Inside the clock tower Basil regains conscious and looks around in shock and amazement the numerous gears and cogs surrounding him. Creeping up from behind unnoticed is Ratigan his left fist poised ready to knock Basil

"Basil, look out!" Kairi and Olivia shouted from a nearby gear

Basil turns around as Ratigan knocks him down. He rolls and catches the ends of the rotating gear trying to pull himself back up. Ratigan prepares to deliver another blow when Olivia sneaks up from behind and bites his hanging right hand. He screams in pain as Kairi seize the professor's cape and tangle it between two gears.

Olivia helps Basil up as Kairi joins them. Thinking quickly Basil jumps from the gear and onto a lever which lifts up a chain. Kairi and Olivia jump onto it thus they make their escape. Ratigan's face is filled with anger as he watches them escape. His sanity snaps and with a burst of strength he tears his cape in half freeing himself. Basil, Kairi and Olivia stop at the hole at the top of the tower trapped.

Basil knows for a fact that Ratigan is approaching them as Dawson and Flaversham fly towards them. He lifts Olivia into his arms as Dawson holds Flaversham by his apron. Both father and daughter try as they can reach other

"Closer Dawson! Closer!"

"Daddy, I can't reach! I can't reach!"

Just then Ratigan leap forwards catching both Kairi and Basil while Olivia is tossed into the air but caught by Flaversham and they hug. The two mice and the villainous rat fall, Basil tries to grasp the top of the tower but due to the rain and Ratigan's weight he could not get a good grip. The thunderstorm has become intense as they separate and falls down the face of the clock and onto the hour hand.

Kairi manages to pull Basil away from the edge but Ratigan is nowhere in sight

"Basil, Kairi, over here!" Dawson called out

The moment of relief was over when Ratigan grabs Basil from behind. Kairi manages to push Ratigan back with her Keyblade

"Run Basil!"

Basil does so but with frightening speed and agility Raitgan blocks his path

"There's no escape this time Basil!"

Ratigan tries again for Basil but Kairi blocks him and shocks him with Thunder. He pulls out his razor sharp claws. Kairi counterattacks the swiping but is then hit back with such force. Ratigan tries to smack her once more but Basil holds him back by the neck. The enraged rat throws Basil away and goes after him. Before he could even stand, Ratigan smacks him in the face and then across the chest. He scratches Basil's back causing bits of fur and cloth flying. Basil cries out in pain as he falls to his knees. Kairi comes up and stabs the rat's tail. He screams in pain as Kairi shoots him back with a beam and pulls Basil ahead hoping to reach the others in time.

Ratigan appears once more and smacks the two. Kairi fell off the edge but Basil caught her as he tried to get a good grip as best as he can. It was a good eighty meters drop to the ground and everything looked hopeless. Ratigan looked and acted the part of a vicious creature deleting his egotistical gentleman persona.

He rears back and with one blow sends Basil and Kairi plummeting to the ground. The others stare in disbelief, Ratigan himself could not believe it but a cruel smile spreads across his face

"I won!" he leaps up and laughs manically

"On the contrary" Basil and Kairi were still alive having caught the propeller of the ruined dirigible "The game's not over yet!"

Kairi pulled out Felicia's bell having stolen it from Ratigan when he was not looking and gave it to Basil who rings it. At the stroke of 10:00pm the striking hammer falls and Big Ben sounds off. The vibrations force Ratigan over the edge and he falls. He grabs the propeller dragging the two down with him. All that could be heard was the sound of Ratigan screaming as they disappear into the clouds.

Olivia, Flaversham and Dawson watch helplessly fearing that they have lost their friends. Olivia turns to her father and begins to sob who holds her sadly. Dawson is saddened by the prospect as he sheds a tear.

Just then they heard a squeaking noise from below. They look down and to their surprise and relief; Basil is slowly making his way back up with Kairi on his back pedaling as the propeller lifts them higher.

"Ho ho Hooray!"

"Hooray! Kairi and Basil are alive!"

"Jolly good! Ha!"

Basil and Kairi smile at each other as they rejoin the others.