Basil was lying on a large cog with his eyes closed, but then he got to his knees and his left arm rubbed his sore neck. His eyes slowly opened, and then widened in shock as he jumped up to his feet. He was inside Big Ben, and was surrounded by large machinery that moved in rhythm with the sounds of tick-tock. The only thing that was on his mind was to find his enemy with the two damsels in distress.

As the detective looked out in the distant, a familiar larger enemy was sneaking up from behind with his fist raised up. It was Ratigan. In one arm, he was holding both Genevieve and Olivia hostage and their mouths were muffled. Olivia attempted to free herself from the professor's strong grip, but managed to get her mouth free and cried out, "Basil, look out!"

Hearing the little girl's voice, the detective looked back with an expression of shock and Ratigan struck him in the face! It sent Basil flying and toppling off the gear, but he managed to prevent himself from falling by grabbing onto the ledge. Basil struggled to climb back on, and Ratigan was inching towards him, and raised his hand again to attack him.

Knowing she had to help, Olivia bit into Ratigan's hand with her teeth deeply sinking in. This caused Ratigan to cry out in pain from the bite with his voice echoing through the tower.

This gave Basil the perfect opportunity to trap Ratigan, so he hurried up the cog, leaped in the air grabbing on Ratigan's cape and shoved it between two gears. This caused Ratigan to choke as he placed his hands on his neck to free himself and to drop both the sisters on the gear. The professor looked down in anger and evilly kicked Olivia off from the gear.

The little girl screamed as she fell, but she landed on the gear. She shook from her daze and looked up fearfully. The gear she was riding on was going towards another gear above it with the teeth coming it together. It the teeth were to come together, there would be no chance for Olivia to survive from being crushed. Basil gasped at the sight, so did Genevieve.

"Olivia!" the older sister cried filled with horror.

She attempted to hurry to save her sister, but Ratigan grabbed her by the neck and attempted to strangle her. The girl felt her larynx tightening and was about to break apart like violin strings.

She realized that the only thing she can use were her legs. She used one of them and kicked the professor hard as she could in his groin. Ratigan yelled out in pain as he placed his hands on his vulnerable area, and dropped Genevieve. Basil came to her and grabbed her hand. He positioned her to ride on his back and the girl held onto his back, with her hands and feet gripping around his body like locks.

"Hang on, Genevieve!" he cried.

Before she could answer, the detective ran off of the gear and leaped off. He landed on the lever, pushing it down with his feet to activate the chains (that were next to the gear Olivia was on) and he hopped on them as they sped upwards.

Olivia crawled to a wall of the gear to avoid being trapped. The chain moved upwards, faster and faster, with Basil reaching out his arm to prepare himself to grab the little girl once as he reached her. Genevieve's eyes looked up with fear, and she prayed that they would make it to her little sister in time.

Olivia scooted over to the edge of the tooth as the gear above lowered closer and closer to her, feeling she was at her end. Basil gritted his teeth harder as he kept gaining and gaining towards the gear. Genevieve tried to keep a brave face, but grew more scared for her sister's fate. The little girl braced herself as the gear was preparing to crush her to death…

At the last minute, Basil grabbed Olivia and pulled her out, just in the nick of time as the gear made contact with the tooth.

"YES!" Genevieve cried.

Basil held Olivia in his arm as she smiled at him and clasped her hands and gazed at him adoringly. Genevieve smiled and kissed her sister on the forehead, relieved that she was safe. The girl also hugged the detective, with her head underneath his chin. The trio continued to ride up on the chain as it transported them up to a higher level.

Back on the gear, Ratigan was looking up, attempting to free himself from choking as the gears were trapping him with his cape. His expression was filled with anger as he saw a familiar trio running across a beam. Basil, Genevieve and Olivia were making their escape, as lightning flashed to illuminate their shadows on the walls.

During their escape, Genevieve stopped as the dress was making it impossible for her to run faster. Basil and Olivia halted and turned back to see the older sister struggling to remove her dress.

"Genevieve," Basil yelled. "We don't have time!"

"Forget the time! I am so done with this dress!" Genevieve shouted.

She finally managed to get her torn up engagement dress off and threw it over the edge. She was only in her white camisole, a snug corset, and petticoat; at least it can help her run more easily. Basil nearly blushed at the sight of the seventeen-year-old girl being in her undergarments, but he shook the thought as they began to run again with Olivia.

Ratigan's bloodshot eyes turned to rage as he felt a tiny flame inside him turn into a large bonfire. All of his plans that he thought were flawless were now ruined all because of Basil… his plot to kill Queen Moustoria …his plan to conquer all of Mousedom… he plot for revenge on his ex-fiancée… and most of all, losing his lust interest, Genevieve to his rival. His inner thoughts of anger made him snap as he shredded his cape, finally getting free.

Meanwhile Basil, Genevieve, and Olivia continued to flee, knowing that Ratigan would be chasing after them. The trio halted as they reached the edge of the clock tower, in front of them was the slanting roof leading down to a deep height, that if they fell off, this would lead them to certain death.

Within the inner clockworks, Ratigan was crawling up the gears as his cape and suit were ripping, and was clearly losing his mind. He began to run on all fours of his feet, turning into a deadly and feral monster. He was no longer the prideful gentleman he always pulled off, he was now a deadly, wild killer!

Basil looked back into the clock tower, knowing that Ratigan was gaining on them, and Genevieve felt her heart pumping hoping the professor wouldn't catch up to them. Olivia pulled on Basil's deer coat to get his attention as she pointed to the sky. Basil and Genevieve looked in Olivia's direction to see Hiram and Dawson guiding the balloon aircraft closer to the ledge where the trio stood.

A wild and feral Ratigan continued to run through the clockworks and was getting closer and closer to the trio. Lightning flashed making his current form more terrifying.

Genevieve knowing that the professor would catch up to them, turned to Basil and said, "Take Olivia first."

The detective nodded and picked up the little girl and hoisted her up in the air. Hiram leaned over stretching out his arms to grab his youngest daughter, and Dawson held on to the toymaker's apron as he grabbed on to one of the seams of the flag.

"Closer, Dawson! Closer!" Basil called.

Ratigan was almost at his destination as he leaped a huge distance and landed on a huge bell hammer and jumped off to reach the ledge.

"Daddy! I can't reach!" Olivia cried. "I can't reach!"

Hearing terrifying growls, Basil and Genevieve looked back to see Ratigan charging towards them. The oldest girl screamed at the sight of the professor. Basil looked back to see Ratigan leaping into the air and pounced on Basil, as he threw Olivia up in the air. The oldest girl gasped as the rat grabbed her by the hand also and pulled her down with the detective. Olivia fly in the air for a while, before gravity could pull her down, Hiram grabbed his little daughter by the arm and pulled her up to safety in his arms. Olivia and Hiram were reunited again, safely, but they would be happier if Genevieve was with them too.

Basil, Genevieve, and Ratigan were sliding down the roof side of Big Ben. The wetness of the rain, made it more slippery to prevent them from halting. Genevieve screamed in terror, and Ratigan threw his arms around her and Basil, as the detective dug his fingers deep into the roof to slow down, but it was no use. The three of them flew through the air and the rain and wind illuminated their small dark figures against the bright glowing face of Big Ben.

As they fell, Basil's expression turned into fear at the sight of Ratigan's new appearance. The mad professor grasped his arms around the detective and the girl, but the ended up landing hard on the minute hand of the clock. The impact caused Ratigan to release both Basil and Genevieve as the two landed near the center of the clock, and almost laid above the edge of the minute hand.

Both Basil and Genevieve managed to recover from the fall and opened their eyes to see the deep drop from above. Basil panicked, and pulled Genevieve up with him as he leaned against the minute hand, while holding the girl in a protective hug.

"Am I crazy or something? I hate heights!" she exclaimed.

"Basil! Genevieve! Over here!" Dawson called, through the wind and rain, waving from the aircraft as Hiram guided the aircraft where Olivia and Hiram stood behind him.

The two sighed in relief that rescue was on the way and they took a step forward.

Suddenly, Ratigan yelled out and grabbed Basil around the neck to choke him. The detective managed to break free, grabbed Genevieve by the hand, and attempted to make a run for it, but Ratigan blocked their direction.

"There's no escape this time, Basil and Genevieve!" he growled.

Basil and Genevieve ran into the other direction, unaware that their nemesis was a step ahead. Ratigan blocked them again and he revealed his dangerous sharp claws as lightning flashed. The professor swiped his claws as they cut through the detective's inverness cape, and was struck in the face, sending him flying to the edge.

"Leave him alone!" Genevieve yelled angrily as she held out her arms to prevent the rat from getting to the detective.

The professor growled and clawed at her upper arm, causing her to scream in pain as scratches appeared. He also smacked her in the face, causing her to fly up and landed near Basil.

Dawson and Hiram did their best to steer the aircraft to get closer to the clock, hoping to save Basil and Genevieve.

Catching up to the frightened Basil and Genevieve, Ratigan clawed the detective's face leaving scratches on them. Basil hand reached to tend his face, before the terrifying rat struck him. The poor detective attempted to get up again, but the professor used his claws to claw into his vertebrae and the detective cried out in pain.

After another hit, Basil found himself leaning over the edge of the minute hand looking down at the deep drop again. He managed to get up, as Genevieve stood by him, and Ratigan caught up to them.

The poor detective looked up at his enemy weakly, gripping his arm as Ratigan cornered him and Genevieve. Before the rat could strike Basil again, Genevieve pushed Basil away to safety as the professor's claws were struck against her abdomen. She gasped in pain as the claws cut through the fabric of her camisole. She landed next to the detective and took his hands into her own as they looked up at the monster with fear.

Hiram, Dawson, and Olivia continued to guide their aircraft, waiting for the right time to catch the detective and second damsel in distress. With them in ear view, they unaware of what the professor would say next that would chill them to the bones.

"I should have known you'd risk your life to protect that blasted detective and your family. Just like your mother, Madeleine."

Genevieve's eyes widened in confusion and fear. How did this rat know about her mother?

"Wait, you knew my mother?"

"Exactly, she was my fiancée when she was around your age and I made her get smitten with me. I was using her as a way to steal her father's place as the governor of Paris and be rich with her money. When she found out about my plot, she broke off the engagement and in return, I killed her parents. This forced your mother and her sisters to run away and go into hiding. I've spent all of my years looking for her, to get back at her. But when I found out that she married and had you and your sister, I realized that you were the one to marry so I can fill in my desires. One night, knowing where your mother sat at the table, I put arsenic on her plate and she grew unaware that she was poisoned and began to cough blood. Knowing you were too young, I waited for three years for the right time to kidnap your family and lure you into my trap around the time of the Queen's Diamond Jubilee. And that's exactly what I did."

Genevieve's blood turned to ice and felt it reach her beating heart. A blanket of fear had clouded her mind, feeling everything was shattering to a million pieces.

No… It can't be… she thought.

"Are you saying that you killed her?" she stuttered.

Hiram gasped in terror, his wife's death was not an isolated case, but murder? Basil's eyes widened in horror too, now he understood why his enemy was lusting after the oldest sister for bloody revenge, all because she was the daughter of Ratigan's ex-fiancé.

"That's right, Ms. Flaversham, I did kill Madeleine Flaversham!" He snapped with full rage. "And now I'm going to what I should have done, almost over twenty years ago!"

The rat lifted up his claws to attack Basil and knocked him off the minute hand, but managed to hand onto the edge of the pointer. Genevieve also fell next to him, but managed to wrap her arms around his waist.

"Don't let go Basil, please," Genevieve said, through her teeth. She knew that if she lost her grip, she would drop down to certain death.

The aircraft hovered beneath the minute hand, and anybody on board prepared themselves to catch Basil and Genevieve in case they fell, as Ratigan snarled viciously.

Although Basil was feeling weak, looked up and noticed that the hour hand was closer to striking to the hour of ten. Maybe, this could be the only way to get out of this dangerous situation. But first, he had to get Genevieve to safety. Using his plan of techniques, he looked down at the girl, still hugging onto his waist, and gave her instructions.

"Listen to me, Genevieve," he said, as she looked up. "I'm going to swing my body to help you gain momentum to reach to safety, so Dawson and your father can catch you. And when I saw now, I want you to let go and you'll fly over to the others."

She looked up in panic, her eyes widened in terror.

"What? Are you nuts Basil? I'll die!"

She started to go into a panic attack, thinking this plan was suicide. But Basil knew this wasn't the time to panic and he yelled, "Do you trust me?"

This caused her to stop talking and looked up at the detective skeptically, and asked, "What?"

"Do you trust me?"

"Uh… Yes," she replied hesitantly.

Then the detective began to swing his body back and forth, and created more momentum. As soon as he yelled, "Now!" The girl released her arms and flew in the air, but before gravity could pull her down, Hiram managed to catch her in his arms and pulled her to safety. Genevieve gave a sigh of relief as the arms of her father were wrapped around in comfort and safety.

Lightning flashed and thunder rumbled in the skies of London. They looked back to see Basil continuing to hang on for dear life.

With inhumanly breaths through his nostrils, Ratigan rose up his clawed hand and was prepared to strike Basil again. The detective gasped, clenched his teeth and shut his eyes tightly.

At that moment, Ratigan attacked Basil, and the detective lost his grip and began to fall. Dawson and Olivia leaned forward being held on by Genevieve and Hiram as they controlled the aircraft to catch him, but Basil was beyond reach and missed them.

Ratigan peered over the edge down to where his rival fell and he gave an evil victorious grin. "I've won!" he exclaimed and laughed with victory, as thunder and lighting applauded him.

"On the contrary," a familiar voice spoke out. Ratigan stopped laughing as his face turned to shock and looked down. Basil was hanging onto the pedaling seat of Ratigan's damaged air blimp and was holding onto Ratigan's little bell.

"The game's not over yet!" Basil called, with a sly smile and rang the little bell.

Ratigan only had one moment to check his empty pocket, wondering how the detective managed to steal his prized possession. But this moment was cut short, as the clock's hour hand moved.

BONG!

Inside Big Ben, the bell hammer struck a bell causing it to ring and vibrate. The vibrations caused Ratigan to lose his balance and fell off from the minute hand. Ratigan decided to make another attempt on Basil and grabbed his legs, unfortunately, his weight was to heavy for the rope to hold. Basil looked up to see the ropes snapping and he fell, with the blimp's propeller and his despised enemy.

From the balloon's airship, Hiram, Dawson, Genevieve, and Olivia could only watch in terror as a screaming Ratigan fell to his death, along with Basil and the propeller as they disappeared into the fog.

As the chimes of Big Ben chimed throughout, the four horrified mice continued to look downwards to where Basil and Ratigan disappeared in the misty fog.

Poor Olivia burst into tears as she turned to her father, and sobbed into his apron. Hiram hugged and did his best to comfort Olivia. Tears filled Genevieve's eyes as she dropped to her knees and began to sob.

"This is all my fault," Genevieve cried as she brought her hands to her eyes. "I shouldn't have left Basil alone with that wicked, disgusting rat!"

Dawson knelt down next to her, and gently wrapped his arms around her shoulders to comfort the older sister.

Their mourning was cut short with a faint squeaky sound was heard from below. Genevieve and Olivia pulled themselves from the other's embraces to glance down over the matchbox.

Down from the fog emerged a propeller that was flying upwards. And the rider was none other than Basil of Baker Street. He continued pedaling upwards and gave a relieved smile to see his companions. The sorrowful moment was soon turned to joy!

"Hooray!" Dawson raised a triumphant fist in the air. "Good fellow! Oh jolly good!"

"Hooray! It's Basil!" Olivia cried as she leaped into Dawson's arms.

"Oh, thank goodness!" Genevieve exclaimed with relief as her tears of sorrow turned into those of joy. "He's alive!"

Basil continued to get the propeller close to the aircraft so he could jump to safety. Once he got on the aircraft, the propeller fell down into the fog.

The first person to embrace him was Olivia. The detective was surprised by her hug, but he relaxed and embraced her back.

"I thought we'd never see you again," she said.

"Looks like it was probably minor," he replied.

Genevieve hurried over to the detective and wrapped her arms around him, pulling him down on the surface. The impact from the fall caused him to yell out in pain. Genevieve gasped in concern and released him.

"I'm so sorry Basil!" she cried, backing away.

"I know, I know. All men are babies," he said, recovering from the tight hug. "But I'll be right as rain as soon as we get back."

The girl nodded, and gently hugged him, filled with relief that everyone is safe and Ratigan has been defeated. Genevieve also knew that Ratigan's death would avenge her mother's and Madeleine can finally rest in peace. Basil hugged her back, thinking that the "love of his life" has moved on from her heart break.

In the skies, the dark clouds of London cleared up to reveal the shining silver moon and the stars. The five mice guided their aircraft to safety and left Big Ben.