[Meanwhile, at the palace, Ratigan's thugs are playing the trumpets to announce the queen's entrance. The crowd is fooled by the Robot Queen as it steps out.]

Robot Queen: On this most august occasion we are gathered here not only to commemorate my 60 years as Queen but to honor one-

[Ratigan watches from behind the curtian as Flaversham's voice takes over. A rifle is pointed at his back as one of the thugs is holding notecards for Flaversham to read.]

Flaversham: Of truly noble stature. I present to you a statesman among mice. A gifted leader .

Robot Queen: A crusader for justice!

[The real Queen, tied and gagged, is being dragged to the balcony by Fidget & the double.]

Fidget: Over here, fatty. You're a ton, toots.

Double: there be your fate mousy for there at the end is a cat waiting to messy

[The Queen's eyes widen as she sees Felicia jumping up and down outside, eager for a snack.]

Fidget: Here kitty, kitty. Time for mouse chow.

Robot Queen: A majestic mountain of humility. And my new Royal Consort. Professor Ratigan!

[The crowd backs away, horrified as Ratigan bursts out, wearing a crown and purple robe decorated with medals. A child blows a rasberry at him, and his mother quickly covers his mouth. Outside, Basil, Olivia, Dawson Big Bird Mr. Conductor & the Shining Time crew are now back at the waterfront. Basil whistles, and Toby comes running.

Basil: Toby! (Toby kisses Olivia) The game's afoot, Toby. Our Queen is in mortal danger.

[Toby puts his game face on, and his ear makes a whip sound as he folds it into a staircase. Basil and the others climb onto his neck, while Big Bird now back in his normal size & the Shining Time crew went into a train to reach Buckingham Palace and Basil points ahead.

Basil: To Buckingham Palace!

[Barking, Toby rushes ahead. Back at the Palace, Ratigan give an exaggerated bow to the fake Queen.]

Ratigan: Thank you, Your Majesty. And now as your new Royal Consort I have a few uh, slight suggestions. (Ratigan pulls out a roll of paper and lets it fall, where it rolls down the aisle of the Grand Hall, and well past the curtian where one of his men has opened it for him) Ahem. Item one.

[Fidget & the double are grunting as they carry the Queen on their backs. The queen is kicking them.]

Fidget: Stop that! (Grunting)

[Toby is still racing towards the castle, running right in front of a carriage. The horses rear back, but Toby, undaunted, keeps running. Dawson has once more fallen back and is hanging on to Toby's tail for dear life. Fidget & the double has made it to the edge of the balcony, where Felicia is sitting below, waiting patiently. Toby has made it to the palace, and holds his nose to a ledge, where Basil, Olivia, Dawson & Mr. Conductor race in through a mouse hole. Fidget & the double now have the queen held high over his head, and Felicia's jaws are open.]

Fidget: (straining) Nuts... Open wide. Bye-bye!

[Basil and the others race down the hallway. Just as Fidget is about the throw the Queen over, Basil grabs her. Fidget falls, and attempts to fly away from Felicia. He manages to cling to the edge of the balcony, and is trying to avoid Felicia's jaws.]

Fidget: (shouting gibberish) Down, down, kitty! Down!

Double: so I see you're not dead yet my twin

Mr. Conductor: no but you will be! Olivia hand me the glue!

Olivia: [gives the glue to Mr. Conductor]

Mr. Conductor: say hello to my friend Elmer!

Double: oh no!

Mr. Conductor: [squirts the glue cap first]

Double: ! [Turns back into paper]

Fidget: [after seeing the double turn into paper] uh-oh

[The sound of barking distracts Felicia, and she turns to see Toby running straight for her. She screeches, and runs as fast as she can, with Toby close behind. Inside the Great Hall, Ratigan is continuing down his list of tyrannyic laws.]

Ratigan: Item 96 (snickers) A heavy tax shall be levied against all parasites and sponges. Such as the elderly, the infirm and especially (snickers) little children.

[Ratigan leans upside down over the railing to sneer at the boy from before. He looks at him defiantly before his mother whisks him away. An old man with a cast and crutch approaches him angrily.]

Old Man: That's ridiculous. You're insane.

Ratigan: Perhaps I haven't made myself clear. (Takes the crutch from the man, who falls) I have the power! (Breaks the crutch in half)

Robot Queen: Of course you do.

Ratigan: (jumps on the banister) I am supreme.

Robot Queen: Only you.

Ratigan: This is my kingdom!

[Ratigan laughs evilly as the crowd cowers under his shadow. In the backroom however, Basil has found Flaversham and the rest of Ratigan's men. Ratigan stops laughing and clears his throat, and sits on the banister to address the Robot Queen.]

Ratigan: That is of course with your Highness' permission.

[There is no answer right away, and Ratigan gives it a light slap, making it spring back to life.]

Robot Queen: Most assuredly... (It glares at him) you insidious fiend.

Ratigan: What?

Robot Queen: You're not my Royal Consort!

Ratigan: (covering it's mouth and addressing the crowd) What a sense of humor.

Robot Queen: (ducks down to free itself) You're a cheap fraud and impostor.

Ratigan: (under his breath) Flaversham!

[As Ratigan smiles nervously at the crowd, we see that behind the curtian, it is now Basil at the controls. Olivia and Flaversham are embracing as Dawson & Mr. Conductor holds a rope around Ratigan's thugs. The Queen has her rope around Fidget, and gives it a tight tug.]

Basil: A corrupt, vicious, demented, scoundrel. There's not evil scheme you wouldn't concoct.

[Basil jerks at the controls, causing the robot's head to fly up and spin, biting Ratigan's nose. He forces the head back down, but both arms spring out, hiting him in the stomach. Ratigan moves in front of the robot, hiding it from the crowd's eyes, but they aren't buying his scheme anymore.]

Robot Queen: (pushing past Ratigan) No depravity you wouldn't commit.

[Ratigan tries to force his weight on the robot, but it springs upward, bringing him up with it, then letting him fall.]

Basil: You Professor-

[Basil jerks even harder on the controls. Outside, the robot is falling apart.]

Robot Queen: are none other than a foul stenchus rodentus, commonly known as a

[Ratigan's temper flares as he seizes the robot by the neck.]

Ratigan: DON'T SAY IT!

Basil: (bursts from behind the curtian and points) Sewer rat!

[Ratigan screams and arches his back. He stares in shock at Basil]

Basil: Arrest that fiend!

Mr. Conductor: you won't need magic now look who I have! [holds up his paper twin]

[Basil, Dawson, Flaversham, Mr. Conductor and the queen tackle Ratigan as several other mice rush forward to help. Other mice are fighting of the rest of Ratigan's men. Olivia watches from behind the curtain, not noticing that Fidget has managed to free himself from his ropes. Outside, Felicia is still running from Toby. She darts through bushes and flower beds and scrambles up a wall, where Toby can only leap up halfway and bark at her. Felicia snickers and lifts her chin at him. She turns, lifting her tail, and making a show of leaping down the other side. Seconds later she gives another terrified screech as several more dogs can be heard barking and growling. Felica's ribbon and fur flies as the camera pans over to reveal she jumped right into the Royal Guard Dogs' Kennel. Back inside, Ratigan throws his attackers away and sheds his robe. Fidget whistles at him from a high balcony, holding Olivia.]

Fidget: The girl! The girl!

[Flaversham turns, horrifed as Ratigan jumps from mouse to mouse, and grabs a robe to swing himself to the balcony. Basil, Dawson and Flaversham rush forward only to freeze as Ratigan holds Olivia threateningly over the edge.]

Ratigan: Stay where you are or the girl dies!

[He dissappears behind the curtain, taking Olivia with him.]

Basil: Hurry Dawson!

Mr. Conductor: we have to save Olivia!

Basil leads Dawson, Flaversham, & Mr. Conductor outside.

Basil: (pointing up towards Ratigan's dirigible) There he goes!

Big Bird: how are we going to catch him?

[Basil climbs up a flag pole and shouts down.]

Basil: Dawson! Flaversham! Mr. C! Gather up those balloons.

[Over a dozen balloons are tied to the palace gate. As Dawson and Flaversham move to take them, Basil begins to lower England's flag. A storm is approaching as Fidget pedals the dirigible and Ratigan steers. Olivia is bravely standing up to the villian.]

Olivia: Just wait! Basil's smarter than you! He's going to put you in jail. (tugs on his tail) He's not afraid of a big, old, ugly, rat like you.

Ratigan: (taking his tail back)Would you kindly sit down and SHUT UP!

[Ratigan's yell sends Olivia flying back, knocking over a stool and into the wall. Ratigan turns and sees the British flag flying in front of him, blocking his path. Fidget cowers as it moves higher. Basil has taken the flag, the balloons, and a sliding match box for him, Dawson, Flaversham & Mr. Conductor to fly in. and Big Bird & the Shining Time Station crew were down below in their train watching the progress Ratigan sneers and turns the dirigible as Fidget begins to pedal faster.]

Basil: Let her go, chaps!

[Dawson, Flaversham, & Mr. Conductor release air from an open balloon, closing the distance between them and Ratigan easily, Ratigan leads them around roofs and chimneys, up and around a statue of Lord Nelson and straight ahead towards the Tower Bridge. Fidget pedals as fast as he can as Ratigan steers the dirigible just below the bridge. Dawson braces himself for a crash, but at the last moment, they move downward, just missing it. Up head, Fidget stops, out of breath and exhausted. Ratigan glares at him as he hops inside and gestures towards Olivia.]

Fidget: We have to lighten the load.

Ratigan: Oh, you want to lighten the load!

[Fidget snickers at Olivia, but Ratigan seizes him by the ears and tosses him over instead.]

Ratigan: Excellent idea!

Fidget: No! Not me! I can't fly! I can't fly!

[Fidget falls into the river Thames as Ratigan hops on the propeller and moves forward. It's not enough however, as Basil and the others have finally caught up. Basil & Mr. Conductor are preparing to jump.]

Basil: Steady!

[Basil & Mr. Conductor catches the tail of the aircraft, swinging forward. Ratigan ducks as Basil's feet just miss him. The two adversaries glare at each other, until a terrified scream comes from Olivia. With Ratigan at the pedal, there is no one to steer, and they are heading directly for parliment's clocktower.]

Kara: [from below] MR. CONDUCTOR WATCH OUT!

[Ratigan can only scream himself as the dirigible smashes into the face of the giant clock. On the mouse-made hot air balloon, all Dawson, Flaversham and the Shining Time crew can do is stare at the empty dirigible hanging from the hole, and pray that their friends are alright.]

To Be Continued…