(Meanwhile, inside the cart of the train)

(Benjamin makes the straw to sleep)

(Kaa appears between the doorway)

Kaa: S-S-S-Say now. What have we here? (chuckles) An little elephant sssso very far away from home. You don't mind if I...keep you occupied for a little while, don't you? 

Benjamin: (Immediately closes his eyes to prevent himself from being hypnotized) Oh strewth, Little John! Horton! Help! A snake's trying to zap me with his eye magic!

Little John: (From outside the tent) Now just hold on a minute there, Kaa! Don't even think about it!

(Little John grabs Kaa)

Kaa: (chuckles nervously) Why, what a surprise.

Little John: All right snake-skin, what the heck are you doin' here for?!

Kaa: I--I--

Horton: Come on, you little backstabbing eel! Spit it out!

Kaa: You see, I...(gulps)...only wanted to put your friend to a relaxxxing sssleep cause I thought he ssseemed a bit... uh, troubled when I found him.

Little John: Yeah right, and I'm in the Russian Ballet! You're workin' for that no-good crook August and he sent you to bring us all to him, didn't he?

Kaa: All right, fine! You win! You're absssoulutely right, and I believe your fffriend, Jacob, isss nexxt in line to get...the boot.

Little John: (gasps) Holy cow! Horton, Benjy, we have to warn the others right now about August!

Benjamin: (Eyes also still shut) Righto, pal.

Kaa: Now, now. (his nervousness disappears and he begins to stare Little John) Let'sss not be too...hasssty, my friend.

(Little John immediately snaps his eyes shut as does Horton to prevent being hypnotized by Kaa)

Kaa: (Impatiently) Ahem! Look me when I'm speaking to you...

Little John: (Tries his hardest to keep his eyes closed) I'm not listenin'!

Kaa: Both eyes if you please...

(The snake then expands his eyes very wide and fires a massive contained wave of hypnosis magic that immediately forces all three heroes' eyes wide open in hypno-spirals, their mouths into rictus grins, then collapse to the ground in a state of blissful rest)

Kaa: Yesss, perfect... (Chuckles)

(Meanwhile, outside)

Pooh: (chuckles) Isn't this wonderful?

Alexander: (in Pinocchio's voice) It sure is.

Celete: (in Perdita's voice) Come on, children. Bedtime.

Pom: (in Patch's voice) But we're not a...(yawns)...bit sleepy. 

Alexander: (to Pooh and friends) Do we have to?

Huckleberry: (in Pongo's voice) Better do as your mother says.

(Celete's children do as they are told)

(Pooh and friends follow them)

(They get into the cart where Benjamin, Horton and Little John are asleep)

Celete: Babar? Did you see them?

Babar: Hmmm. I guess they are asleep already.

Pooh: Uh, Celete, I do seem to have some small problems.

Celete: What's wrong?

(The trap appears and lands on Celete's children and Flora screams like young Nala)

Celete: Pom! Flora! Alexander! Isabelle!

(Another trap appears and lands on Celete)

(Celete gasps)

(The third trap appears and lands on Nick, Judy, Mr. Rat, Mr. Mole, Franklin, Beaver, Bear, Snail, Alex, Marty, Melman, Gloria, Vitaly, Gia and Stefano, Dumbo, Timothy, Twilight, Applejack, Pinkie Pie, Rainbow Dash, Rarity, Fluttershy, the Road Rovers and Pooh and friends)

Tigger: It's the trap!

(Yogi Bear, Cindy Bear, Boo Boo Bear, Babar, Bongo and Lulubelle are pushed into the cage by Oogie Boogie)

(Oogie Boogie locks thee cage door)

Babar: What's the meaning of this?

Oogie: You are Maleficent's prisoners.

All: Maleficent?!

Narissa: That's right, Pooh and friends.

Franklin: Narissa! I should have guessed.

Lord Farquad: And you are ours, too.

Mickey: And Lord Farquad!

Mortimer: It is about time you guys are here. I don't know why since you have been gone for a while. But that is why I got you in the first place.

Jessie: And so did we.

Pooh: Oh no! It's Team Rocket!

Hunter: You know them?

Rabbit: It's a long story.

Oogie: Don't act surprise, bunny.

Narissa: (in Jadis's voice in Elizabeth Counsell version) If you do not stop and listen to us now, you will miss some knowledge that would made you happy all your life.

Applejack: All right, Oogie. What are you up to now?

Oogie: Ah, I thought you've never asked. You see, my mistress, Maleficent sent us to capture you after we got the plans from August. And we are going to take you to Maleficent's palace.

Mortimer: When we do, we will throw you into the dungeon and lock you in.

Pom: (in Pinocchio's voice) No! No, no, no!

Oogie: (in Stromboli's voice) Yes, yes, yes!

Cat R. Waul: And we sent our friend, Kaa to hypnotize your elephant friends. August is going to get your human friend out of the train. 

Alexander: So that's what you're up to!

Kaa: (appearing) That's right, young elephant.

Tigger: Kaa!

Alex: I might have known!

Oogie: (in Pete's voice) Well, Pooh and friends, it looks like this is the end of the line.

Vitaly: Jacob will hear about us.

Oogie: Ooh! So that's his name. Your friend, Jacob won't be able to save you. 

James: Yes, and we even haven't had lunch.

Meowth: Or dinner.

Lord Farquad: I know what errand you have come on, for it was us who was came into the circus and heard you made your new friends. You have entered the circus train while you were with that man now. And you are going to do that show and make the people love you, for them to see, for them to cheer. I know I have never seen it, and we feel already such changes in ourselves that I know I shall never forget, or grow old or die.

Mortimer: We will be the rulers of this world. Or Hundred Acre Wood if we decided to go back there with you.

Otto: (in Digory Kirk's voice) No thanks. I don't know that I care much about living on and on after everyone I know is dead. I'd rather live an ordinary time and die and go to heaven.

Judy: Good for you, Otto.

Jessie: But what about this Christopher Robin, who needed to pretend to love so.

Rabbit: What's he got to do with it? 

Chester: Do you not see that one money you're earning would heal him? You made the people happy. We are here by ourselves and your friend is far away. 

Beaver: (to the villains) If one of your masters, like Bowser can explain it, I will give him my defense. I don't believe there  

Narissa: Come with us and go back to your own home. A minute later you can be at your friend's bedside, telling him. Five minutes later you will see the color coming back to his face, he will tell you the loneliness is gone. Next day, everyone will be saying "How wonderful he has recovered. Soon he will be quite well again. All will be well again. Your home will be happy again. You will be like other boys.

Cat R. Waul: Now if you excuse us, we will go and tell August that we caught you.

Oogie: Bye-bye! (laughs)

(Narissa laughs)

(Kaa chuckles)

(Cat R. Waul laughs like Jafar)

(Cat R. Waul and the villains disappear between the doorway)

(Flora sobs)

Flora: (sobs) Pom, Mom, I am scared.

Celete: There, there, Flora. We will be ok.

Applejack: Sorry, Judy. We shouldn't trust August.

Judy: It's not your fault. August betrayed us all.

Pooh: How are we going to get out of here?

Nick: (in Jiminy's voice) It will take a miracle to get us out of here.

Alex: You're right, Nick. We stuck here and Jacob is going to be dragged out of the train. (sighs) Poor little guy.

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