[Upstairs in the flat of the famous Sherlock Holmes, Basil opens a small wall design, his secret passage, and peeks outside. Olivia is with them, and she opens it further. Basil glares at her in annoyance.]

Basil: And not a word out of you. Is that clear?

[Olivia shushes him as two shadows approach. Basil quickly moves the doorway, leaving a small crack open.]

Holmes: I observe that there's a good deal of German music on the program. It is introspective and I want to introspect.

Watson: But Holmes, that music is so frightfully dull.

Holmes: Come along.

[The two men leave, leaving Basil, Olivia, Dawson & Mr. Conductor free to come out into the open. & through the doorway came the Shining Time Crew [except Schemer] & Big Bird Basil begins to call out to his friend.]

Basil: Toby? Toby?

Olivia: (tugs on Dawson's coat and whispers) Who is Toby?

Dawson: Well my dear, Toby is... well, he's uh, uh... (Olivia waits for an answer as Dawson turns to Basil) I say Basil, who is this Toby chap?

[Before Basil answers, thundering footsteps appoach. Towering over them is an adorable basset hound puppy, who is obviously very happy to see Basil.]

Basil: Ahh! Here he is now! (He pushes Dawson forward as Toby leans down.) Dawson... Toby.

Mr. Conductor: Basil was right this isn't Toby the Tram Engine!

Dawson: (nervously tipping his hat and patting Toby's nose) Charmed, I'm sure.

[Toby doesn't seem too thrilled with the introduction, and growls at Dawson. Basil moves forward and pushes Toby back.]

Basil: Now Toby! Toby, stop that! Toby, cease! Desist! Ha!

[Dawson is trembling behind the leg of a chair. Toby is now sniffing around the room].

Basil: Tsk, tsk, tsk. Frightfully sorry, old man. Toby has the most splendid sense of smell of any hound I've trained. But he can be deucedly frisky.

Billy: you can say that again

Becky: but he sure is cute!

Dan: yeah it's a basset hound a kind of breed that can really smell good

Basil: you're quite right Dan

[Then Toby saw Big Bird & then he yelped & ran off away from him]

Big Bird: I guess this sorta happens when I meet someone new

[Basil chuckles as Toby stops at a footrest, where we can see Olivia's feet from behind the fringe. She cautionsly pushes it aside and smiles at Toby, who seems to like her just fine.]

Olivia: Hello Toby! (She pats his nose and Toby sniffs her again) Silly doggy! Would you like a crumpet?

[Toby nods happily as Olivia reaches into her coat pocket. She holds it up for him and he licks it off her hand.]

Basil: (reaching into his pocket) Here now, Toby? Toby! To the matter at hand. I want you to-

[He turns, but Toby isn't listening to him. He's on his back, enjoying a belly rub from Olivia. Basil whistles, and Toby rolls his head back to see him clearing his throat and tapping his foot. Olivia slides off Toby into Dawson's arms, and Toby rolls back to his feet, facing Basil.]

Basil: Good, now Toby! Toby... I want you to find... this fiend!

Basil: whips out Fidget's hat, and Toby starts to growl.

Basil: (barking and growling along with Toby) Yes, you know his type. (barks) A villain. (barks) A scoundrel! Low brow. Close set eyes. Broken wing.

[Toby pauses and looks at Basil, confused at the description.]

Basil: Oh, he's a peg-legged bat with a broken wing. (Toby starts to growl again) Yes! Yes! That's the spirit! Got his scent?

Toby nods happily, and Basil retrieves his leash.

Basil: Good boy, good boy!

Kara: looks like Toby got the scent

[Basil turns to face Toby again, but he has turned around and is smiling at Olivia and Dawson. He moves in front of Toby.]

Basil: Miss Flamchester!

Olivia (in unison with Dawson & the others) Flaversham!

Basil: Whatever. Your father is as good as found. (He hooks on Toby's leash.) Toby... (Toby strikes a 'pointer' pose) Sic 'em!

[As Toby rushes out, he accidently stomps on Basil. The dazed detective manages to hold on to the leash and quickly regains his wind.]

Basil: Ah-ha! Yoicks! Tally ho! Ha-ha! Ha-ha!

[Olivia and Dawson & the others rush after the pair, trying to catch up. And Mr. Conductor disappeared to catch on Cut to a few moments later in the street, where Toby is sniffing at the ground. He gives a sudden howl and breaks into a run. Olivia is holding on to Basil's waist at Toby's collar.]

Basil: (calling out behind him) The thrill of the hunt, eh, Dawson?

Dawson: (desperately clinging to Toby's tail, he gives a nervous chuckle) Q-q-quite!

Basil: Oh-hoo-hoo. Our peg-legged quarry can't be far now.

[From behind was the Shining Time Crew & Big Bird trying to catch up to the lightening fast puppy]

Stacy: for a basset hound puppy he sure can run fast!

Schemer: you're telling me Jonesy! He would have made a good watchdog than that other dog I had!

Big Bird: no matter let's just catch on & catch the bad bat!

[Cut to inside a toy shop. Fidget & Mr. Conductor's Double is inside, removing the Royal British Guard uniforms from toy soldiers. Fidget stuffs them into his sack and reaches into his wing pocket for the list and a pencil.]

Fidget: (reading from Ratigan's list and checking it along as he goes) Get the following. Tools, check. I got tools. Gears, double check. I got gears. Girl, (he makes a check and then erases it) No, didn't get girl. Uniforms, (chuckles) I got plenty uniforms!

Double: we got everything but one but the question is where is the one that we missed john?

Fidget: it's Fidget!

[He chuckles again, and is then startled as Toby howls outside.]

Fidget: Oh no, oh no. I gotta hide! I gotta hide! Ooh, I gotta hide!

Double: wait for me you broken bat!

[Fidget grabs the hats from the soldiers and stuffs them into his bag. He jumps on top of a clown toy onto a higher shelf, as the list flutters in front of the toy soldiers without him noticing. Back outside, Basil has jumped off Toby's muzzle onto the window ledge.]

Basil: Splendid job, Toby!

[Olivia is standing on Toby's muzzle and holds out her arms towards Basil. Basil give a look of annoyance, but holds his arms out to her. She jumps and he catches her, and sets her down, nudging her forward. Then Big Bird & the Shining Time Crew [except Schemer] arrived out of breath As Dawson is moving down, Toby begins to growl at him again. Dawson tips his hat and is prepared to make a hasty jump, but Toby gives a deliberate sneeze, which sends Dawson tumbling head over heels, hitting Basil. Basil looks down at Dawson, then to Toby.]

Basil: Now Toby, sit.

[Toby remains standing. Basil marches back down the window still and stands in front of Toby.]

Basil: Toby, sit.

Olivia: Sit, Toby.

[Toby promptly sits. Basil stares at Olivia.]

Basil: Good boy. (Moving past Olivia) If you'll excuse me.

Olivia: (to Toby) You be good now. We're going to find my father.

[Mr. Conductor then appears]

Mr. Conductor: am I late?

Big Bird: very late the door's locked shut

[Basil is humming to himself as he inspects the ledge and window. His humming slows as he sees a tiny hole in the center of the small round window. He points at it triumphantly].

Basil: Ah-ha! Here is our friend's entrance.

Big Bird: oh my i-it's so small

Dawson: But Basil, how could he fit through such a tiny...

Basil: Observe, Doctor.

[Basil takes Dawson's hand and sticks one of his fingers into the hole. He watches confidently as Dawson pulls his hand back, taking the window with him, creating an effective door.]

Dawson: Basil, you astound me!

[Basil hastily shushes him and climbs in]

Big Bird: he is astounding Mr. Conductor for me to get inside how about you make me 18 inches tall like you?

Mr. Conductor: it's worth a try [uses his magic dust on Big Bird & he was the same size as Mr. Conductor!]

Big Bird: wow! I feel so small!

[Big Bird & Mr. Conductor went in followed by Olivia, then Dawson. After getting inside, Dawson closes the window. Inside, they walk through the store. Dawson doesn't look where he's going and bumps into something.]

Dawson: Ooh! I beg your pardon, I-

[Dawson stops when he sees what he hit was a huge doll. He and Olivia look around the toy store.]

Dawson: Oh my. Upon my word I've never seen so many toys.

Big Bird: me neither & I've only see toys like this when I'm 8 feet tall

Basil: (Darting out from behind the doll's leg) Behind any of which could lurk a bloodthirsty assassin. So please, Doctor, be very careful.

[As Basil stealthily moves between the toys and through shadows, Olivia, Dawson, Mr. Conductor & Big Bird stay close behind. They start to climb up a ladder, leading them to a higher shelf. Basil and Dawson quietly creep down the shelf, when a sudden crashing noise from behind causes them to freeze, and Dawson to leap into Basil's arms & Mr. Conductor & Big Bird fell in surprise They look behind them and see that Olivia has turned on a toy music box, and is watching the noisy fireman band play.]

Basil: Oh! What the... Ooh!

[Utterly annoyed, Basil pushes Dawson off of him and leaps for the control lever, shutting the toy off. He turns to Olivia.]

Basil: (intensely) Please! (Softly) Quiet! (To Dawson, Big Bird & Mr. Conductor) Don't let this girl out of your sight.

[Dawson stands at attention and salutes as Basil walks past. He looks to Olivia, who is giving a playful salute of her own.]

Dawson: (taking her hand) Now Olivia, dear, stay close.

Big Bird: yeah we wouldn't want to lose you

[From above, Fidget & Mr. Conductor's Double watches the 5 move across a chessboard. Basil pauses by the rook.]

Basil: Hmm. (pushes the rook over one space) Checkmate. Ah-ha!

Mr. Conductor: Basil this isn't the time for chess

Basil: I know just don't rush me (Basil holds his magnifying glass to his eye, staring at Fidget's footprints) Evidence of our peg-legged adversary.

[Basil hums as he follows the footprints, stopping at the rows of naked toy soldiers.]

Basil: Hmm... how very odd.

Dawson: What is it, Basil?

Basil: Isn't it painfully obvious, Doctor? These dolls have been stripped of their uniforms. And not by any child, either.

Mr. Conductor: yeah it looked as if someone smaller did this

[He and Olivia glance at each other as they both examine the footprints. Basil looks over his shoulder, having seen more strange evidence.]

Basil: Hello. (Basil looks around the insides of mechanical toys, where all the gears are missing) Someone has taken the liberty of removing the clockwork mechanisms from these toys.

Mr. Conductor: yeah & I think this is… [Picks up some sparkle dust] green sparkle dust!

[Fidget's eyes widen, and he darts away with the double]

Double: [whispering] I got an idea!

Dawson: (finding the list) Basil.

Basil: Please, I'm trying to concentrate .

Dawson: But Basil, I-I-

[Suddenly music boxes are playing, and winding toys are moving along the shelves. A puppy pokes it's head out of a hat and barks. A bunny is moving an egg shell up and down as a baby chick chirps inside. It rolls by a fiddle player and a carousel. Nearly every toy in the shop is operating on it's own. Then inside one of the music boxes was the Jukebox Band]

Tito: is it morning already?

Tex: it seems like it

Rex: someone turned this Jukebox on!

Didi: well I think it's time for the morning song This Train!

[Then the band preformed their song with Grace as the lead singer]

Grace: [singing] this train is bound for glory this train

This train is bound for glory this train

This train is bound for glory don't ride nothing but the righteous & holy

This train is bound for glory this train

[Then Tito & the band played faster]

This train is super speed now this train

That train is heading for the city this train

This train is bound for glory don't ride nothing but the righteous & holy

This train is bound for glory this train

This train climbs any hill now this train

Better buy an automobile this train

This train is bound for glory don't ride nothing but the righteous & holy

This train is bound for glory this train

[The band then got ready for the finishing part of the song]

This train is made of dreams now this train

All aboard it's full of steam this train

This train is made of dreams it'll take you places that you've never been

This train is bound for glory this train!

Tito: this is gonna be a fun movie guys!

[Olivia, seeing some bubbles, follows them, separating herself from Dawson and Basil. A small Dumbo toy is the source of the bubbles, and there is a mouse-sized baby carraige that is slowly rocking back and forth. Olivia approaches it, and as she reaches up to pull the blanket back, Fidget lunges at her, a bonnet on his head. In the other room, Basil and Dawson hear her terrified scream.]

Dawson: Olivia!

Mr. Conductor: oh no!

Big Bird: we forgot to keep an eye on her!

Fidget: (throwing her in the bag) Gotcha!

Double: now we have everything Fidget my midget!

Basil: (rushing ahead) Quickly Doctor!

[As Basil disappears behind a book, he quickly changes direction as a large ferris wheel toy is rolling towards them.]

Basil: Ah, ya, ah! Look out!

[He. Dawson Mr. Conductor & Big Bird leap out of it's way on an Around the World path toy. A large doll is falling right over them, and they run for their lives, but only move the paper path below their feet. Just as the doll is about to land on them and crush them, they reach the end of the path and are able to leap off just as the doll breaks. A piece of the porcelain doll's face rolls towards Dawson & Big Bird, it's eye blinking at him. Basil & Mr. Conductor rushes by, but Fidget & the double has wound up a toy jouster. It moves towards them. Basil & Mr. Conductor is able to leap on a trumpet above him, but the jousting spear has caught Dawson by his jacket, and he his hurled towards a dart board, pinned to it. Basil & Mr. Conductor looks behind them, and Basil's head is crashed between the cymbals of the firemen band music box, which has started up again as well. Basil stumbles over to a pile of marbles and collapses, causing them to scatter, several of which fly towards Dawson, one hitting him on his head. Fidget & the double is making his way to the window.

Fidget: Bye-bye.

[He opens the window again, and is nearly eaten by Toby, who barks and growls at the exit. Fidget slams the window shut and climbs up the cash register and back onto the shelves. Basil has regained consciousness and is once again on his tail. He jumps onto a spring horse, and uses it to jump from shelf to shelf with Mr. Conductor]

Basil Stop, you fiends!

Basil & Mr. Conductor reaches the top shelf, and falls of the horse at the base of a large pyramid of building blocks. On opposite sides, Basil and Fidget & the double are climbing to the top. Fidget with the double makes leaps at the top, catching the ledge of the open sky roof. Basil tries to leap for him, but as he does, the blocks tumble and fall, taking Basil down with them. Fidget & the double chuckles evilly and throws the tied sack on top of the roof, and climbs out.

Olivia (muffled) Help! Uncle Basil, help! Help!

Double: we done it my crippled friend! [Cackles]

Fidget takes the bag and hops from roof to roof with the double back to Ratigan's lair.

Fidget (singsong) we got the gears, we got the tools, we got the uniforms, we got the girl, heh-heh-heh-heh.

[Inside, Dawson has managed to free himself and is searching for Basil with Big Bird & Mr. Conductor]

Dawson: Basil! Basil!

Big Bird: hey what's that sound?

[He hears the sound of a doll repeatedly saying 'Mama', and he pushes aside a small boat and drum to find Basil tangled to the dolls pull string, furiously trying to untie himself.]

Dawson: Basil! Olivia... she's...

Basil: She's gone, Dawson! Confound it! I told you, Mr. Conductor & Big Bird to watch over the girl. (He manages to untie the string and falls to the ground, regaining his wind quickly, and his temper.) Now she's been spirited away by that maniacal little monster. and a somewhat evil relative of Mr. Conductor! Soon to be in the clutches of the most depraved mind in all of London! I should have known better than to...

[Basil stops mid-rant and sees Dawson simply standing there, his back turned, and his head hung sadly.]

Basil: Than to... Um, eh Dawson? Dawson? (Basil looks concerned) I say, Dawson, old chap?

Dawson: (sniffles and wipes his face with his hankerchief.) Oh, ah, poor girl. I should have watched her more closely.

Basil: (feeling bad) Don't worry, old fellow. It's not entirely hopeless.

[Dawson says nothing, but looks towards Basil when the younger mouse puts his hand on his shoulder.]

Basil: We'll get her back.

Dawson Do-do you think there's a chance?

Mr. Conductor: I hope so because knowing me uh I mean my double I'm sure he's up to some trouble

Basil: (lighting his pipe) There's always a chance, guys, as long as one can think.

[Basil begins to pace around the room, and Dawson sighs, putting his hands in his pockets. A puzzled expression crosses his face as he pulls out the list.]

Dawson: 'Get the following: tools, gears...'

Basil: (hearing him) What?

Dawson: 'Girl, unif-'

Basil :(takes the list) Dawson, you've done it! This list is precisely what we need.

Dawson: What?

Big Bird: it looks as if we got another clue!

Basil (putting on his deerstalker cap as he rushes to the window) Quickly, back to Baker Street!

To Be Continued…