(We open right where we left off - with Sally, Slip, and the boys listening for the arrival of the giants.)

Sach: We've gotta get outta here, Chief, before that Giant squashes us!

Slip: I ain't leavin' Sally!

Sally: I'll be all right, but Terrence, if the Giants catch you here, they'll kill you...or worse yet, try to eat you or turn you into inanamate objects.

Slip: *Makes an aggravated grunt* Fine. C'mon, letís get outta here.

(The boys dive behind the books and other objects on the shelf just in time. Henry the Giant arrives, in a very fowl mood. He kicks at King Louie the stove.)

Louie: Owww! You don't have to shout! Your dinner is almost ready.

Henry: It had better be. I'm hungry. I only had six roast oxen for lunch. I want my roast pig with vegetables and potatoes!

Louie: Hold your horses! (Coughs a bit, then opens his door) Here's your dinner.

Henry: It's about time. (He leans into Louie and grabs the plate of a whole roast pig and vegetables, then kicks the door shut; Louie wails) There you go, (smirks) Your Majesty. (Plops the plate on the table) I think I want some beer to go with that. (He yanks Queen Gertrude's door open, leans in, and pulls back out with the beer) Wish they had brown ale. (He kicks the door shut; Queen Gertrude lets out a yelp.)

Sach: (From behind his book) Oooh, that guy's mean. He's really mean.

Butch: What are we gonna do now?

Sach: Maybe we could put somethin' into that beer! (Holds out his bag with the powder) We might be able to get him sleepin' again!

Chuck: *Frowns as he holds back a fuming Slip* We just have to get it IN the beer.

Sach: (Grins at Whitey) Maybe we can fly again!

Whitey: *Returns the grin* I I think we can!

Henry: (He picks up the treasure chest we saw earlier) I think I'll mix a little business and pleasure. I love going through my treasure chest.

King Louie: That's my treasure, you overgrown bag of hair! My treasure, and my kingdom!

Henry: You ain't king anymore. You're my slave, and you'll make my dinner when I want you to. Finders keepers, you old goat.

Chuck: *Having a harder time holding back a growling Slip* Guys, can we move this along? I don't know how much longer I can hold onto him!

Sach: (Nods and throws smoke over him; he now has his blue wings again) Come on. (He tosses blue powder over Slip and Chuck - they float, though they don't have wings this time)

*Whitey does the same for himself and Butch, giving himself wings and allowing Butch to float.*

(They land behind the roast pig. Sach makes his wings disappear, then grabs some of the pig and a huge carrot.)

Slip: *Floats right in front of Henry* Hey, big ugly!

Henry: (Looks up) Wha..huh? You again? (Narrows his eyes) What did you do to my hen? I want it back!

Slip: We hid it on ya Ďcuz it ain't yours!

Butch: (Groans and turns to Chuck) I really wish your brother would learn to look before he leaps! That giant might turn him into a pancake!

Chuck: You're telling me!

Henry: Yes it is. Ever heard of "Posession is 9/10ths of the law?"

Slip: Well, where do ya think that other 1/10th comes into play, hmmmm?

Henry: Just go away. I wanna play with my treasure. (He flicks Slip away, nearly knocking him off the table.)

Sach: Oh boy, the Chief needs help! (He turns to Whitey) We need to drug that bottle now!

Chuck: Rats. Come on, Butch, we need to help out, now!

Butch: (He runs to Henry) You wanna pick on little guys? Pick on me, then. (Smirks) Why don't you listen in on this little number? You love this one. (He starts playing his sleeping song again.)

Chuck: *Whispers* Keep it up! I'll look for Slip!

(Sach and Whitey manage to get to the top of the bottle and start shaking powder in just as we hear the room shake again. It knocks Butch off his feet; he loses his flute. Henry startles awake the moment the song ends.)

Chuck: *Also knocked over, not even half way across the table; groans* Oh great.

Mabel: (She storms into the room, followed by Junior) I can't believe you let them get away!

Junior: They had wings, Maw! They were real pretty butterflies... (Points to Sach and Whitey at the bottle) There's two of 'em! (He rushes over and grabs the two wizards in his hand) Oooh, these are even prettier! (He runs his fingers over Whitey's wings) I like the wings on this one!

Whitey: Hey, that tickles!

Henry: (He scoops Chuck and Butch into his hands) And here's two more of them.

Chuck: Let go!

Junior: Can I keep them, Maw? Please? Pretty please?

Mabel: (Smirks) Sure, Junior. They'll make nice pets.

Junior: They sure have pretty wings.

Sach: I ain't nobody's pet!

Whitey: Me either!

Junior: Oh yes, you are! You'll be nice pets! (He wraps kitchen twine around the two, effectively making them look like cocoons with wings.)

Henry: (He squeezes Butch and Chuck) I'd like to cook these two for me supper.

Chuck: Ooohh, not so hard!

Mabel: (She grins) We ain't gonna eat them. I think we oughta make them useful instead, like we did with their dearly beloved monarchs.

(Mabel stamps black dust around the two in her hand. She pulls back. When it subsides, there's a golden brown upright piano in one corner of the room, with a knife with a brown and gold inlaid handle sitting on top of it.)

Junior: (He still wrapping rope around Whitey and Sach - only the eyes and wings can be seen of both) Oooh, a piany! I always wanted onea those! (He drops the two bound wizards in a glass jar, then runs over to the piano and starts pounding on it as hard as he can, making more noise than music. The piano actually seems to wince.)

Henry: (Takes the knife in his hand) I could really use this. (He stabs it into the whole roast pig and cuts himself a slice) It'll be great for cuttin' dinner. (He stabs it into the table) I wanna see what it can do.

*With each stab, the knife seems to give off a grunt or "oof" or a groan.*

Henry: Let's see how you handle something harder. (He stabs it at the wall next to the table)

*The knife actually seems to cry out.*

Mabel: (She takes Sally down from the shelf) I have a deal for you, fair Princess. If you agree to marry my son, I'll restore your uncle, aunt, and court to their human forms. If you don't (she nods at Junior pounding at the piano, and Henry stabbing the knife at the wall) we'll be forced to get rough on them.

Sally: I...well, I...oh....

*Off the side of the table, we see two hands followed by a head...to reveal Slip hanging on for dear life and an absolutely livid look on his face. He grunts, holding on heaves himself back up on the table.*

Slip: *Calls out* Sally...psst!

Sally: (She sees him...and gasps) Oh! (But then she waves him away, indicating the Giants. She turns to Mabel) I...can't decide. Why don't we have a song first?

Junior: (He leaves the piano, jumping up and down and rattling everything in the room, clapping his hands) Oooh, a song! I like it when we get a song from the harp!

Mabel: No. She's put off this decision long enough.

*Slip holds on during the rattling.*

Henry: (Throws the knife roughly on the table) I wanna hear a song, Mabel! You never let me have any fun, an' she's a good singer!

*The knife groans.*

Mabel: Oh fine. One song. (She turns to Sally and shakes her finger at her) But no funny business! I know your singin' voice is magical. You can do all kinds of tricks.

Sally: Oh, no funny business. Not at all. (She looks over her shoulder and smirks at Slip, indicating that she intends to do the opposite.)

*Slip gives a little wave, then makes his way to the others.*

(As Sally begins to sing, Slip makes his way to the glass jar. Henry and Junior lean on their arms, entranced by Sally and her song. Mabel huffs off to a corner and plops in a chair near Louie the Stove. Junior is starting to nod off, his eyes unfocused and dreamy. As he slumps onto the table, he knocks over the jar with Whitey and Sach in it. They roll out, still bound with the rope but struggling hard. Henry plays with Chuck the Knife, but he can barely keep his eyes open.)

(While still singing, Sally waves to Slip to indicate that he can do what he wants to the giants now. Even Mabel's head is dropping in her chair.)

*Slip nods and makes a break for it. He goes to untie Sach and Whitey first.*

Sach: (As Slip unwinds the rope from his head) Boy, am I glad to see you, Chief! I thought that crazy giant was gonna turn me into a creepy crawly or somethin'.

Slip: Yer creepy enough, Sach, I couldn't let 'im do that to ya.

Sach: (Nods at the knife) Poor Chuck n' Butch! Look at what those nasty giants did to them!

Slip: I know. I saw some of it.

Sally: (As she finishes the song) It looks like they're all in a trance. (She snaps her fingers. Henry snorts and lifts his head, but he doesn't open his eyes.) They'll do whatever they're told to do now.

Slip: They will?

Sally: Yes, they will. (She smirks) Henry, return the piano and knife to their original forms.

(Henry nods and grunts. He stamps, creating the black dust. When it subsides, Butch and Chuck stands on the table next to Slip.)

Sach: Boys! (He runs over to them) Are you all right?

Butch: (Rubs his chest) I hope that dumb giant didn't crack any of my ribs. Don't make me laugh for a couple of years.

*Chuck is doubled over, groaning.*

Slip: *Goes to Chuck* Chuck, what's wrong?

Chuck: Never...be a...knife... *groans again*

Butch: That jerk was really slamming you. You're probably lucky your head's in one piece!

Chuck: Wouldn't be so... sure about that.

Slip: I feel like some giant stew. Anyone else want any?

Sally: (She shakes her head) I have a better idea for Henry. You can stew Junior all you want. He's probably more tender. (She turns her head to Henry with a growl that even makes Slip flinch) Henry, walk into the wall. And keep walking into it. Bash your head into it until you knock yourself out.

Henry: Ok. (He does so, hitting his head against the wall until he ends up on the floor.)

Slip: *Smirks* That's why I love 'er.

Sally: Serves him right for treating Sir Charles that way! (Turns to Slip) Now we have to do something with Junior.

*Gabe flies in and joins the group.*

Gabe: Wow, looks like I missed some goings-on here!

Sally: Hello, Gabe. (Nods at Henry) He tried to give poor Sir Charles a concussion, so I returned the favor.

Sach: Yeah, and they wrapped us up like King Putty!

Gabe: Not good. Anything I can do to help?

Slip: Yeah. You, Sach, and Whitey turn Junior into a butterfly.

Sach: Oooh, I like that. He tried to take our wings, just like he did to you! (Shows Gabe his wings)

Sally: It's what HE deserves. He loves butterflies so much, he can join them.

Gabe: I agree completely.

Sach: (Takes his staff) I think this calls for the big stick. (He shoots his blue light at Junior.)

*Whitey joins in, shooting his red light at the younger giant. Gabe throws his dust at him.*

(The gold, red, and blue surrounds him. There's a huge white poof and a burst of sparkles. When it subsides, a very fat butterfly with red, blue, and gold wings flutters where Junior once was. He flutters out the window in confusion.)

Sally: That gets rid of him.

Slip: Finally.

Sach: Now, why don't we get those treasures over to our king and queen, before the big lady giant gets up and we have to get rid of her, too?

Slip: Letís get to it.

(They float down to the king and queen via magic and slides down the carved wooden legs on the table. Chuck and Butch carry the treasure over to King Louie and Queen Gertrude. Slip carries Sally, of course.)

King Louie: Oooh, my treasure! You got it, you wonderful members of the court, you!

Slip: We'd do anythin' for you.

King Louie: You were always like sons to me.

Queen Gertrude: Please open the treasure and see if it's all there!

Slip: Boys, open the latch!

(That's when the hen clucks in, too. She peers around curiously as she waddles over to the others. She pokes her beak at Gabe and nuzzles him.)

King Louie: All our treasures are together! That's wonderful!

*Gabe hugs the hen.*

(Chuck and Butch open the latch, revealing the treasure. As they do, it seems to glow. So do the pendants, the swords, Butch's flute, the harp Sally is in back of, and the staff. The hen clucks like mad. Above them, the sleeping Mabel opens one eye...and smiles evilly.)

Sach: (As his staff glows more) Let's do what we did to get our memories back and put 'em together! (He touches his staff to Whitey's. Butch starts playing his flute.)

*Chuck reaches in with his sword.*

Slip: *Grins* Here we go... *touches his sword to the rest*

(There's a huge blast of light and sparkles around the entire room. Gabe covers his face with his arms; the hen covers hers with her wings. When the light subsides, Louie and Mama stand in their royal robes again, looking exactly as they did in the flashback sequence. Sally wears her lavender gown and holds a harp.)

King Louie: They did it! Oh, we're human again! (He hugs Queen Gertrude)

Queen Gertrude: It's so good to move again!

Slip: *Goes to Sally* Sally!

Sally: (Puts the harp in the box and runs to Slip) Oh honey! (She embraces him)

Sach: Awww! They're so cute, they make my teeth itch.

Slip: *To Sach, smirking* Shudup.

King Louie: (He puts his hand on Slip's shoulder) Thank you for everything. (Turns to the others) And all of you.

Slip: *Nods* Yer welcome, Sire.

Sach: We'd do anything for our rulers. (He bows before them.)

Queen Gertrude: Thank you, Lord Horace. (Nods at Mabel) Now we just have to get rid of her and release the rest of our people. (She nods at Mabel.)

Mabel: (Her eyes pop open, and she growls) You'll do no such thing. (She stomps over to Henry when she realizes he hasn't gotten up yet. She takes his pulse...and turns to the others with fire and shock in her eyes) He's dead! My husband's dead! That little bitch princess killed my husband! (She lunges for Sally)

Slip: Sally!

Sally: (Screams as Mabel raises her foot to smash her) NOO!

*Slip turns his sword and stabs it into the bottom of Mabel's foot.*


Mabel: (Roars and jumps away, grabbing her foot) Oooh! You...you little bastard! I won't make you suffer this time! I'm just gonna kill ya!

Sach: We've gotta get outta here, while we can still move!

(Sach throws powder over Butch. Whitey does Slip and Chuck. Gabe does the royal family and grabs the hen. We see everyone floating quickly through the Technicolor landscape. Mabel the Giantess finally stops holding her foot long enough to follow after them, roaring and screaming at the top of her lungs all the way.)

(Everyone finally arrives back where we started, at the misty green area around the top of the beanstalk. When they arrive here, Sach and Whitey's wings disappear. Everyone lands on the ground, including Gabe. There's a puff around the Boys, and they find themselves back in their original clothes...though they still have their weapons and bags of powder.)

King Louie: Oh! Oh! (We hear rumbling in the distance) She's still coming! We have to head her off somehow!

Sach: We can't head her off! We've gotta kill her!

Butch: Yeah, but how?

Sach: Maybe... (He throws blue powder, but it lands on the ground with nary a sparkle) Awww!

Slip: The beanstalk. If we get rid of the beanstalk...

Sally: But then you won't be able to come back here!

King Louie: If it'll get rid of her, it's worth it!

Sach: Chief...do you really want to? People like us here!

Butch: Yeah, but what about our parents, and Louie and Mama and Sally and everyone in the Bowery? Bobby and Scruno and all our friends?

Slip: *Conflicted, but shakes his head* We have to go...NOW!

Sally: (As the rumbling gets louder) I love you, Sir Terrence. (She kisses him) Never forget us!

King Louie: You'll always be in our hearts.

Slip: *Gives Sally a kiss on the cheek, then turns away from her to King Louie* Sire, Queen...I have to leave... *does so*

Sach: (He hugs everyone) It's been fun, but we've gotta run, before we're pancakes. (He goes down)

Butch: Thanks, everyone. (Stuffs his flute in his pocket and follows Sach)

Chuck: Goodbye, everyone! *goes next*

Whitey: Thank you! *follows Chuck*

(Cut to the boys hurrying down the beanstalk as fast as their legs can carry them. The camera moves above them, to see that Mabel is still a few leagues away, but catching up every minute.)

(Cut to the ground. Louie and Sally, now wearing their normal clothes, watch worriedly as the boys hit the ground. Sally hugs Slip.)

Sally: Are you ok? What's going on? (Nods at his sword) And where did you get the oversized bread knife?

Slip: Long story. First, we gotta chop this thing down!

Louie: What's that? (Points to the now-visible Mabel)

Sach: That? Oh, that's a giantess. She's coming down to get us. Isn't that neat?

Louie: A g...gi...giant!

Slip: SACH!

Louie: Someone find an ax! Someone find a knife! A saw! Anything! ANYTHING!

Chuck: *Raises his sword* We got these!

*Slip has already started hacking away with his sword. Chuck follows suit.*

Louie: I'm not going to ask where they came from. That's fine. Just do it!

(Everyone moves back as the beanstalk tips further and further backwards. When it's almost all the way through, Louie points upwards. Mabel can no longer hold on. She lets go and tumbles to the ground as the now-cut beanstalk goes with her.)

Louie: Everyone clear the area!

(Everyone does so. Cut to the group gathered around Louie's Sweet Shop. There's a huge crash that knocks the whole group to the ground. When it subsides, the camera cuts to reveal a very large giant-shaped hole in the middle of the street.)

Sach: (Shakes his head and tsks) The New York Department of Roads ain't gonna like this!

Louie: I hope that doesn't block customers!

Slip: If it does, we'll sell tickets for our own Grand Canyon.

Sally: (She hugs Slip) Oh, you're a hero!

Slip: *Blinks, turning a few shades of red* Uhh, yeah.

Sally: (She takes him in her arms and kisses him) And that's for my heroic knight in shining armor.

*Slip just grins, dazed as we fade out on him.*

Sach: (He starts shaking Slip's shoulder as we fade out) Chiefy? Oh Chiieefff...

(The screen gets wavy again. When it goes back to normal, we're in black and white. Everything is as it was in the very beginning of the story. Slip is sleeping on a booth with his hat over his eyes. Sach shakes his shoulder.)

Sach: Oh Chief, we've gotta talk to you!

Slip: *Swats without removing his hat from his eyes* G'way... :P

Sally: Slip, Sach has something for you.

Sach: Yeah, Chief. I wanna 'pologize.

Slip: *Takes his hat off his eyes* You wanna apologize?

Sach: I'm sorry I bought the beans with our money. I know it was for the Milk Fund. Sally n' I went out and found the beans and returned them. (Hands Slip a pile of dollar bills) Here's the money, Chief.

Sally: Sach and I had a little talk after you took your nap, and he realized that it was wrong to buy something with that money without asking permission.

Slip: *Staring a bit wide-eyed at the money* This is great! *He puts the money on the table and frowns a bit at Sally.* I'm just as at fault. I shouldn'ta thrown the beans out the window. But I depreciate what ya did for us, Sally.

Sally: Thank you. I know you were upset about the money. (She leans over and whispers to him) How about you thank me with dinner after we deliver that money to the Milk Fund and my uncle?

Slip: *Grins at Sally* I'd love to.

Sach: Can I come, too?

Sally: Sorry, Sach. This is between the Chief and me.

Sach: Awww. (Sighs) Oh well. Maybe I'll see if Louie needs helpin'. (He goes in the back room)

Sally: (Puts out her arm) Shall we go, Mr. Mahoney?

Slip: *takes her arm, grinning* We shall, M'lady.

Slip: I gotta tell ya, though, Sal, I had the craziest dream...

Sally: (Grins as they start for the door) Tell me all about it on our way to dinner.

Slip: I will.

(The two continue chattering as they head out, and we fade out on Louie's.)