One day, Flynn Rider and his friends were playing Follow the Leader. As usual, Flynn was the leader. Frog Tiana, the Lost Children, Young Tod, Young Copper, and Rapunzel were following him around Neverland.

Before long, they came to a stream.

"Let's cross it the fun way!" Flynn suggested.

He grabbed a rope, swung out over the water, and landed on the other side. His friends followed, until only Tod was left.

"Tallyho!" Tod cried, and he leaped for the rope. He missed it and fell into the stream. Splash!

As Copper helped him out of the water, Tod grumbled, "Why does Flynn always have to be in charge? Just once I'd like to do things my way!"

Tod decided he wanted to show Flynn how brave and clever he was. A little farther down the trail, he had an idea. "Hey," he cried, "I've got it!"

"Got what?" asked Copper.

Flynn said, "You'll see." He took Copper's paw, and together they slipped off into the forest.

Tod and Copper disguised themselves as pink elephants, hopped in a small boat, and began to row toward a pirate ship in the harbor. But it wasn't just any ship-----it was Dr. Facilier's! He and Flynn were sworn enemies.

"Where are we going?" asked Copper.

"To spy on Facilier!" Tod said excitedly. "We'll take the information back to Flynn."

As the boys reached Facilier's ship, they heard a noise. Ticktock!

"What's that?" asked Copper. Just then, two yellow eyes poked out of the water. It was Foxy Loxy. Once, he'd swallowed an alarm clock, and now he always made a ticking sound.

"Be careful!" Tod warned.

Tod and Copper climbed over the side of the ship carefully. Tod spotted two mops and a bucket. He whispered to his brother, "Pretend you're washing the deck."

A moment later, Lawrence came around the corner. "Ahoy, mateys!" he called. "Can't say that I remember you. But whoever you are, you're doing a fine job!"

When Lawrence was gone, Tod turned to Copper and said, "Come on, we've got some spying to do. I'm going to look for Facilier." He found a telescope and climbed up the rigging.

Lawrence walked by again. "Do you see anything?" he asked.

"Uh, a storm, actually!" Tod blurted out.

"I should tell the doctor," Larence replied. He hurried off.

Tod turned to Copper. "This is perfect. He'll lead us right to Facilier!" They followed Lawrence at a safe distance and saw him enter a cabin. "Stand watch. I'll be right back," Tod whispered to his brother.

When Tod peered through the porthole of the cabin, he saw Dr. Facilier. Unfortunately, the shadow man also saw him. Unlike Lawrence, Facilier could tell that Tod was not a real pink elephant.

"Spies!" thundered Facilier, "Get them, Lawrence!"

"We're doomed!" Copper cried.

"Not necessarily," said Tod.

The fat man came running out of the cabin. When he saw the boys, he said, "Oh, it's you!"

"Indeed it is," said Tod. "We've been checking the safety of the doctor's quarters, and I must say that we're shocked. Why, spies could look through portholes as easily as I did!"

Lawrence led the boys inside. "What's the meaning of this?" Facilier demanded.

The fat man stammered, "Th-they said they were checking on your safety, doctor. And I must say, they're hard workers. Just today I saw them swabbing the deck and standing lookout."

The shadow man looked Tod straight in the eye. "Yes," he agreed. "I think they're doing a fine job. After all, with the attack only three days away, security is more important than ever."

"Attack?" said Tod.

Facilier said, "Yes, on Flynn's hideout." He turned to the fat man. "Release them, Lawrence. We've got work to do."

As soon as the boys were outside, Tod whispered to Copper, "We have to warn Flynn!" Quickly, they climbed over the side of the ship and began rowing toward shore. Facilier laughed as he watched through his telescope.

"They'll lead us straight to Flynn!" he said. Lawrence straightened his cravat and looked at Facilier. "Y-you mean, they really were spies?"

"Of course," the shadow man replied. "They're some of Flynn's little friends. They don't know yet, but now they are working for us!"

A short time later, Tod and Copper reached the shore. "My plan worked!" Tod cried. "Wait till Flynn hears!"

"Uh-oh," Copper said. "I hear ticking. Like a clock. Like a clock in a fox . Like a clock in that fox that follows Facilier!"

The boys looked at each other. "Dr. Facilier?" they said. "Run!" They scrambled up a hill, with Tod leading the way. When Tod reached the top, he called, "This way, Copper!" But there was no answer...

"Copper?" Tod said, looking over his back. Facilier was standing at the bottom of the hill. Beside him, two of the pink elephants had Copper in their clutches. "Keep going, Tod!" cried Copper. "Don't stop!"

A few minutes later, Tod burst into Flynn's hideout. "Come quick!" he yelled. Flynn, Rapunzel, and the others gathered around him. Tod told them what had happened to Copper and that Facilier was planning to attack.

Flynn shook his head. "If Facilier knew where I lived, why would he have followed you? I think it was a trick."

"He knew Copper and I weren't pink elephants?" asked Tod.

"I'm afraid so," Flynn said.

Tod groaned. "I've made a terrible mess of things. Will you help?"

"Sure. I've got a plan," Flynn replied. "Let's go!"

On the pirate ship, Lawrence locked Copper in a cage, while Facilier tried to find out where the secret entrance to Flynn's hideout was.

Just then, they heard a girl's voice say, "Facilier?" It as Rapunzel. She was standing on the ship's plank. "Watch the boy, Lawrence," Facilier said. "I'll be right back!"

As soon as Facilier was gone Tod looked into the porthole. "Not you again!" Lawrence exclaimed and chased after Tod. The Lost Children hurried inside and set Copper free from the cage. Then they climbed down into a boat that was waiting below.

When the children were all safe, Tod opened his umbrella, leaped over the side of the ship, and floated down to join them. Then the Lost Children cast off and headed for shore.

Meanwhile, on the ship's plank, Facilier reached out to grab Rapunzel. At that instant, a blue blur streaked through the air and scooped her up. It was Flynn Rider!

"Blast you, Rider!" Facilier cried. He lunged forward and fell overboard, snagging the plank with his hook. "Lawrence!" Facilier cried as Foxy Loxy circled below.

Later that evening, Flynn and his friends sat in their hideout, talking about the rescue. "When Copper and I met Facilier, how did he know we weren't pink elephants?" asked Tod. "Pink elephants don't usually carry umbrellas," Flynn said, smiling. Everyone laughed. What an adventure they'd had!

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