In St. James Park in old London, Basil, Dawson, Toby, Olivia, Fidget, and Olivia's father were out enjoying the beautiful weather.

When Basil wasn't looking, he ripped up his list of things to do in the nice weather. "Ah! Someone get it for me!" he commanded dramatically. He refused to get it himself, so he enjoyed ordering his friends around to do things for him. "And be quick about it!" he added.

Fidget, who was close to where the list was, went over to chase it, though it was windy.

Olivia, worried about him, looked over at her father. "Father, can I help him?" she asked. "He could be hurt!"

"That'd be just fine, Olivia," her father replied with a nod. "He looks as if he needs help."

Olivia rushed over to the bat, who had been struggling to grab for the list in the gust of wind. "Fidget, mind if I help?" she asked. "It looks awfully windy."

"Be my guest, Olivia!" Fidget answered, trying to grab the list. "Basil's not much help." Just then, he tripped over a tree root.

Olivia caught the list before it got away and put it in her pocket before realizing that Fidget was hurt. "Fidget, are you hurt?" she panicked as she grabbed onto his wing, bringing him back to his feet.

"Just a little," Fidget replied and the two made their way back through the wind. In Fidget's case, he limped.

"I got the list, by the way," Olivia told him.

"Good, if he screams at us, we'll be ready for him."

Basil tapped his foot impatiently.

"Patience, Basil. Patience," Dawson warned.

"Basil!" Olivia cried.

"Olivia?" Basil asked, puzzled.

Olivia reached into her pocket, revealing the list that Basil carelessly ripped and gave it to them.

"Well, it took you long enough," Basil said impatiently.

"It takes time," Dawson said gently.

Basil dismissively put one hand up, not having any of it. "Not now, Dawson."

"What if you were struggling to get the list when someone else made you grab it?" Fidget asked, losing it.

"Fidget was struggling so hard to get the letter, which was why I came to help because that's what good friends do!" Olivia said indignantly.

"I stubbed my toe," Basil lied.

But neither of them were at all fooled by his fib. "Oh, sounds like someone doesn't trust his friends to take their time to help when you could've gotten the stupid thing yourself!" Fidget snapped.

"Friends are supposed to help when they are in trouble!" Olivia added.

"Well, I may as well not have any friends or partners!" Basil raged bitterly.

That made everyone gasp and glare.

"Basil, that was rude," Olivia said with crossed arms. "After all the trouble we've been through."

"I've done many cases with you and you threw it all away," Dawson said coldly.

Fidget began to storm out with Olivia when Basil said, regretting what he'd said, "Fidget, listen. I didn't mean to–"

Fidget scoffed. "To what? Act like Ratigan? Just leave us alone! I hate you!" Fidget replied angrily and began crying angry tears, turning and advancing himself on Basil and Olivia joined Fidget, driving Basil to tumble backwards. "You lost patience and worse, we trusted you, but you used us the same way Ratigan used me."

"You really hurt us, Basil and that is not something to feel proud of!" Olivia said, just as mad as Fidget.

"I trusted you, but you let me, Olivia, and everyone else down!" Then he continued leaving with and soon, everyone else joined them in a huff.

In regret, Basil reached his home, where his friends were and smiled at them, but seeing him, Fidget and Olivia glared at him and turned away from him. The others recognized him, too, and they also glowered at him and turned away from him with their backs facing him. Basil sighed and sadly parted from them.

Three thugs, two mice and lizard watched the mouse detective glumly find a place to sit and weep.

"Hey, Basil, remember us?" Red, the one in red asked.

Basil took a glimpse at the trio and recognized them immediately. "Yes, but that doesn't change the fact that all three of you worked for Ratigan!" Basil said coldly, fighting his tears. "Leave me in peace."

"But that's all in the past, Basil," Snakes, the one with the stripped shirt told him. "We took care of Fidget when we had the time."

"You did?" Basil asked.

"Of course," Bill the lizard stated, "Cheer up, Basil. You'll think of something."

"No, I can't and I won't because I've ruined everything by making poor Fidget and Olivia get the list I ripped when I could've gotten it by myself," Basil said mournfully, "There's no way I'll set things right for London and it's all my fault. I lost my friends!"

"Maybe they'll come back when they cooled off," Red suggested.

"Probably," Bill agreed.

"Since we took care of Fidget, then maybe we'll take care of you, Basil," Snakes offered.

"You really mean that?" Basil asked, still skeptical of them for what they've done to him and his friends.

"Precisely," Snakes confirmed.

Basil started to smile through tears when he ended up being locked in a cage by a group of dark people and they took him away.

"Basil!" Bill, Red, and Snakes shouted.

"We'll get help!" Snakes called and he and the others fled to find Basil's friends.

Basil struggled to get out of the cage, but to no avail when Maleficent admired the sight of Basil in the cage with no way out. Basil gasped in shock.
"Aww, poor detective without friends and no way out," Maleficent snickered.

"Why are you doing this?" Basil demanded and changed his tone, "I used to be like you."

Furious, Maleficent set her nails on the cage, causing Basil gasp and flinch. "You were never like me! I'm more powerful than you'll ever be."

Basil frowned as Maleficent walked away from the bottle and told him the story of King Stephan cutting her wings off. When the story ended, Basil grew miserable, not only for his friends, but because of Maleficent's tragic backstory and King Stephan's betrayal.
"I'm sorry this happened to you," Basil sympathized.
"I learned that Stephan never liked me anyway."

Basil glared at her.
"Looks like I'm alone forever like you."
Basil, still angry at Maleficent, looked away.
"Face it. Friends have betrayed you, too," Maleficent said darkly.
Basil getting a little mad and determined continued, "My friends didn't betray me, I let my friends down. Oh, and just because you had friends that were mean to you or have a bad life, does not give you the right to kidnap people! I know, because I capture villains by putting them in jail!"

"My master is the Horned King. I'd do anything to make him powerful."

"My friends will rescue me and besides, my friends have ways of tracking down criminals and criminals like you can go to jail!"

Fidget and the others sat on the ground until they heard voices.

"Fidget! Everyone!" one shouted.

"Basil's been kidnapped by someone!" another exclaimed.

"By who?" Fidget asked.

"You'll find out," Bill added.

Fidget and co put their mystery solving cases to use by looking at footprints. Then they came to a castle, where Basil was held prisoner.

They came inside in disguise as goons.

Maleficent brought a cage inside the room with the Horned King. With luck, Basil unlatched the cage door without Maleficent knowing and flew over to his friends without being caught.

Seeing this, Fidget and co removed their disguises and hugged Basil.

"Basil, we found you!" Olivia said.

"Livy and I have ways of detecting you," Fidget said with a wink.

"Just like you and Dawson have ways of detecting us," Olivia added.

"I knew it all along," Basil stated, "I knew you'd find me. I'm sorry I made you all leave. I promise I won't make Olivia or any of you get the list I lose again because that's not what good friends do."

"Really?" Dawson asked. "Promise."

"Cross my heart," Basil vowed earnestly and sighed, "I wish I knew how to stop myself from this."

"You'll figure it out. All you need to do is believe in yourself."

"I can't. I'm sorry." Hearing this, Dawson was starting to lose it.

"I've gone too far."

"ENOUGH!" Dawson raged, then took a deep breath before saying, through his rage, "Listen, Basil! Your life is on the line and we're counting on you, but what do you do? You moan about the past! You can do this. I know you can, but if you can't control yourself, then why don't you stay home until you find your courage!"

"Find your courage," Basil said to himself flatly. Then it came to him. "Find your courage."

"Then it's settled," Dawson said.

"The green witch kidnapped me and said something about her working for the Horned King," Basil said.

Basil and the others cracked the door open. The Horned King yelled at Maleficent for not bringing the prisoner in and just when Maleficent was trying to tell him the cage broke, the Horned King told her that he used her.

When Maleficent walked out of the room, Basil grabbed the end of her robe.

"Hey, what are you doing?" Maleficent asked.

"We came to realize that the Horned King never liked you," Basil told her, "You're welcome to join us."

"Are you saving me?"

"Yes, and that's what friends do."

"I can't get away from the Horned King."

"Yes, you can."

"No, I can't."

"Yes, you can. You have the power."

"I would if I could, but…"

"USE THEM!" Basil snapped, "Remember my comment on just because someone's cruel to you, you don't get to be mean to them or kidnap them? Get it through your head!"

Maleficent considered this. "I know just what to do."

The Horned King was searching for Maleficent. "Maleficent, I'm sorry I shouted out you," he said.

"Oh, are you?" a familiar voice said.

The Horned King, who let his guard down shifted his gaze outside to see the woman standing there. "Ready when you are, Horned King and all the powers of HELL!" With that, she turned into a dragon, much to the Horned King's surprise. Basil and co were on Maleficent's back. Maleficent attacked the Horned King with fire and grabbed him with her tail, staring coldly at him. When finished, she threw him in the Black Cauldron, where he had been demolished.

After the battle, Maleficent motherly told everyone to get off her and changed her shape into her true self.

"I knew you can do it," Basil said.

Maleficent sighed. "Thank you. Now, I feel better." She pet all the creatures.