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One day, Fievel Mousekewitz and his friends were playing Follow the Leader. As usual, Fievel was the leader. Gadget Hackwrench, the Lost Dumbo Gang, Bambi, Thumper, and Olivia Flaversham were following him around Neverland.

Before long, they came to a stream.

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

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

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

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

Bambi decided he wanted to show Fievel 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 Thumper.

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

Bambi and Thumper disguised themselves as cat gangsters, 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 Cat R. Waul's! He and Fievel were sworn enemies.

"Where are we going?" asked Thumper.

"To spy on Cat R. Waul!" Bambi said excitedly. "We'll take the information back to Fievel."

As the boys reached Cat R. Waul's ship, they heard a noise. Ticktock!

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

"Be careful!" Bambi warned.

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

A moment later, T.R. Chula 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 Chula was gone, Bambi turned to Thumper and said, "Come on, we've got some spying to do. I'm going to look for Cat R. Waul." He found a telescope and climbed up the rigging.

Chula crawled by again. "Do you see anything?" he asked.

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

"I should tell the boss," Chula replied. He hurried off.

Bambi turned to Thumper. "This is perfect. He'll lead us right to Cat R. Waul!" They followed Chula at a safe distance and saw him enter a cabin. "Stand watch. I'll be right back," Bambi whispered to his brother.

When Bambi peered through the porthole of the cabin, he saw Cat R. Waul. Unfortunately, the cat also saw him. Unlike Chula, Cat R. Waul could tell that Bambi was not a real gangster cat.

"Spies!" thundered Cat R. Waul. "Get them, Chula!"

"We're doomed!" Thumper cried.

"Not necessarily," said Bambi.

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

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

Chula led the boys inside. "What's the meaning of this?" Cat R. Waul demanded.

The spider 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 cat looked Bambi 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 Bambi.

Cat R. Waul said, "Yes, on Fievel's hideout." He turned to the spider. "Release them, Chula. We've got work to do."

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

"They'll lead us straight to Fievel!" he said. Chula straightened his bandana and looked at Cat R. Waul. "Y-you mean, they really were spies?"

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

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

"Uh-oh," Thumper said. "I hear ticking. Like a clock. Like a clock in an eel. Like a clock in one of those eels that follows Cat R. Waul!"

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

"Thumper?" Bambi said, looking over his back. Cat R. Waul was standing at the bottom of the hill. Beside him, two gangster cats had Thumper in their clutches. "Keep going, Bambi!" cried Thumper. "Don't stop!"

A few minutes later, Bambi burst into Fievel's hideout. "Come quick!" he yelled. Fievel, Olivia, and the others gathered around him. Bambi told them what had happened to Thumper and that Cat R. Waul was planning to attack.

Fievel shook his head. "If Cat R. Waul knew where I lived, why would he have followed you? I think it was a trick."

"He knew Thumper and I weren't gangster cats?" asked Bambi.

"I'm afraid so," Fievel said.

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

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

On the pirate ship, Chula locked Thumper in a cage, while Cat R. Waul tried to find out where the secret entrance to Fievel's hideout was.

Just then, they heard a girl's voice say, "Cat R. Waul?" It was Olivia. She was standing on the ship's plank. "Watch the boy, Chula," Cat R. Waul said. "I'll be right back!"

As soon as Cat R. Waul was gone, Bambi looked into the porthole. "Not you again!" Chula exclaimed and chased after Bambi. The Lost Dumbo Gang hurried inside and set Thumper free from the cage. Then they climbed down into a boat that was waiting below.

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

Meanwhile, on the ship's plank, Cat R. Waul reached out to grab Olivia. At that instant, a red blur streaked through the air and scooped her up. It was Fievel Mousekewitz!

"Blast you, Mousekewitz!" Cat R. Waul cried. He lunged forward and fell overboard, snagging the plank with his hook. "Chula!" Cat R. Waul cried as Flotsam and Jetsam circled below.

Later that evening, Fievel and his friends sat in their hideout, talking about the rescue. "When Thumper and I met Cat R. Waul, how did he know we weren't gangster cats?" asked Bambi. "Gangster cats don't usually carry umbrellas," Fievel said, smiling. Everyone laughed. What an adventure they'd had!

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