Narrator: This is the story of Gideon 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.

Alice Liddell and her brothers, Cody and little Edmond, were restless. It was almost their bedtime, but they weren't sleepy at all. "What shall we play?" asked Cody, with a sigh. "I'm tired of all our old games." "Well," said Alice, "I could tell you a story about Gideon the Cat." "Hurray!" shouted Edmond and Cody. So Alice told them about Gideon the cat and the pirates.

Alice knew lots of stories about Gideon the Cat. Gideon was a magical cat who lived in Never Land with his friends, the Lost Forest Animals, and a kitten named Marie. In Alice's stories, Gideon and his friends had lots of exciting adventures. After Alice had finished the story, Cody and Edmond pretended to be pirates. "Take that!" shouted Cody, 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 Gideon the Cat!

Gideon flew by the nursery window often. He loved Alice'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?" Gideon asked.

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

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

Gideon was puzzled for a moment, but then he laughed. "I forgot the pixie dust!" he said. He sprinkled some of Marie'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. Alice sighed and said, "Oh, Gideon, 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 Prince John, Gideon's enemy, and three hungry hyenas named Shenzi, Banzai, and Ed had swallowed it. Now, Prince John spent all his time trying to catch Gideon. "Don't be scared!" said Gideon. "We can outfly him easily."

Gideon brought Alice and her brothers to his home. He lived in a secret underground hideout with Honest John, Wilbur the Albatross, Donald Duck, Jose Carioca, Winnie the Pooh, and Piglet were waiting outside to welcome Gideon the Cat and his new friends. They were happy to hear that Alice was going to tell them stories. But Marie was unhappy. She thought Gideon liked his new friends better than he liked her! She was especially jealous of Alice. So while Gideon showed Alice, Cody, and Edmond his secret hideout, Marie flew away.

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

As the boys followed Cody 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 gangster cats leaped out of the bushes and grabbed the boys! The cats tied up the boys and took them to the Domestic Cat village.

At the village, Cat R. Waul, the leader of the cats, was waiting for them. He was very angry. "Where is my daughter, Princess Sagwa?" he asked the Lost Forest Animals. "What have you done with her?" "We haven't done anything with her," said the boys. "Will you let us go now?" "No," answered Cat R. Waul.

Meanwhile, Gideon was giving Alice her own tour of Never Land. As they flew, Gideon suddenly noticed Prince John and his first mate, Sir Hiss, in a small boat. They were heading for Skull Rock and they were not alone. They had captured Princess Sagwa.

Gideon and Alice flew closer. "If you don't tell us where Gideon the Cat's hideout is, we will leave you here!" Prince John said to Sagwa. But Sagwa refused even to look at Prince John.

At once Gideon flew to rescue Sagwa. "Stop what you're doing, Prince John, or you'll have to answer me!" Gideon shouted. Prince John and Gideon began fighting, but Gideon was much too quick for the lion.

In the water nearby, Shenzi, Banzai, and Ed watched as Gideon and Prince John fought. It was the very same hyenas that had once swallowed Prince John's paw. Shenzi, Banzai, and Ed had liked the taste so much that they always followed Prince John around, hoping to get another bite! Prince John was no match for Gideon, and he soon fell into the water. Shenzi, Banzai, and Ed had been waiting for this chance! Prince John, however, was determined to escape their gaping jaws. "Hiss!" he shouted. "Save me!" "I'm coming, sire, I'm coming! Hold on!" Hiss shouted, as he rowed swiftly towards Prince John.

While Hiss rescued Prince John from the hyenas, Gideon quickly untied Sagwa. Then Gideon flew away, carrying Sagwa in his arms. Alice followed them to the Domestic Cat village.

Cat R. Waul was very happy to get his daughter back. He released all the boys at once. Then he gave orders for a big celebration. Everyone sang and danced and had a wonderful time. After the party, Gideon, Alice, and all the boys went back to the secret hideout.

Marie hadn't gone to the party. She was still jealous of Alice, and when everyone returned, Marie flew off by herself. She was so angry that she didn't notice someone watching her. Suddenly, the little kitten found herself trapped in coils! Hiss hurried back to the ship with Marie.

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

All Marie wanted was to get rid of Alice. She dipped her paws in some ink, then on the map she showed Prince John where the hideout was. She didn't know Prince John was really after Gideon! "You've been most helpful!" sneered Prince John. "Now I have Gideon the Cat where I want him!" Prince John locked Marie in a cage and ordered the wolf and rhino guards to surround Gideon's hideout.

Meanwhile, Alice and her brothers had decided it was time to go home. The Lost Forest Animals wanted to join them, but Gideon didn't want to leave Never Land. So he stayed behind in the hideout, and never saw the wolf and rhino guards capture Alice and the boys as they left.

The wolf and rhino guards took Alice and the boys to the ship. They tied the frightened children to the big mast. "I'll give you a choice," said Prince John. "Become pirates or walk the plank!"

When Marie heard Prince John's plan, she knew she had to warn Gideon. She was finally able to break open the door of the cage and escape! Then she quickly flew back to the hideout. Excitedly she told Gideon that he had to save Alice and the boys.

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

"I'm sure Gideon will rescue us," Alice whispered to the boys. Then, bravely, she said to Prince John, "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. Gideon arrived just in time to catch Alice as she fell. "Oh, Gideon, I knew you would come!" Alice said happily.

Gideon took Alice to a safe place. Then he returned to fight Prince John. "I'll get you this time, Gideon the Cat," cried Prince John. The two began fighting while the children and the guards watched. As always, Gideon was much quicker than the lion. They fought all the way up to the ship's rigging. As Prince John jabbed his sword at Gideon, he lost his balance. Much to the delight of Shenzi, Banzai, and Ed below, Prince John fell into the sea with a big splash!

Once the guards saw that Gideon had defeated their captain, they gave up the fight. They decided to follow Prince John and abandon ship. It was difficult for the guards to keep up with their captain, however, Prince John was swimming very fast trying to escape the hungry hyenas!

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

"I'm taking you home," Gideon told her. At Gideon's command, Marie 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, Alice, Cody, and Edmond knew they would never forget their adventures with Gideon the Cat.