Fan-fiction Story by jb


Disclaimer: The following story is based on the television series, characters and situations, created by Jymn Magon & Mark Zaslove, Tale Spin  © 1990-1991 Buena Vista Television/Walt Disney Company. Fan-fiction story and non-Tale Spin characters are creations by the author and may not be used without permission. This is a work of fan-fiction, using characters and property of the Walt Disney Company without consent and for non-profit use.





The Three Cities Restaurant had a rustic charm in its stone décor, complete with the famous Moltese lace tablecloths on each table, candlelight everywhere, giving a soft ambience off the reddish-brown rocky walls.

As Myra had stated, the view of the Sub-Mediterranean Sea was fantastic with the sun setting with an orangey hue, casting a burning dusk over St. Julien’s Bay that were dotted by small fishing boats, some with their lights on.

“My goodness,” said Rebecca, taking in the scenery. “This place is incredible!”

“Yeah! This ain’t nothin’ like Louie’s!” Baloo exclaimed.

“Give…me… strength,” gritted Rebecca through her teeth. She hoped she wouldn’t have to choke the living daylights out of that uncouth bear. A raccoon waiter then approached the party.

“Good evening,” he said. “Welcome to the Three Cities Restaurant. Name and what party?”

“Doctor Foxworthy and party of four,” announced Myra.

The waiter looked at the reservation list and at the party. On his clipboard hidden from view, there was a small photograph of the group before him, taken at the Dockyards Quay a few hours ago. For a moment, his expression darkened but no one noticed.

Hmmm...the Grand Leader said to keep an eye and ear on them, he thought. But did he have to give me the waiter guise?

“Here you are. If you’ll come this way, ladies and gentlemen,” said the raccoon. “We have a perfect table situated by the window that should be to your liking.”

“Thank you,” said Myra.

“I think it’s very quaint, Myra,” commented Katie, as a waiter escorted them to their table.

 “Thanks. A friend suggested this place once.”

“I don’t know.” Kit sounded worried. “I’m not too keen on… seafood.” The sight of some fish platter that passed him by made him a little woozy.

“Don’t worry, Kit,” Myra reassured him. “They have other choices as well as seafood. They have plenty of pasta dishes here.”

“That’s a relief,” sighed Kit gratefully.

As the party settled down at their table, Baloo found himself situated between Rebecca and Katie and for some reason, the idea of being flanked by two very lovely ladies gave him the willies, especially the way they momentarily looked at each other, that came somewhat of a cross between predatory and envy.

Man, talk ‘bout bein’ stuck between a rock an’ a hard place!

“So… Myra!” Baloo said. “What bring ya out here to the ‘Navel of the Sea’? You strike me as the type ta stick to the desert.”

“True, but the ancient Aridians were a trading society and did a lot of commerce in this region. When Katie asked me to help her out on the find, she gave me notes on certain Aridian artifacts stolen by the Guardians about four hundred years ago around here that would be of an interest to my country.

 “And since the Pyramid of King Utmost has provided the tourism dollars we needed, we were able to expand the Culture Ministry staff better and I got leave of absence from my department for the next three months. Besides, it’s a great opportunity to see a new archaeological site for any reason.”

“Not all archaeology is restricted to deserts and jungles, Baloo,” Katie reminded him.

“Hmm, how interestin’…ain’t it, Becky?”

“Yes,’ she replied, but was looking at Katie. “Archaeology can be very interesting subject.”

 Depending on the teacher, that is…  

The rest of the meal passed peacefully with bits of conversation Kit caught here and there, but his mind was elsewhere. All he could think about was that Moltese girl he had just met, Melita.

If he was with her right now, he thought, they could be walking together in the sun-setting ancient city, skimming stones by the harbourfront edge, talking, and standing close to her underneath a lamppost, moving closer and closer to her sensuous lips… 

“So whaddya think, Kit?” said Baloo.

Kit snapped out of his reverie. “Huh?”

I was just sayin' that mebbe when we were done with all that aerial photographin' stuff an' that, you an' I can do a li'l fishin' tomorrow afternoon. Katie was sayin' they got some great spots here 'round Molta.”

“Uhh…if you don’t mind, Baloo…I’d think I’ll pass on that for another time, thanks.”

Baloo placed a gentle hand on Kit’s forehead.

“Ya feelin’ alright, boy?” he asked with concern.

Kit pulled away. “I’m feel fine, Baloo. It’s just that…I’ve got some other plans in mind, that’s all.”

The pilot looked at him, trying to figure what was going on inside that kid’s head. He kind of thought it was just a phase Kit was going through. Since he was going to have to deal with this from now on, he decided to let it go.

“Uh, sure…’kay, Kit. But if ya change yer mind…”

 “I know,” said Kit, relieved as he went back to finishing his plate.

“Oh, don’t worry about this young man,” said Katie, placing her hand on the pilot’s massive arm. “I’m pretty sure he probably wants to check out the sights around here – not that I can blame him.”

Kit didn’t know if Melita would qualify as a “sight” according to Katie.

Maybe to sore eyes…he thought to himself with a secret smile.  Rebecca again started to feel perturbed again over the way Katie had her hands on her pilot, feeling her teeth grinding incessantly.

“My, you certainly do chew your food quite thoroughly, Rebecca,” Myra observed.

Realising what she was doing, she gulped down a mouthful. “Just trying to aid good digestion,” Rebecca said innocently.

The Rosenbud Trio, a flamenco trio of flamingo, began to play.  “Care to tango, Baloo?” asked Katie.

“Man, do I ever!” responded Baloo enthusiastically.

Rebecca fought a rage of fury from within.

“Tango?” repeated Myra. “Since when did you learn how to dance, Katie? At the last Archaeologists Conference, you practically turned down every guy who asked you onto the dance floor at the Social.”

“Oh, since I had a very good dance teacher the other night, Myra,” said the redhead looking at Baloo, who just blushed.

“Aw, I just gave her a few pointers.”

I wonder what else you gave her, Fly Boy, Rebecca thought hotly. 

“Will miracles never cease,” said Myra observing the two, as they left. “You couldn’t get her near the dance floor last time I saw her. I wonder what else that pilot of yours is capable of?”

“Well, hard work isn’t one of them,” muttered Rebecca.

“They look like a nice couple, don’t you think?”

That comment almost made the businesswoman choke on her mouthful of food. Swallowing hard, she regained her composure.

Yeah – but a nice couple of what?  

As the pilot and archaeologist danced together, the raccoon waiter watched the expedition team cautiously, if not somewhat puzzled.

Are they here to get the Cache or for a vacation? Maybe they're not as formidable as we thought, he wondered.

Kit looked at his finished plate uneasily, but decided to ask. “Uh…Myra, would you like to dance?”

“Sure, Kit, I’d like to.”

“But I have to tell you,” he said. “I’m not that much of a dancer --- not like Baloo there.”

“Neither am I,” said Myra. “We’ll just have to wing it, won’t we?”

As they left the table, Rebecca nursed her virgin strawberry daiquiri alone.

“Great,” she mumbled. “An evening out and I end up being the wallflower.”



 “There’s something I have to ask of you, Baloo,” Katie said, looking into Baloo’s eyes, as they danced the next number to a slower pace.

“What’s that?”

“Is there something between you and Rebecca?”

Baloo was taken aback by the question, that he almost lost his step.

 “Wha…wha…what makes ya say that?”

“I see the way she looks at me as if I’m a threat to her. And the way she’s dressed tonight,” Katie explained, “she’s got a lot of heads turning here. So…are you?”

“Aww…naw. Naw, it ain’t like that. Becky an’ I are just friends, Katie. Nuthin’ more,” said Baloo. “She’s a fine lady, even, though she can be more uptight than an over-wound alarm clock.”

 “That bad?”

“A li’l bit over ‘er head at times with a blisterin’ temper that could peel paint offa the walls… kinda reminds me of our first meetin’, Red.”

 “Well, thanks a lot!” said Katie, in mock indignation, but then added: “Well…maybe I was a bit hard on Louie and you at the time. But I’ve mellowed a bit since.”

“So has Becky, since I first started workin’ fer her. She still is a bit of a stickler fer details an’ promptness an’ all that jazz, gives me an earful when I ain’t. Otherwise, we get alone fine.”

Just fine?” asked Katie. “Are you sure there’s something you two don’t see in each other?”

 Baloo just shook his head.

“Nope. We’d be like oil an’ water. Jus’ throw a lit match – foom!”

Sounds like love to me, thought Katie to herself but she just smiled.

She was about to ask another question, when Rebecca appeared before them. “Excuse me, Katie…may I cut in?” she asked, with a slight hint of ice in her tone.

 Looking at Baloo momentarily, Katie turned back to the she-bear. “Sure, why not?” the vixen said matter-of-factly. As she disengaged herself from the pilot, she whispered to him with a wink and a smile: “Good luck.”

Good luck? Fer what?

Rebecca stepped into Baloo’s arms and they began to dance. The grey bear was at first a bit taken aback by his boss’ directness in cutting in, but soon forgot about it. It wasn’t that he didn’t like dancing with her. It just wasn’t like her to behave like that. It was so…well…competitive. 

Instead, he just said: “Ya look real dazzlin’ tonight, Becky.”

“Why, thank you, Baloo,” Rebecca said beaming. “Did I surprise you back on the Prowler earlier?”

“An' then some,” answered the pilot. “Ya come out with some pretty interestin' get-ups sometimes, Beckers -- bet it musta taken a whole hour just to do your face."

“Gee,” she said, sarcastically. “Thanks a lot, Fly Boy.”

Forty-five minutes...but who's counting?

“I...uh...didn't mean…”

“I know what you meant... and thank you,” she assured him. “Just because I don't dress up all the time doesn't mean I don't like to. I don't always get the opportunity to do so.”

Pity, he thought.

“Tell me, Baloo…what’s the story with you and Katie?” Rebecca continued with a raised eyebrow.

 Baloo just sighed.

“There ain’t no story, Beckers…Louie an’ I just ran inta Katie years ago on some li’l expedition out in a desert somewheres an’ helped her fight off some baddie after some ancient bells.”

“Treasure hunting again, hmmm?”

“Not at the time I wasn’t,” muttered the pilot ruefully.

“So… during your… noble quest, did you two idiots fight over her?”

 “Becky! You hurt me to the quick! Ya don’t think I’m the type o’ guy that’ll…” began the pilot.

She gave him a knowing look.

“Well…mebbe just a li’l bit,” he conceded. “But nuthin’ happened. Honest.”

“Hmm…I don’t know. I know you, mister. You tend to fall for pretty faces that lead you into trouble. I don’t know why, but it does seem that the ladies seem to be attracted to you.”

Me? I dunno if I should take that as a compliment or an insult.”

“Yes, you. I mean…what is it about you pilots that always have women falling at your feet?” Rebecca asked with a slight smile.

“It’s the plane, right?” said Baloo grinning. “Chicks love the plane.”

Across the floor, Kit and Myra were dancing and enjoying themselves. 

“You dance just fine, Kit,” complimented Myra.

“Thanks…I guess those social dance classes in gym came in handy after all,” said Kit.  He paused for a moment and then asked: “Uh…Myra…I got to ask you something about… girls.”

“Oh dear.  Isn’t that something you should be asking Baloo or Rebecca?”

 “Yeah…but Baloo and I never get around to it and I feel kinda weird asking Rebecca about…that.”

“I understand. What would you like to know?”

“H-h-h-how do you make a girl feel the same as you do?”

“You can’t…that feeling has to come from within. If you’re just yourself and give it a little time…she might then feel the same. But it’s no guarantee, Kit, I can tell you. Just remember to respect her as well as yourself.”

Kit thought about it. “Okay. Thanks, Myra.”

“Glad to help.” she responded warmly.

Kit then saw Baloo and Rebecca dancing together. He somewhat figured those two out, given their infamous shouting matches and different work ethics always clashed -- and yet, here they were, looking very much like a couple having a night out together.

And the way they would look at each other, just like now...

I wonder about those guys, Kit thought. Papa Bear and Becky... would it ever...? Aw, who knows? Stranger things have happened!


The pale moonlight hovered over Grand Harbour as a coast guard patrol boat skimmed along. Just then, a trail of air bubbles popped on the surface, followed by a small periscope rising slightly above.

The periscope travelled its way to Dockyards Quay, rising above was a mini-submarine with skull-and-crossbones insignia patched on its side as it sailed up to the nearest dock.

The hatch wheel spun counter-clockwise, opened and out emerged a wolf in black clothing, taking a look around for any signs of police or security guards. “All righty, men,” whispered Don Karnage inside the submarine. “Disembark immediately. The coast is clear!”

Six other pirates, including Mad Dog and Dumptruck, followed up from the mini-submarine all wearing black and knapsacks, as was their captain. After the last one left, Karnage returned back to the submarine to give further orders.

“Alright, Will! Return to the Iron Vulture and await our signal in a couple of days. You are commanding of her now -- and don't leave a mess, please.”

“Aye, Captain,” answered his first mate. He closed the hatch wheel, secured it and submerged back into the dark waters below. The pirate leader eyed the Prowler, studying it intensely for a moment then turned back to his entourage.

“Well, it seems that our little monkey-wrenching with the Prowler’s turbines did the trick, men!” said Karnage gleefully. “Now begins phase two of my most brilliant plan!”

“Team One,” he addressed the first trio of minions. “You will sneaky aboard and pose as part of the communications crew. You have your orders in your knappy-sacks when they arrive at the wreckage site.

“Team Two; which is Mad Dog, Dumptruck and my most wonderful self, we will be part of the maintenance crew to ensure that after we have sent the signal to the Iron Vulture, we shall see that the Prowler has an even bigger problem, si?” he concluded with a wicked smile.  His men snickered.

“Now, then!” ordered Karnage. “Team One, wait here as we board the ship. Wait for our signal to climb up the anchor chain. Mad Dog, Dumptruck, come with me.”

 The three pirates casually strode up the gangplank. As they approached the awaiting night guard, Karnage whispered:

“Remember…leave all the chit-chatting to me, oka-lee-doka-lee?”

A burly rhinoceros greeted them. “Halt! Who goes there?”

“Hello there, fellow sailor-type person,” answered Karnage, dropping his voice a couple of octaves lower. “It is…ahem…we are the additionals that Khan Industries have sent to help repair the turbine thingamabob problem you have been having.”

“Let me see your papers,” said the rhino, suspiciously looking at the so-called excuse for “sailors.”

Searching through his heavy overcoat, Karnage produced a four-folded paper and handed it over. Looking at the document, the night guard gave it a proper once-over. It seemed to be in order and proper authorization, but these three… they didn’t look like they could fix a fish tank, much less an oil tank.

 “I don’t know,” said the guard. “I didn’t hear about any additional…”

“My good man! Mee-ster Khan’s signature is on that important-looking paper! Are you going to question Mee-ster Khan’s orders?”

The rhino broke into a nervous sweat.

“Uh, n-n-n-no! Welcome aboard!”

 He stepped aside to allow the phoney sailors to pass. While Karnage was busy with the guard, Mad Dog took out a small flashlight and clicked it a couple of times and the first team clambered up the large anchor at top speed.

As soon as they were out of earshot of the night watch, Dumptruck said to his leader: “Cap’n…how did you manage to get forged papers from Shere Khan?”

 Karnage smugly replied to his stooge: “How many time must I be telling you, Dumptruck? I am a man of many talents. One must be a jackhammer-of-all-trades to be a fearsome pirate, yes-no?”



End of Part Eight



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