{fade to the truck with the cats}

O'Malley: Anyone for breakfast?

Toulouse: What breakfast?

Marie: Where is it?

O'Malley: Right under that magic carpet. But now we have to cook up a little spell. You know. Ready?

[The kittens nod]

O'Malley: All right. First, to make the magic begin, you wiggle your nose and tickle your chin. Now you close your eyes and cross your heart. And presto, [takes the rug off a can with creme] breakfast a la carte.

Marie: Hooray!

Toulouse: We did it!

Berlioz: Look, mama, look!

[They all eat creme]

Franklin: (exciting) I've never seen that so much!

Beaver: (in Karen's voice) It must be magic.

Duchess: Why, mister O'Malley, you are amazing!

O'Malley: True. True.

[The driver sees him in the rearview mirror]

Driver (stopping the truck) Sapristi! [O'Malley jumps on his head and screeches] Sacre bleu! Thieves! Robbers! Mangy tramps! [Franklin, the Cats and friends run, driver throws things at them] Take that! And that!

Franklin: Boy! This man threw things at us!

Duchess: Oh! Oh, what a horrible, horrible human.

Bear: Why was that man so cruel to us?

O'Malley: Well, some humans are like that, Duchess. I've learned to live with 'em.

Toulouse: I'm show him.

[he snarls, hisses, and spits]

O'Malley: Hey, cool it, you little tiger. That guy's dynamite.

Toulouse: But he called us tramps!

Duchess: Oh, I'll be so glad when we get back home.

O'Malley: That's a long way off, so we better get moving.

[Kittens jump on rails]

Toulouse: Gee whiz! Look at that bridge! Come on, let's play train!

Fox: (in young Tod's voice) Well, ok.

Duchess: Now be careful, children.

Toulouse: Marie's the caboose. [she gives him a look] All aboard! [The kittens walk on a rail] Choo-choo-choo-choo-choo-choo-choo-choo-choo-choo. Whoo-whoo! Choo-choo-choo-choo-choo-choo-choo-choo. Whoo-whoo! Clickety-clickety-clickety-clickety. Whoo-whoo!

[Real train whistle blows]

Duchess: Oh no!

Celeste: (terrifying) Babar, what will we do?!

O'Malley: All right, now don't panic. Down underneath here.

Babar: (in Tulio's voice) Everybody jump!

[They jump and hide under the rains hugging each other. When the train passes, Marie is down in the river]

Marie: Mama!

Duchess: Marie!

Celeste: (in Marie's voice) Oh, Marie!

O'Malley jumps: Keep your head up, Marie! Here I come!

[Duchess runs up a branch hanging over water]

Duchess: Thomas! Thomas, up here!

[He throws Marie to Duchess and continues down the river]

Toulouse: Gee, Marie, why'd you have to fall off the bridge?

[Marie pokes tongue at him and then the kittens follow Duchess]

Duchess: Thomas? Oh, Thomas! Take care!

Thomas: I'm all right, honey, don't worry. I'll see you downstream.

Franklin: Ok!