(Cooler, Whopper, Nose Marie, Bright Eyes and Howler stopped running panting)

Cooler: (pants) We'll never catch them.

Whopper: (pants) They're too fast.

Howler: (looking down at Franklin sleeping on the ground and points at him) Say, is that...

[Thunderclap wakes Duchess, Babar, Franklin, Lord Rataxes and Victor up]

Duchess: Oh! Oh, where are we?

Lord Rataxes: How did we get here?

Babar: We are not her owner's house at all.

Duchess: Children, where are you? Answer me! Berlioz? Toulouse, Marie, where are you?

Marie: Here we are, mama.

Franklin: Beaver, Bear, Goose, Fox, Dodger, Leonard, Celeste, you're okay.

Duchess: Marie, darling.

Celeste: (in Duchess's voice) Are you all right?

Babar: We are, Celeste. (to Marie) How about you?

Marie: Uh, I guess I had a nightmare and fell out of bed.

Duchess: Now Marie, darling, don't be frightened.

Berlioz (off-screen): Mama!

Tito: (off-screen) Dodger!

Marie: That's Berlioz.

Franklin: And Tito.

Duchess: Over here, darling. Berlioz, here we are. And don't worry, everything is going to be all right.

Berlioz (wet and miserable): I'm coming, mama. Gee, I'm cold and I'm w-wet.

Tito: So am I.

[Frog croaks]

Berlioz: Mama?

[Frog croaks loud]

Tito: Aye, it's a monster!

Berlioz (frightened): Mama!

[Tito and Berlioz runs to Duchess]

Duchess (laughing) Oh, darling. That's only a little frog, my love.

Tito: But he had a mouth like a hippolotamus.

[Frog croaks and Berlioz snugs to Duchess. Marie giggles]

Berlioz: Oh, what's so funny?

Duchess: Now, now, darlings. Darlings, now you just stay here, and I'll go and I'll look for Toulouse. [she walks away from the basket and two kittens] Toulouse! Toulouse, where are you?

Marie: Toulouse!

Marie, Vitor, Franklin, Beaver, Bear, Fox, Goose and Berlioz: Toulouse!

[Toulouse, Slyly, Francis, Einstein and Rita shows up from the basket]

Marie: Toulouse!

Toulouse: Hey, what's all the yellin' about, huh?

Berlioz: Why didn't you answer?

Marie: Mama! He's been here all the time.

Duchess: Oh, thank goodness. Oh, are you all right?

[Duchess grooms Toulouse]

Rita: We were having the funny dreams.

Einstein: Edgar was in it. And we were all riding and bouncing along--

[Frogs croak]

Toulouse: Frogs? Uh-oh, it wasn't a dream. Edgar did this to us.

Duchess: Edgar? Tsk! Oh, darling, but that-- why, that's ridiculous.

Berlioz: Yeah, maybe you fell on your head, Toulouse.

Cooler: Hello there.

Dodger: Cooler, is it really you, buddy?

Cooler: The one and only, old friend.

Franklin: Who is he?

Cooler: I am Cooler.

Whopper: I am Whopper.

Nose Marie: I am Nose Marie.

Bright Eyes: My name is Bright Eyes.

Howler: And my name is Howler.

Bright Eyes: (in Ducky's voice) What is your name?

Franklin: My name is Franklin. 

Beaver: My name is Beaver. 

Snail: I am Snail. 

Fox: I am Fox 

Babar: I am Babar, King of Elephants. 

Rataxes: (like a gentleman) My name is Rataxes. 

Celeste: I am Babar's wife, Celeste. 

Victor: (like a gentleman) And my name's Victor. 

Whopper: It's very nice to meet you.

[Another thunder]

Marie: Mama, I'm afraid! I wanna go home.

Duchess: Now, now, my darling. Don't be frightened. [Loud thunder makes Duchess scream a little] Oh dear, oh dear! Let's get into the basket, all of us.

Toulouse: What's gonna happen to us?

Duchess: Well, darlings, I-- I just don't know. It does look hopeless, doesn't it?

Berlioz: I wish we were home with Madame right now.

Duchess: Oh. Poor Madame. She will be so worried when she finds us gone.

{cut to Madame at home, wakened by thunder}

Madame: Duchess? Kittens? Oh, my gracious! I had the most horrible dream about them. Thank goodness it was only a dream. Oh dear, what a terrible night. Now, now, my darlings. Don't be frightened. The storm will soon pass. [She opens a curtain to see the basket gone] Oh! Oh, no! They're gone! [She runs out the bedroom] Duchess? Kittens! Duchess! Where are you? [Roquefort shows up from his hole] They're gone! They're gone!

Roquefort: Duchess, kittens, gone? Why, that's terrible! But where? Why? Good heavens! Anything could happen to them on a night like this! Get- get washed down a storm drain, struck by lightning. Oh, they'll need help. I've just got to find them. [He runs out of the house] Duchess! Kittens! (Thunderclap) Duchess! Kittens! Kittens!

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