Ella's eyes slowly opened as she rubbed the back of her head. Inside of Big Ben, she was laying on a large revolving gear. She had looked next to her at Leo passed out next to her. He had also woken up and muttered to her "Are you O.K?" before she was going to say anything, she suddenly heard Olivia's voice "Ella! Prince Leo! Look out!" Ratigan had smacked the boy hard, sending him off the gear. Luckily, the prince grabbed on just in time. Olivia suddenly bit Ratigan hard on the hand, causing him to let go of her and plop her on the ground. Just as Ella was going to grab her, Ratigan kicked Ella, sending her flying off the gear and onto another. That was about to crush her like a grape.

Basil suddenly hopped over a gear and grabbed Ratigan's cape, motioning Leo to help him. They both grabbed it and set it between the gears starting to make the professor struggle. They both smile at one another as they hear Ella shriek. The gear was growing closer and closer to her.

Basil grabbed little Olivia and grabbed a nearby chain, Leo hopping along with him. Ella closed her eyes accepting her fate until she felt a source grab her. She opened her eyes and saw Leo holding her close and helping her onto the ledge out of Big Ben. She smiled as he grabbed her hand, rushing to get out as soon as possible.

Ratigan watched them run away from their fate, making his blood boil. For years he had everything under his control, even that girl was under his control… She had ruined everything... just like her father. It wasn't fair for her to get a happy ending and for him to remain as a failure. His eyes became red with anger as he ripped his cape, starting to run up the clock on all fours... ready to kill his prey.

Basil had made it onto the balloon with Olivia. Flaversham was holding Hildegard as she struggled, attempting to escape from them. Leo reached for the balloon "Closer Lawrence!"

Ratigan was beginning to rush up the clock faster and faster. His clothes became ripped and torn as he continued to run. Ella looked around and grabbed Leo's sleeve "Don't worry Ella, We're almost- Closer Basil!" he reached out and Ella grabbed his face "Leo, whatever happens, don't go after me... do you trust me?"

Leo's green eyes widened "Ella I-"

She yelled at him "Leo, do you trust me?"

"Yes!"

She chuckled in amazement "Wow... O.K." she suddenly pushed him off the ledge, Leo panicked until he felt a soft force underneath him, and Jeremy had caught him "Jeremy at your service sir!" he started to fly away when Leo grabbed him "We have to go back..."

Ella suddenly looked behind her at Ratigan approaching her. His feral state was something that someone could only see in her nightmares. Suddenly she felt a force push her away and noticed Basil had jumped in her place. She watched in horror as Basil and Ratigan tumbled down the building. She selflessly jumped down with them, tumbling down the roof until she landed on the hour hand with a thud. Ella looked below her and the towering abyss of fog and rain.

"Ella!" Basil was marching toward her in the dense rain, the wind pushing them back and forth. Ella began to walk when she felt a force pull her cloak, Ratigan had grabbed her as she began to struggle "I knew you were going to be trouble the moment I took you away from your parents…" he pushed her to the ground "Pity that you turned out to be such a waste of time and energy.." he smiled wide as he smacked her across the clock hand, lighting began to strike "This night seems familiar doesn't it Basil?" Basil attempted to reach to her, but was blocked by Ratigan in his way.

"Now you have to lose another parent, just as your poor mother died protecting you..."

"What?" Ella was dumbstruck

"Now I'm going to do what I've should have done..." he grabbed Ella's collar "...Twenty years ago!" he pushed her off the clock and started to attack Basil. He scratched and tackled him to the ground "No!" Basil shouted, ignoring the pain of being ripped apart, he watched as she fell into the fog, then suddenly Ella peered out of nowhere on Jeremy's back, Leo holding on to her "Leo!"

"I'm not going anywhere!" he smiled as they both jumped off Jeremy. Ella landed on Ratigan's back and pounded on him, but to no avail he simply pushed her off and Leo helped her up. He suddenly ran into Ratigan, punching him in the face, in anger Ratigan grabbed him and pushed him off, scratching him on the face and sending him into unconsciousness.

"You monster!" Ella ran onto him and started to strangle him around the neck, Ratigan grabbed her "You stupid girl! I am invincible!" he cackled into the night.

"For years you've told me the world is a dark and cruel place! But the only thing dark and cruel about it is people like you!" she was thrown again with a brute force, right into Leo who was starting to wake up.

Basil was pushed and scratched around more and more until he reached the end of the hand. Ratigan scratched him one last time until he fell off the clock, Ella shouted and reached out "NOOOO!"

Leo embraced her in sadness as she continued to cry, tears rolling down her scratched face. Ratigan jumped up in glee "I've won!" he laughed at his success as they all heard a voice beneath them:

"On the contrary!" Ella and Leo look over and smile as Basil has managed to catch the propeller of the ruined dirigible, as well as something else of value for Ratigan "The game's not over yet!"

Basil rings Felicia's bell. Ratigan only has time to check his pocket for his missing bell before 10:00 strikes. The striking hammer falls, and Big Ben sounds off. The vibrations force Ratigan over the edge and he falls. Ella and Leo hold on to the clock tightly as they watch him make one final grab at Basil, catching him by his jacket. The ropes snap under the extra weight. Ratigan falls as Basil clings to the propeller, which has snapped free. Olivia, Dawson and Flaversham are helpless as both Ratigan and Basil, screaming, disappear below the clouds, but Ratigan was defeated. Then Olivia turns to her father and begins to sob. Ella whispered to herself "Father…" she sobbed as tears began to roll down once more, holding close to the young prince.

A squeaking noise is approaching from below, and she leans back to look down. Basil is slowly making his way back up, pedaling with all his might as the propeller is lifting him higher. He hears his friends cheering and smiles.

"Ho! Hooray!" Dawson cheers.

Olivia shouts "Hooray! It's Basil!" She hugs Dawson as Flaversham jumps up and down.

Dawson smiles "Good fellow. Jolly good! Ha!" Ella suddenly looks over and jumps up and down in excitement "He's alive!" Basil landed next to her and embraced her tightly, silently looking at the rain... their terror was over.

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