(We open with the five Bowery Boys and Gabe making their way around the side of the castle.)

Sach: We've gotta be careful. Remember, the giant ate people in the story!

Butch: Yeah. (He sees a crack in the wall) I think we can fit through here.

Sach: Come on, guys. (Pushes Slip) You first, Cheif. You're brave.

Slip: Natterally I'll go first. *Goes through; reaches back and grabs Sach* C'mon!

Sach: Whoa! (Slip yanks him in; the boys and Gabe follow)

(Cut to inside. It's an enormous hall filled with heavy tapestries and antiques, like something out of a fairy tale castle...but everything is giant-sized. There's giant tapestries and a big brown-gray stove and a fat greyish-yellow icebox. A small golden harp with what looks like the figure of a woman sits on a shelf. A huge chest sits in another corner. A hen clucks in a cage.)

Butch: Wow. Get a load of this joint!

Sach: Can you imagine the size of the food in that icebox? The banana splits would be big enough to fit in the Hudson River!

Slip: They might actually be big enough to make you reconoiter bein' a glutton.

Familiar Voice: Who's there?

Sach: (Frowns) Who's that?

Butch: Hey, who talked?

Gabe: King Louie!

*Gabe flies full force towards the stove.*

Sach: Louie? Where? I know he's gettin' a little big 'round the middle, but I didn't think he was THAT big!

Gabe: King Louie? King Louie, where are you?

Familiar Voice: (The stove becomes crudely animated - the door opens and closes like a mouth, and the dials look like eyes) I'm right here, Gabe!

Female Voice: (The Icebox has two silver pieces that look like eyes; it's doors also move) And I'm here!

Gabe: King Louie! Oh no!

Sach: Louie's a stove?

Gabe: *Head turns toward the icebox* Queen Gertrude!

King Louie: (Wails) Look at what that awful giant did to us! I used to rule a kingdom! Now all I do is sit here and cook his wife's bad food!

Slip: What is goin' on here?

Queen Gertrude: (Delighted) Boys! You've come back to us! (She somehow nudges the stove) I knew they would, Papa. Didn't I tell you they would?

Gabe: *Flies back to the boys* The Giant's turned them into kitchen objects!

King Louie: And we can't move from this spot! We're his slaves!

Sach: Don't worry, we'll turn you back! (He throws blue powder at them...but all it does is sparkle a bit before landing on the floor) I guess I'm not as good of a wizard as I thought.

Slip: Sach, you know these things don't work that easy?

King Louie: The only way to free us and the princess is to get rid of those giants!

Slip: Where's the princess?

King Louie: She's on the shelf, second one to the right. She's a harp! My dear little niece is a singing instrument for that awful creature! (He actually manages to sob coal tears)

Slip: A harp? *turns towards the shelf* Wow... :

King Louie: The Giant has our treasure and our hen that laid the golden eggs! She kept this kingdom wealthy for years. (Points his door to indicate Slip) Sir Terrence, you were our greatest and bravest knight, with your brother Sir Charles at your side. And Barthlomew, who could charm the very birds out of the trees and make inanimate objects dance with his song. And Horace and Whitmore, two of our finest wizards, gentle creatures who prefered their own magic to weapons or violence.

Queen Gertrude: The Giant must have taken the knights' magic sword and knife and pendants! They made their users unstoppable!

Sach: See, Chief? Me bein' a coward ain't so bad.

Slip: Shudup and quit interceptin' the story.

King Louie: (He reaches a pipe out to pat Slip on the shoulder) You were so much in love with my little niece. I wonder if you still are. I thought you'd be wonderful for each other.

Queen Gertrude: Don't you remember?

Sach: Uh...well, we really don't remember much of anything.

Slip: I think I'd remember som'en like that.

King Louie: You've got to remember! You were the finest knights and magic-users in our royal household!

Queen Gertrude: Go over to that treasure chest! Maybe the swords will help you remember!

Butch: I'm all for treasure.

Sach: Oooh, treasure. I wonder how many banana splits it would buy me?

Slip: I'll try anythin' where treasure's concerned.

Gabe: I'll help you boys get into the chest.

Sach: We'll help, too! Come on, Whitey! (He tosses blue powder over himself and Slip)

(The two lift and rise to the top of the treasure chest, where the lock is.)

Sach: Come on, guys! Flying's fun!

Slip: *Is not enjoying the flying* SAAAACH!

*Gabe just grins. Some things never change.*

Slip: I better get back on terra cotta real soon!

Sach: Come on, guys! Join the fun!

*Whitey powders Chuck, while Gabe dusts Butch. The rest of them lift into the air to follow Sach and Slip.*

Sach: (Peers in the lock) Now, how are we gonna get in there?

Butch: Anyone have a key the size of the Chrystler Building?

Gabe: I can open it. *throws some dust in the lock*

(There's a click, and the lock opens. All five Bowery Boys land on a pile of gold, coins, gems, jewelry, and weapons.)

King Louie: (As Slip picks up a large broadsword with an intricate gold handle) There's your beloved sword, Sir Terrence. The Diamond Broadsword. Made by the finest blacksmith in the kingdom. It was forged from fairy magic, you know. The pendants that go with them should be in there, too.

Butch: (He pulls out a golden flute) Hey, I like this. (He plays it)

*Slip holds up a pendant so the light reflects off it.*

Chuck: *picks up the other pendant* Wow, get a loada these.

Sach: (Picks up a large crown studded with diamonds and emeralds) I like this one. It's very royal. (He puts it on his head; it's a little big and slips down) Do I look like a king?

King Louie: Be careful, that's my crown!

Slip: You look like the court gesture.

Sach: How would you know? You've never been king.

Slip: Not yet.

(Sach puts aside the crown and pulls out a long staff studded with blue gems.)

Sach: Get a load of this stick! (He runs his fingers over it)

Butch: (He pulls out a similar staff with red gems) This must be Whitey's. (Hands it to his friends)

Whitey: Thank you, Butch!

*Slip puts his pendant on and holds out his sword, then draws it up straight in front himself.*

Sach: (He holds up his blue stick; it starts glowing) Hey, my stick is a light bulb!

(As Butch continues to play his flute, it too begins to glow.)

Whitey: *His red stick starts glowing* Mine's glowin' too!

Butch: (He looks up from his glowing flute) Slip and Chuck, you guys are glowin', too!

Chuck: Get a loada that!

(Slip isn't paying attention, as the lights swirl around the boys. That's when there's a burst of light around all five of them. Sach stands and goes to Slip, touching his staff to Slip's sword.)

Sach: (Smiles) Chief...and you really are our chief...I think I remember.

Slip: I think I'm startin' to, too.

Butch: (He joins them) I think I do too... (He continues to play; the light grows stronger)

*Chuck touches his sword to Slip's and Sach's staff.*

Whitey: Here's mine! *touch his staff to the others'*

Sach: (He nods) We're...Guardians. The Kingdom of the Air's guardians...

Butch: (He stops playing briefly) And the guardians of the royal family!

Slip: The princess...

Sach: Chief, you were gonna marry her. It was beautiful....

Slip: I... she... *Sighs; his gaze goes to the harp on the shelf.*

Sach: (He's thoughtful, for once in his life) There was a ball. A really huge affair. I was amusin' kids with card tricks, and King Louis was gonna announce that you two were gettin' hitched...

Butch: (Nods) But then the Giant appeared...

(The screen becomes wavy as he talks. The Technicolor remains, but it's softer and a bit more faded. When the wavyness vanishes, we fade in on what looks like an elaborate ball in progress. Butch plays the piano with a full orchestra. Sach is surrounded by children, whom he amuses with card tricks and little magical tricks like pulling coins from ears. Gabe the fairy has what looks like a female fairy in a fancy late 40s suit and hat on his arm and is whispering sweet nothings into her ear.)

(King Louie and Queen Gertrude are resplendant in their robes. Louie's soft velvet robes are green and white. Mama wears pink and blue and a tiara studded with topaz and sapphires. They hold each other's hand, smiling at the crowd in general. Louie points to Sally, dressed in a huge lilac gown, an amethyst-studded tiara in her hair, as she waltzes by with Slip in his maroon costume.)

King Louie: They look marvelous together, don't they?

Queen Gertrude: She finally found herself a good man. Sir Terrence is the finest knight this kingdom ever had. No one else has rousted as many criminals, nor slain as many dragons.

Chuck: *Joins the royal couple, smiling; he wears a fine brown costume* I could only wish to be as good some day.

King Louie: (Pats Chuck's hand) You will, my boy. Sir Terrence couldn't ask for a finer apprentice than his own brother.

Chuck: May as well learn from the best.

*Whitey is having a grand time tossing sparkles all around. He smiles, seeing how much the guests are enjoying the festiveness.*

King Louie: And we have two of the finest magic-users anywhere. Lord Horace is adored by children, and Lord Whitmore is a genius with mechanics and with keeping the kingdom sparkling. (Nods at Butch happily playing the piano.) And Bartholomew the Musical is the finest musician we've ever had. No one can stop dancing while he's playing. (Liffts his feet to reveal that his sceptor is dancing away) Even inanimate objects dance when he plays!

Chuck: Speaking of dancing...

*Slip and Sally have parted the rest of the guests, whom have allowed them the entire middle of the dance floor. They are cutting quite the rug.*

King Louie: Lookit them go!

Queen Gertrude: (Nods, grinning) It's a shame we're not giving out prizes. They'd win the door prize for certain!

Chuck: *Also nods* I look forward to the day I have someone to dance with like that.

King Louie: There's plenty of lovely ladies in the kingdom. I'm sure you'll find one to your liking.

Princess Sally: (As she and Slip end) Wow! Terrence, you're such an amazing dancer!

Slip: *Bows to her* You're not so bad yourself, Sally. *Takes her hand* I'm still amazed that you like me so. After all, you are the Princess.

Princess Sally: You're a good man, Sir Terrence. There isn't a man anywhere who has done what you've done for me and for this kingdom.

Slip: *Turns a few shades of red* Aw, you're just sayin' that...

Sally: Not at all! You've always been there for me. (She leans close to him) It's you I love, Terrence. I could never love anyone else.

Slip: *Practically turns to mush* An' I love you. *gives her a quick peck on the cheek*

Princess Sally: You know, my parents aren't watching. Why don't we do it like this... (She's about to lean in to kiss him on the mouth when we hear what sounds like thunderclaps)

Sach: (Looks up from giving a little girl a bouquet of blue silk roses) Huh? What's that? There ain't supposed to be a storm tonight?

King Louie: (The next rumble nearly knocks him and Gertrude off their thrones) EARTHQUAKE!

Slip: Sally, stay by me!

Deep, Growling Voice: (Outside) Fee, fi, fo, fum. I smell.. (He pulls off the roof...revealing two huge giants, one female, one male, neither particularly attractive) I smell a whole party of people of the Kingdom of the Air!

Princess Sally: (Pulls close to Slip) The Giants of Costelbet! It's a land of nasty giants who destroy property and hoard the gold they steal from other kingdoms!

Slip: I'll run 'em through a zillion times wit' my sword!

Sach: (As the children around him run for their parents, he waves his blue staff) You go away! You're scarin' these nice kids!

Whitey: *Joins Sach* You leave, before we get mad!

King Louie: You go away, you big, hairy, smelly giant! This is my kingdom, and I want to keep it's treasures! (Waves his own sword) Get on now! Shoo!

Male Giant: (Looks behind him) He thinks he can get rid of us by just saying "shoo!" (The giants behind him laugh) He doesn't know that we take what we want...and destroy the rest. And what we want is this rich kingdom.

Butch: You get out of here! (He starts to play his flute; the giants begin to dance)

Female Giant: Oh no you don't, little man! You won't get rid of us so easily! (She swats Butch to the ground; he loses his flute)

Chuck: *Steps forward* You can't do that to him!

Male Giant: Oh no? (He swats Chuck into the wall, where he lays dazed) I think I'll grind your bones to make my bread, little brown man. (He leans his thumb over to do just that.)

Slip: *Appears at the Giant's hand, in front of Chuck* Don't you dare touch him! *slashes with his sword*

Male Giant: (Pulls away...with a bloody gash on his thumb and hand) Owwwwwch! (He takes Terrence his good hand; Sally screams) You little brat! You can't do that to me! (Squeezes him)

Sally: NOOOO! (She runs to the giant and pulls at his hairy leg) Let him go! I love him!

Slip: *Puffs, but still slashes his sword* Put me down, you overgrown sack of potatoes!

King Louie: Sir Terrence!

Male Giant: Nuthin' doi.... (Slip finally hits his knuckles, leaving another bloody gash; he drops him) OOOWW!

Slip: An' there's more where that came from!

Sally: (She runs to Slip as he lands; Sach and King Louie join her) Are you all right?

Slip: I'm fine. *points at the Giant* But he won't be!

Sach: Chief, we have to do something! These guys ain't playin' games. They'll destroy the kingdom!

Slip: You and Whitey got the magic. All I can do is give 'em paper cuts!

King Louie: (Points to the giant clutching his hand) Those paper cuts sure can hurt!

Sach: (He points his blue staff at the female giant) You get outta here, lady! You're wreckin' the party! (He sends blue sparkles at her. They turn her nose into blue flowers.)

Female Giant: (Growls) I don't want flowers there! (She pulls at them) I can't smell!

Male Giant #2: (He puts his hand over her nose; there's a dark blue light, and her nose is right again) There you go, Mabel. (Turns to Sach) You shouldn't have done that to my maw.

Male Giant #1: (He reaches for Sally) Oooh, she's a pretty one. She'll make a nice wife for my son, when we can make her big enough.

Sally: (She pulls back) NEVER! I'd never marry a horrible giant!

Sach: Chief, stab him somewhere! In the foot! I'll do somethin' to that hand!

(He turns his staff on the huge hand reaching for Sally. He makes iron shackles appear around the fingers; they can't move. The Giant roars and struggles with them.)

*Slip runs toward the feet of the Giant, leaps, and lands on the Giant's foot, stabbing it deeply.*

Giant: (He lets out a massive roar that nearly brings the chandeliers down and knocks over almost everyone in the room. He swipes at Slip, but he's slow because of the wound and Slip dodges him) That HURT!

Slip: Then here, lemme give you another! *does the same to the other foot*

(The Giant roars and drops to one knee. Sach lets out another blast of blue energy, which seals his feet in cement.)

Female Giant: NOOO! (She picks up Sach) You release him this instant!

Sach: No! He hurt my Chief!

Slip: Put him down! *heads for her feet now*

Female Giant: No you don't! Not with me! (She swats angrily and hard at Slip)

Sally: Terrence! NO!

*Slip goes flying into the nearest wall and slumps to the floor, out cold.*

Female Giant: (She takes Sally) I'll have you for my son's bride, make no mistake!

Sally: No, never! I'll never wed your son! Not in a million years!

Sach: (He struggles in the giant's hand) Chiefy!

*Slip moans, but doesn't move.*

King Louie: (He and Whitey run to Slip; Gertrude and Gabe are helping Butch and Chuck) Come on, Sir Terrence. You have to get to your feet! They have my niece and poor Sachula!

Slip: *moans* Oh, my head...

Sally: (Sees the people fleeing) Sir Terrence, please, please come to! (Turns to Whitey) Do you have a spell that might help him?

Whitey: *searches his pouch* I think so...

(The female giant turns several fleeing people into cages. She puts Sally and Sach into one of the cages. Junior tries to help his paw out of the cement and shackles. He finally just kicks at them and shakes them loose.)

Mabel: (She puts the cage aside) Come on, Henry! Help Junior make some use outta these little people.

Henry: Maw, I would, but I can't get up! My feet'r too sore!

Mabel: (She yanks him to his feet; he roars) Then do it while standin' in one place, ya big baby!

King Louie: You know, if those giants were so scary and didn't have my niece and one of my wizards, they'd almost be funny. That lady giant reminds me an awful lot of Mama.

Queen Gertrude: (She smacks Louie over the head with her sceptor; he yelps and rubs his head) You'd better not be comparing me to some old giantess!

Butch: (He and Chuck rejoin the others) Is Terrence all right?

King Louie: We'll know in a minute. How's the spell coming?

*Whitey is searching through a raggedy book and muttering to himself. Chuck leans over Terrence and pats his cheek, trying to awaken him.*

Sach: (He's trying open the lock on the cage) Come on! Come on!

Sally: Oh hurry, Horace! We have to help poor Terrence and our people!

Gabe: *Appears at their cage* I'll have ya right out! *throws dust at the lock; it pops open*

Sach: Thanks, Gabe! (Pats him on the shoulder, then runs out to the giants) You leave those people alone! (He starts throwing blue dust at them; it makes them cough and sneeze, distracting them)

Sally: Terrence! (She runs to him and takes him in her arms) Oh Terrence, speak to me!

Slip: Gramma, what big eyes you have...

Sally: Terrence! (Turns to Whitey) Is it ready?

Whitey: I'm working on it!

King Louie: (He points to a hand reaching for them) Watch out!

(Mabel snatches all five Guardians into her grasp before Whitey can give Terrence the potion. Whitey and Sach both drop their staffs as they're scooped into a cage.)

Sally: No! Nooo!

King Louie: Let them go!

Henry: They're too much in the way. We have to get rid of them. (He takes Terrence out of the cage and starts to squeeze him) I say we squeeze them until they pop, then eat them for supper.

Chuck: NO!

Mabel: (Smirks at the royal family) I know a way that'll make them all suffer. And it's even better than eating them. (She nods at Terrence) That one has too much fat on his bones anyway. He'd probably be tough cooking.

Sach: (Grins) Hey, she agrees with me!

Sally: He does not! I think he's svelete!

Chuck: *Shrugs* Maybe he could stand to lose a few pounds.

Mabel: (She picks up the cage) I'm going to get rid of these boys myself. Junior, you handle the royal family. Paw, go get somethin' for that foot.

Henry and Junior: Ok, Maw!

Sally: Terrence! TERRENCE!

Junior: (He reaches for Gabe) Oooh, pretty butterfly! I'm gonna keep him with my collection!

Gabe: Watch it!

Junior: (Tries to reach for Gabe, but he's much too fast for him) Hey, stand still!

Gabe: Not a chance!

*Gabe tries to get to the cage with the boys...*

Junior: Hey, come back! I wanna keep ya! (But he winds up on the floor instead as Gabe flies out a window.)

(Gabe follows Mabel's back as she stomps through the greenery. She finally stops in the hole in the green area where the beanstalk grew. She dumps the five on out of the cave and on the ground. Chuck holds Terrence. Mabel swipes their swords and pendants and Whitey's staff. She already has Sach's staff and Butch's flute.)

Mabel: I figure it'll make the rest of ya suffer more if I don't kill ya. (She stamps on the ground and waves the dust, creating a dark dust storm) I'm sendin' you down to the world below. You'll be reborn in the bodies of the humans who live down there, an' you won't have a single memory of ever bein' the Guardians of the Kingdom of the Air. (She smirks at Terrence) Or of that little Princess.

Sach: No way! We're gonna come back and rescue the royal family, no matter what you do to us!

Chuck: You can't do this!

Mabel: When you're this size, sonny, you can do just 'bout anythin'. (She lets out one last stamp. The glittering black dust finally sends all five over the edge of the clouds to the world below. She turns to Gabe) As for you, little fairy, don't you go tryin' to rescue them. You know your magic doesn't work outside the Kingdom of the Air. (She tries to reach for him) I can't have you interferring with our plans...

Gabe: Just try and catch me! *He dodges her reach, then blows a razzberry at her and flies away.*

Mabel: You come back here! (She tries to chase him, but she trips on a root instead. She lands on the ground with a noisy crash.) Damn. (We fade out on her tapping her fingers on the ground in annoyance...and fade back in on the boys in the treasure chest.)

Sach: (He looks up) That...that...wow!

Butch: What a rush!

Chuck: Amazing...

Whitey: Wow!

Slip: *Still gazing up at the harp* SALLY! *turns to the others* I'm goin' up there! Sach, gimme more of that flyin' powder!

Sach: Yessir! Right away, sir! (He tosses more blue powder on Slip, who floats into the air)

*Slip takes off like a shot, headed for the shelf with the harp.*

Chuck: Wow. I've never seen him move that fast before...

Sach: (Shrugs) He's in love. That'll do a lot of strange things to a man.

(Slip floats right up to the shelf. The figure on the front of the harp is, indeed, Sally. Her lilac gown is now all gold to match the harp, which she's attatched to. Her legs are seemingly molded into the harp, but her arms do move. She's sighs forlornly, looking away from Slip.)

*Slip frowns hearing her forlorn sigh, but then he smiles and sneaks up on her. He stops right next to her, but out of her line of vision. He moves as quick as he can in front of her to give her on a kiss on the mouth.*

Sally: (Gasps...and then looks at him as he parts, her eyes lighting up with delight and shock) Terrence! Oh, my Terrence! Where...how... (She hugs him) I thought I'd never see you again!

Slip: You ain't the only one, Sally! *then he shakes his head, looking at her* What've they done to you...

Sally: Oh, I'm all right. At least I'm half-human. My poor aunt and uncle...

Slip: *Nods* I know, we found them already. *steps up so they're nose to nose* Don't worry, Sally, we're gonna fix things to the way they were before those Giants decided to play games.

Sally: (Nods) I know we will, now that you're here. (Her eyes widen as we hear rumbling) Oh no. They're back!