Disclaimer: Tale Spin and all related characters are the property of Disney.

Author's Note: When I was little, I loved Tale Spin to pieces. Some of the first fanfic I ever wrote were terrible, angsty fics about Kit's parents coming back and trying to take him away from Baloo. When the show came out on DVD I watched it mostly for nostalgia - only to realize that I still loved it. And was still driven to write terrible, angsty fic for it, apparently.

Five People Who Thought Baloo Was Kit's Father
(And the One Guy Who Knows He Isn't)

Rebecca Cunningham

She'd had no intention of hiring Baloo to stay on as her pilot. The air service was in terrible shape financially and Baloo himself had a reputation as a flake – and that was his friends talking. He was careless and unmotivated and she'd heard reports that he had a bad temper. Her first glimpse of the air service the morning she took over only reinforced her opinion that starting over from scratch was the best way to go. But she hadn't heard anything about a child.

Kit was polite and soft-spoken and his smile had been genuine when he greeted her. He had looked a little scruffy in his patched sweater, maybe a little too thin for his own good, but she had chalked that up to a growth spurt. Now she knew better, that his waifish appearance was because he actually was a waif, but then she'd only seen a sweet young boy whose father was about to lose his job and his home in one fell swoop.

It was bad business, but Rebecca couldn't put a child out on the streets. No matter how big a slob his father was.

So she'd offered Baloo the job as her pilot. And she'd learned pretty quickly that Kit and Baloo weren't related, but she'd never revised her opinion of that initial meeting. If she could go back and do it all over again, there were things she'd change, but not that first meeting. She'd still offer Baloo the job. She'd never put a child – or his father, adoptive or not – out on the street.

Baloo had forced her hand once, back in the beginning. She suspected he'd wanted her to fire him; Baloo was the master of cutting his nose off to spite his face. He'd pushed her to the edge of her patience and she'd sent Kit outside to entertain Molly before she lost her temper entirely.

"If you think I won't fire you in a heartbeat, think again, buster," she'd said, struggling to keep her voice level and calm because Kit and Molly were just a few yards away playing on the docks. "But I want you to think about two things very, very hard. If you pull this nonsense and walk out that door, I will be keeping your plane and your son."

She hadn't known Baloo as well then as she did now, but even then she'd known to be worried by that look in his eye, known he'd do anything to protect the boy, even from her. But then that look had been replaced by something else and Baloo just shook his head at her. "I ain't his father."

"Bull feathers," she said. "So get your act together."

He'd clenched his fists a couple of times, looking a little confused, like he wasn't sure how he'd lost this fight. But he'd let it go.

She didn't try to pull that again. After a few months she didn't think he'd force her hand that way anymore. And even if he had, by then they both knew that whatever Rebecca said or did, Kit would have gone with Baloo.

Molly Cunningham

"Mommy, was my daddy like Baloo?"

Rebecca Cunningham blinked at her daughter for a moment, the words not quite processing in her tired mind. "What?" Then she shook her head. "Oh, baby. No. Your daddy wasn't very much like Baloo at all. Thank heavens," she muttered under her breath.

"Oh." Molly slumped down against her pillows and fussed with her comforter.

Rebecca set down the storybook she'd been reading and took one of her daughter's hands in her own. "Why do you ask, sweetheart?"

"Kit's lucky," Molly mumbled, a pout forming on her mouth. "He has a dad who teaches him how to fly and how to fish and how to fight air pirates! My dad didn't do any of those things!"

"Your daddy loved you very much," Rebecca said quietly. "Very, very much. And if he were still here, he'd be spending every minute he could with you, I know it." She leaned down and brushed a lock of hair away from Molly's eyes. "But you're right. Kit is lucky, isn't he? Baloo is a fun dad. I bet if you told Kit how you felt, and asked him very nicely, he would share Baloo with you."

Louie

Shere Kahn's pilots were tearing the place to pieces and they were the restrained ones. The freelance pilots were currently engaging in degrees of drunken rowdiness that put frat boys on spring break to shame. Louie polished a glass to a transparent shine and kept note of which drunken buffoon broke which piece of furniture. Those boys would be glad they had their jobs back when they saw the tabs they were running up.

Speaking of drunken buffoons and bar tabs, Baloo was demonstrating a shocking degree of restraint – well, for a guy currently doing the Mexican Hat Dance on the other end of his bar, anyway. Come to think of it, Baloo's bar tab, while still sizeable, was nothing like it used to be. Hell, if the big guy continued practicing such restraint Louie might be out of work.

Louie aimed a sideways glance at the kid, half asleep on a stool at his elbow. Kit had been partying with the best of them at the beginning of the night – most of the freelancers knew the kid as Baloo's sidekick/navigator and played nice. Louie had kept a watch on Shere Kahn's boys, but it hadn't been necessary; Baloo was the hero of the hour. Anyone with him was golden. The kid was pretty golden all by himself, Louie admitted to himself. He had a real way about him and the regulars tended to treat him like a mascot.

The kid had a whole other way about him. Louie held the spotless glass up to his eye and watched Baloo bow to his hooting and hollering audience. He didn't think it was any sudden belief in temperance that kept Baloo's bar tab down. And it sure wasn't any order of Miz Cunningham's – heck, Baloo was more likely to party hardy on her dime than on his own. No, Louie could pinpoint the exact day Baloo had started acting like a responsible adult.

Down at the other end of the bar, Baloo and one of the delivery circuit pilots were burping the Cape Suzette anthem.

An idiot, but a responsible adult.

Kit yawned and shifted on his stool, his head pillowed on the bar.

Louie reached over and patted the top of his head. "You catching the double feature, short stuff?"

Kit hummed and nodded his head against his arms. "The pilots sure know how to party. Even Shere Kahn's guys."

"They got some motivation." Louie grinned and nudged Kit's arm. "Not that pilots as a rule need an excuse to throw a party. You catch my drift."

The cub giggled, but his eyes were drifting shut again. Apparently not even the excitement of the day and about a solid pound of sugar was enough to keep the kid on his feet this late. Well, no real wonder. It was practically time to get up.

Louie chuckled. "That pop of yours is something else, ain't he, kid?"

Kit nodded sleepily. "Baloo's the best there is."

Louie chuckled and gestured at Baloo over the kid's head. "That he is, squirt."

Baloo danced toward them wearing a bowl of fruit on his head. He swept the kid up in his arms, twirled – Louie caught the fruit before it could hit the floor – and bowed. "Ladies and gentlemen, we bid you adieu. It's past our bedtime."

The pilots laughed good-naturedly and one or two tossed Baloo a comment about being a party-pooper, but the kid was already asleep with his head on Baloo's shoulder and the pilot didn't seem to notice anything else.

Shere Kahn

Baloo was a buffoon, to be sure, but he was a loyal buffoon, which made him a useful buffoon.

They had crossed paths several times over the last year or so, and Kahn was heartily disappointed to admit the score was so far coming out even. Baloo had bested him in the oil hijacking, but he had put the bear in his place after the whole "debt" fiasco.

Yes. A useful tool, on occasion.

And tools must be taken care of.

"No," Kahn said.

Karnage was a useful tool as well, though not from any virtue as admirable as loyalty. His foolishness made him usefull. There was something to be said for a man who could not see past his own nose.

"But it is the perfect plan!" Karnage protested. He jerked his hand back before he could point it in Kahn's face – a lesson learned well the first time did not need to be taught again. "We take the boy and Baloo will be our slave! He will fly wherever you want him to fly, yes? He will stop foiling my brilliant plans! Which," he added in a sly voice, "is also sometimes being your plan, yes?"

It could work, but Baloo was for hire if Kahn ever needed a pilot. As for Karnage, well. "If you cannot handle one lazy pilot, then perhaps I should be looking for a new… associate, Don Karnage." He studied his claws.

Baloo was a loyal fool. And there was no one he was more loyal to than that boy.

Kit Cloudkicker

Kit used to keep score.

He'd tally up all the things Baloo said or did that made it sound like he liked having Kit around, and compare them to the things that maybe made it look like he'd rather Kit was gone. And while at first Kit was worried that having to buy Kit food and school supplies and having to get out of Louie's at a reasonable hour on school nights was going to get on Baloo's nerves, it never seemed to happen.

Other things did happen though. Baloo called him Lil Britches from the day they met, but other names popped up, each one noted and recorded and examined for subtext and meaning. Kit-boy. Navigator. Little guy. Buddy. Partner. Son.

The first time Baloo called him son, Kit honest to god felt like he'd had the breath knocked out of him. Other adults had called him that over the years, of course. It didn't necessarily mean anything. But no one Kit cared about had called him that for as long as he could remember, and hearing Baloo say it had been like having his biggest wish and his biggest fear rolled up in a ball and thrown in his face. Baloo, for his part, hadn't seemed to notice he'd said anything strange.

And Baloo kept buying him school supplies, and teaching him how to fly and taking him for ice cream and cooking his meals – okay, they split that one because Baloo would make pancakes and bacon three meals a day, seven days a week if left to his own devices. But basically acting like he was responsible for Kit, when he wasn't any such thing. Kit wasn't Baloo's problem. Or he shouldn't have been, anyway.

Maybe that's why the whole thing with Daring Dan got as bad as it did. Kit regretted his words the moment he saw the look on Baloo's face. "You're not my father!" It hadn't occurred to him until then that maybe Baloo wanted to be. And that had scared him, enough that he'd gone off with Daring Dan and nearly gotten himself killed. Baloo had saved him, somehow. And Kit had been left with the realization, afterwards, that when things went bad he had never doubted that if he went back and apologized, Baloo would have taken him back. He'd never had a partner like that before. Never had a friend like that.

It wasn't the life he'd dreamed of in the orphanage when he was little. His parents, miraculously turning up after having been lost at sea for years, taking him home to live together in a nice house with a baby brother or sister and a dog. As he got older, he gave up on his birth parents and imagined adoptive parents, wealthy ones who spoiled him to prove their love.

Eventually, he'd given up on that too, and when he ran away, he'd imagined of making a place for himself. Winning fame and fortune and respect. Instead he'd found pirates who gave him a job and a place to sleep and a lingering paranoia, but the stone he'd stolen from them would make him rich and then his plans would be back on track. He'd buy the home he'd never had. A mansion, a dog, servants. He'd never be alone or poor again.

He didn't even have his own room with Baloo and the closest thing to a pet he was probably going to get was Wildcat. But he'd never imagined back at the orphanage, or during his time on the Iron Vulture, what it could feel like just to belong somewhere.

Kit stopped keeping score one day. It had been a habit for months, his way of making sure he wasn't being a burden on Baloo, making sure that the pilot wanted him around as much as Kit wanted to be there. But it wasn't necessary anymore. Baloo had given up his savings, the money meant to buy back his baby, the Sea Duck. A small fortune, and the key to the one thing Baloo wanted more than anything. And he'd given it up to make Kit happy, to make Kit feel better about a bad situation.

Kit had never, in his entire life, loved anyone more.

Baloo Von Bruinwald

The kid was asleep again, finally.

It was late, well past midnight and leaning on toward that part of the day where it was hard to say if you were up late or up early. No sun on the horizon yet, but it couldn't be too far off. Baloo made a mental note to himself to close the curtains tightly so the sun wouldn't shine in Kit's face that morning.

The little body he held against his chest felt small and warm and fragile. Christ, the kid scared Baloo to death sometimes.

It was just a fever, nothing to be too worried about. Becky had told him as much before she went home that evening, and the doctor they'd called had said the same thing. But Baloo had never sat up with a sick kid before, and he didn't like the experience at all. Kit had been achy and uncomfortable and his sheets were sweat-soaked and twisted as he tossed and turned. Baloo had lifted the boy out of bed, meaning to set him down in the chair for a few minutes while he changed the sheets. Kit had wrapped his arms around Baloo's neck and fallen asleep on the spot, leaving Baloo with an armful of sick bear cub and no idea what the proper thing to do was.

He sighed and lowered himself down to sit on the edge of the chair. The kid was breathing slow and even, his breath warm against the side of Baloo's neck.

Baloo had never wanted kids. Never had anything against them, but…

A real parent would have known what to do, but Baloo wasn't a fool, no matter what Becky said. He knew what the streets were like for kids. A fake parent with good intentions was better than nothing. And nothing was better than a pirate captain like Don Karnage, or a thief lord or pimp or any of a dozen people that might have taken advantage of a sick cub with no one to protect him.

Kit deserved better than life had given him. But Baloo wasn't a good enough man to send the kid away to something better. Not when it meant losing him. Someday some family would realize how special Kit was and then Baloo would find out how good a man he really was. But until then.

A car backfired out on the street and Kit jerked awake with a tired groan. "Papa bear," he sighed. "I don't feel so good."

"I know, Kit-boy, I know." Baloo rubbed a hand over Kit's back. "Go back to sleep. You'll feel better in the morning."

Baloo had never wanted kids. But somewhere along the line he'd gotten one.