Disclaimer: I do not own TaleSpin! I'm just a fan who adores the series

Episode One

The McQueen

Out in the middle of nowhere above the ocean, somewhere between Cape Suzette and Pirate Island, a vortex ripped open a hole in space and out of it, flew a red Conwing L-sixteen with big thunderbolts painted on both sides of the plane.

In the pilot seat, a tall brown bear wearing a brown leather jacket grinned and looked over to the right at the passenger seat. There sat a preteen bear cub, wearing a French sky blue solid color sweatshirt. Their fur color were different from each other. The bear has chocolate brown fur, and the cub has bronze color fur. The cub looked over at the bear, his eyes were a bright blue.

"Well, we're here." said the bear pilot, as the vortex closed behind them. "Now all we have to do is find Kit."

"Are you sure he's here, Dad?" the cub asked, his voice sounded sweet and innocent. "We've been to dozens of different worlds looking for him, and so far, no luck."

"I have a feeling we're about to get lucky, Chris." the bear said with unwavering confident. "After all, this is the world where we were all born, you, Kit and I. This is our home world."

"Really?" Chris said, sounding mildly interested as he pulled out an iPhone from his pocket, and turned it on. His face fell. "What the— No signal?! Aw man!"

"Yeah…. Any electronics that relies on a WiFi or satellite won't work in this world." the bear said, grinning apologetically. "...And there's no cellphone towers either. The timeline of this world is still in the early twentieth century, somewhere in the nineteen-thirties."

"...We were born in a world... with NO INTERNET?!" Chris cried in disbelief, sliding down in his seat in despair. "Please tell me we still have cable TV..."

The bear gave him a sheepish grin in response. "...NOPE! As I recall, we only had three channels at most. In this era, radio dramas were more common than TV."

There was a long shocked pause and then Chris said with a sad face: "...I wanna go home."

The bear chuckled. "Aw c'mon, Chris, it's not that bad. I mean, sure, things are better in future generations, but kids will always manage to find something fun to do in every era. And besides, you ARE home."

"I want to go home." Chris repeated, looking sadly down at the dysfunctional iPhone. "How am I supposed to navigate you without my GPS?" he asked, holding up his iPhone, showing its 'No Service' message.

For an answer, the bear reached over and banged his fist on the glove compartment, which swung open and a map, a real paper-made map came flying out, unrolling itself under Chris' chin.

Chris stared down at it for a full ten-second, then he turned a look of disbelief upon the pilot.

"...You gotta be kidding me…. I gotta use THIS old thing?" he said incredulously

"Sorry, kiddo." the bear said with a sheepish grin, reaching over and ruffling his son's hair. "In this generation, that's about the only way to navigate."

"Yeah, well…" Chris said, holding the map up to eye level. "I guess it's a good thing I learned to read maps as well as an GPS." he blew on the map and was suddenly engulfed in a cloud of dust, which triggered a coughing fit from Chris that continues until the dust cleared away.

"Heh-heh, yeah, it's been a long time since I used that…." the bear said, grinning sheepishly at the glare Chris was giving him.

Suddenly, a distress call came over the radio.

"Mayday, mayday! This is the Sea Duck! I got Air Pirates on my tail and I can't shake 'em!"

"Sea Duck…? Why, that's ol' Baloo!" the bear said fondly, reaching for the microphone.

"You know him?" Chris asked.

"Not really, I only knew him as a regular at Louie's Place." the bear replied. "But from what I heard, he's one of the best pilots in the air, despite being a fat, lazy slob."

"What the— Hey, I heard that, wiseguy!" shouted Baloo's voice on the radio, sounding irritated.

The bear jumped, suddenly realizing that his thumb was holding down the talk button on the microphone.

"Oops!" he yelped. "Sorry about that, Baloo…. You weren't supposed to hear that." he then turned serious. "What's the mayday?"

"Pirates on my tail, man!" Baloo growled. "And engine one is shot!"

The bear groaned. A shot engine is never good news, it severely limits the pilot's options for an escape maneuver.

"What's your coordinate, Sea Duck?"

The bear and Chris heard Baloo repeat the question and then they heard a young boy's voice respond: "Eight miles south-west of Cape Suzette—Baloo, WATCH OUT!"

And the radio went silent as the transmission was cut off.

Chris quickly located and marked the coordinate on the map. "Turn right, fly straight and we should be there in ten minutes. Dad...? Dad….?"

The bear sat frozen in his seat, a look of shock on his face. "Was that….? The boy's voice sounds similar to Chris', but a shade deeper..."

"DAD!" Chris yelled in his ear.

Startled, the Dad dropped the microphone. "Wh-what?"

"Turn right and fly that way," Chris said, pointing at the passenger side door. "but it's a ten-minute flight."

"But by then, it may be too late." the Dad said, then he frowned with renewed focus. "No, we'll make it there in ten seconds! Chris, get in the safe room and fastened yourself tightly to your seat."

"Yes sir!" Chris said with a salute. He unbuckled himself and jumped down from his seat. Then he reached down and pulled open a trapdoor in the floor. He lowered himself through the hole and climbed down, closing the door over himself. After a few moment, Chris' voice came over the radio: "I'm secured."

The bear steered the plane into the direction Chris had indicated, then braced himself in his seat and reached up and pressed the big red button over his head.

Suddenly, a tremendous G-force was against him, pressing him hard into his chair, the world around him became a whirlwind of blurred colors and shapes. The plane was now traveling at near-warp speed.

"...Eight….Nine….." The bear counted as he struggled to raise his arm to press the button again."TEN!" He manages to press the button, and suddenly he found himself in the middle of an aerial dogfight.

A squadron of CT-thirty-seven fighters, led by Don Karnage, were flying around like bees and sending bullets raining down upon the yellow cargo plane, which performed some amazing evading maneuvers despite losing one engine. Too focused on their prey, the pirates didn't even notice the newcomer.

"Okay..." the bear said, taking a deep breath and closing his eyes. "Speed, I am speed." he said, focusing as the sound of gunfire pounded in his head. "I'm faster than fast, quicker than quick. I am... Matthew Cloudkicker!" He kicked the plane into full throttle and went charging in through the squadron of Air Pirates, like a bullet!

The pirates let out cries of shock and surprise before the full impact of the appearance of the red Conwing L-sixteen hit them. It had flown past them so fast, that they were caught in the trail of its' shock wave, causing their engines to fail.

Don Karnage paused, noticing that his engine failed. He gulped and said in a higher voice than usual, his ears dropping: "Mama… WAH-AAAHHH...!" he screamed as his plane and the planes of his fellows with him, dropped like stones from the sky, landing with loud splashes in the sea below.

Matthew watched with satisfaction as the Air Pirate threat was swiftly neutralized, then he pulled the throttle back more than halfway, returning to normal speed.

"Whew! Now that that's outta the way…" Matthew said, picking up the microphone. "Baloo, you need to make an emergency landing. I'll see if I can fix the engine for you."

"You will? Aw thanks, man! You're a lifesaver!" cried a grateful Baloo.

The Sea Duck begin to descend upon one of the many scattered islands in the area, and landed. The McQueen landed some distant away.

Matthew got up out of his seat just as the trapdoor opened and Chris stuck his head out.

"Is it safe to come out now?" he asked.

"Yes, but leave all of your devices down there, including your phone." Matthew said as he opened a locker in the cargo hold and withdrew a toolbox.

"Aw, but why?" Chris asked, extremely reluctant to be separated from his precious electronics.

"One," Matthew said, closing the locker door and then holding up one finger. "They're useless to you here, none of them work."

"My tablet still work..." Chris said, holding up his tablet, which had a game of solitaire playing.

"Okay, so you can play games you've already downloaded on it, but you still can't let anyone in this world see it. It would upset the world order if anyone were to discover such a futuristic device."

With a show of great reluctant, Chris placed all of his electronics, his tablet, his video game handheld device and his iPhone into his backpack and lowered the backpack into the trapdoor in the floor.

After the backpack was safely inside the safe room underneath the cockpit. Matthew took out his own iPhone and dropped it on top of the backpack, then closed the door and then padlocked it.

"DADDDD!" Chris protested, as if Matthew had just padlocked his beloved pet.

"Relax, son, I'm just making sure you won't be tempted." Matthew said. "People of this era are not ready for such things." He picked up his toolbox again and opened the loading bay doors at the back of the plane and walking out.

As Matthew and Chris approach the Sea Duck, engine one still smoking, the door to pilot side opened and there stood Baloo with a bear cub sitting on his shoulders, holding a fire extinguisher. As Baloo stepped out of the plane, the boy climbed up stand on Baloo's shoulders before jumping onto the roof of the plane, spraying the engine with the fire extinguisher until it quit smoking

The boy wore a sweatshirt identical to Chris', though his was an olive green color instead of French sky blue. He was also wearing a blue baseball cap with a red brim, which he wore backward and his fur was a sienna color.

"Hey-hey!" Baloo called good-naturedly as they approached, clapping Matthew on the shoulder. "Thanks for yer help, Ya really saved our necks back there."

"No problem," Matthew said, patting Baloo on the shoulder. "I'm sure you would've done the same for me."

"You bet yer fur, I would!" Baloo declared, then he bent down and patted Chris on top of the head, who stood shyly at Matthew's side, but did not draw away from Baloo's touch. "And who's this little guy?"

"This is my son," Matthew said, then he nudged Chris. "Go on, son, introduce yourself."

"Hi, Mr. Baloo, I'm Chris." Chris said, holding out a hand, which Baloo shook.

"Drop da formality, kid, just call me Baloo." Baloo then cupped a hand to the side of his mouth and called: "Kit, hey Kit!"

Baloo did not see it, but Matthew and Chris' ears twitched at the sound of the name, each struggling to hold in their excitement. At long last, they would be reunited with Kit after so many years of looking for him.

Kit stood on the edge of the Sea Duck's wing like a diver about to dive from a diving board. "Yeah, Baloo?"

"Come down and meet our rescuers, Matthew…..and Chris." Baloo said, gesturing at each of them as he said their names.

"Coming, Papa Bear." Kit leapt down from the wing, landing on his feet with such grace, that it amazed Matthew and Chris. Kit did not so much as stumble on landing. "Hi, I'm Kit, Kit Cloudkicker." he said shaking hands with Chris and then Matthew. "Thanks for saving us back there."

Matthew manages to keep his emotions in check, as a result of his past military training. But Chris, he could tell, was close to breaking point "No problem, Kit, I was glad to do it. Well, let's take a look at that engine of yours. C'mon, Chris, you can help me."

"Wah-what? Oh, sure, okay…." Chris said, who was undergoing some painful internal struggle. He wanted to cry with joy and swing his arms around Kit, but was restraining himself with difficulty, as he didn't want to scare Kit away. Perhaps his Dad sensed that, that's probably why he asked him to help him with the engine.

They walked over to the Sea Duck, Matthew gave Chris his toolbox and Chris took hold of it as his Dad lifted him up and set him on top of the wing before climbing up onto the wing himself.

"Thanks, Dad." Chris whispered. "I was about to throw myself onto him."

Matthew gave a sympathetic and understanding smile. "Yes, I know, I was feeling the same temptation. As hard as this is, we must be patient and take it slow. We don't want to scare him."

"I know, Dad. that's why I tried so hard not to throw myself onto him and hug him." Chris said, wiping his eyes on his sleeves, as they begin to produce tears.

"I'm proud of you, son." Matthew said kindly, patting Chris on the shoulder, who threw himself onto Matthew, burying his face in his leather jacket. "Don't worry, in time we'll reveal ourselves to him, but we'll do it slowly and gently"

"I understand, Dad, but it's going to be so h-hard." Chris said tearfully, and Matthew held him in a consoling hug and planted a kiss on top of his head.

There was no need to say any more, Matthew just sat there on the wing, hugging his son comfortingly. He knew how Chris must be feeling. They've spent most of his life looking for his brother, traveling to many places and worlds in process. And now that they've found him, it must be exceptionally hard not to show his joy at their reunion.

"Now, why don't you go and spend some time with them, get to know 'em, while I work on this engine." Matthew suggested after Chris had recovered.

"Okay, Dad. I hope I can get through this without spilling the beans." Chris said, as he prepared to climb down from the wing.

Matthew meanwhile, was opening engine one and was shocked by what he saw.

"What the—? Who in blue blazes does engine repairs like this?!" he cried in outrage.

"What's wrong, Dad?" Chris asked, coming back for a closer look. When he saw the engine, he could not help himself, he burst out laughing. "Y-yeah. I see…." he pause in his speech as the laughter overtook him for a moment. "I see what you…." He doubled over and slapped his leg, laughing. "...what you mean."

Matthew frowned as a fit of laughter overtook Chris again and this time, he was holding his ribs while rolling around on the wing.

"It's not that funny…" he muttered, pinning a lantern to the open hood of the engine.

"It is to me!" Chris gasped, still rolling around on the wing, laughing his head off. "I mean, who-hoo-hoo-hoo would've thought to-to-to-to do engine re-re-repairs with…." Chris couldn't continue, he slapped his leg again and his laughing fit continued.

"...With paper clips and pieces of chewing gum?" Matthew finished the sentence for him, not at all amused. "An idiot, that's who! This is no way to fix an engine. Now this is going to take a lot longer to work on than I thought. I thought I was only dealing with a shot engine, Not even close, now I have to undo all of this…. MESS before I can make all the proper repairs and the fix whatever that bullet hit."

At the sound of his Dad's irritated voice, Chris stopped laughing at once. He looked apprehensively at his Dad as he stood up and turned to Chris.

"This is going to take all night, I think it's best to get those two and you to Louie's Place, you can stay the night there." Matthew said as he hopped off the wing and walked over to Baloo to explain the situation.

"...So, you'll have to spend the night at Louie's." Matthew finished. "I'll fly there in the McQueen and fly back here to tend to your plane."

"I guess that'll work, Louie's is closer." Baloo said, looking down at Kit.

"Yeah, and we can call Miz Cunningham from there and let her know what happened." Kit said, agreeing with this course of action.

Chris ran ahead of them to the McQueen and Kit ran after him. Baloo and Matthew followed as a walk, walking side-by-side.

"Your flying was amazing back there," Matthew said as they walked. "One of two engines shot and you were still able to make some amazing evading maneuvers!"

"I fly my best when I got someone ta protect," Baloo said.

"You mean Kit?" Matthew questioned.

"Well yeah, he and I've become the closest of pals after all we've been through together." Baloo said, smiling fondly at the memory of their many adventures. "He's a special kid. You won't find another one like him Don't know what I'd do without him.."

"Pals? You're just friends? Not father and son or anything?" Matthew asked."You didn't adopt him or anything?"

"Well… that's all detail stuff. Me, I'm the big picture kinda guy." Baloo said, shrugging.

Matthew paused, thinking for a moment and then said: "How did you two first met?"

"He literally bumped into me at Louie's while on the run from Karnage, knocked me down, clear across the stage." Baloo recounted. "After that, I found him hitchhiking on my plane, hanging outside my window!"

Matthew frowned. "Sounds dangerous."

"It was, but I was taking off at the time, I didn't notice him running after me until he was hanging on the outside of the window." Baloo said. "It was either me or da Pirates. He picked me."

"Sounds like he struck gold with you as his choice." Matthew said, smiling.

"Yeah, he an' me, best friends through thick and thin, he's also my navigator, would be lost every time without him."

"So he is the friend that helps you function in your job." Matthew summarized dryly.

"Yeah, but enough about me an' Kit, tell me about you." Baloo said.

"Me?" Matthew blinked, and then he stared up at the sky, looking thoughtful. "Hmm…. Where to start?"

"How about telling me where you learned ta fly at high speed like that." Baloo suggested.

"Oh, you saw that?"

"Yeah, you flew through those pirates so fast, ya caused their engines to fail with that shockwave you created with yer speed." Baloo said, looking at Matthew with admiration.

"Well, I was a circus pilot in my late teens and after that, I served as a fighter pilot in the Great War." Matthew fished in his chest pocket and pulled out his Medal of Honor and showed it to Baloo.

"You fought in da Great War?" Baloo said, stopping dead in his tracks.

"Yes, I did," said Matthew, also stopping.

"Hey, me too!" Baloo said. "Who did ya served under?"

"Oh, um, I believe it was General Zaslove." Matthew said thoughtfully. "I was a squadron captain."

"Zaslove? Oh man, you and I both served under the two most legendary figures of the Great War!" Baloo said excitedly. "I served under General Magon, and man, was he strict!

"Hey," Kit called from the plane, standing on the loading bay door beside Chris. "Are you two going to stand around and talk all night, or are we going to Louie's?"

"I've heard of Magon," Matthew said as if there has been no interruption, but continuing to walk towards the McQueen. "He was known for his strictness, but he was also known for getting the job done. He never cut corners."

"Yeah, he never did cut me any slacks either.." Baloo said. "But in the end, it was thanks to him that I'm the pilot that I am today."

"And General Zaslove is the reason I'm not afraid to push speed to the limit," Matthew said, grinning nostalgically. "In a battle, you want to be faster than fast, so fast that you can catch the enemy in your aircraft's shockwave and cause their engines to fail, thus neutralizing them without firing a single shot. Saves the supply of bullets that way."

"Like you did with those Pirates?" Baloo said, stopping to admire the McQueen.

"Yeah, but my way of flying is not for everyone. You see, it's very easy to lose control of speed, if you're not careful…." Matthew made a throat-cutting motion with his hand, drawing a finger across his neck to indicate death. "I was trained to manage speed without ever losing control. Very few had mastered the use of speed as I had. Whether you're using speed in an aircraft or in a racecar, you misuse speed for even a second, you're at risk of losing control and that loss of control will most likely lead to crashes, wrecks and even death. Speed is not a toy, it shouldn't be played with."

"Yeah, I know." Baloo said, looking back at the Sea Duck. "I used to have a turbo boost in my plane, called Overdrive. It triples the normal maximum speed. I could just barely control that kinda speed. But Overdrive had its' drawbacks; if you use too long and the engines will overheat and it's boom-boom bye-bye."

"Interesting, do you still have it?" asked Matthew as they walked into the plane from the back loading bay entrance.

Baloo shook his head. "Nope, I burned it out and it couldn't be repaired, so they removed it."

"Oh…. what a shame, that would've helped you get away from the Pirates today, at least."

"Yeah, it would've." Baloo agreed. "But the boss lady says getting a new one was too expensive."

Matthew went into the cockpit and found Kit admiring the controls with awe.

"Wow, you could tell this plane was built for speed!" Kit was saying. "Just look at all these speed-control dials and buttons!"

"Yeah!" said Chris. "We're always flying at low throttle because low throttle for this plane is maximum speed for most other planes. And the McQueen can go even faster than that, see that big red button up there?" he pointed at a button above the pilot seat. "If you press it while in-flight, you'll go lightning fast! And trips that normally take hours turn into minutes and minutes turn into seconds!"

"WOW!" gasped Kit in awe, and Chris looked pleased with himself for impressing Kit.

"Oh, hi Dad!" Chris said, noticing the arrival of his father and Baloo. "Just showing Kit around."

Baloo stepped into the cockpit after Matthew and gave a long, impressed whistle as he looked around the cockpit with admiration.

"Man, oh man, this baby's a beauty." Baloo said. "And I like the new-looking black leather seats!" He added, going over and sitting in down in Chris' usual seat.

"Um, Mr. Baloo, that's my…" Chris started to say, he was rather fond of his seat and did not really want to share it.

"It's okay, Chris," Matthew said as he seated himself in the pilot's seat and then lifted Chris up and set him in his lap. "You can fly us to Louie's."

Chris looked delighted about that and forgot all about Baloo stealing his spot in the cockpit, which is exactly what Matthew wanted.

"Oh wow, really?!" Chris exclaimed happily and then he gripped the control yoke as Matthew started the engines.

Kit sat in Baloo's lap and pressed his face against the passenger-side window to watch as the right engine propeller as it started spinning. He noticed the engines sounded smoother than the Sea Duck's.

"Listen to those engines, Papa Bear!" Kit said excitedly. "They sound beautiful, like music to my ears!"

"Hey, you're right, Lil' Britches," Baloo said as he listened to the engines too. "Say, Matt. where did ya get these engines?"

"Huh? Oh, I didn't get 'em, I made them."

Kit and Baloo's jaws drop to the floor!

"No way, you got probably the best engines in the entire world and you made them?" said Kit in astonishment.

"Yep!" Matthew said proudly. "I found this plane as a wreckage in the junkyard. Took nearly six months to restore it, but I had to create my own set of engines, as they removed the engines before they threw the plane into the junkyard."

"Of all the plane wreckage you could have found, you picked a Conwing L-sixteen?" Kit said, more amazed still.

"Yep!" Matthew said again."I thought it was a shame they discontinued such a classic plane, there are only three Conwing L-sixteens left in the world and they were all already owned by others, so I found this one and restored it myself. It took forever to get the wings, the tails and the pontoons back into shape, but I got there in the end.."

"Why only three?" Kit asked. "I thought there were a whole fleet of them!"

"At one time, there were, Lil Britches." Baloo said sadly. "But sadly, most of the Conwing L-sixteens were lost in the Great War, They were cargo planes, innocent cargo planes mistaken for an enemy plane. And most were flown by less gifted pilots. After so many of them shot down, there's only three left, four if you count this restored plane."

"That's terrible!" exclaimed Chris from his position on Matthew's lap, still holding the control yoke.

"War is terrible, Chris, casualties are to be expected in a war, which is why many would prefer to avoid war." Matthew said sadly. "But there are times when war is unavoidable, especially when you have a foreign dictator who's bent on world-domination and had declared war on your country."

"Say, Matt, are you really gonna let yer kid fly yer plane?" Baloo asked skeptically.

"Sure, he'd flown this plane before, he knows what to do." Matthew said, rubbing Chris' head fondly. "But always under my supervision. Take us away, Chris!"

Chris looked focused as he pressed buttons here and there, flipped a few switches and turned a few knobs

"Started the engines, adjusted the flaps… set the trims...and everything else, we're ready!" Chris said, pushing the throttle forward just a little way up. The McQueen rolled across the ground at gathering speed. Once they were going fast enough, Chris pulled back on the control yoke slowly. "...and lift off!" he said as the plane lifted off the ground and begin to climb up into the air.

"A very fine takeoff that was!" Matthew shouted with pride, ruffling his son's hair. Chris giggled as his hair was ruffled.

"Wow…." Baloo said in awe. "I've never seen a finer takeoff from a kid. You'll make great pilot, Chris."

"Ahem…." Kit said with his arms crossed, glaring up at Baloo.

"...and so will you, Lil Britches." Baloo said hastily. But unable to help himself, he asked: "How long have he been flying?"

"Eh, I started letting him take the wheel since he was seven." Matthew said. "His earlier takeoffs weren't very smooth like this one. Sometimes, he'd forget to set the trims or take off without adjusting the flaps. Other times he'd forgot to draw up the landing gears, leaving them hanging down for the majority of the flight…." He said the last line in a rather pointed way.

Chris gasped. "Oh, shoot! I knew I was forgetting something!" he said, hastily flipping the landing gear switch, so that the wheels under the plane folded and withdrew into the belly of the plane, its' flap doors closing.

"Very good, Chris, that was good take off." Matthew said encouragingly, patting Chris on the head. "Now, give it a little more throttle so we'd go a little faster.

"Aye, aye, Captain Dad!" Chris said with a playful salute, then he reached over and pushed the throttle two or three inches forward, increasing their current speed by twenty percent.

"Wow, this much speed with so little throttle!" Baloo exclaimed, impressed. "Three hundred miles per hour, That's about…." he paused, struggling to do the math in his head.

"Don't hurt yourself, Papa Bear." Kit advised with a chuckle. "Three hundred miles per hour is about sixty-eight percent of the Sea Duck's maximum speed of four hundred and forty-three miles per hour."

Matthew whistled in amazement at Kit's math skills. "Wow, that's advanced math there, kid."

Baloo chuckled: "Ya have his teacher and ol' Becky ta thank for that. They really worked poor Kit to the bone!"

"Becky?" Matthew questioned as Chris continues to fly the plane.

"He means our boss, Rebecca Cunningham." Kit explained. "So, what's the maximum speed of the McQueen?"

"It's exactly double the Sea Duck's maximum speed." Matthew said.

"Whoa! That's eight hundred and eighty-six miles per hour!" Kit exclaimed in amazement. "This is the fastest plane ever!"

"Yep." Matthew said, patting the dashboard fondly. "And this set of engines are one of a kind, I made them myself and I never released them to the public. They are for my use only. Maybe when I go back to the Sea Duck later, I'll improve the engines and increase the maximum speed. Although I can only promise you a maximum speed of five hundred, any faster than that, I'd have to make another set of McQueen engines for the Sea Duck."

"Would ya?" Baloo asked hopefully.

"Sure," Matthew said, taking out a notepad and pen from his pocket, he wrote down a number, tore off the paper and handed it to Baloo. "That is, if you're willing to pay that much for them."

Baloo took the paper and stared at the number, his face was that of the saddest bear you have ever seen, his ears drooping. Kit craned his neck to look at the paper in Baloo's hand, when he saw the number, he gave a long, shocked whistle.

"Whoa! Why that much, Matthew?" Kit asked.

Matthew inwardly cringed at being called Matthew by Kit, but recovered himself. "Because of all the hard-to-find parts to make them. The harder an object is to find, the more rare they are, the higher their price, thus that price." he explained, gesturing to the note in Baloo's hand.

Baloo chuckled nervously as he crumpled up the paper and tossed the paper over his shoulder. With amazing reflexes, Matthew caught the paper in his hand like a frog catching a fly.

"Please, no littering in my plane." Matthew said firmly, putting the balled-up paper in his pocket.

For the first time, Baloo and Kit noticed how clean and sparkly the cockpit was, so clean and new-looking, you'd thought this was the first time the McQueen had left the factory! The cockpit even had the smell of a brand-new car.

"Don't worry, Dad is not a clean 'n neat freak, he's only like that with things that are important to him." Chris said, noticing Kit sliding a finger across the dashboard and seemed surprised by its' lack of dust, not even a speck! "Which why the McQueen and I are the cleanest things in our hangar."

"Anyway," Matthew said, looking towards Kit and Baloo as Chris continues to pilot the plane. "Tell me about how you two came to be partners, what's your story?"

During the next half hour, Kit and Baloo explained how they met, how they came to be working for Higher for Hire and how they teamed up against Don Karnage for the first time.

"Wow, this Rebecca sounds like a smart woman. Just cover your plane in rubber to repel the lightning from the Lightning Gun," Matthew said, sounding impressed. "I wouldn't have thought of that. I would've thought 'If I move fast enough, I can avoid getting hit by it', but her way works too, I supposed."

"I can see Louie's," Chris announced as the island where Louie's establishment was located came into view in the horizon. "Can I do the landing this time, Dad? Can I, can I?" he begged with puppy dog eyes.

"Oh…" Matthew said, appearing to be reluctant and slowly giving in. "Oh, alright. But no landing gears this time, this a water-landing, not a ground-landing. All you need are the pontoons for this."

"Did he make a water-landing with the landing gears down before?" Baloo asked.

"Yes he did," Matthew said. "Not only did it do damage to the landing gears, we were flipped nose-first in the water."

Chris seems to have shrunk a few inches as his Dad told this story and gave a feeble mutter of: "Hey, I was eight!"

Chris then reached for the throttle, pulling back, slowing down the plane and then pushing the control yoke forward, he begin the descent Soon the belly of the plane touch the surface of the water. The landing wasn't perfect, they bumped up and down on the water a few times before sliding across the surface of the water. It wasn't perfect, but it was passable.

"That was a pretty good landing, Chris." Matthew said encouragingly. "Wasn't it, guys?"

Baloo was slumped his seat, his pilot cap ashew and he appeared dazed. "Ohh-ohh, ask me again when my back's back in order…."

To this, Chris appeared disheartened, and Kit took note of that and tried to cheer him up a bit.

"It was a good landing, Chris," Kit said. "It wasn't the best landing, but it wasn't the worse. You should've seen Baloo's C-minus landing."

"Well excuse me fer makin' a bad landing while on the run from Air Pirates." Baloo muttered.

Chris gave Kit an appreciating smile. "Thanks Kit, but I know there's room for improvements in my landings."

Baloo finally took note of Chris' discouragement and knew then what Kit was trying to do.

"Hey, Chris, don't sweat it," Baloo said, patting Chris' shoulder. "Landing is the hardest part of flying, everyone has their bad days with it, even ol' Baloo from time to time."

"They're right, Chris," Matthew said, hugging Chris comfortingly. "It was a little bumpy, but you got us down in one piece and that's what matters. I do not expect perfection, I only expect you to do your best. As long as you're doing your best, I'm gonna be proud of you no matter what the outcome."

Chris smiled and hugged Matthew. "Thanks Dad."

"You're welcome," Matthew said. "Now, can you steer us to the island?"

Chris looked out towards the island and saw a few planes parked beside a series of wooden planked docks along the edge of be island.

"I think so, I'm gonna try." Chris said as he took the control yoke with renewed confidence. He steered the McQueen towards the island and managed to park at the dock without any incidents.

"Very, very good." Matthew said. "This time, you did everything, take off, flying and landing. I'm gonna grade you… a B."

"A B?" Chris said. "I was hoping for an A-minus at least. But I guess a B isn't so bad."

"Yeah, it's better than a C-minus." Kit said and they both shared a laugh behind their hands at the reference to Baloo's bad landing.

Chris returned his attention to the control panels, flipping a few switches and pressing a few buttons, to turn the plane off.

The propellers stopped spinning by the time Matthew opened the pilot side door and stepped out onto the dock. He was then followed by Kit and Chris with Baloo bringing up the rear.

They made their way to Louie's Place and entered through the double doors. Louie looked up at their entrance from behind the bar.

"Well blow my horn, it's Matthew!" Louie shouted, jumping over the bar and running over to meet them. "Long time no see, coz!"

"Yeah!" Matthew said as they traded high-fives, fist-bumps, a handshake and a hip-bump. "How're ya doin', old buddy?"

"Oh, can't complain, these crazy folks keeps me as busy as a zookeeper, ya know?" Louie then caught sight of Chris. "Well I'll be a monkey's uncle…. Is dat you, Chris?" he said, striding over to Chris and picking him up by his armpits, and just held him up, as if trying to guess his weight. "How did ya get so big?"

"Um, I grew...?" Chris said, unnerved at being picked up by a person he barely even knew. "Um, could you put me down?"

"Oh, you forgot ol' Louie?" Louie asked as he set Chris back down. "Can't say I blame ya, you were just a little toddler the last time we met."

"I...guess I was…?" Chris said, looking up at his father for confirmation.

Matthew nodded. "You two were big buddies back then, you even called him 'Unca Louie', that was so cute."

"Dad…." Chris muttered, blushing and embarrassed.

"Oh sorry, son, I'm doing it again, aren't I?" Matthew said apologetically. "Well, sometimes it can't be helped. One day, if you're lucky enough to become a Dad, you'll understand how hard it is not to talk about your son or daughter's youthful beginnings."

"Yeah, but hopefully I can refrain from doing so in public." Chris said, still blushing.

"Anyway," Matthew said, turning back to Louie. "Baloo's plane was shot down earlier and I brought him and Kit with us, so they can stay here while I go back and fix it for him."

"Sure, coz, that's fine." Louie said as leapt over the bar and opened his inn book of guests. "I have one room left. It's a small room with small sets of twin beds. Someone like Baloo wouldn't fit in there. "

"Just one?" Matthew asked and when Louie nodded, he sighed. "Oh well, I guess Baloo can come back to the Sea Duck with me. I'm going to need someone to fly it after I've fixed it anyway. How much is a room for two boys and meals?"

"A room for two kids, plus tonight's supper and tomorrow's breakfast, will ya be back before lunch?' Louie asked, while calculating a price with his cash register.

"I expect so." Matthew said. "But can't say for certain."

"No worries, coz, if they do end up having lunch here, it's on da house. Now that'll be…thirty dollars." Louie said while calculating with his cash register.

Matthew handed over the cash and turned and knelt down before Chris. "Chris, you stay here with Kit and Louie. I'll hopefully be back in the morning. Be good for Louie and listen to him, okay?"

"Okay, Dad." Chris said, putting on a brave smile before throwing his arms around his Dad's neck and hugging him.

Matthew hugged Chris and kissed him on the cheek. "See ya later, lil buddy." he stood up and left, walking towards the exit.

"Bye, Dad." Chris said, waving after him.

Baloo gave Kit a hug. "I'll be back for ya in the morning, Lil Britches."

"I know you will, Papa Bear." Kit said, hugging Baloo back. "I'll call Miz Cunningham and brief her on the situation."

"Yeah, you do that, and thanks." Baloo said, he waved a hand in farewell and left after Matthew.

With Matthew and Baloo both gone, the two bear cubs turned to Louie.

"Are ya hungry now, little cozes? I'm tryin' out a new pizza recipe." Louie said, heading into the kitchen connected to the space behind the bar.

"Sure, Louie, I can eat." Kit said.

"Yeah, me too," said Chris.

"Comin' right up!" Louie shouted from the kitchen.

Kit and Chris looked at each other as they sat side-by-side on their stools.

"So, you can fly." Kit said. "Since you were seven…." his voice was casual and friendly with a hint of jealousy.

Chris nodded. "But I can only fly when my Dad is there with me."

"I wish Baloo would let me fly like your Dad does." Kit said. "Where are you from anyway?"

"Oh...um…." Chris didn't really know this world well enough to give Kit an answer. Finally he gave Kit the name of one town he heard from his Dad when he refers to this world. "Freeport, I'm from Freeport."

Kit looked surprised. "Wow, Freeport is where I spent my early years at. Are we related?"

Chris was looking uncomfortable, he wanted to scream "YES!", but his Dad wanted Kit to figure it out on his own for some reason.

"We might be…. why'd you ask?" Chris finally said.

"Well, we're all bears, for starters, and you're wearing a sweatshirt similar to mine." Kit said, picking at the sleeve of Chris' French sky-blue sweatshirt. "And we both love planes."

"So does everyone else in Freeport." Chris said, looking nervous.

"Yeah, I guess that's true. Freeport was largely a hangar town, most people there owned a plane or wanted one." Kit said, he frowned, focusing on Chris' features. "But you look too similar to me for us not to be related..."

Kit was so close to the truth, Chris was feeling the pressure and then he was rescued by the reappearance of Louie.

"Here ya are!" Louie said, laying a round pizza down in front of them. The toppings was ham and some kind of yellow cubes.

"Wow, this looks good, Louie, what is it?" Kit asked, completely distracted from Chris. Chris breathed a breath of relief. He did not know how much longer he can keep this up.

"Oh, it's just a little ham and pineapple pizza." Louie said. "How is it? C'mon now, be brutal."

Both Kit and Chris each picked up a slice and took their first bite. Their eyes opened wide with delight as they devoured the rest of the slice and picked up another.

"Well?" Louie prompted them. "How is it?"

"It's good!" cried Kit and Chris in unison with their mouths full.

"I love it!" Chris added, taking another bite.

Louie chuckled. "Well I'm glad ya like it! Might have to add it to menu."

"Please do!" said Kit as he ate.

Louie then gave them both a cola in coconut-styled mugs.

"Thanks, Louie!" Kit said, taking a sip of his drink.

"Yeah, thanks!" echoed Chris, also taking a sip.

"Now then!" Louie said as the two bear cubs finished their pizza and drink. "Yer Daddy," he pointed at Chris. "Had already paid for you two to have a room for the night and breakfast." He then got out a notepad and pen. "So, what would ya like for breakfast?"

"Well, I like big old fashion breakfasts." Chris said. "With scrambled eggs, bacon, sausage, a biscuit covered in white gravy and a side of pancake."

"Alrighty." Louie said, dotting down Chris' order, then he turned to Kit. "And what will you have, short stuff?"

Kit gave Chris a surprised look. "How are you not fat or chubby with a big breakfast like that?" he asked, giving Chris a playful poke in the belly.

Chris giggled from the poke to his belly. "Simple, I burn the calories by working out and jogging sometime after breakfast and before lunch. If I have a big breakfast, I usually eat a smaller lunch. You eat as much as you want just as long as you can burn the calories faster than you put 'em in."

"Baloo could take lessons from you," Kit said.

"Fat chance, short stuff," Louie said, polishing a glass with a washcloth behind the bar. "There's no helping that bear, not when he's used to eating ten sundaes a day while his tab keep going up higher and higher. That reminds me…." Louie said, taking out his book of tab records. "His tab has already exceeded well past the no-service line with five thousand dollars."

"Five thousand?!" Kit gasped, but not altogether shocked, he always knew Baloo had a high tab, just not that high.

"Yeah, I usually stop serving ya at one thousand dollars, but since Baloo's an old friend o' mine, I let it slide." Louie said. "But I guess it's time for me to stop slidin'."

"How in the world does anyone run a tab up that high?" Chris asked in shock.

"All those sundaes, ice cream, food service and refueling service," Louie said, closing the book of tab records. "They all add up, coz."

"Well what's Mr. Baloo's been doing with his paychecks if he's that high in the tabs?" Chris asked.

"Checks? Baloo doesn't have a bank account, not since the bank sold the Sea Duck and his business to Miz Cunningham," Kit said "She pays him in cash, and then he puts it in a hidden safe, he's saving it up to buy the Sea Duck back. That reminds me… Louie, can I borrow your phone?"

"Sure coz, help yerself." Louie said. "But it'll cost you fifteen cent to call long distance."

Kit fished into his pocket and pulled out some small loose changes, the kind of changes you'd find in under the couch cushions after your Dad's been napping on it.

Chris saw that Kit had a dime and couple of pennies.

"Uh, all I have is twelve cents…."

"Then I guess I'll just have ta put three cents on your tab."

"Wait," Chris said, he put his hand in his pocket and pulled out a dollar bill. "Do you have changes for a dollar?"

"I sure do, coz!" Louie said, snatching the dollar and tossing Chris four quarters.

Chris caught the quarters with a word of thanks and then turned to Kit and handed him one of the quarters. "Here, Kit."

"But that's your money, I couldn't take it." Kit said.

"Sure you can, I want you to." Chris insisted

"You sure?"

"Yes, now take it." Chris said firmly.

Kit accepted the money from Chris and gave Louie the one quarter.

"Fifteen cent out of twenty-five?" Louie said, taking the quarter from Kit and replacing it with a dime. "Ten cent's your change/."

"Thanks." Kit said, and then hurried over to a phone that hung on the wall and took the earpiece and put it to his ear and spoke into the mouthpiece protruding from the wooden box. "Get me Higher for Hire in Cape Suzette."

"That's a phone?" Chris said in surprise. "It looks so ancient…." he said, mentally comparing this wooden box with a mouthpiece and a wired earpiece with his iPhone. Now he can see why people in this world would consider his iPhone futuristic, even alien! He can now see why his Dad had locked away his stuff.

"Ancient? Of course it is, I got it twenty years ago." Louie said. "Here, have a sundae, on the house." he said, setting a coconut shell bowl of ice cream down in front of him.

"Oh, gee, thanks!" Chris said, taking a spoon and beginning to eat. He was halfway finished before Kit came back from his telephone call.

"Miz Cunningham was glad we're okay, and she said she is grateful to your Dad for helping us out." Kit said as he sat down next to Chris and was presented with a bowl of ice cream from Louie. "Thanks Louie. And she said she's glad we didn't lose our cargo. Better late than stolen or lost, she said. Now she can call the client and tell them that the shipment was delayed due to Air Pirate attack."

"I'm glad she's not mad or anything." Chris said.

"Oh, she's mad, just not at me." Kit said, grinning. "She rarely get mad at me, I'm protected by my age. She can rage and scream at Baloo all she wants, but she feels she shouldn't give me the same treatment because of my age."

"Maybe she feels more of your mother than your boss." Chris suggested. "That could be a factor in it."

"It… could be…" Kit agreed thoughtfully. "And I wouldn't mind that. She's a good mother to Molly."

"Who?"

"Miz Cunningham's six-year-old daughter. She's a real bundle of energy." Kit said. "She's a handful but she means well."

"Ah, cool," Chris said.

After that, they proceeded to eat and finish their ice cream. When they had finished, they both stretched their arms, letting out huge yawns at the same time.

Louie chuckled, watching the two cubs, noticing how they stretched and yawn in the same way as the other. "Ya know, if I didn't know any better, I'd say you two were brothers!"

Chris cringed at the painful reminder that Kit was his brother and Kit was supposed to figure that out on his own. Chris couldn't tell him directly, but maybe clues like this would help Kit solve the puzzle sooner.

Kit looked sideways at Chris, giving him a calculating look. Then he gave a smile. "It would be neat to have a brother like you."

Chris smiled weakly, at least he was comforted by the fact that Kit thought the idea of them being brothers was neat. For him, it was a start.

"Well, it's time to take you two young'uns to yer room." Louie said, grabbing the support beam of the bar and swinging over the bar. "Oh, Kit, before I forget, what's yer order for breakfast? I've get Chris' down for scrambled egg, bacon, sausage, biscuit 'n gravy and a side o' pancake. What would ya like?"

"Me? Well, I usually eat a lighter breakfast of cereal... but I guess I'd have the same thing Chris ordered." Kit said after consideration.

"Alright," Louie said, adding Kit's name to Chris' order before putting his notepad away. "Follow me." he said, leading them outside. Once outside, Louie led them uphill towards a series of small one-room Hawaiian-style shacks. Reaching the shack with a number twelve on the door, Louie stopped and turned to the two cubs. "Here we are," he said, giving Kit the key. "Hope you like the room, number twelve is actually the best room I can offer." he gave a huge yawn. "Well, I'm turning in for da night. G'night, short stuffs." and he begin to walk back towards the club.

Kit inserted the key in the keyhole and opened the door. It was a simple room with two twin beds and a nightstand between the two beds, on top of the nightstand was a radio. A window overlooking the beautiful island, beach and ocean between the two beds, over the nightstand.

Kit went and sat on a bed and Chris went and sat on the remaining bed.

"Chris?" Kit said after a long moment. "Are you my brother?"

"Wh-what?" Chris said nervously. Inside him, a suppressed joy was fighting to get out of him. He had finally asked the question!

"Are you my brother?" Kit repeated "Or are you my cousin? We're too alike not to be related. You got my ears, my nose and my mouth. The only things you don't have is my fur color and my eyes. And you wear the same type of sweatshirt as me."

Chris sighed, admitting defeat, he couldn't keep this up any longer, it was too painful for him. Looking up with tear-filled eyes. "Dad said to let you figure it out on your own, but…" he started to cry. "I-I c-c-can't take it anymore! Yes, Kit, I'm your brother!"

Kit bounded off his bed, dashed over to Chris and swung his arms around him.

For a moment, they sat there, Chris sobbing, Kit holding him in a comforting embrace. Finally, Chris regained control of himself and hugged Kit back.

"Why didn't you tell me sooner?" Kit asked as the broke apart, speaking in a gentle voice.

"I wanted to, but Dad didn't want to overwhelm you with the knowledge." Chris said. "H-he wanted to take it slow, give you time to get to know us first."

"Wait a minute…. if he's your Dad and you're my brother, then that makes him MY Dad." Kit was glad to be sitting down at that moment, his legs wouldn't have supported him after that realization.

"Yeah," Chris said, noticing how overwhelmed Kit seems at realizing who his Dad was, and could now see why his father wanted to take it slow with Kit. "But think, how would you feel if we told you right away and said: 'Hello, Kit! We're your father and brother! So nice to meet you!'?" he said, imitating a bright and cheery voice.

"I….I'd probably run, thinking you two were creeps trying to kidnap me or something." Kit said after much thought.

"Exactly," Chris said, nodding. "Dad knew you'd take it like that, and he didn't want you to feel or think like that. Besides, it would hurt us too bad to see you run from us after all those years we've spent looking for you."

"You were looking for me?" Kit asked. "And you've only just now found me?"

"You have no idea how many places we've looked, trust me, we've combed the entire world and beyond, looking for you. We've looked in every city, town and village in every country we could think of! It was like looking for a needle in a haystack." Chris' eyes filled with tears again, and he flung himself onto Kit and hugged him tightly. "I'm so glad we finally found you, brother!"

Kit smiled as he returned the hug and patted Chris on the back of the head. "So am I, Chris, so am I..."

Elsewhere, back at the place where the Sea Duck was left, the McQueen sat nearby and the loading bay doors opened up and out stepped Matthew, wearing a gray jumpsuit and holding a red tool box.

He went over to the Sea Duck, and saw Baloo hugging, kissing and apologizing to the plane.

"I'm so sorry, baby, but don't worry, Matt'll fix ya right up!"

"Well, let's get started." Matthew said, climbing up onto the wing and opening the engine panel. "Baloo, this is gonna take all night, so why don't you go to bed?"

"Alright, Matt, but where should I sleep?" Baloo asked.

"If you don't have beds in your cargo hold, you can sleep on the beds in the McQueen."

Matthew said, starting to plunk the chewing gum and paper clips out of the engine.

"Alright," Baloo yawned. "Nighty-night, Matt." he said as he made his way back to the McQueen. Matthew continues to remove the paper clips and gum from the engine.

Author's Note:

Well, there you have it, the first episode of my rebooted story, what do you think?

There are a few Easter eggs in this episode, let me know if you spot any of them.

Allow me to explain a few things:

Matthew and Chris both have twenty-first century devices, like an iPhone and tablet. Time travel? No, they've simply been to a world that was more than half a century ahead of TaleSpin's time. It's like Kingdom Hearts, they travel from world to world, each world is in its' own time frame. Think of it as an Aladdin and Tron crossover in terms of technology, one world can be in the somewhere in the early to mid-A.D. and some worlds can be in our time and some can be far ahead or behind ours. So it's other world traveling, not time travel.

The safe room under the McQueen's cockpit is bulletproof and the two seats within it are gyro-stabilize, anyone sitting inside it during a dogfight or a crash, will be unable to feel anything that was going on outside it. No jerking or bumping, no vibration or violent turns, nothing, they'd be unable to feel any of that, thus Chris is in no danger of any sort of harm.

The Great War? Is that World War I or World War II? Since it's in the mid-1930's, 1937 to 1938 being the most likely year the TaleSpin world takes place in, they could only have had WWI, right?" BUZZZZZ Wrong! TaleSpin's war history is different from ours, think about it, the jet engine may have been invented in 1930, but it was never put through a test flight until 1941, when the war was going on. Yet, assuming TaleSpin's world is in 1937 or 1938, one or two years before WWII even started with Germany's invasion of Poland in 1939, Baloo and Wildcat accidentally got a hold of a jet engine, having been switched with their pickles by mistake. Baloo tried to return the jet engine to Ace London, but Ace London opened fire on them, giving Baloo and Wildcat little choice but to use the jet engine. See? The course of history has already changed with Baloo giving the jet engine its' first test flight in the late 1930's.

So when you talk about the Great War in TaleSpin, forget everything you know about the World Wars, *tosses the history book out the window* It all happened differently to the world of TaleSpin.

Any other questions? Please post them in your reviews and I'll answer them in my next author's note at the end of each episode!