…?" Karnage began confused, but before she could finish, another more familiar voice sounded.

"Abracadabra, Abracazoo! Give these pirates a make-over, and toodle-loo!"

"Genie!" Karnage screamed out worried, surprised… and downright terrified.

In the blink of an eye, the Genie's smoke filled up the whole of the ship's corridors, and when it dissipated, Karnage and his crew were gone.

Baloo opened the door, peeking out cautiously. Then, upon seeing that there was no danger, he walked out the room, adjusting his shirt smugly.

"Short-stuff, you're good!" he praised the small Genie.

The Genie floated out, smiling thankfully. "Many thanks, master," he said politely. "It is nice to be complimented on my work for once."

Baloo shrugged, and then began looking for the nearest best way to take him to the Sea Duck.

"Oh but, master?" the Genie suddenly asked.

"Hmmm?" Baloo said.

"I have only one question?"

"Yeah, fine," Baloo said, not completely focused, as he carried the Genie's bottle with him, finally deciding upon the best way out, and started walking. "Just let me make sure on one thing, okay? Now, you did remember to give me some time, okay?"

The Genie nodded. "I have my magic working on slow motion, master," the Genie confirmed for him. "Master Karnage and his crew should materialise in your designated place within the next few minutes."

Baloo gave him a thumbs up. "Great! That should give me able time to get down there, soon as I find the Duck. Oh, and once I'm out of here, you'll put this ship back where it was? I don't want Louie getting shaky, if he sees a pirate's airship out in his backyard."

"Of course, master," the Genie confirmed. "Oh, and by the way… Your ship's that way, two decks down, third door on the right." The Genie pointed back the way they had come.

Baloo looked to where he was pointing, and then back at the Genie.

The Genie, Abby, shrugged. "I have been on this ship for about a week now. It's hard not to notice these things."

Baloo shrugged. "Works for me."

"May I just ask one question, master?" the Genie enquired.

"Yeah, shoot?" Baloo said, continuing to walk.

"Well," the Genie began hesitantly. "If you had me transport Master Karnage and all his men down to the place of your choosing, all of them, then… "


"Well… " the Genie looked around himself. "… If they're all gone now, then… who's flying this ship?"

Baloo stopped dead in his tracks. He looked at the Genie, and then at the ship around him, and then back at the Genie again…. Just as he started to feel the ship begin to tilt forward.

"Ahhh… nuts!" Baloo swore, and broke into a run.

"Well, you did say all of them," the Genie defended himself.

"Well, I figured you would have at least left someone who could pilot this thing?" Baloo yelled.

"Hey!" the Genie said indignantly. "It's not my fault, master. Like I kept telling all of my former masters, when you make a wish, you have to be specific with your wording. Otherwise, the effects of the wish can go either way. Just take Master Karnage for example… Do you think he intended to spend a week as your chair, a baby, a woman, and spending an entire day in a world run by you?"

Baloo growled. "Well, you could have given me some warning at least!"

The Genie held up his hands in defeat. "No one is ever satisfied," he complained. "I should have taken my father's advice and become a lifeguard for Water Sprites instead. They never complain!"

Baloo snorted, and continued rushing to the deck where the Sea Duck was being kept. "Man, if the Duck gets trashed," he said fearfully. "I'm gonna have one heck of a time trying to explain all this to Becky!"

"Err, master?" the Genie spoke.

"Never mind!" Baloo shouted, as he raced past all the open doors, corridors and halls. "I know, be more specific next time, be careful what you wish for, blah, blah, blah! I got it!"

"I know, but… " the Genie kept trying to say something, but Baloo was in too much of a hurry to listen.

Finally, they reached the lower deck, and found Baloo's pride and joy waiting for them, all fixed and polished, looking like it was brand new.

"Oh baby!" Baloo sighed in relief. He hadn't seen the Duck looking so good since he had first taken her out for her very first spin. "Don't you look a sight for sore eyes. If I was another plane, I'd be proposing right about now."

"She is a very impressive piece of machinery," the Genie concurred, although being a mystical creature, the Genie had no real love or interest in the world's modern devices.

Baloo snorted. "Buddy, you wouldn't know impressive if it came up and bit you on the face. This… is a work of art!" he said… just before the Vulture tipped down once again, and Baloo slid down on the floor, banging his nose against the wall.

"Well," the Genie muttered. "It's going to be a work of artistic garbage, unless you get us out of here!"

Baloo moaned, rubbing his nose and glaring at the little pipsqueak, but quickly complied and ran into the plane.

"Come on, baby!" Baloo said hurriedly, switching on the engines. "Make Poppa proud!"

"Master, I feel I should… " the Genie began again.

"Hold on!" Baloo cried, as he pushed on the Sea Duck's steering wheel stick. "We're up and away!"

The Genie watched, as Baloo pushed on the steering wheel, and the plane shot off down the deck, heading towards the…

"Umm… " the Genie said hesitantly. "Forgive me if I'm wrong, but… Shouldn't those, what do you call them… Hanger doors? Shouldn't they be open?"

Baloo squeaked. "Ohhh… botheration!" He tried pulling on the steering wheel stick, but the plane was going too fast to stop.

"Master, please," the Genie cried. "May I make a suggestion now?"

"What?" Baloo yelled, closing his eyes as he waited for the impact.

"How about just wishing for the hangar doors to open?"

Baloo opened his eyes, blinking. "Oh… " he said finally.

"Right about now would be a preferable time," the Genie said nervously, as the hanger doors were coming dangerously close.

"I wish the hanger doors were open… " Baloo spoke at lightning speed. "… Right now!"

The Genie clicked his fingers. "Open sesame!" he cried, and the doors at once opened.

Baloo looked at the Genie curiously. "You mean those old words really do the trick?" he asked, remembering the words from Arabian Nights that he had heard as a child.

The Genie shrugged. "Old classic," he simply replied.

Baloo blinked for a moment, but then just shrugged and started the plane again.

Within the blink of an eye, the Sea Duck flew out of The Iron Vulture's main hangar, soaring straight out into the night sky. At the instant when it escaped the hangar, the Vulture's speed picked up, as it dove nose first straight into the ocean's deep blue waters.

"HA!" Baloo cried out triumphantly. "Now how's that for flying!" he said proudly, patting the Duck's controls. "Boy, old Karny's gonna have a field day when he gets back, and finds his ship lying in the ocean! Will his ship repair itself once the wish ends?"

The Genie shrugged. "I'm not quite sure, to be truthful, master," he answered honestly. "When the wish ends, the pirates will return to where they were all originally, in their true forms. As for their ship, since it was my magic that changed its position, then it will return back from whence it came, which was in the air. However, it wasn't my magic that caused it to crash just now. So I am not completely certain?"

Baloo smirked. "I hope Karny and his men have all been practising their swimming lessons then," he said.

The Genie then cocked his head at him. "One simple question, master?"

"Yeah, what?" Baloo said, concentrating on his flying. He thinned his eyes, looking out the window, and quickly recognised his surroundings. Louie's was less than a few minutes away, so he would be there in able time.

The Genie floated over to him. "Just out of curiosity," he stroked his beard. "Has it occurred to you that… You could have just simply wished the ship to regain control of itself?"

Baloo paused.


Baloo just stayed sitting there, remaining as quiet as a mouse, his eyes staring straightforward, wide open.

"Master, are you all right?" the Genie asked, concerned.

Baloo finally moved his hand, as he adjusted one of the controls. "I think we'd better make a move, don't you," he said lowly, not wanting an answer, turning the steering wheel and guiding the Sea Duck to its destination.


Somewhere Else;

A Few Minutes Later:

Karnage coughed, as the smoke died down, but still she saw nothing.

"What in blue blazes!" Karnage swore, feeling around in front of her. She could see nothing, but complete and total blackness. She heard floorboards creak under her feet, and there seemed to be an odd smell of tropical fruits and milkshakes in the air. There was also a frightful chill that Karnage could feel all too easily.

"OW!" a loud yelp sounded.

"Oops, sorry," someone apologised.

As Karnage wandered around, she heard the other voices of her men speak out. However, there was something different about them…

She could recognise the voices of some of her men, but the acoustics of the room must be making their voices sound funny. It sounded as though they had just taken a whiff of helium or something. Some of them sounded high pierced, while others sounded low, and others soft. But Karnage was more focused on finding a light-switch than anything else.

"Where in the world is the dang-blasted light-switch?" one of her men's voices sounded angrily.

"Hey! Who's got me pistol?"

"My sword's gone!" another voice, sounding like Mad Dog, whined.

"Never mind your weapons, yah," Dumptruck's recognisable voice said. "I've lost me frigging pants!"

"Err, captain?" Mad Dog called out again. "I don't wish to bother you with my personal problems…"

"Yah, and when has that ever stopped you?" Dumptruck called back.

"Silence!" Karnage ordered. "Has anyone got Baloo?"

"I can't see anything!"

"Cap'n, I don't think we are in your quarters anymore? The last time I checked, the floor in your quarters, as with everything else on the ship, is made of metal. But this floor appears to be made out of wood?"

"Captain!" Mad Dog all but pleaded.

"Oh, what is it?" Karnage yelled, aggravated.

"Captain, I… " Mad Dog sounded close to tears.

"What?" Karnage ordered.

"Captain, I know it's dark," Mad Dog said nervously. "But I can notice some things, even in blindness, and… I seem to be missing a few things, such as… my clothes, my weapons, my moustache… "

"Yes, yes," Karnage replied impatiently. "Is that all you've got to say?"

Mad Dog sniffed. "I also seem to be missing… some parts from my… anatomy."

"Your… what?" Karnage blinked in the darkness.

"I also seem to have gained a couple of things," Mad Dog gulped. "A couple of things there were definitely not there a few moments ago."

Karnage's eyes widened. 'He wouldn't,' she thought. 'No, not even he could be that… '

"To the single, footloose and fancy-free bachelors of Louie's!" Baloo's voice suddenly echoed all around them. "How's it going?"

"Baloo!" Karnage demanded. "Where are you? What have you done to my men?"

"Now I know some of you were disappointed with this night's turnout, but have no fear, cos old Baloo's here!" Since Baloo didn't answer them, or didn't even seem to have heard them, it was obvious that he was not talking to the Air Pirates, but to someone else.

"So, boys, hold onto your hats and your jockstraps! And take a lookie at what old Baloo has brought here for you!"

The moment Baloo said this; the noise of what sounded like a curtain being pulled was heard.

Karnage froze, as a bright light shined on her from behind. She turned around, and indeed saw a curtain being pulled up, revealing a large room with an equally large, and all male, crowd.

It turned out that they were indeed not on the Iron Vulture anymore, but at Baloo's friend's establishment, Louie's Place. And on stage no less.

The moment the men at their tables saw Karnage and his men, their jaws dropped so wide that Karnage swore she saw a pigeon fly into one of their mouths.

Upon reflex, and habit, Karnage made to grab her sword at her side, but instead all she found was… her own hide.

Karnage looked down, and gasped. Her entire uniform was gone once again, but this time she wasn't even wearing the illegally short dress that the Genie had originally created for her. She wasn't even wearing that much this time. This time, she seemed to be dressed in nothing but ladies underwear, a red bra and knickers made out of a strange smooth material. (It is in fact a bikini that she's wearing, but recall that 'Talespin' was set in the 1930s. So bikinis weren't invented back then.)

Karnage spun around to order her men to stand and fight, but instead of her men, all she saw was a bunch of women, dressed the same as she.

Karnage didn't recognise most of them, save for a few, but it wasn't hard to figure out what the Genie had done now.

Mad Dog and Dumptruck were quick to spot…

Dumptruck at first appeared more or less unchanged, body-size speaking anyway, except for the fact that he was now wearing a pink and white flower patterned bikini, along with long fluttering eyelashes, golden locks for hair, pink painted lips, and of course a very large feminine chest.

Mad Dog had lost his moustache, and was now wearing a brown bikini. He had long curly brown hair, red-pouting lips, and dark shaded eyes, with a pleasingly alluring figure. He was even wearing a gold circle earring in each ear, giving him an almost Spanish look.

Both of them were looking at each other, then down at themselves, and then at each other again, and then again at themselves. The other men were in the same state, and were just as shocked, and seemingly still trying to figure out what had happened.

The moment Karnage had turned around, to call to her men, a loud shrill whistle sounded from the crowd.

"Whoo-Hoy!" Baloo yelled from his seat, clapping his hands, a big smirk on his face as he looked at Karnage. "Shake that tail, honey!"

Karnage instantly grabbed her bottom, trying to cover it. But with the sort of clothes she was now wearing, she may as well have just been naked, for all the good it was doing in covering herself up. Her entire backside was showing, providing a pleasing view for the whole audience.

Baloo's shout seemed to be the wake-up call for the rest of the crowd. Pretty soon, the entire club was filled with the whistles, hooting and 'whoo-hoys' of every man in the building…


"Hubba, hubba!"

"Yeah, shake those tails for us, babies!"

Karnage's face looked like it was etched in stone, as she glared daggers at Baloo, her teeth grinding together. "You… you… you…" her rage wouldn't let her complete the sentence.

"Oh, by the way!" Baloo suddenly yelled out, his face still smirking. "I almost forgot… The lovely Miss 'Donna Katherine' up there, in the red, and the rest of her ladies have made a most generous offer… Those who catch them, get a free kiss!"

"YEE-HAAAAAAA!" the entire building seemingly shook with the applause, and less than a second later, the men downed down the last of their drinks, and were instantly running up to the stage where the 'girls' were.

Karnage glanced nervously at the looks of each man coming up to the stage, as they raced up the stage, puckering their lips and making loud kissing noises at her and the rest of her crew.

"Ummm, perhaps, just for this once," Karnage stuttered, backing up. "Maybe we should do a quiet and dignified withdrawal?" She turned around for confirmation from her men, but instead all she got… was an empty stage, and an open exit door at the back.

"Deserters!" Karnage screeched. "Mutineers! Trai… "

"Hey, baby!" a loud slurred voice hiccupped at her, and Karnage turned to see none other than the fat Polar Bear who had attempted to 'court' her earlier that night, running up the stage steps towards her, with his lips fully inflated.

"Get those lips ready, sugar!" the fat Bear laughed, smacking his lips together, his enormous belly bouncing up and down with each running step.

"On second thought," Karnage reconsidered. "WAIT FOR ME!" Karnage yelled, and ran out through the back door, and soon the crowd of men followed after her, still hooting and cheering. Even a few of Louie's own waiters had joined in on the hunt, running with the crowd of singles.

A short moment later, the club was all but empty save for Baloo, Louie and a few waiters. The waiters did their job in cleaning up the mess, while Louie just looked shocked, as he stared at the stage where all the 'women' had been just a few moments ago. Baloo on the other hand was still sitting at his table, drinking his favourite milkshake.

Baloo had entered Louie's less than a few minutes ago.

After escaping the pirate's ship, he had flown straight to Louie's, which was less than a couple of minutes away. He had quickly landed the Sea Duck, and had practically busted his way out of his plane, through the doors to Louie's, and straight up to the microphone on the stage. He had only just made it, when the pirate's had appeared. Baloo had made sure the Genie, who was now asleep in his bottle, had understood not to let the pirates appear until a few minutes after he had made his wish.

"Baloo?" Louie began, trying to find the words. "How did you… I mean, how… How in heck did you find all those gorgeous women?"

Baloo took a swig out of his glass. "You might say I got my wish granted, pal. So tell me, how do you think your business has fared tonight?"

Louie breathed through his mouth. "Man, cous. About a few minutes ago, I was all but ready to close this place down for the night. When all of a sudden, all these guys, every single man from here to Cape Suzette came bursting through my door, ordering every drink I could think of. I was so swept up off my feet, I didn't even notice you come back. Hey, by the way, how did your date go with Miss short-skirt there?"

Baloo took another swig. "Well, it was a night to remember, that's for darn sure."

"You're not jealous about all the guys chasing after her?" Louie asked, a little confused. It wasn't like Baloo to go off a pretty girl so quickly.

Baloo shrugged. "Let's just say… I got to know a few things about her that didn't much appeal to me."

"Oh, sooo… " Louie straightened his shirt. "You err, wouldn't mind me having a crack at her, would you?"

Baloo held up his hand. "Louie, my man, trust me. Don't even think about it!" He laughed a little more, as Louie looked at him curiously, but just shrugged it off and went back to cleaning glasses.

As Baloo took in his last drink, the main entrance doors burst open, and Don Karnage rushed in, looking as though she'd just run through a thorn bush.

"Well, howdy there, Miss Katherine!" Louie greeted her warmly, jumping to her side. "What a fine pleasure it is to see a lot more of you, and I mean that sincerely, in my..."

"Can it, ape-man!" Karnage pushed him aside, and ran up to Baloo. "Baloo, please, I'm begging you, you've gotta help me! I'm being chased by all sides!"

Baloo just sat where he was, idly checking his nails. "Shouldn't worry too much, Karny. Sunset will be here in about, oh… twenty hours or so."

"I can't last twenty blasted hours, I'm… OHHH!" Karnage yelped, as something pinched her on her rear.

She spun around, and found a small waiter grinning at her.

"Hey, baby," he spoke in a surprisingly deep tone of voice. "How's about you swing some of that sweet stuff my way?" he said, clicking his tongue, and winking at her.

Karnage grabbed him by his large ears. "Touch me again, and you'll wish you had stayed in the trees, primate!" Karnage hissed.

The waiter looked a little shocked, but that did nothing to lessen the width of his grin at her. "Heeeeey, I luv a lady with spunk!"

"Ah, come on, Karny," Baloo grinned. "Pretty tail like the one you've got, who can resist?"

Karnage glared at him.

"But I wouldn't be so bossy with him right now, Karny, if I were you?" Baloo got up from his seat.

"And why, may I ask, not?" Karnage asked, still glaring.

Baloo grinned again. "Cos your boyfriend just got back."

Karnage's eyes bulged, and she turned quick to see the big white bear come staggering through.

"Ah, there you are, baby-cakes!" he said, swaying on his chubby feet. "Come on, pucker up, and let's get to know each other a lot better… [BURP]!"

"Really need to work on your courting, buddy," Baloo commented, while Karnage wasted no time and ran out through the nearest door, the endangered species close on her tail.

"Baloo?" Louie said, his face all confused. "What was she talking about? And why were you calling her Karny?"

Baloo shrugged. "Just a nickname I thought up for her. Trust me, by sunset tomorrow, you won't even remember that gal… literally."

Before Louie could say anything further, Baloo made his way out the door, waving so long.

As he walked outside, along the piers, Karnage rushed by with the fat guy still hot on her heals.

"I'LL GET YOU FOR THIS, BALOO!" Karnage's feminine voice shouted out to him.

"Sorry, one date's the most you'll get out of me this lifetime, Karny!" Baloo shouted back, laughing, as he waved goodbye to his foe.

As well as Karny, Baloo listened to the excited shouts of some of his buddies in the distance, and the squeals of Karnage's men/women as they tried to stay one step ahead of their would-be admirers.

He made his way to his plane, and past by some of Kahn's pilots, four panthers, three of whom were standing around, clapping their hands, while the fourth was in the middle, doing a Tango with one of the 'girls'. The way the poor she-pirate looked, he/she would no doubt prefer to being in jail instead of there, as the panther held her similar to the way Baloo had held Donna… or Don Karnage as it were, earlier that night, with his hand around her hip, and dancing cheek to cheek.

Baloo shuddered, as he remembered the events of his night with 'Donna Katherine'.

Just as Baloo reached his plane, he remembered something, and reached into his shirt, pulling out the Genie's bottle.

"Now what do I do with you?" Baloo thought out-loud. The Genie had explained that he could have any wish he wanted, but none of them would last any longer than a day, so that was of no use to him, since all he really wanted was the Sea Duck. And judging from the way Karnage's wishes had gone, Baloo didn't dare to try.

After a few minutes of thinking, Baloo finally made his decision. He looked up at his beloved plane, and said, "Someday, baby," he promised. "Someday, Poppa's gonna find a way to get you back… but sadly, that day's not today." He kissed his hand, patting it on the door of the plane.

He then reached back his arm, holding the bottle, and flung it with all his might, right into the ocean.

The bottle landed in the water, and resurfaced a few moments later, the currents bobbing the bottle up and down, as it slowly floated out to sea.


Louie's Island;

The Following Day; Sunset:

Karnage remained sitting behind the bushes, in the jungle area of Louie's island.

He/she, as well as all of his turned men, had been spending the day hiding out around the island, hiding from every hormone-crazed male that had set foot on the isle and seen them.

Most of Karnage's men had grouped together, finding a secluded spot in the island forest. They were quite tired, having spent most of the night running for all their worth from every guy, short, tall, drunk, and downright ugly.

A lot of them were all talking about what they were going to do to the Genie once they got their hands on him. Others just complained about how tired, and how sore their feet were. Most of them however chose to remain quiet and still. When asked about this, and how they fared during the night, they were instantly told to shut up and mind their own business.

"Captain?" Dumptruck, still in his/her pink and flowery patterned bikini, spoke with a deep feminine voice. "How much longer are we to wait, yah?"

"Be patient," Karnage fumed. "The sun, she is almost completely set."

Mad Dog sat on the sand, idly twiddling with a medal.

"Where did you get that?" Dumptruck asked curiously, since Mad Dog had no medals of his own.

Mad Dog didn't look up. "Oh, Barney gave it to me," he/she said.

Dumptruck's eyes widened. "Barney?"

Mad Dog was looking the medal over, checking its worth. "Yeah, one of the pilots from last night," he said. "Quite a nice man really. Wanted me to keep this, to remember him by. Also, he wanted to give me a… " He stopped, looking at the stare he was getting from Dumptruck, Karnage, and a few others.

Mad Dog blushed. "He wanted me to dance with him!" he insisted. "Nothing more!"

Dumptruck opened his mouth to speak, but Karnage cut him off.

"Never mind that now," Karnage said in relief. "Look! The sun, she sets!"

Sure enough, the sun set below the horizon, and Karnage instantly felt the soft tingling of the Genie's magic begin to wear off.

"Now!" Karnage vowed. "To avenge myself, my men, but mostly myself, against Baloo and the whole of Cape Suzette!"

The Genie's puff of smoke returned, for the last time, and Karnage and his men vanished, returning to their ship…

"YEEEAARRGGHHHHHHH!" Karnage's voice screamed out, as the smoke died down, and his precious ship began to fall.

"What's happened to my beautiful shiiiiiiip?" Karnage cried, as the Iron Vulture fell to the crashing waves below…


The Iron Vulture bobbed about on the sea for a few moments, its tail slowly sinking. And then all the Air Pirates, now all fully restored to their former manhood, burst out of the ship's doors, diving into the water.

"Somehow," Dumptruck spluttered to Mad Dog, when he rose back to the surface. "I do not think this is how we left the ship, yah?"

Karnage's face blasted out from beneath the waves, choking on the salty seawater, as he spluttered, his face resembling a canon ready to explode.


The End!