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Narrator: This is the story of Rei 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.

Kilala Reno and her brothers, Young Simba and little Flower, were restless. It was almost their bedtime, but they weren't sleepy at all. "What shall we play?" asked Simba, with a sigh. "I'm tired of all our old games." "Well," said Kilala, "I could tell you a story about Rei Pan." "Hurray!" shouted Flower and Simba. So Kilala told them about Rei Pan and the pirates.

Kilala knew lots of stories about Rei Pan. Rei was a magical boy who lived in Never Land with his friends, the Lost Animal Kids, and a chipette named Jeanette Miller. In Kilala's stories, Rei and his friends had lots of exciting adventures. After Kilala had finished the story, Simba and Flower pretended to be pirates. "Take that!" shouted Simba, 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 Rei Pan!

Rei flew by the nursery window often. He loved Kilala'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?" Rei asked.

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

"But how can we get there?" Kilala asked. "That's easy. All you've got to do is fly. Just think happy thoughts," Rei 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 Kilala.

Rei was puzzled for a moment, but then he laughed. "I forgot the pixie dust!" he said. He sprinkled some of Jeanette'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. Kilala sighed and said, "Oh, Rei, 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 Professor Ratigan, Rei's enemy, and a hungry cat named Lucifer had swallowed it. Now, Ratigan spent all his time trying to catch Rei. "Don't be scared!" said Rei. "We can outfly him easily."

Rei brought Kilala and her brothers to his home. He lived in a secret underground hideout with Mungo the Mongoose, Lumpy, Apple Bloom, Sweetie Belle, Scootaloo, Young Kaa, and Roo were waiting outside to welcome Rei Pan and his new friends. They were happy to hear that Kilala was going to tell them stories. But Jeanette was unhappy. She thought Rei liked his new friends better than he liked her! She was especially jealous of Kilala. So while Rei showed Kilala, Simba, and Flower his secret hideout, Jeanette flew away.

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

As the kids followed Simba 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 Arabian citizens leaped out of the bushes and grabbed the kids! The Arabians tied up the kids and took them to Agrabah.

At the village, the Sultan of Agrabah, the leader of the Arabians, was waiting for them. He was very angry. "Where is my granddaughter, Princess Misty?" he asked the Lost Animal Kids. "What have you done with her?" "We haven't done anything with her," said the kids. "Will you let us go now?" "No," answered the Sultan.

Meanwhile, Rei was giving Kilala her own tour of Never Land. As they flew, Rei suddenly noticed Professor Ratigan and his first mate, Fidget the Bat, in a small boat. They were heading for Skull Rock and they were not alone. They had captured Princess Misty.

Rei and Kilala flew closer. "If you don't tell us where Rei Pan's hideout is, we will leave you here!" Ratigan said to Misty. But Misty refused even to look at Ratigan.

At once Rei flew to rescue Misty. "Stop what you're doing, Ratigan, or you'll have to answer me!" Rei shouted. Ratigan and Rei began fighting, but Rei was much too quick for the rat.

In the water nearby, Lucifer watched as Rei and Ratigan fought. It was the very same cat that had one swallowed Ratigan's hand. Lucifer had liked the taste so much that he always followed Ratigan around, hoping to get another bite! Ratigan was no match for Rei, and he soon fell into the water. Lucifer had been waiting for this chance! Ratigan, however, was determined to escape his gaping jaws. "Fidget!" he shouted. "Save me!" "I'm coming, boss, I'm coming! Hold on!" Fidget shouted, as he rowed swiftly towards Ratigan.

While Fidget rescued Professor Ratigan from the cat, Rei quickly untied Misty. Then Rei flew away, carrying Misty in his arms. Kilala followed them to Agrabah.

The Sultan was very happy to get his granddaughter back. He released all the kids at once. Then he gave orders for a big celebration. Everyone sang and danced and had a wonderful time. After the party, Rei, Kilala, and all the kids went back to the secret hideout.

Jeanette hadn't gone to the party. She was still jealous of Kilala, and when everyone returned, Jeanette flew off by herself. She was so angry that she didn't notice someone watching her. Suddenly, the little chipette found herself trapped in someone's cap! Fidget hurried back to the ship with Jeanette.

Once aboard the ship, Fidget released Jeanette. "Welcome aboard, Miss Miller," said Professor Ratigan. "I am sure you have noticed," he continued, "that things have gone from bad to worse on this island since that girl Kilala arrived. Tomorrow I'll be leaving this island forever. I'll take Kilala to sea with me if you tell me where I can find her."

All Jeanette wanted was to get rid of Kilala. She dipped her shoes in some ink, then on the map she showed Ratigan where the hideout was. She didn't know Ratigan was really after Rei! "You've been most helpful!" sneered Ratigan. "Now I have Rei Pan where I want him!" Professor Ratigan locked Jeanette in a lantern and ordered the thugs to surround Rei's hideout.

Meanwhile, Kilala and her brothers had decided it was time to go home. The Lost Animal Kids wanted to join them, but Rei didn't want to leave Never Land. So he stayed behind in the hideout, and never saw the thugs capture Kilala and the kids as they left.

The thugs took Kilala and the kids to the ship. They tied the frightened children to the big mast. "I'll give you a choice," said Ratigan. "Become pirates or walk the plank!"

When Jeanette heard Ratigan's plan, she knew she had to warn Rei. She was finally able to break the glass in the lantern and escape! Then she quickly flew back to the hideout. Excitedly she told Rei that he had to save Kilala and the kids.

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

"I'm sure Rei Pan will rescue us," Kilala whispered to the kids. Then, bravely, she said to Ratigan, "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. Rei arrived just in time to catch Kilala as she fell. "Oh, Rei, I knew you would come!" Kilala said happily.

Rei took Kilala to a safe place. Then he returned to fight Professor Ratigan. "I'll get you this time, Rei Pan," cried Ratigan. The two began fighting while the children and the thugs watched. As always, Rei was much quicker than the rat. They fought all the way up to the ship's rigging. As Ratigan jabbed his sword at Rei, he lost his balance. Much to the delight of Lucifer below, Ratigan fell into the sea with a big splash!

Once the thugs saw that Rei had defeated their captain, they gave up the fight. They decided to follow Ratigan and abandon ship. It was difficult for the thugs to keep up with their captain, however, Professor Ratigan was swimming very fast trying to escape the hungry cat!

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

"I'm taking you home," Rei told her. At Rei's command, Jeanette 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, Kilala, Simba, and Flower knew they would never forget their adventures with Rei Pan.

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