With Mojo, he ran with Blossom and Rebecca towards a tent. As they were catching their breaths, they heard growls and roars. They peeked through the tent and gasped as they saw Professor Utonium holding a whip in one hand. He commanded in a strong voice, "Ha, take that! Down, Mufasa! Back, Simba, back!"
Two lions roared and snarled at the Professor, which made the trio look in fear. Rebecca said, "He's going to get himself mauled!" Mojo notices a bucket of meat and says, "Not on my watch!" He grabs the bucket and calls out, "Chowtime, boys! Get your nice, fresh, bloody meat!" Mojo tosses the bucket near the lions' feet, then Blossom flew towards the Professor and carried him to safety. The two lions exchanged glances and began to dig in for the raw meats.
Rebecca lightly taps her uncle's face and says, "Uncle John? Uncle John, wake up! It's us!"
"Wh-wh-what?" The professor slowly comes out of his trance. "Where am I? And why am I wearing safari clothes?"
"You were hypnotized into thinking you were a lion tamer by the phantom." Rebecca replies. "The lions were about to attack, but then Mojo saved you." The professor mops his brow in relief. "Ohh, thank you for saving me, Mojo." he says gratefully.
"You're quite welcome, professor." Mojo replies.
Just then, they hear a muffled voice cry, MUMF! MMPH! MMM!" coming from behind the tent. Concerned, the group hurries behind the tent and finds a slightly muscular man with blonde hair, clad in safari clothes, tied up and gagged. "It's Henry!" Blossom exclaims.
Rebecca and Mojo quickly untie the lion tamer and gently helps him to his feet. "Thank you for saving me, folks," he says graciously. "I was captured by the phantom a little while ago."
"Gee, we're quite sorry," Rebecca replies. "We've been having some trouble of our own with the phantom."
"Fortunately, we have been able to locate several of the missing performers and animals," replies Blossom. "They're waiting safely back at the main tent."
"We've also managed to find your lions." Mojo replies.
"Oh, that's so wonderful!" Henry replies elatedly.
As he reaches into his lab coat pocket, the professor suddenly exclaims, "M-m-my car keys! They're missing!"
"Don't worry, Uncle John," a determined Rebecca replies. "We'll put a stop to this troublemaker soon!"
A very concerned look crosses Blossom's face. "Also, we still haven't found Billy."
"We'd better go find the others and tell them what's happened." Mojo notes. "Good idea." the group agrees, upon which they begin setting off again.
As they travel through the fairgrounds, Mojo suddenly notices something brown and shiny on the ground. "It's Ace's wallet!" he notes as he picks it up. "I hope we can find him soon to return this to him."
Shortly thereafter, Rebecca notices something shiny sitting on a nearby booth and hurries over to pick it up. "It's Snake's watch, and it's warm! We must be getting close."
The group looked to see the lions come out of the tent and walk towards them. Henry said, "Simba, Mufasa, come here." He scratched the two lions behind their ears and says, "Anyone want to pet these two? They're brothers." Rebecca slowly reaches her hand out to Simba and rubs his mane, then he gives her a lick to her cheek.
Mojo ran his fingers through Mufasa's mane and said, "These two are very beautiful. Have you known these two long?" Henry said, "Yeah, I found them on safari after their mother was killed by poachers. I felt sad seeing the little tykes alone and starving, so I took them in and took care of them. As usual, I trained them well and gave them what they really needed: food, shelter, and love."
Rebecca said, "Okay, we should be able to find the others." Bubbles, Buttercup, April, and Snake met up with the group. Rebecca hands Snake his watch and says, "Here, we found this after we rescued Uncle John from these two lions." Bubbles squealed with joy, "Mufasa and Simba!" With that, she begins to pet their manes and rub their bellies. The lions begin purring like kittens and gently lick Bubbles' face, causing her to giggle. "Oh, what sweet kitties you are!" Rebecca smiles and sighs contentedly as she watches this touching scene. "It certainly is wonderful how you all help animals in need here."
"Fred Friendly's motto has always been 'Animals are People, Too.'" Henry replies warmly.
"Issss everyone okay?" a concerned Snake inquires. "No one's hurt, I hope." an equally concerned April adds.
"Please don't worry, guys," Rebecca replies. "Everyone's quite fine."
"We've also found the missing lion tamer and his lions, which is to say that we have freed them from their hiding place, which is to say that we have brought them back to safety." Mojo adds.
"Oh, that's wonderful." April replies joyously. "Missssster Friendly will be glad to sssssee them." Snake adds.
"But there's still trouble," a concerned Blossom notes. "We still haven't found Billy." A concerned look crosses April's face. "Oh dear, we haven't seen him either! I certainly hope he's all right."
"Maybe we should check with Ace and the others and see if they've found him." Rebecca observes.
"Good idea." the others oblige, upon which they set off after the rest of the group.
Meanwhile, Ace, Deanna, Arturo, and Grubber, are wandering the fairgrounds, looking everywhere for any sign of their missing friend. "Billy! Billy!" Ace calls. "Billy!" Deanna calls. "Phtthbt!" Grubber razzes. "We've been looking for quite some time, but still there es no sign of him," states a very worried Arturo. "I hope he es not in some kind of pelligro."
Unfortunately, they don't have long to contemplate this before the phantom quickly ambushes them from behind a gift booth. Ace, Arturo, and Grubber are able to duck out of the way, but Deanna quickly gets caught. "You are in my power..." Deanna's eyes promptly go blank. "You will now do as I tell you," the phantom continues. "And I tell you that you are a horseback rider."
"I am a horseback rider...I am a horseback rider..." Deanna repeats. While she's entranced, the phantom quickly nabs her purse and slowly sneaks away. Ace and his associates share concerned looks. "Thbbthbt." Grubber razzes worriedly.
"You're right, Grubber, we's gotta tell da others right away!" Ace replies, upon which the three of them quickly hurry off to find the rest of the group.