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A Shoot 'em Up based on TaleSpin, released by Capcom in 1991 for the Nintendo Entertainment System. It was later ported to the Game Boy in 1992, with a few alterations.

This game involves the adventures of Baloo and Kit Cloudkicker, two bears delivering cargo for Rebecca Cunningham, the owner of Higher for Hire. However, Shere Khan, the evil tiger tycoon, wants to put Rebecca out of business so he can acquire Higher for Hire in a hostile takeover, so he hires air pirates, led by Don Karnage, to do his dirty work.

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In March 2017, Capcom produced a re-release set in the form of The Disney Afternoon Collection, which includes TaleSpin, both original DuckTales games, both original Chip 'n Dale Rescue Rangers games, and Darkwing Duck for PlayStation 4, Xbox One, and Windows (through Steam).

Not to be confused with the Sega version of the game released by Sega in 1992 for the Sega Genesis, and ported to the Game Gear in 1993, or the TurboGrafx-16 version of the game released by Interactive Designs in 1991.

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This game provides examples of:

  • Absentee Actor: Despite being a main character in the TV show and having his nightclub appear on the cover art, Louie does not appear at all in the game.
  • Airborne Aircraft Carrier: The Iron Vulture, which serves as the game's Final Boss.
  • Athletic Arena Level: The Baseball Stadium, which serves as the second level. The boss of the stage is a giant flying baseball. In the Game Boy version, this level is merged with the City level.
  • Ballistic Bone: The natives in the Jungle level throw these.
  • Big Boo's Haunt: The Magic House, which serves as the fourth level. The boss is a ghostly hat, bow tie, gloves, and shoes. This level is entirely omitted from the Game Boy version.
  • Big Storm Episode: The Storm Clouds, which serve as the third level of the NES version, and the fourth level of the Game Boy version. The boss of the stage is Mad Dog and Gibber in their planes.
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  • Bonus Stage: Portals to these are accessible when Baloo fires in certain areas.
  • Bubbly Clouds: The bonus stages take place in the clouds, where Kit Cloudkicker rides his air foil as he collects bonuses.
  • Cool Plane: The Sea Duck. It can even shoot diagonally and flip upside down to go backwards, both of which are uncommon in shoot-em-ups.
  • Corrupt Corporate Executive: Shere Khan, even more so than his TV series counterpart, since he hires Don Karnage as part of his plan to acquire Higher for Hire.
  • Death Mountain: The Mountain District, which serves as the final level of the game.
  • Falling Chandelier of Doom: Every chandelier in the Magic House falls as Baloo gets near them.
  • Giant Hands of Doom: The boss of the Magic House is the massive "invisible gentleman" who defends himself with with punches from his floating, white-gloved hands. His weak point is his bow tie.
  • Hearts Are Health: Baloo starts out with three hearts in his health bar, and can extend it up to four with a power-up he can obtain from Wildcat.
  • Jungle Japes: The Jungle, which serves as the seventh level of the NES version, and the third level of the Game Boy version, which also merges it with the cave level. The boss of the level is an alligator-like statue.
  • Mr. Fixit: Wildcat. In between each level, he sells Baloo upgrades for the Sea Duck, depending on how much money he earned throughout the level.
  • Not-So-Safe Harbor: The Ocean, which serves as the first level. The boss is a submarine.
  • Shoot 'em Up: In contrast to the previous two Capcom Disney Afternoon games, DuckTales and Chip 'n Dale Rescue Rangers, both of which were 2D sidescrollers.
  • Sky Pirate: Don Karnage and his henchmen.
  • Skyscraper City: The City, which acts as the fifth level of the NES version. The boss of the stage is a frog-like truck. In the Game Boy version, this level is merged with the Baseball Stadium.
  • The Cameo: The snakes in The Cave level resemble Kaa from The Jungle Book, where Baloo made his first appearance.
  • Underground Level: The Cave, which serves as the sixth level of the NES version. In the Game Boy version, this level is merged with the Jungle level. The boss of the level is a rock-dispensing machine.
  • The Unfought: Shere Khan, who has hired Don Karnage to take down Baloo so he can acquire Higher for Hire in a hostile takeover. You only see Khan in a cutscene after you beat the game.
  • Villain Team-Up: Don Karnage is hired by Shere Khan of Shere Khan Industries as part of Khan's plan to acquire Higher for Hire in a hostile takeover.
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