This is a TaleSpin fanfic in which Don Karnage uses a mystical object to make Baloo think he is an infant and unless this is reversed he'll stay like this permanently. It aired on on May 11, 1999.


It was morning in the sky above Cape Suzette. The Iron Vulture was high above the town, like an enormous black shadow. Don Karnage was busy screaming at his men. "Stop lazing about, get off your backsides and work!" he bellowed. The air pirates scattered like a flock of pigeons. Karnage sighed in exasperation. What a gang of morons Karnage cursed mentally. Suddenly, Mad Dog ran up screaming, "Boss! Come here quick!" Karnage threw his hands in the air and screamed, "What is so important that you want me to see?"

Mad Dog led Karnage down the ship's hallway and towards a room where several Air Pirates had gathered. "Well?" Karnage snapped, coming close to screaming. "Spit it out before I lose my patience!" "It's this!" Mad Dog produced a large green emerald. Karnage grinned from ear to ear, as if he'd won the lottery. "What is it?" the pirate captain asked, mystified. "It's the Stone of Ages," said Hacksaw. "It was found in an ancient temple in the jungle. Legend has it that it can make a person act like they're older or younger than they are!" Karnage giggled. He was like a kid in a candy store.

"Perfect!" Karnage jumped up and down, giggling. "With this, I can rid myself of that infernal Baloo! And then, the whole world shall squirm under me. The glorious Don Karnage!" He laughed evilly, then screamed at his men, "Laugh with me!" They all laughed. "Now, who shall I try it on first?" Karnage's eyes scanned the room, searching for a guinea pig. His sights were then locked on Dumptruck, who protested, "Boss! Don't do this! I don't think I can..." His protest proved in vain.

Karnage held the jewel in Dumptruck's face and it glowed. For a moment, everything was quiet. Then, Dumptruck said, "I think I want to jump on my bed!" He ran off, giggling like a five year old as the other pirates looked on amazed. "Now," sniggered Karnage, "Baloo is mine." Meanwhile, at Hire for Hire, Baloo and Rebecca were arguing about usual.

"Baloo, you've been slacking! As per usual! We've got twenty late shipments!" The petite bear threw her hands up in the air. Her behemoth employee yelled, "Cut me some slack, Beckers!" Rebecca, who was thoroughly appalled, screeched, "I swear, Mister, I've been too lenient with you! But this is where I finally draw the line! You are..."

Rebecca was so busy screaming at the top of her lungs about "punctuality" and "hard work" and "effort", that she failed to notice a certain pirate captain lurking outside. Pathetic with a capital P, Karnage thought to himself. Baloo taking orders from a woman! The captain rolled his eyes and listened in closely. He could hear Rebecca's voice shrieking, "These late deliveries have gone on for far too long, Baloo! The bills are through the roofs and unless you can stop goofing around and acting like a big kid, you are O-U-T. That spells out!"

Those words were like a source of inspiration to Karnage. He held the stone up and it glowed green. "Let's see that dimwit Baloo at the age of ten, shall we?" Suddenly, Baloo felt as though he had been struck by lightning. He stared at Rebecca, who was continuing to yell insults at him. "Baloo? Are you even listening to me?" To which he simply answered, "I'll see ya later. I'm out!" And with that, he ran out cheering and throwing a baseball. Rebecca sighed. Karnage, who was watching for a rooftop, whispered, "Yes!"

At that moment, Kit came in from school. "Hey, Miss Cunningham. Have you seen Baloo anywhere?" he asked as he set his backpack down on a chair. Rebecca thought about this, before simply replying, "He had to go out for a little bit." "Right," Kit added. "Just let him know I dropped by. Me and the boys are going to the park for a little while. I'll see ya round." With that, the young bear cub walked out of the door. Rebecca simply walked back inside at sat down at her desk to sort out some paperwork.

The rest of the day drew past rather uneventfully. Kit arrived back at Hire for Hire after having dinner with his friend Ernie at around seven thirty at night. Rebecca had been getting Molly for bed, when who should come storming in but Baloo, looking a little dirty after being out for quite a bit. "I'm home!" he crowed. That's when Rebecca said, "Well, I hope you're happy. You've been acting like a kid that's been let out of school going Heaven knows where..."

Meanwhile, Karnage and the air pirates were listening from outside. "This is perfect, boss!" Hacksaw cheered. "I know. That dimwit Baloo thinks he's ten years old! This jewel is the best thing since sliced bread! I'm a genius!" From outside Baloo could be heard saying, "Leave me alone, Becky! I wanna be free!" Suddenly, Baloo experienced the same strike and soon he asked, "What just happened? And why am I dressed like a ten year old?!?" He had quickly taken notice to his blue and red stripy T-shirt and red cap.

"That's not the point!" Rebecca sighed. She decided to let the matter go. The next morning, after Kit had gone to school and Molly to daycare, Rebecca went upstairs. "Baloo! I need you to sign these papers for me!" No reply. Then, to her surprise, Baloo walked up to her. He was moving with the aid of a Zimmer frame and wearing glasses and a brown leather jacket. "What? Who's there?" Baloo looked round the room, unaware of his boss standing in front of him. Meanwhile, the Air Pirates were listening from outside. "What did ya do now, Cap?" Dumptruck asked. "Simple," replied Karnage. "I simply made Baloo think he's eighty, no, ninety years old!" He chuckled. "Let's see where this goes, shall we?"

Inside, Rebecca asked, "Baloo, are you alright?" Her nonagenarian employee replied, "I'm fine. I just can't make heads or tails of everything, Becky." Rebecca sighed. "Baloo, two things. Firstly, I'm over here and secondly, you're talking to a table lamp!" It struck a chord with the elderly bear. "Oh!" he cried, having realised his gaffe. "These peepers ain't what they were." Baloo cleaned his spectacles before putting them back on. Then, the doorbell rang. Rebecca answered and saw it was none other than the famous Professor O'Bowens. "Professor O'Bowens! What a surprise!"

"Hi, Rebecca!" He sat down with Rebecca, shortly followed by Baloo, who said, "O'Bowens! I haven't seen you in...uh, when was the...?" The Professor suddenly asked, "Have you ever heard of the Stone of Ages?" Rebecca stared at the skinny chimp as if he'd gone mad. "What's that?" "The Stone of Ages is a mystical object that can make anyone who comes into contact with it act older or younger than they are. In the wrong hands, it can lead to chaos!" That was when the penny dropped. "That's why Baloo's been acting so weird!" "Excuse me?" Baloo, who had apparently forgotten his stint as a ninety year old, saw who was in the room. "O'Bowens! Good to see ya!" The Professor nervously said, "There's no easy way to say this. But you've been acting as though your different ages?"

Baloo asked, "What?" Unknown to them, Karnage, who was hiding behind a couch, whispered, "Let's see this big dimwit as an innocent bambino, shall we?" That's when he jumped out and held the stone up as Rebecca screamed "Karnage, you filthy dog!" Baloo got up and wrestled the pirate to the ground, but he escaped. He tried to chase him, but he fell to the ground. He tried again, but fell once more. He then said, "Stop! He's g-he's g-" Baloo would've said "he's getting away" but he tailed off into unintelligible gibberish. Baloo then crawled off babbling like a baby.

At this point, Kit came in from school. He had seen Karnage flying away in the Iron Vulture. "I just saw Karnage flying away with some emerald!" He then asked, "Is something wrong with Baloo?" The massive grey bear was crawling around on the floor. He cut his finger on a floorboard and got a splinter. It was only little, but to Baloo, who had the mind of an infant, it hurt a LOT. His lip quivered and he proceeded to scream and cry at the top of his lungs. "I'll explain later," Rebecca sighed, exasperated, and going off to see to the oversized infant that was her employee.

Several hours later, Rebecca and Kit were talking to O'Bowens. "What's the story behind the Stone of Ages?" Kit asked. Baloo had taken an interest in a model plane that belonged to Kit and it was keeping him entertained for the time being. O'Bowens explained, "Thousands of years ago, it belonged to an ancient sorcerer called Pacahi Supu. In the days of the Mayan empire, he used the Stone to defeat enemies that attacked the kingdom! As he lay dying, he gave the stone to his son. And. As time passed it changed hands, until it was placed in the Cape Suzette museum."

Kit proclaimed, "We have to go after the air pirates! Who knows what'll happen if they use that stone?" Rebecca sighed, "Kit, I know your heart's in the right place, but Baloo can't fly in his current state!" She gestured to Baloo, who was dressed like a baby, wearing a bonnet, diaper and light blue shirt. "He can't," said Kit, "but I can..." "At this point, I'm willing to try anything!" Rebecca muttered. "This better work," the Professor added. "Please, I've been Baloo's navigator and I flew with Air Pirates. This will be a breeze!" Rebecca sighed. If trying to get an artefact off the Air Pirates meant trusting her life in a twelve year old's hands, then she was willing to give anything a try. Anything would be better than having to be her employee's babysitter. If it means I don't have to be changing diapers all over again she thought to herself.

In the Iron Vulture, Karnage was skipping about with glee, giggling to himself. "This is the best day of my life!" he trilled. "Now that I've reduced that big dopey bear to infancy, I'll be rich!" Karnage envisioned himself rolling in a mountain of gold coins, jewels and treasure. He then saw himself relaxing on an enormous throne being fanned by Mad Dog as people from all over the world bowed before him. "The world will look upon me, the Mighty Don Karnage, as their all powerful leader!" He then pictured an enormous statue of himself with the words "Don Karnage forever!" engraved into the pedestal. The fantasy was quickly ended by Mad Dog's voice asking, "Uh, boss! That's so unfair. You get to wallow in the lap of luxury, why can't we?" "Boo hoo boo! Do I care?" The captain snapped. "Alright, I'll give you a bit of my wealth, but you will have to..." Just then, Jock, a Scottish air pirate ran up. "Aye cap'n! Take a look!"

"What is it, Jock?" Karnage folded his arms and impatiently tapped his toe. "Ya know how ya made Baloo think he was a wee bairn, right?" Jock asked. "Yes? Get to the point!" "Well..." Jock paused to think about this and he finally said, "I think that he and his friends be on our tail." The Scottie's words caused Karnage to burst out laughing. "On our trail? Jock, you've got to be kidding me! Baloo now has the mind of a puny baby! He couldn't fly after us!" "But I be serious, Cap'n!" Finally, Karnage sighed and told Jock, "Show me and make it quick!" Jock pointed outside. Karnage, to his amazement, saw the Sea Duck approaching them. "Pinch me. I'm dreaming," the Captain whimpered. The Sea Duck was being piloted by Kit, while Rebecca gave him directions. The Professor and Baloo stood in the background. "Kit, they're down there. Go left!" Kit turned sharply left, Rebecca fell down. "Your other left!" "I'm only a beginner! Keep your hair on, Becky!" "Alright, alright? And what's that smell? Don't tell me, Professor! Could you please put a clean diaper on Baloo?"

After what seemed like hours, they finally caught up with the Iron Vulture. The group got onto the plane. "Well, look at what the cat dragged in!" Karnage snapped. "My treacherous ex-protégé, Kit Cloudkicker!" "Hand over the jewel, Karnage!" Rebecca yelled. "What chances have you got between, A, maybe, B, half a chance or C, no chance at all, do you have of me doing that?!" Karnage yelled. "Come on, take your time. Think about it." Meanwhile, Dumptruck walked up to Baloo and said, "Aw, Cap. Look at the little baby." He then proceeded to stomp on Baloo's hand, causing him to scream in agony. Then, as if to really twist the knife in the wound, he punched the bear in the nose and kick him hard in the stomach, causing him to cry. Dumptruck simply giggled. "Karnage! Leave him alone, you monster!" Kit ran up to Karnage and started hitting him, but he was simply pushed aside. "This, coming from an ex air pirate!"

Suddenly, Baloo stopped crying in agony. He asked, "Where am I?" "You're alright, Papa Bear!" Kit hugged the older bear. "I'm fine, Kit. But, one question. What in the world am I wearing? Why am I dressed like a big baby?" "No time to explain. Right now, we have to get the stone," O'Bowens said. The group fought the air pirates. During the fight, Baloo-still dressed as a baby-wrestled Karnage to the ground. "Oh no, up you don't!" He punched Baloo in the nose and held the stone just inches from his face, causing him to cry like a baby and flail his arms arms about. Karnage ran off, chanting, "With this, I'll be rich! No one can stop, me the mighty Don Kar..." This was cut off when he tripped and the stone fell out of his hand. "No!" Karnage screamed. The Professor said, "If that falls in the ocean, then that could spell disaster!" "Here's where I come in!" Kit proclaimed. "Wish me luck, Becky!" That's when Kit hopped on his trusty airfoil and flew out of the Iron Vulture, down towards the ocean. He managed to grab the stone-but only just.

Kit then swooped up into the Iron Vulture. "Kit! You saved the stone!" Rebecca cried. "I did!" He then folded up his airfoil. "I always knew this would come in handy one day." "Well, my ex protégé," Karnage smirked, drawing his sword. "You did well, but your luck has run out. Hand the stone over or you will meet the business end of my trusty sword!" "No way, Karnage!" Rebecca yelled. "Alright, if that's the way you want to play it, then..." Before he could finish his sentence, Karnage heard a familiar voice say, "Hey, Karnie. Look behind you." Karnage turned around and saw Baloo standing behind him. Before he could reply, he received a fist to the face, knocking him out. "That's what you get when ya mess with me!" Kit hugged Baloo, still dressed as a baby. "Kit, turns out you saved our lives." "Thank me later," the bear cub replied. "Right now, we have to leave! Let's go!" Baloo, Rebecca and the Professor left in the Sea Duck, with Kit following on his airfoil.

The next day, outside Hire For Hire, Baloo (now wearing his normal attire) and the gang stood talking to the Professor. "Thanks for telling us about that stone, Prof." "It was the least I could do," the Professor replied. "What do we do with the stone, now?" "We could give it back to the museum," said O'Bowens. "Even if it was safe there, who knows what damage it could cause? There's only one thing to do." Baloo walked up to the dock and threw the stone into the ocean. "There. Now it won't be found for another few thousand years," he replied, dusting his hands off. "What will happen if the Air Pirates find it?" Rebecca asked. "I already took care of that." Meanwhile, on the Iron Vulture, Karnage regained consciousness and asked, "What has happened?" He looked round and saw a sight that made him gasp in horror. He saw his men were acting as though they were a gang of five year olds, jumping on furniture and wrestling in the floor. Karnage felt as though his heart had stopped.

"Help me!" He screamed, escaping from his ship and swimming towards the dock, before running down the street, screaming like a little girl. "That, I'll explain later," Baloo said as he and the others burst out laughing.


Ed Gilbert-Baloo (baby sounds provided by E.G. Daily)

Sally Struthers-Rebecca Cunningham

Sean Marquette-Kit Cloudkicker, Baloo age 10

Jim Cummings-Don Karnage, Air Pirates

Corey Burton-Professor O'Bowens

Charlie Adler-Hacksaw, Mad Dog

Maurice LaMarche-Dumptruck

Frank Welker-Baloo age 90

Jeff Glen Bennett-Jock


  • It's unknown what happens to the Stone of Ages after it is thrown into the ocean. Either it is retrieved and sent back to the Cape Suzette museum or it remains on the ocean floor and will presumably be found again in several centuries to come.
  • In another fanfic called The Curious Case of Baloo von Bruinwald, Baloo ends up thinking he is an infant thanks to amnesia.
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