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Narrator: This is the story of Fievel Pan. You can read along with me in your book. You'll know when it's time to turn the page when the chimes ring like this. (chimes ringing) Let's begin now.

Olivia Flaversham, her big brother, Bambi, and her little brother Thumper, were restless. It was almost their bedtime, but they weren't sleepy at all. "What shall we play?" asked Bambi, with a sigh. "I'm tired of all our old games." "Well," said Olivia, "I could tell you a story about Fievel Mousekewitz." "Hurray!" shouted Thumper and Bambi. So Olivia told them about Fievel Mousekewitz and the pirates.

Olivia knew lots of stories about Fievel Mousekewitz. Fievel was a magical mouse who lived in Never Land with his friends, the Lost Dumbo Gang, and a small flying mouse named Gadget Hackwarench. In Olivia's stories, Fievel and his friends had lots of exciting adventures. After Olivia had finished this story, Bambi and Thumper pretended to be pirates. "Take that!" shouted Bambi, as he waved his toy sword.

Just then the children heard a voice just outside their window. "It must be around here somewhere," the voice said. The children looked out. It was Fievel Mousekewitz!

Fievel flew by the nursery window often. He loved Olivia's stories, especially since they were all about him! But the last time he had visited the nursery he had left something behind. "Have you seen my shadow?" Fievel asked.

"Oh, Fievel," said Olivia with a chuckle. "Here's your shadow. Sit down and I'll sew it back on!" While Olivia sewed Fievel's shadow back on, her brothers asked Fievel about Never Land. "Never Land!" said Fievel with a laugh. "It's a wonderful place! I'll take you there," he offered. "Once we're there, Olivia, you can tell the Lost Dumbo Gang your stories. And Bambi and Thumper can help us fight pirates!"

"But how can we get there?" Olivia asked. "That's easy. All you've got to do is fly. Just think happy thoughts," Fievel told them. The children thought their happiest thoughts, but they still couldn't fly. "We won't be able to go with you," said a disappointed Olivia.

Fievel was puzzled for a moment, but then he laughed. "I forgot the pixie dust!" he said. He sprinkled some of Gadget's magic dust on the children. In no time at all they were flying through the air on their way to Never Land!

Before the children knew it, they had reached Never Land. Olivia sighed and said, "Oh, Fievel, it's just as I dreamed it would be!"

Suddenly they heard a mighty boom, and a cannonball zoomed past them! It had come from the pirate ship below, which belonged to Captain Cat R. Waul, Fievel's enemy, and two hungry eels named Flotsam and Jetsam had swallowed it. Now, Cat R. Waul spent all his time trying to catch Fievel. "Don't be scared!" said Fievel. "We can outfly him easily."

Fievel brought Olivia and her brothers to his home. He lived in a secret underground hideout with Jim Crow, Big Daddy Lou, Reverend Zachariah, Tyrone, Timothy Q. Mouse, and Lil' Urle were waiting outside to welcome Fievel Mousekewitz and his new friends. They were happy to hear that Olivia was going to tell them stories. But Gadget was unhappy. She thought Fievel liked his new friends better than he liked her! She was especially jealous of Olivia. So while Fievel showed Olivia, Bambi, and Thumper his secret hideout, Gadget flew away.

Later, the Lost Dumbo Gang offered to take Thumper and Bambi on a tour of Never Land. "Oh, boy!" said Thumper as they marched through the jungle. "I bet we'll have plenty of exciting adventures here!"

As the boys followed Bambi through the jungle, none of them noticed all the mysterious eyes that watched them from behind the bushes and trees!

Without warning, a group of hamsters, or Ham-Hams leaped out of the bushes and grabbed the boys! The Ham-Hams tied up the boys and took them to the Ham-Ham village.

At the village, Boss Ham-Ham, the leader of the hamsters, was waiting for them. He was very angry. "Where is my ward, Princess Bijou?" he asked the Lost Dumbo Gang. "What have you done with her?" "We haven't done anything with her," said the boys. "Will you let us go now?" "No," answered Boss.

Meanwhile, Fievel was giving Olivia her own tour of Never Land. As they flew, Fievel suddenly noticed Captain Cat R. Waul and his first mate, T.R. Chula, in a small boat. They were heading for Skull Rock and they were not alone. They had captured Princess Bijou Ham-Ham.

Fievel and Olivia flew closer. "If you don't tell us where Fievel Mousekewitz's secret hideout is, we will leave you here!" Cat R. Waul said to Bijou. But Bijou refused even to look at Cat R. Waul.

At once Fievel flew down to rescue Bijou. "Stop what you're doing, Cat R. Waul, or you'll have to answer me!" Fievel shouted. Cat R. Waul and Fievel began fighting, but Fievel was much too quick for the cat.

In the water nearby, Flotsam and Jetsam watched as Fievel and Cat R. Waul fought. It was the very same eels that had once swallowed Cat R. Waul's paw. Flotsam and Jetsam had liked the taste so much that they always followed Cat R. Waul around, hoping to get another bite! Cat R. Waul was no match for Fievel, and he soon fell into the water. Flotsam and Jetsam had been waiting for this chance! Cat R. Waul, however, was determined to escape their gaping jaws. "Chula!" he shouted. "Save me!" "I'm coming, boss, I'm coming! Hold on!" Chula shouted, as he rowed swiftly towards Cat R. Waul.

While Chula rescued Cat R. Waul from the eels, Fievel quickly untied Bijou. Then Fievel flew away, carrying Bijou in his arms. Olivia followed them to the Ham-Ham village.

Boss was very happy to get his ward back. He released all the boys at once. Then he gave orders for a big celebration. Everyone sang and danced and had a wonderful time. After the party, Fievel, Olivia, and all the boys went back to the secret hideout.

Gadget hadn't gone to the party. She was still jealous of Olivia, and when everyone returned, Gadget flew off by herself. She was so angry that she didn't notice someone watching her. Suddenly, the little flying mouse found herself trapped in a cowboy hat! Chula hurried back to the ship with Gadget.

Once aboard the ship, Chula released Gadget. "Welcome aboard, Miss Hackwrench," said Cat R. Waul. "I am sure you have noticed," he continued, "that things have gone from bad to worse on this island since that girl Olivia arrived. Tomorrow I'll be leaving this island forever. I'll take Olivia to sea with me if you tell me where I can find her."

All Gadget wanted was to get rid of Olivia. She dipped her paws in some ink, then on the map she showed Cat R. Waul where the hideout was. She didn't know Cat R. Waul was really after Fievel! "You've been most helpful!" sneered Cat R. Waul. "Now I have Fievel Mousekewitz where I want him!" Captain Cat R. Waul locked Gadget in a jar and ordered the gangster cats to surround Fievel's hideout.

Meanwhile, Olivia and her brothers had decided it was time to go home. The Lost Dumbo Gang wanted to join them, but Fievel didn't want to leave Never Land. So he stayed behind in the hideout, and never saw the gangster cats capture Olivia and the boys as they left.

The gangster cats took Olivia and the boys to the ship. They tied the frightened children to the big mast. "I'll give you a choice," said Cat R. Waul. "Become pirates or walk the plank!"

When Gadget had head Cat R. Waul's plan, she knew she had to warn Fievel. She was finally able to pop off the lid on the jar and escape! Then she quickly flew back to the hideout. Excitedly she told Fievel that he had to save Olivia and the boys.

Back on the pirate ship, Cat R. Waul was demanding an answer. "What will it be," said Cat R. Waul, "a pirate's life or the plank?"

"I'm sure Fievel will rescue us," Olivia whispered to the boys. Then, bravely, she said to Cat R. Waul, "We will never become pirates! We will die first!" And she walked onto the plank and jumped off.

Everyone waited for the splash, but the splash never came. Fievel arrived just in time to catch Olivia as she fell. "Oh, Fievel, I knew you would come!" Olivia said happily.

Fievel took Olivia to a safe place. Then he returned to fight Cat R. Waul. "I'll get you this time, Fievel Mousekewitz," cried Captain Cat R. Waul. The two began fighting while the children and the gangster cats watched. As always, Fievel was much quicker than the cat. They fought all the way up to the ship's rigging. As Cat R. Waul jabbed his sword at Fievel, he lost his balance. Much to the delight of Flotsam and Jetsam below, Cat R. Waul fell into the sea with a big splash!

Once the gangster cats saw that Fievel had defeated their captain, they gave up the fight. They decided to follow Cat R. Waul and abandon ship. It was difficult for the gangster cats to keep up with their captain, however, Captain Cat R. Waul was swimming very fast trying to escape the hungry eels!

Back on the ship, everyone cheered for Fievel. They were surprised to hear him give orders to cast off. "Where are we going?" Olivia asked him.

"I'm taking you home," Fievel told her. At Fievel's command, Gadget happily sprinkled the pirate ship with golden pixie dust to make it fly!

Soon the children were back in the nursery. They knelt by their window and watched the magical ship sail off into the starry sky. As they waved good-bye, Olivia, Bambi, and Thumper knew they would never forget their adventures with Fievel Mousekewitz.

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