After Sinbad and Cinderella left for the party, a crimson cat watched them leaving for the party. He spied on Dinah, Patou, Snipes, and Peepers, sleeping outside.

When the ball of light comes into the stranger's face, he is revealed to be a cat with green eyes, wearing an old gray top hat, white opera gloves, a dirty yellow shirt, and purple pants. His name was Gideon, Alice's boyfriend and hero, and he came for his shadow.

The ball of light happened to be a white kitten with blue eyes, wearing a big pink bow around her neck and a small bow on her head along with a pair of clear, glittering wings on her back. Her name was Marie.

Soon Gideon crept to the nursery window with Marie behind him. He saw that Alice, Cody, and Edmond are well into their sleep, and he opens the window. The first place he came to was Dinah's bed. Marie flew ahead of him.

"Over there, Marie!" Gideon whispered. "In its den! Is it there?"

Marie shook her head. Gideon frowned. "Must be around here somewhere." Gideon looked inside the toy box and dug for his shadow with little success. Suddenly, Marie played the music box.

"Marie!" he hissed. Marie immediately closed the music box with an innocent look on her face. "Stop playing! Help me find my shadow!"

Marie rolled her eyes, and she wandered off only to find a mirror. Being a curious kitten, she stopped and admired her reflection. "Who's the pretty kitten?" she asks herself. Then she was interrupted by a rumbling noise. She found that it came from a drawer, and she alerted Gideon to come over.

"What is it?" Gideon asked.

"Look inside!" Marie said, excitedly. As Gideon opened the drawer, Marie flew in to get the shadow. But Gideon's shadow flies out, and Gideon wastes no time to chase it down. He closed the drawer, unaware that he had trapped Marie inside.

Gideon tried to grab his shadow, but it had a mind of its own. It flew out of the cat's reach, and Gideon pursued it. Finally, he grabbed the shadow. They tumbled over just about everything, but Gideon came out as the champion.

The noise of the scuffle was so loud that Alice woke up. She found Gideon on the floor, using soap as an attempt to glue his shadow back on. "Gideon the Cat!" she cried, startling the cat. She got out of her bed to meet him. "Gideon, I knew you come back. Your shadow is in good condition, in case you're wondering."

As Alice talked, Marie peeked out of the drawer's keyhole.

She saw Gideon with the soap and laughed. "You can't use soap to glue the shadow back on. It needs sewing." She turned on the light of the bedroom.

"I think I made perfectly sure that it wouldn't get away." She sees Gideon floating above her bed. "Go ahead. Make yourself comfortable." Alice said as she kissed Gideon on the cheek, causing him to blush. Marie became red with jealousy.

"Well, get on with it, girl." Gideon said.

"My name is Alice. Alice Maryanne Pleasance Liddell." she said as she starts to sew with the needle and thread.

"Alice's good enough." Gideon said with a smile.

"Oh. But how did Dinah get your shadow, Gideon?" Alice asked while sewing the shadow.

"Jumped at me, the other night at the window." Gideon said, while Marie got the pin up, and tries to open the drawer.

"What were you doing there?" Alice asked.

"I came to listen to the stories." Gideon answered as Marie slipped and smashed against the wood.

"My stories? But they're all about you." she said.

"Of course. That's why I like them." he said while playing the flute on the tune. "I tell them to the Lost Forest Animals."

"Lost Forest Animals? Oh, I remember. They're your men." Alice said as she finished sewing the shadow to his feet.

"Uh-huh." Gideon hopped off and see his shadow back to him now.

"I'm so glad you came back tonight." Alice smiled. "I have to stay with you like always."

"Why?" Gideon asked.

"Because my father wouldn't allow me to marry you." Alice answered.

"He did what?" Gideon quickly turns around and said in shock.

"That's because he doesn't love me or my brothers anymore." Alice said in sadness.

"But that more stories." Gideon said.

Alice started to cry on her handkerchief and sobbed into it.

"No! I won't have it!" Gideon said and took Alice's hand and floats up. "Come on!"

"But where are we going?" Alice asked.

In the drawer, Marie got the scissors, as then she listen and heard what Gideon answered, "To Neverland!"

Marie was shocked. "What?!" She flies and peeks out of the keyhole.

"Neverland!" Alice said, dreamingly.

"You'll never grow up there." Gideon said, as Marie left the scissors and stabbed it and tries to pull to open the drawer.

"Oh, Gideon, it would be so wonderful." She then stopped from the window and said, "But wait! What would mother say?"

Gideon was confused and then asked, "Mother? What's a mother?"

"Why, Gideon, a mother means someone..." While then, Marie pulled and yanked hard to open. "Who loves and cares for you and tells you stories-" Alice said as Gideon says.

Gideon then smiled and hopped, saying, "Good! You can be our mother." He grabbed her hand. "Come on!"

He flys out and Alice stopped and said, while getting out of her nightgown and into her light blue dress, a white pinafore apron, corset, petticoat, and stockings and black Mary Jane shoes. "Now, just a minute there, I... let me see now, I have to pack. Oh, and I must leave a note when I'll be back. Of course, I couldn't stay too long. And then I have to-" She stopped and smiled, "Oh, Neverland." As Marie was still pulling, and tried harder. "Oh, I-I'm so happy, I-I think I'll give you a-a kiss."

Upon hearing that, Marie was so shocked to hear what she said. "What?!" She pulled very hard as she opened the drawer.

Gideon was confused. "So, what's a-a kiss?" he asked.

She blushed and said, "Oh, well, I'll show you." Alice and Gideon moved themselves closer and touched their lips. When Marie tried to stop her, Gideon saw Marie and bounced on Edmond's bed, catching Marie in a cage so he jumped off the bed.

Edmond woke up, as he looked, he saw him. "Cody! Cody, wake up! He's here!" Edmond said as he got off his bed.

Cody was awake and very tired. "Huh?" When he puts on his glasses, he was shocked that Gideon was here. "Jiminy!"

"Oooh, what in the world was that?" Alice asked.

Gideon came back as he caught Marie in a cage. "Marie. Don't know what got into her." he said.

As Edmond put on his brown pioneer's shirt and coonskin hat while Cody got out of his footy pajamas and into his red T-shirt, dark red shorts, brown hiking boots, and backpack, the little kitten said, "Hello, Gideon the Cat. I'm Edmond Liddell."

"My name is Cody Liddell. How do you do?" the kindergartner asked.

Edmond then looked inside the cage as Gideon replied, "Hello."

"Wow! A kitty." Edmond said in awe of seeing Marie.

"A white kitten?" Alice asked in awe.

"Amazing." Cody removed his glasses in awe.

In the cage, Marie frowned and growled as Gideon heard her and know what she's saying. "What's the white kitten doing?" Edmond asked.

"Talking." he said.

"What did she say?" Alice asked.

"She says that I think you're beautiful." Gideon joked, making Alice laugh, while Marie flies out of the cage.

"Why thank you." Alice blushed.

"You are very welcome." Gideon replied, kissing Alice's hand.

Marie flies and sat on the block, grinding her teeth.

"Well, come on, Alice. Let's go!" Gideon said.

Alice held Edmond's paw and asked, "Where are we going?"

"To Neverland!" Alice answered.

"Neverland?" Edmond asked.

"Gideon's taking us." Alice told her brothers.

As Gideon hopped in front of them, saying "Us?" he frowned in confusion.

"Of course, I-I couldn't go without Cody and Edmond." Alice said.

"Oh, I should like very much to cross swords with some real buccaneers." Cody said, as he imaged a sword.

"Yes, and fight pirates too." Edmond said, throwing his fist around, and dropped down.

Gideon chuckled and said, "Well, okay." He turned around back, quickly and said "But you've got to take orders."

Cody saluted, "Aye, aye sir."

"Me too." Edmond said, saluting too.

"But, Gideon, how do we get to Neverland?" Alice asked.

"Fly, of course." Gideon told her.

"Fly?" Alice asked in confusion.

"It's easy. All you have to do is to, is to... is to..." He thinks and wasn't very sure. "Huh! That's funny." He flies up and sat on the chair.

"What's the matter? Don't you know?" Alice asked.

"Oh, well yes, it's just that I never thought about it before." Then it hits him. He hopped off the chair and said, "Say, that's it! You think of a wonderful thought."

Alice and Cody know and both said, "Any happy little thought?"

"Uh-huh." Gideon nodded.

"Like toys at Christmas?" Alice asked with a smile.

"Sleigh bells? Snow?" Cody asked.

"Yup. Watch me now. Here I go!" He flies up and goes around in circles above them. "It's easier than pie."

"He can fly!" Alice said in awe.

"He can fly!" Cody said in awe too.

"He flewed." Edmond said.

Gideon spinned around and landed on the bed pole saying, "Now, you try."

Alice took his hand as he helped her up on the toy box and said, "I'll think of a mermaid lagoon..." She sighed and said, "Underneath a magical moon."

Cody was beside her and said, "I'll think I'm in a pirate's cave."

Edmond too was beside her and said, "I'll think I'm gonna be a cool cat."

"Now, everybody try." Gideon floats up and held Alice's hand while Alice held Cody's hand and Edmond's paw as they hold hands together.

"One, two, three." He lifted them, as they fly, the three of them shouts, "We can fly! We can fly! We can fly!" But then, they dropped down on the bed. Gideon saw that and was confused.

Marie laughed at this funny entertainment. "Oh boy! That is funny!" She kept on laughing as the block moved as she fell back.

Gideon frowned and said, "Hey, this won't do. What's the matter with you? All it takes is faith and trust," Then he thought of something. "Oh! And something I forgot." Marie dusted herself after she fell back. "Dust." Marie heard that.

"Dust?" Alice and Cody asked in confusion.

"Dust?" Edmond asked.

Marie tried to fly away, but Gideon grabbed her by the tail and said, "That's right, just a little bit of pixie dust." He patted Marie, letting the pixie dust, as Alice smiled. Edmond covers his head and Cody looked at it in awe. As Gideon was finished, he said, "Now, think of the happiest things," Edmond thinks as he was rising from the bed. "It's the same as having wings."

"Let's all try it, just once more." Alice said, as she used her skirt dress as wings, flying upward.

"Look! We're rising off the floor!" Cody said, as he flies off the floor.

"Jiminy!" Edmond said, flapping his arms.

Alice saved him and flies back, "Oh my! We can fly!"

"You can fly!" Gideon shouted.

"We can fly!" Alice, Cody, and Edmond cried, as they flies around above.

Gideon then stand by the window and said, "Come on, everybody! Here we go!" Dinah, Patou, Snipes, and Peepers then heard someone as they looked up and saw Gideon flying out and shouts, "Off to Neverland!"

Dinah, Patou, Snipes, and Peepers gasped and couldn't believe their eyes. Alice flies out of the nursery window and Cody flies out too with his umbrella.

Chorus: Think of a wonderful thought
Any merry little thought

Dinah, Patou, Snipes, and Peepers saw them and the bird covered Dinah's eyes with his wing, as he lifted one feather to let the kitten see and gasped in shock. Edmond flies out with his stuff toy lemur. Marie stands by the window and frowned.

Chorus: Think of Christmas, think of snow
Think of sleigh-bells off you go!
Like reindeer in the sky

Patou barks up, as Gideon and Alice dived down each, but Cody was stopped by the umbrella as it was open.

Chorus: You can fly! You can fly! You can fly!

Edmond dived down and loses his stuff toy lemur, but he dived to get it.

Chorus: Think of the happiest things
It's the same as having wings
Take the path that moonbeams make

Gideon turned as Alice followed him. Cody used the umbrella and follows him too.

Chorus: If the moon is still awake

But Edmond can't as he made it and followed them.

Chorus: You'll see him wink his eye
You can fly! You can fly! You can fly!

They flies over the house, as Snipes shouted, "Hey! What about us? We want to fly!" Edmond then heard him.

Up you go with a heigh and ho
To the stars beyond the blue

Dinah meowed and Patou flapped his ears as he, Snipes, Dinah, and Peepers wanted to go.

Chorus: There's a Neverland waiting for you
Where all your happy dreams come true

Edmond then grabbed Marie and shakes her, letting the pixie dust at Dinah, Patou, Snipes, and Peepers and right on them, as they floated upward.

Chorus: Every dream that you dream will come true

Edmond then called out, "Come on, Dinah, Patou, Snipes, Peepers!" He now flies with the others. "No thanks, Edmond. We'll just hang around." Peepers chuckled to herself as she, Dinah, Patou, and Snipes waved goodbye.

Chorus: When there's a smile in your heart
There's no better time to start

Gideon flies over and rides on two swans, and played his flute.

Chorus: Think of all the joy you'll find
When you leave the world behind

Alice looked at her reflection, but Marie messed it up.

Chorus: And bid your cares goodbye

She crossed her arms, only then she almost got eaten by dogs and escaped.

Chorus: You can fly! You can fly! You can fly!

Later then, they flies up and landed on the clock tower on the hand, as the others landed with him. Gideon pointed at the star and said, "There it is, Alice! Second star to the right and straight on till morning." He hold out his hand as Alice took it, as they all fly up to the sky.

Chorus: When there's a smile in your heart
There's no better time to start
Think of all the joy you'll find
When you leave the world behind
And bid your cares goodbye

Gideon, Alice, Cody, and Edmond flies above the clouds, and headed straight to Neverland.

Chorus: You can fly! You can fly! You can fly!
You can fly! You can fly! You can fly!
You can fly! You can fly! You can fly!
You can fly! You can fly! You can fly!

And so, they flies straight towards the star, and everything charges when they go. As then, they have made it through for Neverland.