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One day, Rei and his friends were playing Follow the Leader. As usual, Rei was the leader. Jeanette Miller, the Lost Animal Kids, Young Simba, Flower, and Kilala Reno were following him around Neverland.

Before long, they came to a stream.

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

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

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

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

Simba decided he wanted to show Rei 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 Flower.

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

Simba and Flower disguised themselves as thugs, 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 Professor Ratigan's! He and Rei were sworn enemies.

"Where are we going?" asked Flower.

"To spy on Ratigan!" Simba said excitedly. "We'll take the information back to Rei."

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

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

"Be careful!" Simba warned.

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

A moment later, Fidget the Bat 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 Fidget was gone, Simba turned to Flower and said, "Come on, we've got some spying to do. I'm going to look for Ratigan." He found a telescope and climbed up the rigging.

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

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

"I should tell the professor," Fidget replied. He hurried off.

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

When Simba peered through the porthole of the cabin, he saw Ratigan. Unfortunately, the rat also saw him. Unlike Fidget, Ratigan could tell that Simba was not a real thug.

"Spies!" thundered Ratigan. "Get them, Fidget!"

"We're doomed!" Flower cried.

"Not necessarily," said Simba.

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

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

Fidget led the boys inside. "What's the meaning of this?" Ratigan demanded.

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

The rat looked Simba 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 Simba.

Ratigan said, "Yes, on Rei's hideout." He turned to the bat. "Release them, Fidget. We've got work to do."

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

"They'll lead us straight to Rei!" he said. Fidget straightened his scarf and looked at Ratigan. "Y-you mean, they really were spies?"

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

A short time later, Simba and Flower reached the shore. "My plan worked!" Simba cried. "Wait till Rei hears!"

"Uh-oh," Flower said. "I hear ticking. Like a clock. Like a clock in a cat. Like a clock in that cat that follows Ratigan!"

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

"Flower?" Simba said, looking over his back. Ratigan was standing at the bottom of the hill. Beside him, Walker and Snotty Sam had Flower in their clutches. "Keep going, Simba!" cried Flower. "Don't stop!"

A few minutes later, Simba burst into Rei's hideout. "Come quick!" he yelled. Rei, Kilala, and the others gathered around him. Simba told them what had happened to Flower and that Ratigan was planning to attack.

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

"He knew Flower and I weren't thugs?" asked Simba.

"I'm afraid so," Rei said.

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

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

On the pirate ship, Fidget locked Flower in a cage, while Ratigan tried to find out where the secret entrance to Rei's hideout was.

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

As soon as Ratigan was gone Simba looked into the porthole. "Not you again!" Fidget exclaimed and chased after Simba. The Lost Animal Kids hurried inside and set Flower free from the cage. Then they climbed down into a boat that was waiting below.

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

Meanwhile, on the ship's plank, Ratigan reached out to grab Kilala. At that instant, a black blur streaked through the air and scooped her up. It was Rei Pan!

"Blast you, Pan!" Ratigan cried. He lunged forward and fell overboard, snagging the plank with his hook. "Fidget!" Ratigan cried as Lucifer circled below.

Later that evening, Rei and his friends sat in their hideout, talking about the rescue. "When Flower and I met Ratigan, how did he know we weren't thugs?" asked Simba. "Thugs don't usually carry umbrellas," Rei said, smiling. Everyone laughed. What an adventure they'd had!

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