At Skull Rock, a rock cave shaped like a skull, Kristoff, Anna, and Hans found a good hiding place to see Warren T. Rat with Fiona on a small rock in the water while Warren T. Rat was on a boat and Wilbur tied the rope to the ledge.

"Now, my dear princess, this is me proposition. You tell me the hiding place of Kristoff Pan, and I shall set you free" Warren T. Rat said.

"You dog!" Kristoff whispered angrily.

"My sentiments exactly." Hans whispered.

"Poor Fiona." Anna whispered.

"Am I'm not a man of my word, Wilbur?" asked Warren T. Rat.

"Well, yes. Always, Warren!" Wilbur said.

"You'd better talk, my dear. Or soon, the tide will be in. And then it will be too late." Warren T. Rat said. Fiona ignored him.

"I'll show the old ratfish whispered, "Stay here, Anna, Hans. And watch the fun."

"Fun?" whispered Anna.

"They're gonna trick those Mott Street Maulers into freeing Fiona." Hans whispered to Anna, who nodded in agreement as Kristoff flew to the entrance of the cave and hid behind a rock to see if his plan works.

"And remember," Warren T. Rat said. "there is no path through water to the happy hunting ground." Fiona still did not speak, and Warren T. Rat's face turned crimson with fury as he grabbed Fiona and yelled, "THIS IS YOUR LAST CHANCE, FIONA!"

Then Kristoff spoke in an Indian voice "Bandar Log, great spirit of mighty sea water, speak!" he said, which surprised Warren T. Rat and scared Wilbur. "Beware, Warren! BEWARE!" It echoed around the cave.

"Did you hear it, Wilbur?" asked Warren T. Rat.

"It's an evil spirit, Warren!" Wilbur stammered.

"Stand by, Wilbur, while I take a look around!" Warren T. Rat, said as he drew out his sword. "Spirit of the great sea water, is it?"

Warren T. Rat took a look outside the entrance. Seeing his chance, Kristoff flew up to Anna and Hans.

"Psst, Anna, Hans," Kristoff whispered to them. Anna and Hans saw him and smiled. "Watch this." Kristoff said, and he hid behind a taller rock, took off his hat, and spoke into it, imitating Warren T. Rat's voice. "Wilbur?"

"Ah, yes, Warren?" asked Wilbur, thinking it was Warren T. Rat.

"Release the princess and take her back to her people." Kristoff said in Warren T. Rat's voice.

"Aye, aye, sir!" Wilbur said, "Release the prin…" But then he was puzzled. "But... but, Warren!"

"THOSE ARE THE ORDERS, WILBUR!" Kristoff roared in Warren T. Rat's voice.

"Aye, aye, sir!" Wilbur agreed. Kristoff smirked, and Anna and Hans giggled.

Meanwhile, Warren T. Rat was still looking for the spirit when he heard a voice.

"Well, at least Warren T. Rat is coming to his senses."

Warren T. Rat turned to see what is was and was startled. "Odd's fish!"

Wilbur was rowing the boat out of the cave with Fiona. "I told him all along you fairy tale creatures wouldn't betray Kristoff Pan."

"And just what do you think you're doing, Wilbur?" asked Warren T. Rat kindly at first as he stopped the boat with his foot.

"Just what you told me, Warren. Carrying out your orders."

"My orders?" asked Warren T. Rat.

"Why, yes, Warren." Wilbur said, "Didn't you just say to go…"

"PUT HERE BACK, YOU BLITHERING IDIOT!" Warren T. Rat yelled, as he kicked the boat inside the cave again. "My orders… Of all the bumbling…"

"Wilbur!" called Warren T. Rat's voice in the cave. Warren T. Rat stopped and listened. "Just exactly what do you think you are doing?" Warren T. Rat smirked evilly at this (though we can see it). He knew who it was.

Wilbur put Fiona back on the rock, but we can see it because the tide is going in. "Putting her back like you said, Warren."

"I said nothing of the sort." Kristoff said in Warren T. Rat's voice.

Now Wilbur was very confused. "But Warren, didn't you just say to go…"

Kristoff slid down the smooth end of the rock and relaxed as he mocked more, unaware that Warren T. Rat was climbing up the cliff behind him. "For the last time, Wilbur," Kristoff said in Warren T. Rat's voice. "Take the princess back to her people." And then, he bellowed still in Warren T. Rat's voice, "UNDERSTAND????????????!!!!!!!!!!!!"

It echoed through out the cave. "Aye, aye, sir." Wilbur said nervously.

"Oh, and one more thing," Kristoff said in the same voice he used, as Warren T. Rat found him. "When you return to the ship, tell the whole crew to help themselves to me best rum."

Anna and Hans saw Warren T. Rat lifting up his hook. "KRISTOFF!" Anna screamed.

"Watch out!" Hans called out.

Warren T. Rat brought his hook down. "Here's your spirit, Wilbur!" he said, as he held up his hook. But he realized he only got Kristoff's hat.

Kristoff flew down around Wilbur and back up. Wilbur saw him. "Why!" Wilbur gasped, "It's Kristoff Pan!"

Anna and Hans sighed in relief. Kristoff flew back up.

"Scurvy brat!" Warren T. Rat cursed.

"Thank you, Warren." Kristoff took his hat from Warren as he smiled and bowed.

"Come down, boy," Warren T. Rat called, holding up his sword. "if you are the taste of cold steel!"

"Watch this, Anna, Hans!" Kristoff laughed, as he flew down at Warren T. Rat.

"Oh Kristoff, do be careful." Anna called.

"Don't let him hurt you!" Hans added.

Kristoff stood on one foot to bend down on Warren T. Rat's sword and got off, causing the sword to vibrate. Kristoff then flew down and pulled Wilbur's helmet over his eyes. Warren T. Rat tried to strike him down, but he missed as Kristoff grabbed his blaster and went to Wilbur, who pulled his helmet off.

"Try your luck, Wilbur?" Kristoff asked, as he started flying around while Wilbur tried to aim at him.

"Let him have it!" Warren T. Rat called to Wilbur. "Well, come on, you idiot! Blast him!"

Suddenly, Kristoff flew up in front of Warren T. Rat. "Right here, Wilbur!"

Wilbur aimed it as Warren T. Rat gasped. "Hold it, you fool! No! No!" But Wilbur fired, missed Kristoff, and instead hit Warren T. Rat as he fell down.

"Warren?" asked Wilbur and panicked as he dropped the blaster.

"Oh, how dreadful!" Anna said.

"Oh no!" Hans said.

"What a pity, Wilbur," Kristoff said, as he took Warren T. Rat's hat and put it on. "I'm afraid we've lost the dear Warren T. Rat." Little did he know that Warren T. Rat, now angry, reappeared behind him and was about to stab Kristoff with his sword!

"Warren!" Wilbur cheered. Well, that spoiled it for Warren T. Rat as Kristoff turned to him.

"In the back, Warren?" Kristoff teased.

Warren T. Rat tried to stab Kristoff, but he ducked, and Warren T. Rat stabbed his hat instead. He took it out and put it on his head. Kristoff got his own sword. Then he and Warren T. Rat clashed their blades back and forth. Anna and Hans covered their eyes as the two enemies fight on.

"Give it to him, Warren! Cleave him to the brisket!" Wilbur cheered.

But Kristoff made a fool of Warren T. Rat again by pulling his hat over his arms and yanked his whiskers. Warren T. Rat got angrier and attacked Kristoff again, but Kristoff defended with his sword. Then they locked blades and held on to it.

"I've got you this time, Pan!" Warren T. Rat said, as they moved back, their blades still locked.

Suddenly, Kristoff smirked and pointed downwards. They were floating at mid air. Kristoff has no worries because he can fly. Warren T. Rat gasped, screamed, and used his hook to hold onto the edge of the cliff.

Kristoff put his sword back on his belt and stood on the cliff, looking down at Warren T. Rat, taunting him. "Well, well. A ratfish on a hook!"

"I'll get you for this, Kristoff!" Warren T. Rat snarled angrily, "if it's the last thing I'll do!"

Then Kristoff heard some tick-tock noises. "I say, professor. Do you hear something?"

"No!" Now Warren T. Rat was in fear as he recognized that tick-tock noise and looked down. "No!" He saw Roscoe and Desoto down below. They saw him and leapt at him. "NOO!" Warren T. Rat screamed, as Roscoe got his pants and ate it.

"Oh, Mr. Roscoe, Mr. Desoto," Kristoff said to Roscoe and Desoto. "Do you like ratfish?" Roscoe and Desoto nodded. "You do?"

"Oh, Kristoff, no!" Anna said.

"I can't look!" Hans cried, covering his eyes.

Warren T. Rat, his pants gone, tried to escape, but Desoto got his coat and he pulled it down, revealing Warren T. Rat's bare torso. Wilbur laughed at this and said, "Warren, where are your clothes?" Wilbur teased. "I know! You're a nudist!" The albatross burst out laughing, seeing Warren T. Rat naked, as the cat disguised rat blushed in embarrassment. Warren T. Rat turned to the audience and said, "Sorry, you had to see this, folks."

When he fell in the water, he emerged again, screaming, "WILBUR!" while holding on Roscoe's mouth.

"D-D-Don't go away, Warren!" Wilbur said, as he got into his boat, "Stay right there now, sir! I'll save you, sir!"

Warren T. Rat tried to escape Roscoe's mouth, but he kept snapping his teeth as Warren T. Rat put his feet on it while screaming, "WILBUR! WILBUR!" And he held on, but Roscoe bruised his big toe by biting it, and he fell head first into DeSoto's mouth, but his paws saved him. As for Wilbur, he kept rowing to Warren T. Rat with all his might. When Roscoe and DeSoto resurfaced, Warren T. Rat was still holding DeSoto's mouth open. DeSoto whacked Warren T. Rat on the hand with his tail. "Ow!" he yelled.

DeSoto used his teeth, and Warren T. Rat fled for it. He landed on Roscoe's nose.

"Warren! Warren!" Wilbur called, as Warren T. Rat went by him.

"Wilbur!" Warren T. Rat cried, as he ran over Roscoe and DeSoto and leapt off at their heads, "WILBUR!"

Wilbur tried to catch him, but DeSoto got him in the mouth.

"Give him back!" Wilbur said, as he used one of the oars to hit DeSoto on the head, but he also hit Warren T. Rat on the head, sending both dogs and himself to the bottom of the sea.

"WIIIILBUR!" Warren T. Rat screamed, as he swam up to the boat and got on. "Row for the ship!" Warren T. Rat panicked, as Wilbur rowed out of the cave, "Row for the sh…" But he was standing up on the boat, and he hit his head on the wall above the entrance and fell back in the water.

Roscoe and DeSoto swam for him. Warren T. Rat screamed again and swam for it. He hit his head on the wall again, and Roscoe and DeSoto smashed it down.

"WIIIILBUUUUR!" Warren T. Rat screamed, as he swam away while chased by Roscoe and DeSoto.

Having noticed the battle was won, Kristoff did a rooster's crow. Anna tugged on Kristoff's pant leg.

"Kristoff, what about Fiona?"

"You forgot her." said Hans.

"Fiona?" asked Kristoff. And then he snapped his fingers, as he remembered. "Oh! Fiona!" He flew back into the cave through the eye.

"Help!" Fiona called, as she was about to drown. Kristoff dived in the water and got her out. He flew out of the cave.

"Kristoff! Wait for me!" Anna called.

"Don't leave us behind!" Hans added. He and Anna flew after him. They flew Fiona back to the fairy tale encampment.

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