Disclaimer: I do not own any of the characters in this story. Tale Spin belongs to Disney, Indiana Jones belongs to Paramount and Lucas Films.

A/N: In this story, humans and talking animals co exist. But the talking animals are only found in Cape Suzette, Thembria, etc. Enjoy!

The Gulf of Mexico, 1937

A lone biplane was flying through the sky. Just then, a giant black shape appeared through the clouds. It was the air pirate ship, the Iron Vulture, with its loading dock wide open. Slowly the small plane entered the gigantic vessel, with the loading dock closing behind it.

The crew of The Iron Vulture were standing in single file as the plane came to a stop. The pilot of the small plane hopped out onto the floor, carrying a medium sized sack in his hands. He was Don Karnage, pirate captain of the Iron Vulture.

His crew saluted him as he walked towards them.

"I trust you have kept everything in order in my absence," he stated, still as arrogant as ever.

"Yes sir, Captain Karnage," said Mad Dog. "Now tell us, what's in the sack, what's in the sack?"

Unbeknownst to the air pirates, a mysterious figure watched from the rafters.

"It's a headdress, my fine crew. Thousands of years old, and possibly worth millions, maybe even more on the market. I'm hoping there is more gold to be found, for where there is gold...there is unsurmounted power," Don said, grinning from ear to ear.

"Come on, lets see it!"

Don tsked. "Not right away. You must understand, according to legend, this device was once worn by the ruler of Aztec society. Can you imagine?"

The crew scratched their heads, dumbstruck.

Don sighed in exasperation. "Never mind..." He slowly withdrew the rather bejeweled headdress from the satchel, and it had a nearly unearthly aura to it.

"Oooh," said Mad Dog. "Sparkly."

Just then, Dumptruck felt something rub against his foot. He looked down to see that it was an old, dirty, brown fedora. He bent down , picked it up, and examined it, smiling. "Hey fellers," he said. "Look at this neato hat I found."

"Wait a minute...fedora? Where did you find this?" Don questioned, his eyebrows furrowing.

"I found it near my foot. Some sucker must've dropped it."

Suddenly, the sound of a whip crack was heard, snatching the headdress from Karnage's hand.

Another crack was heard, causing Dumptruck to drop the hat. They watched as it rolled along the floor, eventually stopping at the feet of a mysterious man. He was dressed in old kaki pants, an old white shirt, an old leather jacket, and a pouch around his left shoulder. He bent down, picked up the fedora, dusted it off, and placed it on his head. It was Indiana Jones. "I'll be taking that back...Thank you." He said.

Karnage raised an eyebrow. He then narrowed them and slowly smiled. "So, we meet again, Dr. Jones," he said, suavely. He didn't have to wonder why Indiana was on the Iron Vulture, but he was a bit curious why he hadn't sensed his presence earlier. Usually he could smell humans a mile away, thanks to their distinctive aura.

Indy smiled a bit. "Small world, isn't it, Karnage?"

"A bit too small, I'd surmise. But I am afraid, you cannot have this treasure. I worked too hard for it," Karnage said, with an air of egotism in his tone.

"No, I worked too hard to find it. You just stole it."

Karnage laughed so hard he wiped a tear from his eye

"This headdress belongs in a museum, not in your filthy paws."

"Doubtful...I can use it for so much more. In a museum, it would be worthless!" Karnage snarled.

"Well that's where it's going!"

"Not if I have any say about it it's not!" Karnage objected

Indy pulled out his revolver and pointed it at Karnage.

Don laughed hysterically. "You think that pea shooter can convince me." Just then, the rest of the pirate crew pointed their guns at Indy.

Indy stood there, silent. He then ran for his life.

"Oh...no you DON'T!" Don shouted at the top of his lungs, giving chase. "Get him you fools, he's getting away with my prize!"

All the air pirates then began to chase the human archeologist all over the Iron Vulture. He was hard to keep up with, thanks to the help of his trusty whip, which allowed him to swing from point to point in the Vulture. Carnage was beginning to lose his temper. He couldn't afford to lose that Aztec headdress now. Too much was riding on his comfortable retirement fund.

Indy also shot at some of the pirates who were chasing him. He then began climbing atop a pile of crates. Unfortunately, some of the pirates were right on his tail. Don was also not too far behind, eyes flashing with rage. Indy balled up his fists and began to punch the living daylights out of them. He then jumped off the crates and onto the floor. But alas, he was finally captured by Mad Dog and Dumptruck.

"Take him to the brig, boys!" Karnage shouted, picking up his headdress and dusting it off. He inspected it for any dings or dents. It was unharmed.

Another pirate, who was a golden retriever, came up and suddenly punched Karnage in the stomach and tossed the headdress back to Indy.

Karnage felt the wind being knocked out of him. "How...could you..." he said.

Indy smiled and turned to Karnage. "Sorry, Don. Joe's been with me ever since we met in Thembria."

Joe clapped his hand on Indy's shoulder. "It's about time you got here, Jones. It was getting very dull."

"Enough of this!" shouted Karnage. "Kill them, both!"

"Time to go, Joe!" Indy said, grabbing Joe's jacket.

Joe felt the wind forced out of him momentarily and the momentum of being carried by someone seemingly weaker than him.

They rushed towards the planes, hurling boxes and crates at the pirates to slow them down. Indy pointed to Karnage's plane. "Think you can fly one of those things?"

Joe took a deep breath of air. "No, but I suppose I can learn."

"Good enough! Come on!" Indy then jumped into the plane along with Joe.

Joe remembered what he could from flunking flight school. "Let's see if Ol' Joe still has the magic," he said, turning some notches and hearing the engine start Then he realized something. "Indy, the loading dock is closed. How are we gonna get out?"

"Like this!" Indy shouted as he snapped his whip at the lever that controlled the bomb bay doors.

Joe's eyes widened with fear. "Oh no!" he said. "No, no, no, no, no, no, no, no!"

"Hang on, Joe!" Indy then pulled down the lever, causing the Bomb bay doors to open and for everything to fall out of the Iron vulture, crates, tools, and the planes.

The plane's engine hadn't quite started yet, and Joe was beginning to become a little frantic.

"Come on, Joe!" shouted Indy. "Hurry!"

"Come on, sweetheart...WORK!" he thought to himself Pressing the prime button, the engine finally gave way and the propeller spun. The plane then swooped up and flew off towards the horizon.

Karnage stood there, near the bomb by doors, gritting his teeth, narrowing his brows, and clutching his fists in anger.

"Boy," said Mad Dog. "That was a bust!"

"Der, I don't know who's worse," said Dumptruck. "That fat bear, Baloo, or-"

Karnage lifted his head and shouted, "INDIANA JONES!"

Meanwhile, aboard the stolen plane, Indy took out and looked at the Aztec headdress. He gave out a small chuckle.

Joe turned to look at him, and smiled. "You got it back, great going."

Indy nodded. "Better inform the Mexican government that we've got a special delivery for them."

"Right..." Joe said.

"Sorry you can't come with me. I almost forgot your kind aren't allowed in the country without a government passport."

"It's quite alright. I can say, it is always a pleasure working with you. Just remember, give me some credit in this adventure!" Joe said, chuckling.

"I will. So, where are you off to next after you drop me off?"

"Cape Suzette, of course. I'm needed back at home. Archeologist's work is never done, I suppose," Joe said, smiling.

Indy chuckled. "When you get there, tell your wife I said hello."

"I will. Thank you so much." Joe responded, warmly. "Oh, and give my regards to Short Round.

The two of them relaxed as Joe began flying the plane towards Mexico.