A TaleSpin Fan-Fic




 Chapter 3


“I’ll never get this stain out!” Rebecca complained.

            Sitting cross-legged on the cold metal floor, she examined her flight jacket.  She rubbed the red stain on the fleece collar with her thumb.

            “Look at it this way… it goes with the stain on yer sweater,” Baloo chuckled.

            Pulling at the front of her white turtleneck sweater, she noticed another red stain.  She shook her head sadly.  “Completely ruined.”

            “That’s what ya get for puttin’ a fountain pen fulla red ink in yer pocket.”

            “It wouldn’t have been a problem if your flying hadn’t thrown me into the dash and broken it!” Rebecca said angrily, suddenly standing up.  Unfortunately, she’d stood up too quickly and her angry scowl suddenly changed to a grimace of pain.

She rubbed her head.  “Ow.”

            “Head still botherin’ ya, Beckers?”

            “I swear you intentionally bounced me off every hard part of the cockpit you could think of.”

            “Would ya like me ta see if I can find ya an aspirin or somethin’?”

             Baloo scanned the Iron Vulture’s crowded holding cell.  Karnage had quite a collection of prisoners.  There had to be at least twenty other people in the cell with them.  Most of them looked pretty well off, and rich people always seemed to be suffering from some kind of ache or pain. 

“One of ‘em’s gotta have somethin’ for a headache,” he muttered to himself.

            Rebecca shot him a curious look.  Was that concern in the big bear’s voice?

            “No, that’s okay, I’m fine now, Baloo.  It really isn’t that bad.”

            “You were knocked out for quite a while there, Becky.  Ya sure yer okay?  I know that head blows ain’t nothin’ ta mess with.”

            Once Baloo had landed the plane and the pirates had boarded, he had insisted they help him with Rebecca before they did anything else.  They, in turn, insisted they return to the Iron Vulture first.  A rather heated argument followed.  They finally persuaded him to taxi the Sea Duck to the sheltered cove where the Victorian looking air-carrier was moored.

            The huge machine had been floating in a cove lined by a narrow sandy beach and high rocky cliffs that would make it very hard to see from the sky.  If it had not been capable of vertical flight, it probably could not have made it in through the cove’s narrow mouth.

            Baloo had wasted no time taxiing into the bay and up the beak-like maw that served as the Iron Vulture’s main loading ramp.  He was not sure what the record time for that maneuver was, but he was sure he had beaten it by at least six minutes.  He was even pretty sure he had not run over anyone in the process.

            When a sickly-looking seagull who served as the air pirates’ doctor finally boarded the Sea Duck, Baloo had grabbed him by his grimy collar and practically hurled him across the cargo bay to the bunk where he’d left Rebecca.

            Much to Baloo’s relief, and the doctor’s disgust, her wounds turned out to be nothing more than a bad bump on the head and a broken pen.  The doctor had been rather angry at being treated so roughly over such a minor wound.  Baloo had felt like picking him up, dragging him into the cockpit and bouncing his head off the control panel a few times to see how minor he thought it was then.

            “Don’t worry, Baloo,” Rebecca said with a twisted little smile.  “I have a pretty thick skull.”

            “Heh-heh, I think ya got that confused.  I’m the one that’s thick-headed.”  Baloo’s laugh sounded hollow, even to him.

            “Baloo!”  Rebecca said, placing her hands on his massive chest. “You weren’t worried, were you?”

            “Nah.” How come he never knew what to do with his hands at times like this?  “I knew you were tougher ta kill than that.”


            “Yeah, you’re one tough cookie.”

            Rebecca smiled.  She knew he meant it as a compliment.  It was his way of saying he felt she was capable.  She just hoped his faith was well placed.  Trapped aboard the Iron Vulture and at the mercy of Don Karnage and his air pirates, she was not sure how “tough” she could be.  She was grateful to have Baloo to lean on.  She was just glad she had him for... a friend.

            There was a rattle of metal on metal and the iron door of the holding cell swung open.  Rebecca quickly stepped back from Baloo as a large figure limped into the room.  It was Dumptruck, the hulking canine who served as Don Karnage’s chief enforcer and strong-arm.  He looked a little different than the last time she had seen him.  He had two black eyes, a large bandage wrapped around his head, and a smaller one was plastered on the right side of his jaw. 

            “What happened to him?  He looks like he was hit by a truck,” she whispered to Baloo.

            “We... uh, kinda had an argument.”

            She gaped at the damage that had been inflicted on the pirate.  “And you lost?”

            “Hey, there were five of ‘em.”

            “Der you are,” Dumptruck said in his heavy Swedish accent.  “Der Captain wants to talk wid you.”

            The rest of the prisoners moved as far away from the two bears as the confines of the cell would allow, not wishing to be associated with whatever fate awaited them.

            Baloo said, “Well, it’s about time.  I was gettin’ tired of coolin’ my heels waitin’ ta find out what ol’ Karny wanted with us.”

            “That is Karnage!  Don Karnage!” The flamboyantly dressed wolf snarled as he strode into to the cell, a naked cutlass clenched in his right fist.

            He flipped his left wrist in a casual, circular motion.  “Roll the r.”

            Rebecca backed up into Baloo and he rested a large reassuring paw on her shoulder. The look he gave Karnage held the promise of things dark and painful.

            Karnage continued talking as if completely oblivious to it. “Yes, yes, it is my magnificent self.  You may all now tremble in fear.”

            Baloo did not tremble so much as growl.  It was an almost silent rumble, deep in his chest, but Rebecca could feel it against her back. For some reason it gave her courage.  It was almost as if he was transmitting his strength between their bodies.  She stood up straight, squared her shoulders and stared defiantly at the pirate.

            “Well, well, well.  If it is not my two most favorite, least favorite personages.” Karnage said, striking a pose with his left hand on his hip and the tip of his cutlass resting just in front of his right boot.  “And how are we doing today, hmmm?”

            “I’ve been better, thank you.” The look Rebecca gave the pirate captain could have frozen salt water.

            “Is there anything I can do?”  Karnage’s voice lacked even a hint of sincerity.

            Baloo grinned and held up his massive paws.  “You could put yer neck in here.”

            “Now, now, Bah-loo.  If you are to keep that up I will be thinking you do not like me very much.”


            “What do you want with us, Karnage?”  Rebecca asked angrily.

            “What I want with all these peoples,” he said, waving his cutlass, indicating the general population of the cell. “I plan to turn them into money!”

              “And how do ya plan ta do that, Karny?”

            Karnage gave the large bear an annoyed look, but let the misuse of his name slide.  “In their case, by ransom.  I hijacked them from a liner, the S.S. Reallybig.  They are wealthy type peoples, and I think their families will pay handsomely to get them back, yes-no?

            “But you two, I do not think there is anyone to send a big ransom-type ransom.”

            “Then why don’t you just let us go?”  Rebecca demanded.

            “Hmmm... ”  Karnage struck a contemplative pose, pretending to think about it.  “I think not.  You see, I ask myself something.  I ask, ‘Self, what are those annoying bears doing all the way out here with no cargo?’  And then I answer.  I say, ‘Self, you know that the bossy little bear would not let the dumb big bear fly out all this way without a cargo unless they were up to something’.  Perhaps something worth a lot of money?”

            Having finished his explanation, Karnage’s whole demeanor changed.  His look went from playful to downright ugly.  He smiled an evil smile, showing a mouth full of sharp teeth. He pointed his cutlass in their direction.

            “So tell me, now,” he hissed. ”What are you up to?”

            Rebecca developed an evil little smile of her own.  She glanced up at Baloo over her shoulder.

            “Go ahead, Baloo. Tell him.”


            “Yes, yes, Bah-loo, tell me.  Before I get to do something unpleasant.”

            Looking down at Rebecca, Baloo tried to fathom what it was she expected from him.  Her smile was all sweetness and innocence.  Got you at last, her eyes said.

            Oh, great, she chooses NOW to get even.

            “Well, Karnage... ”

            “Yes, yes?”

            “It’s like this...”

            “Yes, yes?”

            “Ya see, we, ah, um, well ya see, we... we’re on our honeymoon!”

            WHAT!”  both Karnage and Rebecca gasped.

            “Yep,” Baloo said, putting an arm around Rebecca’s shoulders and hugging her close.  “Me an’ the little lady just got hitched this mornin’.  She said she wanted ta go somewhere real exotic for our honeymoon so I figured we could go ta Macadamia.  She’s crazy about nuts.”

            They stared at Baloo as if his head had just fallen off and rolled across the floor.  It would have been difficult to say who was more astonished by the announcement of the nuptials:  Karnage or Baloo’s “wife”.

            “You cannot be serious!”  Karnage’s voice shook with disbelief.

            “Hey, would I kid about somethin’ like that?  Go on, tell him... dear.”

            Unable to say anything, Rebecca just stared at him, her mouth hanging open.  Baloo reached out with his free hand and gently shut it.

            “Don’t leave yer mouth open like that, honey, it ain’t polite.  People will think ya ain’t got no couth.”

            Karnage’s eyes narrowed.  “Wait a minute --- if you are marriaged, how come she lacks a wedding ring-type ring on her finger?”

            “Well, er, um, ya see, I couldn’t afford one on my salary.  Becky didn’t feel that she should give me a raise just cuz we were married.”

            The look that came into Karnage’s eyes could only be described as respect.  “And they say I’m tough!”

            Rebecca blushed and looked at her toes.  “Well, er, um, business has been kind of slow lately.  There was just no way I could work in a raise.”

            As a matter of fact, she had told Baloo just that not two weeks before, when he had asked for a raise.  He had been planning on hitting her up again for a raise after the check for their last run cleared.  Somehow he figured now would not be a good time to bring it up.

            “Well, never let it be said that Don Karnage has no romance in his soul,” the lupine pirate said, striking another dramatic pose: This time he placed one hand over his heart and his cutlass swept out behind him.  Men!”

            Several of Karnage’s crew rushed into the room as if their lives depended on it.  They were armed to the teeth and scanned the cell for trouble.  Apparently they must have been stationed just outside the door in case Karnage encountered ‘trouble’ with any of the prisoners.

            “Men, prepare a wedding chamber.  It is unseemly that newlyweds should spend their newlywed’s night in such a filthy place,” he said, dragging one finger through the slime that covered the walls of the holding cell.

            The pirates stared at their captain, completely confused.  Of all the strange orders he had ever given them, this was by far the most bizarre.

            “Come, come, go, go, or we will have to have underwater breathing lessons again.  You and you,” he said pointing at two of the crewmembers.  “You will prepare the room.  You and you, will escort them out of this ... this ... not nice place to a nicer place for newlyweds.”

            The crew scrambled to obey his orders.  They all remembered the last time there had been underwater breathing lessons.

            “And get the annoying business lady something nice to wear.  That ink stain makes it look like she has been shot.”

            Yer tellin’ me, Baloo thought as they were escorted out of the cell.

            Shaking his head in amazement and admiration, Karnage watched as the ‘couple’ was led away.  “I always knew Bah-loo was courageous, but there goes one very, very brave bear!”



            The room Rebecca and Baloo found themselves in was truly opulent.  The walls were hung with silks and tapestries plundered from a dozen different countries.  Lamps of gold, silver and crystal were suspended from the ceiling.  It was furnished with richly carved tables, and plush chairs and divans.  Large pillows and costly rugs decorated the floor.  One wall was dominated by a large painting by one of the old masters, featuring a bevy of voluptuous nude females dancing in a Forrest glen --- worth a small fortune to the right collector.  The centerpiece of the chamber was an enormous, hand-carved, four-poster bed with a mattress that looked to be at least two feet thick.

            Without a moments hesitation Baloo flopped onto the bed.  With his hands behind his head, he stretched his legs and wiggled his toes.  He sighed contentedly.

            “Now, this is what I call a bed!”

            Rebecca took up a seat on one of the many heavily cushioned chairs.  The room hardly came as a surprise.  Not after discovering what Karnage’s crew considered “nice clothes” to be.

            After hustling her into a shower room and having her pass out her ruined clothing, they had passed in her new outfit.  To her dismay, it had turned out to be a pair of extremely brief green shorts and a bright yellow halter-top.  She had picked up the garments and regarded them with despair; she had swimsuits that covered more.  But despite all her protests, they would not return her own clothes.

“Captain’s orders!” was all they would answer, leaving her the choice of either wearing the new outfit or parading around the Iron Vulture in her underwear. 

To her horror, she discovered that it covered less than her underwear.  When she had first studied herself in a mirror, she could see her white cotton undergarments protruding from the shorts like tiny lace weeds.  As a result, she had been forced to wear the outfit with nothing on beneath it, a condition that made her feel half-naked.

            Tugging at her shorts, she suspected they were the wrong size.  They seemed a little too tight in embarrassing places, and no matter how hard she tugged on them she could not get them to cover her navel.

            Somebody up there hates me! she thought.

            “Hey, look, Beckers.  They even left ya some PJ’s.” 

            Baloo picked up a negligee off a nightstand and held it up.  It was so sheer that he could see Rebecca clearly through both sides.  The red color of the material made her look like she was blushing.

            “Not a very good one, though,” he continued.  “Probably won’t keep ya too warm. Hey, that reminds me of a joke.  How do ya make ‘anti-freeze’?”

            Baloo!  Rebecca snatched the lingerie from him and stuffed it under her seat cushion.

            “What’s wrong, Becky?”

            “What’s wrong?  What’s wrong?”  She stomped around the room, gesturing violently.  “Let me see.  First I get knocked on the head and get a perfectly good, brand-new jacket ruined.  Then I’m captured by air pirates.  Then I have to parade around the Iron Vulture dressed in next to nothing.  Then I get locked up in a room that looks like a Macadamian brothel.  And on top of all that, it turns out I’m married!  Would you care to explain that one!”

            “I wouldn’t exactly call it next ta nothin’, ya can hardly see yer...”

              With one hand placed angrily on her hip she jabbed him in the chest with one finger.  “Will you just answer me!  What was the big idea of telling Karnage that we were married?”

            Rubbing the spot where she had poked him, he gave her a hopeful smile.  “It’s the second rule of lyin’, Becky.  Tell a big enough lie and people are bound ta believe it.”

            With a growl of frustration Rebecca clenched her fist and squeezed her eyes shut.  “Couldn’t you have figured out some other big lie?”

            “Sorry, Becky, ya didn’t give me much time ta come up with somethin’.”

            “And who was it that’s supposed to be so good at creative lying?”

            “Hey, he bought it, didn’t he?”

            “While we are on the subject, what was the idea of telling Karnage we’re going to Macadamia?  That’s supposed to be a secret, remember?”

            “First rule of lyin’, Becky.  Always include a li’l truth in yer lies.  Besides, ol’ Karny may be crazy, but he ain’t stupid.  If he’s really interested in what we are up ta, he’ll check the flight charts in the Sea Duck. So I figgered if I slipped in a little truth that he was gonna find out anyway, it would make it more believable.”

            Sitting back down in her chair, Rebecca gave a little sigh of resignation.  She should have known better than to try and take on Baloo when lying was involved.  He was a master of the art.

            “I don’t know what yer so upset about, Becky.  We pretended to be a husband and wife before.”

            “Yes,” she growled. “But not with anyone who actually knows us!”

            “I don’t think that ol’ Karny really counts.  I mean do ya think that anyone who really knows us would really believe that we got married?”

            For some reason that statement caused a strange, sad feeling in Rebecca.  What was so unbelievable about that?  Karnage believed it, and she was sure he had heard lots of lies in his day.

            “I mean, who would believe you would have a quick mornin’ wedding and then take off on a honeymoon?  Ya’d make such a production out of it that they’d have heard about it all the way ta Thembria.  Send out a couple thousand invites, and stuff like that. You’d probably even figgered out how ta turn it in ta some kinda advertising stunt for Higher for Hire.”

            “Oh!”  For some reason, his explanation made her feel better.

            “Yeah, ol’ Karny never was very bright,” he said as he shifted for a more comfortable position on the bed.   “It worked even better than I hoped.”

            “How so?”

            Baloo swept one massive arm to indicate their present surroundings.  “Got us outta the prison cell, didn’t it?”

            “Yes, but we’ve basically changed one prison for another,” she said as she looked around the room.  “A nicer prison, but still a prison.”

            He gave her a smug smile.  “You forget one thing, Becky.  This is a room, it was never meant to be a prison.  It’s gonna be a lot easier to get outta here than a real prison cell.”

            Rebecca stared at him. “How?”


            “Yes, how!  If this room is so easy to escape from, how do we do it?”

            “How come I have ta figure out all the escapes?
            “Because that’s your job!”  She said in that tone that meant there was no room for argument.

            “Well, no rest for the weary.”

            Pushing himself out of the bed with a grunt, he stood up and looked around the room.  Then he moved a few of the tapestries and lifted the rugs, peering under them.  He looked under the bed and behind the headboard.  He looked up, then he looked down.  Finally, his eyes fastened on something on the ceiling.  Humming softly under his breath, he rubbed his jaw in thought.

            “What?  What is it?”

            “An air-vent,” he said pointing at the ceiling.  “But it’s kinda small.  I don’t think I’m gonna fit.  Where’s Kit when I need him?”

            Rebecca studied the size of the vent carefully.  “I might fit.”

            Baloo gave her an appraising look.  “Ya really want ta try it?”

            “I’m not sure, but what choice do we have?”

            “Good point.”

            Grasping Rebecca gently by the waist he hoisted her onto his shoulders.  She hooked her fingers around the bars and pried the grill out of the vent’s opening.  Surprisingly, it came out easily and fell away before she had a chance to grab it.

            OW!  Hey, watch where yer droppin’ the hardware, lady!”

            “Sorry, Baloo, it got away from me.”

            Squinting at the narrow opening, she was glad she had skipped lunch at Louie’s.  There was no lip on the inside and she could not see anything else she could use as a handhold.  She stretched as far as she could, exploring the shaft with her fingertips.  It quickly slanted forward, but she still could not find anything she could grab.

            “I can’t find anything to get a hold of, Baloo.  Give me a boost.”

            “Sure thing, Beckers.”

            Ack!  Watch where you’re putting those hands, mister!”

            “Sorry, Beckers,” Baloo said. “But ya don’t come with any handles on this end.”

            “You just better not be enjoying this!”

            “Honest, Becky, I’m not.”  But his voice was full of laughter.

            At first every thing went smoothly as he pushed her up into the vet.  She really was not that much heavier than Kit.  Suddenly he encountered resistance and she began kicking her legs.

            “Stop, stop!  I’m stuck!”

            “What do ya mean?  I haven’t even gotten yer hips in yet.”

            “It’s not my hips that are stuck, you bozo!  I’m caught on something.”

            “I thought ya said there wasn’t anything ta get a hold’a in there?”

            “I know what I said, now I’m telling you I’m hung up on something.  Pull me out of here, will you?”

            With a shrug he tried to withdraw Rebecca.  A first he could not move her, but then he gave a strong tug and she came loose and started to slide back out.

            Ack!  Stop! Stop!”

            “What’s wrong now?”  he asked, exasperated.

            At first she did not answer him.  She just hung there, her bottom half dangling from the opening.


            “Uh, yeah?”

            “You know that big painting on the far wall?”

            “Ya mean the one with them naked ladies on it?”

            “Yes, that one.  I want you to turn around and look at it.  I want you to keep looking at it until I tell you to stop.”

            “I thought ya didn’t liked those kinda pictures.”

            Just do it!”

            Baloo shrugged and turned around.  Actually he kind of liked the picture.  He had seen one like it once when Rebecca had dragged him to a museum.  He had tried to get her to explain to him why it was okay to have pictures like that in a museum, where anyone could see, yet she objected to the ones he taped to the Sea Duck’s walls.

            “Are you looking at it?”

            “Yeah, I’m lookin’ at it.”

            Behind him he could hear Rebecca slide out of the vent and land on the floor.  He was then surprised to see her skimpy halter top flutter down in front of his face.  One of her slender arms shot out between his legs and snatched it up off the floor. 

            “If you turn around before I tell you, you’re a dead bear!”

            After a few minutes she informed him he could turn around.  She was sitting on the edge of the large four-poster bed and there was a small tear in her halter-top.  She did not look very happy.

            “What happened, Becky?”

            “There are rivets all over the inside of that thing.  Not big enough to get a handhold on, but they keep catching my clothes.  There’s no way I can make it through this way.”

            Baloo thought carefully.  “Maybe if ya took off all yer...”

            “Don’t even say it!  I’d rather be ransomed by pirates.”  Her voice did not quite break.

            He sat down next to her and put a comforting arm around her.  “Don’t worry, ol’ Baloo will figure a way outta this.  I always do.”

            Looked up at him, she sniffed.  Good old Baloo.  Who else could be so nonchalant while everything was falling apart?  She truly was lucky to have him for... for... for a really good friend.

            There was a loud explosion and the Iron Vulture as rocked violently.  Rebecca howled as they were tossed into the air and onto the floor.  She came down hard on something soft.

            “Mmmummph.”  Baloo’s voice was muffled.

            Eeek!  Baloo, watch where you’re putting your face!”

            “Hey, lady,” he said as he climb to his feet and helped her to hers.  Yer the one that landed on me.”

            There was another boom, and the again the Iron Vulture rocked.  It was not as violent this time and Baloo helped Rebecca stay on her feet.  Desperately, she clung to him.

            “What’s going on?” she wailed.

            Another boom, and another rock.  Stronger than the second one, but not as bad as the first.

            “Offhand, I’d say someone’s shootin’ at the Iron Vulture.”

            “Good, I hope they sink it.”

            “Becky, we’re on the Iron Vulture.  If it sinks, we go with it!”



End of Chapter 3


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