folks, I've used ma head all I could...now time ta use yers - the pilot said as he got up and leaned against the cave wall.

Goldwing meanwhile had removed his jacket, folded it and was using it as a pillow as he was laying on the cot .- No way to unlock the door and no guard to trick outside...anybody has a spoon so we can start digging?

Rebecca was pacing back and forth in her own cell. - Don't worry, you two, I am sure that something is going to happen...they have to remember that we are here, right? They have to give us food and water. There is a whole set of rules for prisoners, right? They cannot let us starve and...and...- she suddenly ran to the cell door and started banging at it - SOMEBODY GET US OUT OF HERE!! HELLLOOOO!! LET US GO!! I CAN TRADE OUR FREEDOM FOR A BIG YELLOW PLANE!!!

- Hey, watch it Lady! - the big pilot bear said when he heard his baby being offered as trade. However his outrage was quickly silenced by the sounds of his belly grumbling. -Man, what I really could go fer right now is another Krakatoa Sundae from Louie's...

- Not till You pay yer tab, cuz! - a familiar voice sounded outside the cell.

- Ah, c'mon, Louie, you wouldn't deny....LOUIE??? - Baloo jumped and ran to the cell door, looking through the little opening and seeing Louie and Kit standing outside and grinning.

- Hi Papa Bear! Need a hand there? - the boy grinned.

- Hey kid! Nah, it's really warm and nice here this time of the year. - the pilot chuckled.

- Kit!! Louie!! Oh my God, I'm so glad to hear you two! Where is Molly! She's not with you, is she?? - the worried bear mom asked quickly.

- Don't worry Miss Cunningham, she's with Wildcat at the office. - Kit explained while opening the cells with a set of keys.

The three bears walked out of the cells, Goldwing slipping his jacket on - Nice to see you again, Kit...and you too Louie. But...Kit, how did you get the cell keys?

- They were hanging from the wall on the other room. - the bearcub explained - The Island seems to be deserted, with minimal crew! I guess almost all the pirates left for something big!

- Well, we should get outta here before they come back fer tea - Baloo said and the three started carefully walking out.

On the way out, they walked through the cave where everything that had been stolen from many planes was laying around. Kit then spotted the map on the wall and stopped. - Guys, look!  - he pointed.

The keen navigator walked to the map and after a quick glance he pointed - These are the places where the pirates been attacking....and those...look like the navy ships...and this big one...it has to be the U.S.S. Valiant. And...it's marked as a target! They want to take over the ship!

- But how? - Louie asked - The Navy boys would blow them to pieces before they even landed!

- Wait...- Rebecca whispered. - The wine!

Everybody looked puzzled at her.

- When I went to the meeting - she started -when Karnage was dressed like the tycoon, he offered me some wine to smell and that was the last thing I remember before waking up here! I guess they have some sleeping drug that works very fast!

- That could have something to do with those open military crates - Jon pointed at the corner where the crates have been opened and most grenades were missing.

- Okay, change of plan - Baloo said - we gotta get the Sea Duck. Louie, needja with me cuz. Kit, Becky, Jon, need you three t'get all of that sleeping stuff that's left.

- They all nodded and Baloo and Louie left for then other cave where they were keeping the yellow cargo plane. A dumb looking but huge pirate mutt was sitting on a crate and had a heavy gun in his hands.

 -Just like in Thembria that time, cuz? - Louie whispered, grinning.

-You know it! - the bear nodded.

After a few moments, Baloo comes out, dressed with a ragged jacket, carrying a bag and with an eye patch - Hey man, Captain is back and said that I should stay here and you should go outside to the ship! They need more men!

The pirate blinked, looking at Baloo and said - Uh...But..I can't...uh...the Captain said...to guard yellow plane...must guard yellow plane - and he raised the gun at Baloo.

The pilot bear simply slapped the gun and poked a finger at the huge mutt chest - CAPTAIN Don Karrrnage said that you must go to the ship! - Baloo then slipped out a radio - You wanna tell him that You won't follow orders? You hear that, Captain?

And suddenly a voice came through the radio - MUTINY?? Why, you stinky mutt! I shall hang you by your pinkies while I scratch my claws on a blackboard, yes-no??  - And from the radio room, Louie tried to stifle his laughter as he did his best impersonation of Don Karnage.

- C-Captain?? No, please, not the blackboard, Captain! I'm coming!! - and the huge pirate gives Baloo the gun and dives into the water, swimming towards the cave exit.

Louie walked out of the radio room and he and Baloo high fived each other and ran for the Sea Duck.

Soon, the yellow plane flew out of Pirate Island, followed by old Willie's own plane. Inside the Sea Duck, Baloo tried to contact Cape Suzette but received no response.

- This is the Sea Duck to Cape Suzette.  Do you copy? - the pilot tried. No answer.

Silence was heavy inside the cargo plane, until Louie broke it.

- They are there already - the simian said.

- Cape Suzette -

The guards at the cliffs of Cape Suzette were running scattered and scared as the last of the cannons was blown to pieces by the powerful artillery of the U.S.S. Valiant.

- I repeat! - a guard dog said through his radio - The Valiant is attacking Cape Suzette! we lost the cliff guns! We need immediate help!

From the bridge of the battleship, Don Karnage watched with pride. - Look at them run, men!  Cape Suzette is open for plundering! Hoist our flag! - then he got the radio - Will, get the Iron Vulture airborne and have the crew board the planes! Bring everything that is of value! Do not forget the babies candies, yes-no??

And soon, through the clouds, the fearsome pirate flying fortress appeared, many fighters taking off from its open beak and top landing lane.

Meanwhile, at the battleship, the Navy flag went down, replaced by the well known Air Pirate symbol.

Inside the city, people were running and screaming as the sounds of the cannons being destroyed was enough to bring fear to the citizens.

But, from his tower overlooking the city, Mr. Shere Khan displayed no fear. The businessman watched with cold eyes and then turned around and pressed a button on his intercom.

- Tell the General to launch the fighters - The Tiger said calmly.

And soon the Khan  fighters were soaring the skies, heading to the Battleship.

But  with the combined power of the Iron Vulture , the U.S.S. Valiant, and the pirate fighters, Khan's planes had no chance and one by one they were taken down.

Without their defenses, the huge pirate airship flew past the cliffs and hovered menacingly over the besieged city. Inside the flying fortress, Will, Don Karnage's second in command, connected the radio to the loud speakers so the Captain could make his announcement.

- Greeeeetings citizens of Cape Suzette! It is I, the world-famous pirate Don Karrrnage, speaking to you through my voice! - his voice bellowed through the powerful speakers as he spoke from the bridge of the battleship. - Once again, I come with open arms to pay a visit to your famous city....and you greeet me with cannons and silly little planes!! Oh, but don't worry, I love to play with these little toys, yes-no? But it is a pity that I broke them! Now I need all your valuables to compensate! Give me everything you have, or my powerful boom-boom ship will blow you all to pieces, sí? You have been warned! Nobody resists the irresistible handsome Captain...DON KARRRRNAGE!

And the announcement was followed by the pirate fighters flying above the city, landing on the streets and panic all around.

Baloo and the others were now reunited at Louie's, along with many pilots, as the news came out through the radio.

- The Air Pirates have taken over Cape Suzette! No one is safe! - came the voice through the radio - our air force has been defeated and Pirates now are plundering everything they can fin--wait, please, not my microphone! Please no! - and then static as the radio when silent.

- Oh...Molly...my baby -Rebecca whispered and Baloo put a paw on her shoulder.

- Molly and Wildcat will be safe, Beckers.- Baloo assured her - Karny thinks he got us locked in the Island...we gotta use that time!

- Karnage does not have that many pirates - Kit said. - They are in their fighters, in the Iron Vulture and the Valiant. They are short on personal and that will help us. Perhaps we can take the ship back!

-Kid, they got those huge cannons and blew those fighters and the cliff defenses to pieces! - Louie said - how can we even get close to that ship?

- You can't...-  the navigator said and then he reached into his sweater and flicked open his airfoil - but I can!

- NO WAY! - Baloo thundered and walked to the boy - Kit, this is               TOO dangerous fer you to do alone! You wanna crawl into a place full of Pirates and take them all by yourself??

- Not by myself, Papa Bear! It's about....misdirection! - the bearcub grinned

- I don't care who she is, kiddo, I'm not...- and then the big bear was interrupted by Rebecca who put a hand on his shoulder.

- You mean a diversion, Kit? - the business woman asked. - It is still too dangerous.

Kit stood his ground - It's the only way! Look...here at Louie's we have the best pilots in the world! You guys can fly over the battleship and avoid getting hit long enough while I land and start

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