Ok, everyone ready to explore Storybook Land? :)

Mike: Not as a coward. :p

Peter: Oh, Michael! I'm ready! :)

Micky: Ready and rarin'! :D ;)

Davy: Um, I repeat, when do I come in? :p

Soon, Dave...

(Cut back to the Pad. Peter whimpers.)

Peter: Micky, that's scary!

Mr. Bennett: Peter, I'm here. It's just a story.

Mike: Besides, Mick, you were startin' to ramble. :p

Micky: I was not! :P

Davy: All of the characters were beginning to sound like you. ;)

Micky: Were not. *folds his arms over his chest* :P

(Fortunatly, Millie and Larry walk in before the conversation goes any further. Millie carries a yellow cheesecake flecked with orange.)

Larry: (Raises his eyebrows) Did we hit a party? ;)

Lauren: In a manner of speaking, yes. ;)

Millie: We just came over with some carrot cheesecake and to see what you've done to the place. (Grins) Nice. Looks a hell of a lot better than when I was livin' here.

Mike: Now it's only half a dump. ;) (Emma elbows him. :p)

Mr. Bennett: (Smiles) We were just telling stories.

Larry: Swapping tall fishing tales with the kids, John? ;)

Shelly: We in story! We find Mommy! :D

Debbie: We were making up a story about us in Storybook Land! :)

Micky: Yeah! Stowybook Land! :D

Millie: Hey, that sounds like fun. We used to tell round-robin stories in the dark at slumber parties when I was a kid. ;)

Larry: Is this a private story, or can anyone join in? ;)

Emma: (Shrugs) Why not? (Quick scene of Emma explaining what's gone on before to Millie and Larry; they nod and grin)

Larry: Sounds like you kids are going to need some help.

Millie: (Grins) And I know just where to get it from.

Micky: Oh, you do, huh? *gets elbowed by Lauren*

Larry: (Picks up a Matchbox train the kids were playing with) They needed a way to get away from the Truffula Forest quickly, so they hopped a train...

(Fade out on the group in the living room; fade back in on the Truffula Forest. Peter, Sir Michael, and the kids are hiking through the forest. Sir Michael jumps at every noise and shadow.)

Debbie: How much further? My legs hurt. :p

Coco: Yeah, this is quite a hike! *whew!* :P

Peter: We're almost out of the forest. (Sighs) It's been a long time since I've left the Truffula Forest.

Gina: Have you always lived here?

Peter: (Shakes his head) My family's lived all over, but I grew up in Grenwich, a villiage near Yorkalia in the Northland Square.

Debbie: You keep saying "squares." What do you mean by "squares?"

Peter: This is what I mean. (The kids stop...and gasp. The forest comes to an end on the edge of a hill. The hill overlooks a vast valley that looks like a green and brown chessboard criss-crossed by blue river lines. Fields, towns, and cities can be seen in each "square." The chessboard land is surrounded by mountains and lakes.) This is the Storybook Land Chessboard. (Points toward one gray-green square far in the north.) That's Northland, the home of the largest city in Storybook Land, Yorkalia. (He points towards the south, which is rich in greens, browns, yellows, and reds, and broken up by a large river) That's the Southland Square. The residents love music and parties. They have some of the most beautiful homes in Storybook Land! :)

Debbie: Wow. :o

Sir Michael: (Whimpers) I'm gettin' dizzy! :p

Coco: That's amazing!

Shelly: Pwetty! Lotsa squares! :)

Micky: Gwoovy! :D

Peter: "Groovy?"

Debbie: Oh, where we come from, that means great, good, we like that. :)

Sir Michael: Weird. :p

Peter: I like that! It's different. :)

(It's far easier walking down the hill than it is through the woods. There's a short montage of the children going down the hill, practically dragging a frightened Sir Michael. We end with their arrival at what looks like a small, old-fashioned train station.)

Peter: (Puts a hand in his pocket) I should have enough money for a train ride at least half-way to Southland. Cape Holly Beach is a nice little town on the shore of Holly Lake in the Jerseyana Square. We can get supplies and rest there. :)

Shelly: Twain ride! :)

Debbie: Good. I'm bushed. (Flops on a wooden bench on the platform)

Peter: You look like a girl to me!

Sir Michael: She means she's tired, Pete. (He, too, flops down) Anyone got some water in a bowl? My tongue's hangin' out again. :p

(Peter pours some water into a pan from his knapsack and allows Sir Michael to drink out of it.)

Sir Michael: (Between gulps) Thanks.

Gina: When's the train gonna come?

Coco: Soon, I hope. :P

Peter: Engine 99 should be around any minute now. :)

(Even as Peter says this, an old-fashioned steam engine comes puffing around the corner. The train is painted all in blue and has a pleasant, wide-eyed face with a happy smile. A man in dark blue - Larry - pokes his head out of the front as it comes to a stop before the train station.)

Engine 99: (In a perky British accent) We're 'ere, Mistah Larry!

Micky: Twain! :D

Larry: (Pulls 99's whistle) All aboard for points south, including the Jerseyana Square, the Tower Square, the Richland Square, the Charestonia Square, and the Southland Square!

Peter: (Smiles) Hello, Mr. Larry! We're going to Cape Holly Beach to pick up supplies. (Sighs) We're wondering if you'd know how to get to the Emeralda Square. We need to talk to the wizard. I want some brains. Sir Michael (indicates the wolf besides him) wants his human form and courage back, and these children (indicates the kids) are looking for the little ones' mother.

Larry: At least you aren't chasing rabbits! ;) (Leans down at the twins) Aren't you cute ones? :) (He magically produces two large lollypops from behind his back. He gives a purple one to Shelly and a blue one to Micky.)

Shelly: Tank you! (Happily slurps her lollypop) :D

Micky: Tanks! *also slurps his lollipop happily* :D

*Micky then sticks out his blue tongue at Coco.* ;)

Coco: *groans* Oh, Mick... :P

Peter: Micky, be nice! :p

*Micky grins.* :D

Larry: (Leans over Sir Michael to pet him) Well, now, aren't you a handsome fellow?

Sir Michael: (Pulls away, whimpering) Wha...what are you gonna do? :(

Larry: It's all right, fella. I'm not going to hurt you. (Sir Michael sniffs him a bit, then allows Larry to pet him) What did they say your name was?

Sir Michael: M...Michael Del Naysmythe, sir.

Larry: (Frowns) THE Michael Del Naysmythe?

Engine 99: (Mouth forms an "o") But he's supposed to be with his armies in the Northland Square, many miles from here! :o

Sir Michael: I'm Sir Michael...or I was. :(

Peter: The Witch took his army and turned him into a wolf. :p

Larry: (Makes a face) That woman is a menace to society.

Engine 99: Even machines don't like her! :p

Larry: If Sir Michael is with you, you're probably being watched. The Witch has spies everywhere, not to mention the Magic Mirror. I'll take you to Cape Holly Beach. After that, it might be best to stick to the backroads until you get to the Southland Square. It's so busy there, the Witch would never strike.

Peter: That sounds good.

Sir Michael: As long as it won't hurt. :p :(

Larry: So (smiles), everyone ready for a ride? :D

Micky: ME! :D

Shelly: ME! :D

Coco: Definitely! :)

Debbie: I'm gonna fall over if I don't sit down soon! :p

Gina: I want something to eat other than Truffula fruits. :p

Engine 99: All aboard! :D

Larry: (Pushes Peter's hand aside as he hands him some copper coins) Son, you'll need all your money for supplies at Cape Holly Beach. This one's on me. :)

Peter: Wow, thanks! :D

(He and the kids clamor aboard. They walk down an old-fashioned train compartment and settle in an empty one, pushing all their knapsacks overhead.)

Debbie: (As the train lurches to life) Peter, could we have a look around? We've never been on a magical train before! :)

Gina: Or one that talks! :D

Coco: Yeah! :D

Sir Michael: I ain't goin' anywhere. There could be somethin' that eats wolves out there. :p

Peter: I doubt they'd let anything that eats wolves on the train.

Sir Michael: I'm stayin' right here. :p

Peter: (Shrugs) Suit yourself. I'm going to go with the children. It's been a long time since I last took a ride on Engine 99. :)

(They all file out, Peter and Coco holding the twins in their arms. Sir Michael suddenly realizes that he's all alone, with only the sound of the moving train. He sits their a few moments, shivering with fear, before he finally jumps off the seat and out the door.)

Sir Michael: Hey, wait for me! :o :p

(Sir Michael's words launch us into our next romp, "Steam Engine." Peter and the children walk through the train. Some of the occupants are normal-looking humans in fairy-tale clothes. Some of the occupants are upright-walking animals in fairy-tale clothes. Others are animals who walk on all fours but talk, like Sir Michael. And some aren't anything that's ever been seen on Earth.)

(One man has a suit and hat made entirely out of newspaper. He's also reading a paper when he realizes there's someone next to him. He finally sees Debbie reading the text on his suit. She grins sheepishly and walks away. :"> ;)

*Coco stops to chat with a green-skinned alien wearing a white tunic with an odd green symbol on it.* ;)

(Peter and Shelly are on the other side of the compartment from the newspaper man, talking to a goat in a suit and derby. The goat leans over and eats part of the man's paper. Neither seems to think anything's unusual. The man just keeps reading, and the goat returns to talking with the wide-eyed young man and toddler.)

(Sir Michael converses with other wolves and dogs, some on leashes.)

*There's several gnomes sharing the seats across from where Coco stopped. Micky toddles over to them. The gnomes all wear colored, pointy hats, and gather forward on the seats, gazing amazedly at Micky's blue tongue, as he's giving them an open-mouth grin.* :D

(Gina and Debbie go in the dining car. They're served roasted Truffula fruits and rabbitt sandwiches by penguin waiters, who also bring them sodas on the "rocks" - real rocks, of course. ;) )

(The twins get thrown in the air by a group of monkeys in the dining car. The monkeys try to get Sir Michael to play, too, but he pulls away in fear. They grab him and throw him around anyway, ignoring his frightened howls. The twins are having the time of their lives. ;) :D :o )

(Debbie gulps as she looks at her fellow club car occupants - four of the Mutations, all reading newspapers. :o )

(Peter is surrounded by small kittens and their mother. Peter helps the mother cat put mittens on the kittens, and then, joined by the twins, shares their pie. :) )

*Coco continues down the aisle and stops to chat with a curly, blond-haired fella who tells her that he's the "Flower Prince." She sits and listens intently...too intently as she eventually tunes out what he's saying and instead just stares at him, listening to the soothing tone of his voice.* ;) :D

(By the time the music has ended, the kids are all back in the compartment. The twins lay on Sir Michael; all three are napping. Peter looks out one window, Coco the other. Her sisters are next to her.)

Peter: (Strokes Sir Michael) Poor things. All the activity seems to have worn them out. :)

Debbie: The twins really like Sir Michael. They won't let anything hurt him. :)

Gina: They protected him from the Pigs yesterday! :)

Coco: *nods* Well, they love animals. They know that he really needs a good friend or two right now who just wanna hug him. ;) :)

Peter: (Puts his hand on Sir Michael) He's so upset. He blames himself for running out on his men, even though there probably wasn't much he could do to help them alone. He feels ashamed of being scared, since he's never been scared before.

Debbie: And it can't be easy to suddenly be a wolf when you're a human! :p

Coco: I sure wouldn't think so. :P

Gina: Do you really think we'll find help at Cape Holly Beach?

Peter: The Wizard isn't there, but we could get directions to the Emeralda Square and buy supplies and something to eat other than Truffula fruits and what we've had on the train.

(The train has been gradually slowing as they've talked, finally coming to a literally screeching halt. Peter sighs at the twins and Sir Michael.)

Peter: I hate to awaken them, but I think we're here. :)

Coco: They'll forgive you. ;)

Peter: (Shakes Sir Michael) Michael, we're here. We've arrived at Cape Holly Beach.

Sir Michael: Huh? (Frowns) Are there any flying pigs here? :(

Peter: I doubt it. They have no interest in this part of Storybook Land. The parties aren't wild enough. ;)

(Coco and Debbie gently shake the twins as Peter gets the knapsacks down.)

Debbie: Come on, guys. We're here. We're going to get something to eat and some supplies so we can look for Mommy. :)

Coco: Upsy-daisy, you two! :)

Micky: *grins sleepily* Food? :D

Shelly: Huh? (Yawns sleepily) Mommy here?

Debbie: (Shakes her head) Mommy's not here, but we're going to find her. :)

Coco: *chuckles* "Food." He is his father's son. ;)

Peter: His dad likes to eat, too? ;)

Debbie: Constantly. :p

Gina: And he's really thin! We don't know what he does with it! :o :p

Peter: Well, he must put it in his mouth! :)

Coco: *rolls her eyes* He works it off, always bouncing around and on the move. ;) :P

Peter: (Smiles) He sounds like fun. :)

Shelly: Daddy lotsa fun! Makes things go boom! :D

Micky: Go boom! :D

Peter: Boom? :-/

Sir Michael: (Voices rises) Boom? :o

Debbie: He doesn't hurt anyone! He just...blows things up.

Coco: The worst that he's done is made a mess. No injuries!

Sir Michael: I don't like loud noises. Wolves have sensitive ears. :p :(

Peter: I'm not crazy about them, either. They make me nervous. (Smiles) Is he a great inventor? They say the Wizard is a great inventor! He's created a box that can show moving pictures and another that makes music! :D

Coco: I don't know if I'd say he's a GREAT inventor, but, yes, he is an inventor.

Peter: That's wonderful! He must be much admired in your world. The wizard is one of the most powerful people in Storybook Land. :D

Coco: Much admired? By his wife, yes. ;) :P

Larry: (Pokes his head in) All off for Cape Holly Beach! (Smiles) I can recommend a great place to go for the night while you pick up supplies. My wife, Millie, has a wonderful inn and bakery, Millie's Old Holly Beach Inn, near the train station. It's on the main street and not a bad price, and my wife is a fine woman...and makes the best cheesecake in Storybook Land. ;)

Peter: Oooh, cheesecake... :D

Debbie: I could use some of that! :D

Shelly: Cheesecake! Yummy!

Micky: Yummy! :D

Larry: I'll walk you there. The train doesn't leave for the Tower Square for a while. :)

(We see the kids disembark with Larry, still in his blue suit. Engine 99 beams at him.)

Engine 99: On your way to see your wife, Mistah Larry, sir? :)

Larry: We won't be long, 99. I'm just going to get these kids settled in with Millie and talk to her for a few minutes. :)

Engine 99: Very well, sir. I'll be gettin' me coal filled in a few minutes, anyway. :)

(Larry leads the children into a small, airy town on the edge of a large lake. It looks like an old-fashioned beach town, with pretty Victorian and small New England saltbox-style homes and buisnesses. Children run into a one-room school in the shape of an apple with a giant abacus and slate for a roof. The church is all clapboard spires and steeples. A tall, weathered lighthouse stands majestically on the edge of the lakeshore at the end of town. Larry leads the group to one of the Victorian buildings. The holly-leaf shaped sign says "Miss Millie's Old Holly Beach Inn and Bakery" in fancy script.)

(They follow Larry inside. It looks like a Victorian tea parlor, with a fireplace and wire tables and chairs and a long wood counter in the front. Millie herself, dressed in a pink gingham dress and white frilly apron, a white lace cap on her head, comes out to the counter with a cake decorated in fluffy white icing. Millie grins when she sees Larry and immediately puts the cake down.)

Millie: Larry, you're back! When did you get in? (Gives him a hug)

Larry: Just a few minutes ago. I have to make the Southland Square run, (sighs) but I wanted to see you before I left. (Nods at the kids) These children need a place to stay for the night. They're on their way to the Emeralda Square. :)

Millie: That's quite a journey for a group of kids and a wolf.

Peter: (Nods) We're here to get supplies and to rest for the night. We've been traveling all day, and we're going to travel all day tomorrow, too.

Millie: Well, why don't I talk to Larry and see if I can't get you kids settled in for the night? (Calls to the back room, behind the counter) Em? Emma, we have customers! Em! (Sighs) She must have her nose in a book again. That girl is so easily distracted. :p

Emma: Huh? (She pokes her head out from the back room) I'm coming, Millie! I was in the middle of Chapter 4, and it was getting good! :p

(Emma emerges in a yellow gingham gown, white stockings, brick red shoes, and a yellow ribbon around her loose curls. She's tying a brick-red apron shakily embroidered with daisies around her waist as she comes out; a paperback book sticks out of the pocket of her apron.)

Millie: Emma, you handle the customers and get them settled while Larry and I talk. (Grins at Larry) Come on, honey, I just made your favorite, Peaches and Cream Cheesecake. ;)

Larry: Oooh, got any fresh coffee? :D

Millie: There should be a little. ;) (They walk into the back room; Emma goes to their table. Michael lays under the table, staring at her)

Emma: Hi there, everyone. My name is Emma, and it looks like I'm going to get you something to eat. What will you have? :)

Peter: Plain cheesecake, please. :)

Shelly: Waspberry cheesecake! :D

Micky: Chocolate, pwease! :D

Debbie: Actually, that Peaches and Cream sounds good. :)

Coco: Strawberry, please. :)

Gina: I'll take the Chocolate, too.

Emma: (Nods, but her mind isn't on the order) Uh huh. Ok. I'll be right back. :)

(She returns to the back room. Sir Michael whimpers under the table.)

Peter: Michael, what's wrong?

Sir Michael: Emma...she's the prettiest girl I've ever seen. :X

Debbie: Why don't you say 'hi'?

Sir Michael: I can't! Not like this! I'm too scared! She'd run away from a wolf...or laugh in my face or taunt me for what I've become. :(

Peter: (Blushes) I'm not very good with girls, either. I never know what to say to a girl. :">

Debbie: She doesn't look like she'd do that!

Coco: Go ahead, Michael! At least let her pet you! :) ;)

Sir Michael: I...I don't know...

(Emma comes back out with the cheesecake slices, but her mind clearly isn't on the food. She puts down the slices and fingers her book. There's more whimpering from under the table.)

Emma: What in the...(she looks under the table...and sees Michael there, trying to pull back between Peter's legs) Hi there, fella! What's wrong with you? Not used to being in such a big town?

Sir Michael: I...I'm real scared. I ain't never been scared before. :(

Emma: (Laughs) Everyone gets scared every now and then! Even I get scared sometimes. (She reaches out to touch him, but he pulls away.)

Sir Michael: Are you...can I...will you...

Emma: I won't hurt you.

(Whimpering, the wolf finally inches out from under the table and sniffs at Emma before letting her stroke his head, then his back.)

Emma: What's wrong with you, boy? Someone must have done something horrible to you to make you so frightened!

Shelly: Witch hurt wolfie! :(

Emma: (Makes a face) Figures. Grizelda WOULD have something to do with this. :p X(

Micky: Witch mean to wolfie! :(

Sir Michael: The witch captured me and took my courage, so I couldn't fight her. :( :((

Emma: (Holds the wolf close to her and rubs his back) My god, you poor dear. (Stands) I'll go see if we have some extra-juicy bones, and maybe we can spare that steak Millie was going to make Larry for dinner. We could get him another one at the butcher's. ;)

(She goes into the back room as the group digs into the cheesecake.)

Debbie: Oooh, this is good stuff! :D

Coco: Very good! :D

Sir Michael: (Looks after Emma) She...she likes me...

Peter: (Grins) This is the best cheesecake I've ever had. :D

Shelly: Good! (Shows her empty plate) All done! :)

Micky: Me too! Done! *also shows his empty plate* :D

Peter: Wow, you kids eat fast! :o

Debbie: They're Micky's kids. ;)

Coco: They don't eat, they INHALE! ;) :))

(Emma comes back out with the raw steak and some bones on a plate and a bowl of water.)

Sir Michael: Thanks! I ain't eaten anythin' decent in days! :p :D

Emma: (Sits at the table) Wow, you kids really must have been hungry! :)

Shelly: Weelly hungry! :D

Micky: Tummy was gwowling! Not now! :D ;)

Sir Michael: (Gnaws on the steak) Tell me about it, kid. :p

Emma: So, (joins them at the table) where are you from?

Peter: Well, I was born in the Washingtonia Square, but was raised in Grenwich near Yorkalia...

Emma: Recently. :p

Peter: Oh, we just came from the Truffula Forest. We're on the way to see the Wizard! :D

Emma: Wow. I've wanted to see the Wizard for years. :o

Peter: I'm going to ask the Wizard for some brains, and Sir Michael wants courage.

Debbie: We just want to find the kids' mom and go home. :p

Coco: Before we get in trouble, preferably. :P

Emma: It's not easy to see the Wizard. There are people who have tried to get in for years! :o

Peter: He's got to see us!

Sir Michael: What if he doesn't let us in? :o :(

Peter: He will, Michael! You'll see! :D

Emma: (Sighs) I've wanted to leave here for ages, but Millie's needed my help. I'm her apprentice, but only because it's the only job I could find in this town that pays my rent. :p

Peter: I love being Bennett's apprentice! We're healers! We heal the injuries of the animals and travelers in the Truffula Forest! :D

Emma: I wish I shared your enthusiam about my job. I don't mind the baking part, but most of our customers aren't as nice as you, and I'd rather be reading or writing. :p

Peter: Maybe the Wizard can help you, too!

Emma: (Shakes her head) I'm not looking for brains or courage, just direction.

Peter: (Puts his hand on her shoulder) Emma, you're very lonely. You like Millie and don't want to leave her or your family, but you feel trapped in this little town and want to live someplace where you're really needed.

Emma: (Frowns) How did you know that?

Peter: My other powers, the ones I was born with. I know how people are feeling.

Emma: (Sighs) I just want to write somewhere that isn't HERE. There isn't much for writers here. The Cape Holly Beach Star Register has all the writers it needs. It wants salespeople, and I don't like selling things. I want to tell fantastic stories and make people happy. All I do now is handle the obnoxious tourists who pass through on the train. :p

(A group of elderly ladies in fancy gowns and huge plumed hats enter at that moment, all chattering and squawking, their noses in the air. Emma sighs and attends to them.)

Old Woman 1: Excuse us, young lady, but what is the cheapest room you have in this establishment?

Emma: We have rooms for 20 silver guilders for a group of four.

Old Woman 2: That's rather expensive, isn't it?

Emma: (Makes a face) It's not that different anywhere else.

Old Woman 3: We'll take it.

Old Woman 4: Muffy, THIS place?

Muffy: It has food, doesn't it? (Nods at the counter) We'll have a box of scones with clotted cream and raspberry jam to go, and quickly! Our tour train is waiting for us!

Emma: (Grits her teeth, but smiles) Very well, ladies. I'll go talk to Miss Millie and see if she's ready to attend to you. (Goes in the back room)

Sir Michael: (Gulps) I don't like those ladies. They cluck like a flock of hens!

Coco: Stuffy is more like it. :P

Emma: (Comes back and sighs) I hate the tour trains. :P

(Millie comes out to the counter, and the ladies all flock around her.)

Sir Michael: What's the best place for buyin' supplies here? (Gnaws on a bone) Yum, these are good. My compliments to the cow. ;)

Emma: Stainton's General Store is a few blocks down. Maybe Millie would let me take you there. They should have everything you need. (As more ladies in feathered hats come in the store) Millie, can I take the kids to find supplies?

Millie: (Nods, distracted) Sure. Just be back in time to help with the crowds coming off of the beach.

Emma: Ok, Mil. (Returns to the kids) You can put your things upstairs. I'll show you around after that. (She takes them to a narrow wood staircase in a pretty living room with a fireplace, soft furniture, and light green wallpaper with daisies on it) Your rooms are upstairs. Michael and Peter can sleep in one room, and the kids can have the one across from them. I'll be down here when you're ready. :)

(Cut to the main street. Emma leads them past horse-drawn buggies and carts filled with vegetables. She looks longingly at a bookstore with blank books in the window, but moves on with the others.)

Sir Michael: What was so interestin' about that bookstore?

Emma: The bookstore is one of my favorite places in town! I'm always buying new books to write in there, and new things to read. I was there yesterday, and I bought this book. (Holds out the one in her pocket) It's about a princess who falls in love with what she thinks is a nobleman, but is really a tailor in town to collect debts from her brother. :)

Sir Michael: Ain't you afraid somethin' gonna fall on you, or you'll get a headache or somethin'?

Emma: Books are something I'm NEVER afraid of! The only thing I'm afraid of is that I'll never get to read and write as much as I want. I went to school to become a great writer, but all I am now is a bakeress' apprentice. I'm starting to wonder if it was a waste of time to go to school. :p :(

Sir Michael: Don't think that way, Emma! You seem like a real nice girl to me, and smart. You handled those old hens in the bakery pretty well.

Coco: *nudges Debbie; whispers* I think they're starting to get along pretty well. ;)

Debbie: (Grins) Yeah. Sir Michael isn't trying to run away from her, and she seems happy around him. ;) :)

Emma: I'm just...(kicks the dirt road, a cloud of dust puffing up)...I don't know WHAT I am. I know I want to leave Cape Holly Beach, I can tell you THAT much.

Sir Michael: (In a small voice) M...m...maybe you could come with us?

Emma: Come with you?

Peter: Sir Michael, that's a great idea! Maybe the Wizard could give you something to write about! He might have room for you! :)

Coco: Yeah! That's a wonderful idea! :)

Emma: I'm just a bakeress' apprentice. The Wizard wouldn't need me!

Sir Michael: If he doesn’t, (near whisper) I do. :X

*Coco grins.* :)

Emma: You're just a wolf. (Smiles) There's something about you, though. You're not what you seem. (Strokes his fur again)

Sir Michael: No, I'm not.

(They arrive at the General Store. It's one room filled from top to bottom with all kinds of things, from jams and jellies to baked goods, from clothes to cloth to cups and silverware, from furniture to toys. The twins, of course, immediatly run over to the toys.)

Shelly: Lookit! (Takes a rag doll and hugs it) Dolly pwetty. :)

(Micky climbs on a rocking horse and starts rocking back and forth vigerously. :D)

Micky: Wheeeeee!!! Me cowboy! :D

Sir Michael: Yipes! Watch my tail! (Runs away from the little boy) :p

Peter: Oh Michael! :)

Coco: Micky... *goes over to the rocking horse and keeps an eye on the little boy* :)

Emma: I'll help you round up supplies. You'll need clothing for yourself and the children, raincoats and boots, jarred and canned foods, dried meat and bones from the butcher for the wolf, water and tea for everyone, sleeping bags and a tent, and pans to cook with.

Peter: Wow, how'd you know all that?

Emma: Same supply list many of our guests who are on long journeys make up.

(Sir Michael joins Coco near Micky, but not so close that his tail is in danger. Coco strokes him as he watches Emma bustle around and put items in Peter's arms. Shelly brings a box of toy soldiers over to her brother, and they play with them on the floor. :) )

Sir Michael: God, she's amazing...

Coco: You're doing well with her, Michael. I can't wait to see you in action with her when you're human again. ;) :)

Sir Michael: I...don't know if I'll ever be human again, or if she'll want me even when I am. What would she want with a coward?

Coco: You'll be human again, and you won't be a coward anymore, either! Besides, I think she likes you just fine right now as you are. :)

Sir Michael: She just thinks I'm your pet. She laughed when I said I wanted her earlier. :(

Coco: *sighs* I know you don't believe me now, but you'll see. Just you wait until we get in to see the Wizard. ;)

Sir Michael: Do you think the Wizard could help me show her how much I care about her?

Coco: I think so. From the sounds of it, he can do anything!

Sir Michael: (Watches Emma) I hope so.

Peter: (He, Emma, and the girls rejoin the others) We're just about ready. We're going to leave first thing in the morning. :)

Coco: Okay. *nods* :)

Emma: I wish I could come with you.

Sir Michael: You mean, you aren't coming? :(

Emma: I've got to talk to my parents, and to Millie. I have responsibilities here.

Debbie: Why don't you come with us? You're nice, and you seem to know what you're doing.

Emma: I haven't done much traveling outside of the Jerseyana Square. I only know what the tourists passing through have told me.

Coco: So?

Sir Michael: Emma, please come with us. (Puts a paw on her knee) I'd miss you if you weren't there. :(

Emma: (Sighs) I'll talk to my family tonight. We'll see, ok?

Sir Michael: Good. I...I think you're a nice girl. :X

Emma: I think you're a nice wolf...for a wolf. There's just something about you... (strokes his head again) Let's head back to the bakery and talk to Millie. I'm almost done with my apprenticeship, anyway. Maybe she'd let me out of the last leg.

(They walk back to the Inn with their packages and the box of toy soldiers for the twins. The twins stand on either side of Sir Michael, keeping an eye on him. Emma walks alongside. Millie is swamped with tables of chattering elderly ladies and men when Emma comes in.)

Millie: Em, thank god you're back. We got a tour train load, and are they ever a pain! They all want cheesecake with no cheese, raspberry scones with no fat or sweetener, orange tea bread with no acid, and nut bread with no nuts crunchier than marshmallows. :p

Emma: Millie...(gulps)...this is hard, but...I want out of my apprenticeship.

Millie: What? In the middle of this crowd?

Emma: I’ll help you tonight if you let me go tomorrow.

Millie: You only have a few weeks left.

Emma: Millie, I don't want to be a baker. I love baking, but that's not what I want to do for the rest of my life. I want to create new stories, new characters and situations for Storybook Land. I want to make people happy with my writing, and I'm not doing that holing up here.

Millie: Em, I know you've felt this way for a long time. I guess I didn't want to admit to myself that you'd grown out of this one-horse burg. You're such a nice girl. The customers think you're a dear.

Emma: I'm glad they do, but I don't really like dealing with so many people at one time. I hate crowds and noise. All I ever wanted was to write.

Millie: Honey...I don't know what your folks say, but I'm gonna release you from your apprenticeship. (Chuckles) Your mind isn't really on the job, anyway. The other day, you gave me orders for Princess and Tailor Over Easy, with a side helping of Party in the Villa. ;)

Emma: Really? (Leans over and gives Millie a big hug) Thank you, Millie! :D

Millie: You're welcome, dear.

Old Man 1: (Calling) Um, could you two possibly break it up and give us some service?

Old Man 2: How about some coffee?

Old Woman 1: Where's my danish?

Old Woman 2: I want my sugar-free sweet rolls!

Emma: You won't regret this, Millie. (Takes a pad and goes to the group) Coming! :p

(Cut to the Pad. Millie grins at Larry.)

Larry: That's our part.

Emma: Did you mean all that, Mil?

Millie: Yeah, Em. You're a nice girl and I've heard good things about you at the Acme.

Peter: Who wants to go next?

Valerie: I think it's my turn now. (She grins and puts an arm around Peter) So, the kids met Millie and Larry by the tracks the next morning...

(Cut to the next morning. Emma, Peter, Sir Michael, and the kids stand by Engine 99, Larry, and Millie. They give the group a hug. Emma now wears a simple brick-red tunic with brown pants and soft brown boots, her hair pulled back with a brown ribbon. The children are all dressed more like Peter and Emma in peasant tunics, pants, and boots. All have backpacks and walking sticks and wear long jackets. They embrace Millie and Larry in turn.)

Larry: We wish you folks all the luck in Storybook Land!

Engine 99: Why not take me? I could get you to Southland in 'alf the time! :D

Peter: We don't have much money left.

Sir Michael: (Mutters) And we don't want to encourage the Flyin' Pigs to chase me onto a movin' train. :p

Millie: (Gives Emma a big hug) I hope you find what you're looking for, honey.

Emma: I hope I do too, Mil.

Larry: You're taking a big risk by leaving home like this, Emma.

Emma: I know (smiles), but I think it's what I need. I've been cooped up in that little town too long. I need something to write about! :D

Larry: Be careful! Watch out for the witch!

Millie: And the five thousand other weird things that live out there in the wild. :p

Sir Michael: (Whimpers and hides behind the twins) Th...thanks for remindin' me. :p

Debbie: Great, now he'll NEVER move. :p

Coco: Wonderful. :P

Emma: (Glares at the wolf) Stop being a baby!

Sir Michael: I don't wanna get eaten by a monster!

Emma: Nothing will eat you! I promise!

Sir Michael: Really?

Emma: Really. (Sighs) You know, for a wolf, you're a great big coward! :p

Sir Michael: (Whine) I know. :(

Debbie: (Mutters to Coco) And they were doing so WELL. :p

Coco: *sighs; mutters* I know. :P

(Millie and Larry wave good-bye to the travelers as they take off. Engine 99 even gives them a few farewell toots. :D)

(The walk out onto the beautiful, grassy, green plains, following a long, winding river shaded by silvery and gold-flocked green trees, to the tune of "Take A Giant Step." The twins chase butterflies and watch fish jump in the river. Peter chats with Emma and Coco. Debbie and Gina shove and tease each other. Sir Michael stays behind, watching Emma wistfully when he's not jumping at shadows.)

(As the music ends, the group comes upon a tall tower in the middle of a clearing surrounded by gold and silver-green trees. Peter gasps; Emma grins.)

Emma: Wow, it's the Rapunzel Tower! I didn't think it still existed!

Peter: I thought it was taken down years ago!

Coco: This is amazing! :-O

(The tower is an obviously old structure, made of crumbling brick and covered with vines.)

Peter: This is where Princess Rapunzel was rescued many years ago! She's dead now, but her husband and her daughter rule the Tower Square.

(That's when a rustling is heard. Sir Michael looks up...and lets out a squeal.)

Sir Michael: It's HER! Grizelda! Run! (He takes off into the woods and quakes behind a tree) :o

Emma: Maybe we'd better follow him. We don't know what she's up to.

Peter: She might hurt US.

Coco: *nods* Good idea.

(They all duck into the grove of silver and gold-green trees. Witch Grizelda gets off of her flying vaccumn cleaner and goes under the tower's only window.)

Grizelda: Hey, Valeria, toss your hair! ;)

Valeria: (From the window) I'm coming! Hold your horses! :p (Peter's eyes fly open as a beautiful young woman...Valerie...comes to the window. She wears a golden gown that glitters like the sun and a tiara made of delicate gold and star-shaped topaz stones. She lets down a long, thick auburn braid that stretches almost to the ground. The witch climbs it.)

Peter: (Breathless) Wow...she's pretty...

Sir Michael: What if the witch is gonna hurt her like she hurt me? :o

Shelly: Poor girl! :(

Debbie: I think we should help her!

Micky: Help! :(

Emma: I do, too. She could be in trouble.

Sir Michael: Now, wait just a minute...

(But Peter is already heading for the tower. The kids follow, but Sir Michael holds back, hiding in the trees.)

Emma: (Turns to Sir Michael, her hands on her hips) If you're going to behave like a cub, fine, but I want to help that young lady! What if the witch has hurt her in some way? What if she's going to kill her? (She runs off and joins the others, who stand under the window, barely breathing. We cut to the witch and the young woman in the tower. The old tower is bare of all decorations except for a few broken pieces of furnature, a few utensils and kitchen things, and a pallet of straw.)

Valeria: How long to do you plan on keeping me here? You know my father will never give you the vast treasures of the Tower Square. :p

Grizelda: As long as necessary. >:)

Valeria: (Sits on a stool and brushes her long, long hair) We won't give in to your demands, Grizelda. Magic is fading from Storybook Land. Sooner or later, yours is going to fade, too.

Grizelda: I doubt that will happen, but if for some reason it does, I'll be one of the last remaining creatures with power. *points at Valeria* And if certain people don't want me to use those powers, they'll do what I say! :P

Valeria: I won't give into your demands, either. I don't care if you have my wand. You won't get the others. The Northland and the Southland are too well protected, and no one knows where Princess Laurette is. :p

Grizelda: Don't be so sure about that! :P

Valeria: (Turns away from the Witch) I want you to leave.

Grizelda: Not yet.

(Cut to the others on the ground. They all exchange looks.)

Emma: There's got to be a way to get the witch out of there!

Peter: Maybe we could make a distraction!

Debbie: How?

Peter: (Grins) Music! We could sing! :D

Coco: Yeah! :D

Shelly: Play music!

Emma: (Sighs) I don't know how to play an instrument. :p

Peter: Just sing, then!

(Peter takes his guitar out of the knapsack and begins to sing "Tear the Top Off My Head." The kids dance along. The trees start to sway in time to the music. The flowers burst into color and start singing. The birds chirp along with the song. Even Michael emerges briefly to howl along. Animals dance; leaves glitter and shake gold and silver dust over the scene. The sunbeams give the video a psychadelic look.)

(As the video ends, the witch finally looks out the window. She takes off on her vacumn cleaner to find the source of the racket. The kids duck and Michael takes off for the trees again.)

Debbie: That was close! :p

Shelly: Go see pretty lady?

Peter: I'll do it. And I know how, too. (Looks up and does his best imitation of the Witch) Valeria, Valeria, let down your hair! (Grins at the kids) I always wanted to say that! ;)

Valeria: (Lets down her hair; Peter climbs it) Now...(eyes widen and she pulls back as Peter emerges)...what. (She pulls back further) Who are you?

Peter: Don't be afraid. I mean you know harm. I'm Peter, a healer from Grenwich near Yorkalia.

Valeria: (Nods) I'm the Princess Valeria of the Tower Square. The witch is keeping me here until my father gives her his vast wealth.

Peter: That's terrible! How can we help you?

Valeria: (Looks into his eyes) Well, first...you could give me a kiss.

Peter: I don't know...(but Valeria pulls him into a deep, passionate smooch. She's beaming and he's blushing when they come up) WOW! :D :o :X

Valeria: I...I've never kissed a boy before.

Peter: I've never talked to any girl without saying something stupid. :p

Valeria: You're not stupid!

Peter: I'm not?

Valeria: You distracted the witch and fooled me, didn't you? That took some brains.

Peter: Really? :D

Valeria: (Nods) Really. (Sighs) You wouldn't have any idea of how to get out of here, would you? There's no ladders or ropes in here, and I can't climb my own hair.

Peter: I have the Truffula silk bandages in my bag. They're stronger than the strongest elephant, and should be able to get you down. Lower me back to the ground, and I'll be right back! :D (She does so. The others gather around him as he comes down)

Coco: Well? :)

(Unfortuantly, the Witch flies back from behind with the Flying Pigs. They see the kids, though the kids and Valeria don't see them.)

Peter: She...she likes me. She kissed me. :D :X :">

Emma: Something happened up there. You look like you're on fire. ;)

Peter: She's so sweet and beautiful. She says I'm smart. :D :X

Emma: She's right! :)

Peter: We've got to get these bandages up to her! The witch could come back any minute!

(The kids don't notice the witch shutting off the engine on her vaccum cleaner and sneaking into the tower room as Valeria pulls up her hair.)

Valeria: (Sighs and blows a kiss) I'll be awaiting you, healer of my heart, my smart man. (She turns around dreamily...and jumps back when she runs into Grizelda) Geez, what were you trying to do, give me a heart attack? Couldn't you warn people when you pop and out? My heart can't take the surprise! :p ;)

Grizelda: *makes a face* Now why would I want to warn people, huh? The fun of surprising people is seeing their reaction! *pauses* And just what's going on here, hmm? :P

Valeria: Oh, I was just talking to the woodland animals. Most of them CAN talk, you know. ;)

Grizelda: I'm not buying that, dear. :P

Valeria: (Walks slowly back from the window) Grizelda, there's no one else here.

Grizelda: Then what's with that bunch down there below the tower?

Pigsly: (Smirks) I think the Princess dame is lyin', your ladyship.

Porker: Der's a buncha people down by the tower, and they're all playin' with bandages!

Grizelda: I KNOW that! I saw them as we were flying in! *rolls her eyes* It's so hard to find good, SMART help. *sighs* :P

Valeria: Must be some itinerant traveling healers. ;)

Flying Pig 3: I think she's fibbing, lady. That looks like the old man's apprentice.

Porker: And those are the kids we saw earlier with the wolf!

Valeria: I don't know anything about apprentices or wolves! You're barking up the wrong tree. :p

Grizelda: *glares at the pigs* Yes, I recognized them, thank you. *turns back to Valeria* I could've sworn I saw the old man's apprentice getting off your hair at the bottom of the tower as we got closer.

Valeria: No, that was just one of the animals nibbing at it as I let it out to air. ;)

Grizelda: *shakes her head* I don't believe you. I think I need to make sure they can't help you in any way. *makes a pair of scissors appear in her hand*

Valeria: What are you doing? :o

Grizelda: I'm going to keep you from going for help. *yanks Valeria’s hair and snips off the long braid just above Valeria's shoulders* There. *holds it up, grinning evilly* >:)

Valeria: No! My hair! (She lunges at the witch, but the pigs all jump on her and hold her back)

Pigsly: What are we gonna do with her? She's kinda cute. ;)

Valeria: Don't hurt me! I'll scream! X(

Grizelda: Now, now, my dear. Let me consider some ideas. ;) >:)

(Valeria does, indeed, scream...but the pigs throw their hooves over her mouth.)

Grizelda: *frowns* I really wish you hadn't done that! :P

Pigsly: What if she was less pretty? Less like a princess? ;) >:)

Porker: Turn into somethin' so nasty, her healer boyfriend won't recognize her! >:) :D

(Valeria shakes her head, screaming and struggling. :o :( X( )

Peter: (Calls from below) Valeria, what's going on?

Debbie: Are you ok?

Peter: Valeria, let down your hair!

Grizelda: Hmmm. Very interesting options, boys. You're already redeeming yourselves. Yes, let’s make her something ugly. *grins* And I have another idea. ;) >:)

(Valeria continues screaming. She stamps on Porker's hooves, then elbows Pigsly. They let her go and she runs to the window.)

Valeria: Peter, be careful! It's... (but the pigs pull her back before she can complete her warning and before anyone can see her shorn locks)

Peter: (Below; in horror) VALERIA! What's happening? :o

Emma: The witch has her!

Grizelda: (Glares at Valeria) You're going to pay for that! :P

(The pigs are all holding the princess in the golden gown on the floor. She struggles as hard as she can, screaming and yelling under their hooves.)

*Grizelda makes her familiar red glow appear in her hands and sends it off onto Valeria. The glow completely surrounds Valeria. When it fades, she's been turned into a pig. Grizelda grins.* ;) >:)

Pigsly: Hey, look, Her Royal Highness is a relation! ;)

Porker: Nahh, we ain't this ugly! ;)

Grizelda: Oh no? :P ;)

(The pig, which still wears Valeria's golden tiara, continues to grunt and struggle in the Flying Pigs' arms.)

Pigsly: What do you want us to do with her? ;)

Grizelda: Take her back to the Palace. Show her what it's like to be a pig. ;)

Porker: She ain't gonna need this anymore, then! We'll stick her in the pen with your pigs! (Hands Grizelda Valeria's golden tiara)

Grizelda: *nods* Thank you.

Flying Pig 3: It would look better on you anyway, your ladyship. You're so much prettier than she is, even when she's human. ;)

(All the Flying Pigs nod in agreement...then make faces when Grizelda isn't looking. ;) :p)

Pigsly: Hey, babe, why don't you trick that little healer of hers?

(Valeria squeals as they take the tiara, but they put her in a burlap sack.)

Grizelda: *swings the braid in her hand* That's exactly what I had in mind. ;)

Pigsly: Good luck. Hope you get him. He ain't bad lookin'. Maybe you could keep him human and make him your high prince. ;)

(The pig in the sack continues to move about and squeal, but the squeals are muffled by the sack.)

Grizelda: He isn't bad-looking, but he’s not quite what I've had in mind. I wouldn't mind having him as A prince, at least. ;)

Pigsly: Want us to leave you two (grins and emphasizes the last word) ALONE? ;)

(The pigs all wolf whistle and make kissing noises. ;) )

(The pig continues to squeal and struggle, but Pigsly throws the sack over his shoulder and smacks it.)

Pigsly: (to the pig in the sack) Knock it off. You ain't a princess no more.

Grizelda: *eyes narrow* Yes, I WOULD like for you to leave, if just for the fact that you're all getting VERY annoying! *sighs* :P

Pigsly: Ahh, lay off, guys. (Grins) Let her spend some time with LOVER BOY! ;) (He takes off with the sack and the other pigs before Grizelda can get any angrier.)

(Cut back to the bottom of the tower. The kids and Peter all look worried. Michael has joined them.)

Sir Michael: I TOLD you there was something wrong! :p

Peter: Valeria, Valeria, let down your hair! (Nothing happens)

Coco: What's going on up there?

Debbie: I heard pigs!

Shelly: Bad piggies! :p

Micky: Don't like piggies! :P

Sir Michael: (Pulls behind Peter) Oh, god no, not them! :o :(

Peter: I hope they haven't hurt Valeria! :(

Emma: Maybe you could try one more time. She just might not have heard you.

Sir Michael: I don't think that's a good idea. What if the witch is up there?

Emma: What if Valeria's in trouble?

Peter: Well, here goes nothin'. (Calls as loud as he can) VALERIA, VALERIA, LET DOWN YOUR HAIR!

*It's takes a few seconds, but the long braid is eventually throw out the window.*

Peter: (Grins) Valeria! You're ok! (Starts to climb, but Sir Michael tugs at Peter's pants leg)

Sir Michael: I don't like this. (Calls up) How do we know you're Valeria?

Peter: Of course it is! Don't you see the hair?

*There's a tug on the hair, beckoning for Peter to climb.*

Peter: (Nods as a head wearing a golden tiara trimmed with topaz appears in the window) See? Nothing's wrong! I'll be down with Valeria in a minute. (He climbs the long, auburn hair, the bandage rope in his hands. As he gets to the top) Oh, Val, I'm so glad you're all right. We...

Grizelda: *with the hair momentarily part of her own auburn locks* ...Were trying to rescue dear Valeria. So I noticed. *a red glow and the braid is back dangling in her hand* :P

Peter: (As the witch pulls him in) You're not Valeria! You're Witch Grizelda! :o

Grizelda: How very perceptive of you! :P

Peter: Where's Valeria? What did you do to her?

Grizelda: Oh, we took her out of this stuffy tower, moved her somewhere better. *smirks*

Peter: Bring her back! I love her! :o

Grizelda: Interesting, but, no, I'm not bringing her back. Not as long as her father won't give up his wealth!

Emma: (Calls from below) Peter, are you ok?

Peter: (Calls back down) No, I'm not! The witch is here! :o (Turns to the witch) What do you want with me? :(

(There's a howl from below and a groan.)

Emma: Darn it! Sir Michael took off again. :p

Grizelda: I could use a nice prince. ;)

Peter: I'm not a prince! I'm just a peasant healer, and not even a very smart one. :(

Grizelda: Oh, but I could fix that. ;)

(The witch doesn't notice Peter drop the bandages out of the window in his fright. The end catches a hook in the window frame.)

Peter: (As the witch backs him against the wall on the opposite end of the tower) What do you mean? Will you hurt me, the way you hurt Sir Michael? :o :(

Grizelda: Not quite in the same manner. ;)

(The witch gently brushes Peter's hair away from his face, too intent on her victim to hear the sounds of three people coming up the bandages. ;) )

Peter: No, please! I'm just a lowly peasant, not even a very bright one! You couldn't possibly want me! Besides, I love Valeria with every last bit of my heart! :(

Grizelda: You just met her, didn't you? I could use a nice peasant, more than she could!

Peter: N...no...

*Grizelda's red glow appears again...*

(And fades as she's hit from behind by a Truffula fruit. More and more fruits pelt her. Peter runs out from under her arms and over to Emma, Coco, and Gina, who throw fruits from their packs as hard as they can.)

Gina: Hey, these fruits DO have uses other than dinner! :D

Emma: Leave him alone!

*Grizelda screams, aggravated.* :P

Peter: Thanks, guys! #:-S

Emma: Come on. Let's get out of here, before she tries for Peter again!

(Coco and Gina throw a few parting shots at the witch as they all scramble down the bandages. Peter pulls the bandages off the tower as well he can when they're all down.)

Sir Michael: (Emerges cautiouly from the trees) Are you ok?

Emma: Yeah, we're fine, no thanks to you. :p X(

(Sir Michael only whimpers. :( )

Peter: Let's get out of here, before that witch realizes what's happening!

Coco: Sounds like a good idea to me! :P

Debbie: (She holds the twins' hands) Someone take the kids. They're not going to be able to run fast enough.

Peter: (Picks up Micky) Right. (Nods at the boy) We've got to get away quickly, Micky. Are you ready?

(Coco takes Shelly.)

Micky: *nods vigorously* Yeah!

Coco: Up we go, Miss Shelly. :)

Shelly: Yay! Ride! :D

Sir Michael: Come on! She'll be after us!

Peter: Let's go! (They all take off as fast as they can into the woods.)