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One day, Sora and his friends were playing Follow the Leader. As usual, Sora was the leader. Faline, the Lost Alley Cats, Simon Seville, Fievel Mousekewitz, and Namine were following him around Neverland.

Before long, they came to a stream.

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

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

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

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

Simon decided he wanted to show Sora 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 Fievel.

Simon said, "You'll see." He took Fievel's hand, and together they slipped off into the forest.

Simon and Fievel disguised themselves as the Komodo Brothers, 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 Merlock the Magician's! He and Sora were sworn enemies.

"Where are we going?" asked Fievel.

"To spy on Merlock!" Simon said excitedly. "We'll take the information back to Sora."

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

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

"Be careful!" Simon warned.

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

A moment later, Dijon the Thief 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 Dijon was gone, Simon turned to Fievel and said, "Come on, we've got some spying to do. I'm going to look for Merlock." He found a telescope and climbed up the rigging.

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

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

"I should tell the magician," Dijon replied. He hurried off.

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

When Simon peered through the porthole of the cabin, he saw Merlock. Unfortunately, the dog also saw him. Unlike Dijon, Merlock could tell that Simon was not a real komodo brother.

"Spies!" thundered Merlock. "Get them, Dijon!"

"We're doomed!" Fievel cried.

"Not necessarily," said Simon.

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

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

Dijon led the boys inside. "What's the meaning of this?" Merlock demanded.

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

The dog looked Simon 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 Simon.

Merlock said, "Yes, on Sora's hideout." He turned to the Arabic dog. "Release them, Dijon. We've got work to do."

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

"They'll lead us straight to Sora!" he said. Dijon straightened his vest and looked at Merlock. "Y-you mean, they really were spies?"

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

A short time later, Simon and Fievel reached the shore. "My plan worked!" Simon cried. "Wait till Sora hears!"

"Uh-oh," Fievel said. "I hear ticking. Like a clock. Like a clock in a gator. Like a clock in that aliigator that follows Merlock!"

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

"Fievel?" Simon said, looking over his back. Cat R. Waul was standing at the bottom of the hill. Beside him, Pete and Bowser had Fievel in their clutches. "Keep going, Simon!" cried Fievel. "Don't stop!"

A few minutes later, Simon burst into Sora's hideout. "Come quick!" he yelled. Sora, Namine, and the others gathered around him. Simon told them what had happened to Fievel and that Merlock was planning to attack.

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

"He knew Fievel and I weren't Disney/Non-Disney villains?" asked Simon.

"I'm afraid so," Sora said.

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

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

On the pirate ship, Dijon locked Fievel in a cage, while Merlock tried to find out where the secret entrance to Sora's hideout was.

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

As soon as Merlock was gone, Simon looked into the porthole. "Not you again!" Dijon exclaimed and chased after Simon. The Lost Alley Cats hurried inside and set Fievel free from the cage. Then they climbed down into a boat that was waiting below.

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

Meanwhile, on the ship's plank, Merlock reached out to grab Namine. At that instant, a red blur streaked through the air and scooped her up. It was Sora Pan!

"Blast you, Pan!" Merlock cried. He lunged forward and fell overboard, snagging the plank with his hook. "Dijon!" Merlock cried as Wally circled below.

Later that evening, Sora and his friends sat in their hideout, talking about the rescue. "When Fievel and I met Merlock, how did he know we weren't Disney/Non-Disney villains?" asked Simon. "Disney/Non-Disney villains don't usually carry umbrellas," Sora said, smiling. Everyone laughed. What an adventure they'd had!

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