At Skull Rock, a rock cave shaped like a skull, Rei and Kilala found a good hiding place to see Ratigan with Misty on a small rock in the water while Ratigan was on a boat and Fidget tied the rope to the ledge.

"Now, my dear princess, this is me proposition. You tell me the hiding place of Rei Pan, and I shall set you free" Ratigan said.

"You dog!" Rei whispered angrily.

"Poor Misty." Kilala whispered.

"Am I'm not a man of my word, Fidget?" asked Ratigan.

"Well, yes. Always, boss!" Fidget said.

"You'd better talk, my dear. Or soon, the tide will be in. And then it will be too late." Ratigan said. Misty ignored him.

"I'll show the old sewer rat!" Rei whispered, "Stay here, Kilala. And watch the fun."

"Fun?" whispered Kilala, as Rei flew to the entrance of the cave and hid behind a rock to see if his plan works.

"And remember," Ratigan said. "there is no path through water to the happy hunting ground." Misty still did not speak, and Ratigan's face turned crimson with fury as he grabbed Misty and yelled, "THIS IS YOUR LAST CHANCE, MISTY!"

Then Rei spoke in an Indian voice "Bandar Log, great spirit of mighty sea water, speak!" he said, which surprised Ratigan and scared Fidget. "Beware, Ratigan! BEWARE!" It echoed around the cave.

"Did you hear it, Fidget?" asked Ratigan.

"It's an evil spirit, boss!" Fidget stammered.

"Stand by, Fidget, while I take a look around!" Ratigan, said as he drew out his sword. "Spirit of the great sea water, is it?"

Ratigan took a look outside the entrance. Seeing his chance, Rei flew up to Kilala.

"Psst, Kilala," Rei whispered to her. Kilala saw him and smiled. "Watch this." Rei said, and he hid behind a taller rock, cupped his hands over his mouth, and spoke into them, imitating Ratigan's voice. "Fidget?"

"Ah, yes, professor?" asked Fidget, thinking it was Ratigan.

"Release the princess and take her back to her people." Rei said in Ratigan's voice.

"Aye, aye, sir!" Fidget said, "Release the prin…" But then he was puzzled. "But... but, professor!"

"THOSE ARE THE ORDERS, FIDGET!" Rei roared in Ratigan's voice.

"Aye, aye, sir!" Fidget agreed. Rei smirked, and Kilala giggled.

Meanwhile, Ratigan was still looking for the spirit when he heard a voice.

"Well, at least Professor Ratigan is coming to his senses."

Ratigan turned to see what is was and was startled. "Odd's fish!"

Fidget was rowing the boat out of the cave with Misty. "I told him all along you Arabians wouldn't betray Rei Pan."

"And just what do you think you're doing, Fidget?" asked Ratigan kindly at first as he stopped the boat with his foot.

"Just what you told me, boss. Carrying out your orders."

"My orders?" asked Ratigan.

"Why, yes, boss." Fidget said, "Didn't you just say to go…"

"PUT HERE BACK, YOU BLITHERING IDIOT!" Ratigan yelled, as he kicked the boat inside the cave again. "My orders… Of all the bumbling…"

"Fidget!" called Ratigan's voice in the cave. Ratigan stopped and listened. "Just exactly what do you think you are doing?" Ratigan smirked evilly at this (though we can see it). He knew who it was.

Fidget put Misty back on the rock, but we can see it because the tide is going in. "Putting her back like you said, boss."

"I said nothing of the sort." Rei said in Ratigan's voice.

Now Fidget was very confused. "But boss, didn't you just say to go…"

Rei slid down the smooth end of the rock and relaxed as he mocked more, unaware that Ratigan was climbing up the cliff behind him. "For the last time, Fidget," Rei said in Ratigan's voice. "Take the princess back to her people." And then, he bellowed still in Ratigan's voice, "UNDERSTAND????????????!!!!!!!!!!!!"

It echoed through out the cave. "Aye, aye, sir." Fidget said nervously.

"Oh, and one more thing," Rei said in the same voice he used, as Ratigan found him. "When you return to the ship, tell the whole crew to help themselves to me best rum."

Kilala saw Ratigan lifting up his hook. "REI!" she screamed.

Ratigan brought his hook down. "Here's your spirit, Fidget!" he said, as he held up his hook. But he realized he only missed.

Rei flew down around Fidget and back up. Fidget saw him. "Why!" Fidget gasped, "It's Rei Pan!"

Kilala sighed in relief. Rei flew back up.

"Scurvy brat!" Ratigan cursed.

"Thank you, professor." Rei smiled and bowed.

"Come down, boy," Ratigan called, holding up his sword. "if you are the taste of cold steel!"

"Watch this, Kilala!" Rei laughed, as he flew down at Ratigan.

"Oh Rei, do be careful." Kilala called.

Rei stood on one foot to bend down on Ratigan's sword and got off, causing the sword to vibrate. Rei then flew down and pulled Fidget's cap over his eyes. Ratigan tried to strike him down, but he missed as Rei grabbed his blaster and went to Fidget, who pulled his cap off.

"Try your luck, Fidget?" Rei asked, as he started flying around while Fidget tried to aim at him.

"Let him have it!" Ratigan called to Fidget. "Well, come on, you idiot! Blast him!"

Suddenly, Rei flew up in front of Ratigan. "Right here, Fidget!"

Fidget aimed it as Ratigan gasped. "Hold it, you fool! No! No!" But Fidget fired, missed Rei, and instead hit Ratigan as he fell down.

"Professor?" asked Fidget and panicked as he dropped the blaster.

"Oh, how dreadful!" Kilala said.

"What a pity, Fidget," Rei said, as he took Ratigan's hat and put it on. "I'm afraid we've lost the dear professor." Little did he know that Ratigan, now angry, reappeared behind him and was about to stab Rei with his sword!

"Professor!" Fidget cheered. Well, that spoiled it for Ratigan as Rei turned to him.

"In the back, professor?" Rei teased.

Ratigan tried to stab Rei, but he ducked, and Ratigan stabbed his hat instead. He took it out and put it on his head. Rei got his own sword. Then he and Ratigan clashed their blades back and forth. Kilala covered her eyes as the two enemies fight on.

"Give it to him, Professor! Cleave him to the brisket!" Fidget cheered.

But Rei made a fool of Ratigan again by pulling his hat over his arms and bit him on the nose. Ratigan got angrier and attacked Rei again, but Rei defended with his sword. Then they locked blades and held on to it.

"I've got you this time, Pan!" Ratigan said, as they moved back, their blades still locked.

Suddenly, Rei smirked and pointed downwards. They were floating at mid air. Rei has no worries because he can fly. Ratigan gasped, screamed, and used his hook to hold onto the edge of the cliff.

Rei put his sword back on his belt and stood on the cliff, looking down at Ratigan, taunting him. "Well, well. A sewer rat on a hook!"

"I'll get you for this, Rei!" Ratigan snarled angrily, "if it's the last thing I'll do!"

Then Rei heard some tick-tock noises. "I say, professor. Do you hear something?"

"No!" Now Ratigan was in fear as he recognized that tick-tock noise and looked down. "No!" He saw Lucifer down below. He saw him and leapt at him. "NOO!" Ratigan screamed, as Lucifer got his coat and ate it.

"Oh, Mr. Lucifer," Rei said to the cat. "Do you like sewer rats?" Lucifer nodded. "You do?"

"Oh, Rei, no!" Kilala said.

Ratigan, his coat torn, tried to escape, but Lucifer got his pants and he pulled them down, revealing Ratigan's underwear. He pulled them up, but his hook lost grip, and he fell into the water screaming, "NOOO!" When he fell in the water, he emerged again, screaming, "FIDGET!" while holding on Lucifer's mouth.

"D-D-Don't go away, boss!" Fidget said, as he got into his boat, "Stay right there now, sir! I'll save you, sir!"

Ratigan tried to escape Lucifer's mouth, but he kept snapping his teeth as Ratigan put his feet on it while screaming, "FIDGET! FIDGET!" And he held on, but Lucifer bruised his big toe by biting it, snapping off his shoe, and he fell head first into Lucifer's mouth, but his paws saved him. As for Fidget, he kept rowing to Ratigan with all his might. When Lucifer resurfaced, Ratigan was still holding his mouth open. Lucifer whacked Ratigan on the hand with his tail. "Ow!" he yelled.

Lucifer used his teeth, and Ratigan fled for it. He landed on the cat's nose.

"Professor! Professor!" Fidget called, as Ratigan went by him.

"Fidget!" Ratigan cried, as he ran over Lucifer and leapt off at his tail, "FIDGET!"

Fidget tried to catch him, but Lucifer got him in the mouth.

"Give him back!" Fidget said, as he used one of the oars to hit Lucifer on the head, but he also hit Ratigan on the head, sending the cat and himself to the bottom of the sea.

"FIIIIDGET!" Ratigan screamed, as he swam up to the boat and got on. "Row for the ship!" Ratigan panicked, as Fidget rowed out of the cave, "Row for the sh…" But he was standing up on the boat, and he hit his head on the wall above the entrance and fell back in the water.

Lucifer swam for him. Ratigan screamed again and swam for it. He hit his head on the wall again, and Lucifer smashed it down.

"FIIIIDGEEEET!" Ratigan screamed, as he swam away while chased by Lucifer.

Having noticed the battle was won, Rei did a rooster's crow. Kilala tugged on Rei's pant leg.

"Rei, what about Misty?"

"Misty?" asked Rei. And then he snapped his fingers, as he remembered. "Oh! Misty!" He flew back into the cave through the eye.

"Help!" Misty called, as she was about to drown. Rei dived in the water and got her out. He flew out of the cave.

"Rei! Wait for me!" Kilala called and flew after him. They flew Misty back to Agrabah.