• Tessie Bear as Belle
  • Mufasa/Simba (from The Lion King) as The Beast
  • Flounder (from The Little Mermaid) as Lumiere
  • Sebastian (from The Little Mermaid) as Cogsworth
  • Pingu's Mom (from Pingu) as Mrs. Potts
  • Pinga (from Pingu) as Chip
  • Marie (from The Aristocats) as Fifi
  • Dumbo (from Dumbo) as Footstool
  • Big Ears as Maurice
  • Mr. Plod as Gaston
  • Master Tubby Bear as Lefou
  • Scar (from The Lion King) as Monsieur D'Arque
  • Sly, Gobbo and Disney Villains as The Villagers
  • Baloo (from The Jungle Book) as Coat Rack
  • Noddy's Car as Phillippe
  • The Hyenas (from The Lion King) as The Wolves
  • Mrs. Skittle, Dinah Doll and Martha Monkey as The Bimbettes
  • Mrs. Tubby Bear as Madame De la Grande
  • Kerchak (from Tarzan) as Stove
  • Noddy as The Prince
  • Edgar Balthazar (from The Aristocats) as Human Lumiere
  • The King (from Cinderella) as Human Cogsworth
  • Widow Tweed (from The Fox and the Hound) as Human Mrs. Potts
  • Michael Darling (from Peter Pan) as Human Chip



NARRATOR: Once upon a time, in a faraway land, Noddy lived in a shining castle. Although he had everything his heart desired, Noddy was spoiled, selfish, and unkind. But then, one winter's night, an The Witch came to the castle and offered him a single rose in return for shelter from the bitter cold. Repulsed by her haggard appearance, Noddy sneered at the gift and turned the witch, but she warned him not to be deceived by appearances, for beauty is found within.  And when he dismissed her again, the witch's ugliness melted away to reveal a beautiful Blue Fairy. Noddy tried to apologize, but it was too late, for she had seen that there was no love in his heart, and as punishment, she transformed him into Mufasa/Simba and placed a powerful spell on the castle, and all who lived there. Ashamed of his monstrous form, Mufasa/Simba concealed himself inside his castle, with a magic mirror as his only window to the outside world. The rose she had offered was truly an enchanted rose, which would bloom until his twenty-first year. If he could learn to love another, and earn her love in return by the time the last petal fell, then the spell would be broken. If not, he would be doomed to remain Mufasa/Simba for all time. As the years passed, he fell into despair, and lost all hope, for who could ever learn to love Mufasa/Simba?

(We have seen a progression of stained glass windows illustrating the narration, as well as Mufasa/Simba shredding his portrait. The camera slowly zooms out from the castle and we see the title. Fade up on the home of Tessie Bear. She exits the front door and begins her walk into town.)

**Start of Song:  "Bonjour"**

TESSIE BEAR: Little town, it's a quiet village
Every day, like the one before
Little town, full of little people
Waking up to say...''''

MR. SPARKS: Bonjour!

MR. STRAW: Bonjour!

MRS STRAW: Bonjour!


MR. WOBBLY MAN: Bonjour!

TESSIE BEAR: There goes the baker with his tray like always
The same old bread and rolls to sell
Ev'ry morning just the same
Since the morning that we came
To this poor provincial town...''''

MR. JUMBO: Good morning, Tessie!
(Tessie Bear jumps over to the bakery)''''

TESSIE BEAR: Morning, Jumbo!

MR. JUMBO: Where are you off to?

TESSIE BEAR: The bookshop! I just finished the most wonderful story, about
a beanstalk and an ogre and...''''

MR. JUMBO: (Ignoring her) That's nice...Marie, the baguettes! Hurry up!!

MRS NOAH: Look there she goes, that girl is strange no question
Dazed and distracted, can't you tell?''''

DINAH DOLL: Never part of any crowd

MR NOAH: Cause her head's up on some cloud

TOYS: No denying she's a funny girl, that Tessie Bear!
(Tessie Bear jumps on the back of a wagon and rides through town)''''


MRS SKITTLE: Good day!

MR. TRAIN DRIVER: How is your family?

DINAH DOLL: Bonjour!

MR. SPARKS: Good day!

DINAH DOLL: How is your wife?

MRS STRAW: I need six eggs!

MR JUMBO: That's too expensive!

TESSIE BEAR: There must be more than this provincial life!

(TESSIE BEAR enters the bookshop)

MR TUBBY BEAR: Ah, Tessie Bear!

TESSIE BEAR: Good morning. I've come to return the book I borrowed.

(Putting the book back on the shelf) 
Finished already?''''

TESSIE BEAR: Oh, I couldn't put it down! Have you got anything new?

MR. TUBBY BEAR: (laughing) 
Not since yesterday.''''

TESSIE BEAR: (on ladder of bookshelf) 
That's all right. I'll borrow... this one.''''

MR. TUBBY BEAR: That one? But you've read it twice!

TESSIE BEAR: Well it's my favorite! 
(Tessie Bear swings off side of ladder, rolling down it's track) 
Far off places, daring swordfights, magic spells, a prince in disguise!''''

MR. TUBBY BEAR: (handing her the book) 
Well, if you like it all that much, it's yours!''''


MR. TUBBY BEAR: I insist!

TESSIE BEAR: Well thank you. Thank you very much! 
(leaves bookshop)''''

MR. WOBBLY MAN: (looking in window, then turning to watch her)

Look there she goes

That girl is so peculiar!

I wonder if she's feeling well!

MRS SKITTLE: With a dreamy far-off look!

MR MILKO: And her nose stuck in a book!

TOYS: What a puzzle to the rest of us is Tessie Bear!
(Tessie Bear sits on the edge of a fountain, singing to the sheep 
and the washing woman in the background, who leaves)''''

TESSIE BEAR: Oh! Isn't this amazing! 
It's my favorite part because, you'll see!
Here's where she meets Prince Charming
But she won't discover that it's him 'til chapter three!''''

MISS PINK CAT: Now it's no wonder that her name means 'beauty'
Her looks have got no parallel!''''

MR. SPARKS: But behind that fair facade
I'm afraid she's rather odd
Very different from the rest of us...''''

TOYS: She's nothing like the rest of us
Yes different from the rest of us is Tessie Bear
(GEESE flying overhead, one is shot and plummets to the ground. Master Tubby Bear runs 
over, holds out the bag, and misses catching the prize. He returns to MR. PLOD)''''

MASTER TUBBY BEAR: Wow! You didn't miss a shot, Mr. Plod! You're the
greatest hunter in the whole world!'

MR. PLOD: I know!

MASTER TUBBY BEAR: Huh. No beast alive stands a chance against
you...and no girl for that matter!''''

MR. PLOD: It's true, Master Tubby, and I've got my sights set on that one! 
(pointing to Tessie Bear)''''

MASTER TUBBY BEAR: The inventor's daughter?

MR. PLOD: She's the one! The lucky girl I'm going to marry.


MR. PLOD: The most beautiful girl in town.


MR. PLOD: And that makes her the best. And don't I deserve the best?

MASTER TUBBY BEAR: Well of course, I mean you do, but I mean...

MR. PLOD: Right from the moment when I met her, saw her,
I said she's gorgeous and I fell'

Here in town there's only she
(Tessie Bear walks by and away)
Who is beautiful as me
So I'm making plans to woo and marry Tessie Bear'

MRS. SKITTLE, DINAH DOLL & MARTHA MONKEY: Look there he goes, isn't he dreamy
Monsieur Mr. Plod, oh he's so cute
Be still my heart, I'm hardly breathing
He's such a tall, dark, strong and handsome brute
(Tessie Bear walks easily through the crowd of people in the town,
Mr. Plod struggles to catch up to her)'

MR. STRAW 1: Bonjour!

MR. PLOD: Pardon!

MR. SPARKS: Good day!


MRS TUBBY BEAR: You call this bacon?

MRS NOAH: What lovely grapes!

MR. MILKO: Some cheese!

SAMMY SAILOR: Ten yards!

MR. WOBBLY MAN: One pound

MR. PLOD: 'scuse me!

MR. TUBBY BEAR: I'll get the knife!

MR. PLOD: Please let me through!

MISS PINK CAT: This bread!

MR. JUMBO: Those fish!

MRS STRAW: It's stale!

BERT MONKEY: They smell!

MR. SPARKS: Madame's mistaken!

TESSIE BEAR: There must be more than this provincial life!

MR. PLOD: Just watch I'm going to make Belle my wife!
(TOYS gather around MR. PLOD, and eventually surround him)'

TOYS: Look there she goes a girl who's strange but special
A most peculiar mademoiselle
It's a pity and a sin
She doesn't quite fit in!'

GROUP 1: But she really is a funny girl

GROUP 2: A beauty but a funny girl

TOYS: She really is a funny girl! That Belle!

**End of Song**

MR. PLOD: Hello, Tessie Bear.

TESSIE BEAR: Bonjour Mr. Plod.
(MR. PLOD grabs the book from TESSIE BEAR)
Mr. Plod, may I have my book, please?

MR. PLOD: How can you read this? There's no pictures!

TESSIE BEAR: Well, some people use their imaginations.

MR. PLOD: Tessie, it's about time you got your head out of those books
(tossing book into the mud)
and paid attention to more important me! The whole town's talking about it.

MRS SKITTLE, DINAH DOLL AND MARTHA MONKEY: (who are looking on, sigh. 'Tessie Bear
has picked up the book and is cleaning off the mud)'

It's not right for a woman to read--soon she starts getting ideas... and thinking.

TESSIE BEAR: Mr. Plod, you are positively primeval.

MR. PLOD: (Putting his hand around her shoulders)
Why thank you, Tessie. Hey, whaddya say you and me take a walk over to the tavern and have a look at my hunting trophies.

TESSIE BEAR: Maybe some other time.

MRS SKITTLE: What's wrong with her?

DINAH DOLL: She's crazy!

MARTHA MONKEY: He's gorgeous!

TESSIE BEAR: Please, Mr. Plod. I can't. I have to get home and help my uncle. Goodbye.

MASTER TUBBY BEAR: Ha ha ha, that crazy old loon, he need all the help he can get!
(MR. PLOD and MASTER TUBBY BEAR laugh heartily)'

TESSIE BEAR: Don't you talk about my uncle that way!

MR. PLOD: Yeah, don't talk about her uncle that way!
(He conks MASTER TUBBY on the head.)'

TESSIE BEAR: My uncle's not crazy! He's a genius!

(Explosion in background. MR. PLOD and MASTER TUBBY BEAR continue
laughing. TESSIE BEAR rushes home and descends into the basement.)'


BIG EARS: How on earth did that happen? Dog gonnit!
(He pulls the barrel off his waist, along with his pants.)'

TESSIE BEAR: Are you all right, Uncle?

BIG EARS: I'm about ready to give up on this hunk of junk!
(kicking machine)'

TESSIE BEAR: You always say that.

BIG EARS: I mean it, this time. I'll never get this boneheaded contraption to work.

TESSIE BEAR: Yes, you will. And you'll win first prize at the fair tomorrow

BIG EARS: Hmmmph!

TESSIE BEAR: ...and become a world famous inventor!

BIG EARS: You really believe that?

TESSIE BEAR: I always have.

BIG EARS: Well, what are we waiting for. I'll have this thing fixed in no time.
(sliding under machine)
Hand me that dog-legged clencher there... So, did you have a good time in town today?

TESSIE BEAR: I got a new book. Uncle, do you think I'm odd?

BIG EARS: My Niece? Odd?
(Appears from under machine with bizarre goggle contraption on his head distorting his eyes) Where would you get an idea like that?

TESSIE BEAR: Oh, I don't know. It's just I'm not sure I fit in here. There's no one I can really talk to.

BIG EARS: What about that Mr. Plod? He's a handsome fellow!

TESSIE BEAR: He's handsome all right, and rude and conceited and...Oh Uncle, he's not for me!

BIG EARS: Well, don't you worry, cause this invention's going to be the

start of a new life for us.
(Comes out from under machine)
I think that's done it. Now, let's give it a try.
(MACHINE whirs and chops wood, just as it should)

TESSIE BEAR: It works!

BIG EARS: It does? It does!

TESSIE BEAR: You did it! You really did it!

BIG EARS: Hitch up Car, girl. I'm off to the fair!
(Log strikes him in the head, knocking him out. Fade to later in the day)'

TESSIE BEAR: Good bye, Uncle! Good luck!

BIG EARS: Good bye, Tessie Bear, and take care while I'm gone!
(BIG EARS and CAR continue on their journey until they become lost)'

BIG EARS: We should be there by now. Maybe we missed a turn. I guess I should have taken a...wait a minute. 
(Lifts lantern to illuminate sign giving directions to Anaheim and Valencia) 
Let's go this way!
(CAR looks right, at a dark, overgrown path, then left 
towards a more inviting route, then begins to go left)

BIG EARS: Come on, Car! It's a shortcut. We'll be there in no time! (CAR and BIG EARS continue through the dark.)

BIG EARS: This can't be right. Where have you taken us, Car? We'd better turn around...and...whoa...whoa boy, whoa Car. Oh, oh! Look out! (A swarm of bats fly out of a tree. CAR runs through the forest  avoiding everything until he almost runs over the edge of a cliff)

BIG EARS: Back up! Back up! Back up! Good boy, good boy. That's good, that's--back up! Steady. Steady! Hey now. Steady.  (CAR finally bucks him off.)  Car! 
(CAR runs away, leaving BIG EARS on the edge of the cliff.) 
Car? Oh no! 
(He looks up and sees HYENAS growling at him. BIG EARS runs away, being chased by the HYENAS. He stumbles down a hill, and lands at the gate of a castle. He grabs the locked gate and tries to shake it open.)

BIG EARS: Help! Is someone there?
(The gate opens, and BIG EARS runs in. He slams the gate in the faces of the HYENAS. Leaving his hat on the ground as the rain begins to fall, BIG EARS runs to the castle and bangs on the door. It creaks open and he enters, cautiously.)

BIG EARS: Hello? Hello?
(Watching from a table near the entrance are FLOUNDER and SEBASTIAN)

FLOUNDER: (Barely whispering) 
Old fellow must have lost his way in the woods.

SEBASTIAN: (Also whispering) 
Keep quiet! Maybe he'll go away.

BIG EARS: Is someone there?

SEBASTIAN: Not a word, Flounder. Not one word!

BIG EARS: I don't mean to intrude, but I've lost  my car and I need a place to stay for the night.

FLOUNDER: (looking at SEBASTIAN like a child having just found a lost puppy) Oh Sebastian, have a heart.

SEBASTIAN: Shush shush shhhhh! 
(SEBASTIAN puts hand over FLOUNDER'S mouth, who promptly  proceeds to growls SEBASTIAN.) Ow ow Ow OW OW OUCH!!!!!

FLOUNDER: Of course, monsieur, you are welcome here.

BIG EARS: (looking around in confusion)  Who said that? 
(He picks up the fish, not realizing that the speaker is in his hand)

FLOUNDER: (Tapping him on the shoulder)  Over here!

BIG EARS: (Spins around, pulling FLOUNDER to the other side)  Where?

FLOUNDER:  (Taps BIG EARS on the side of the head. BIG EARS looks at FLOUNDER.) Allo!

BIG EARS: Oh!!!!  (Startled, he drops FLOUNDER onto the floor.)  Incredible!

SEBASTIAN: (hopping over)
Well, now you've done it, Flounder. Splendid, just peachy--aaarrrgghh!

BIG EARS: How is this accomplished?
(He fiddles with SEBASTIAN)

SEBASTIAN: Put me down! At once!
(BIG EARS tickles the bottoms of SEBASTIAN's feet. He laughs. He begins to squeeze SEBASTIAN's head, BIG EARS opens the front of SEBASTIAN and begins to play with his crimson shell. SEBASTIAN slams the crimson shell shut on his finger.)
Sir, close that at once, do you mind!

BIG EARS: I beg your pardon, it's just that I've never seen a crab that...aah...i mean...aah aah aah-chooo!!!! (MAURICE sneezes in the face of SEBASTIAN, who proceeds to wipe his face off using his claws in a very anachronistic windshield wiper manner.  MAURICE sniffles, indicating the cold he has caught from being in the rain.)

FLOUNDER: Oh, you are soaked to the bone, monsieur. Come, warm yourself by the fire.

BIG EARS: Thank you.

(FLOUNDER and BIG EARS head towards the den, with SEBASTIAN running after them.)

SEBASTIAN: No, no, no, do you know what the master would do if he finds you here. (MUFASA/SIMBA is watching the action from an overhead
walkway, and rushes off as the trio enters the den.)
I demand that you stop...right...there!
(SEBASTIAN tumbles down the steps. BIG EARS takes a seat in a large chair in front of a roaring fire.)
Oh no, not the master's chair!
(DUMBO rushes past SEBASTIAN, trumpeting up a storm.) I'm not seeing this, I'm not seeing this!

BIG EARS: (As DUMBO rushes up to him) Well, hello there, boy. (DUMBO props himself up under the feet of MAURICE. BALOO enters and removes his cloak.) What service!

SEBASTIAN: All right, this has gone far enough. I'm in charge here, and
(SEBASTIAN is run over by the (once again) anachronistic IndyCar sounding teacart of PINGU'S MOM)

PINGU'S MOM: (Arriving by the side of BIG EARS)
How would you like a nice spot of tea, sir? It'll warm you up in no time.

(Pours tea into baby penguin (PINGA), which hops over into BIG EARS' open hand)

SEBASTIAN: (from face down position on carpet) No! No tea, no tea!!!

PINGA: (As BIG EARS sips the tea) Ha ha! His moustache tickles, mommy!

BIG EARS: (Startled by the baby penguin) Oh! Hello!

(The door to the den slams open and a strong gust of wind blows into the room, extinguishing FLOUNDER's dorsal fin and the fire in the fireplace. SEBASTIAN dives for cover. PINGU'S MOM begins to shake. PINGA jumps back onto the tea cart and takes refuge from behind her mother)

PINGA: Uh oh!

(MUFASA/SIMBA enters. We see him in full for the first time. He is on all fours. He looks around in the darkness.)

MUFASA/SIMBA: (Growling his words)
There's a stranger here.

FLOUNDER: Master, allow me to explain. The gentleman was lost in the woods and he was cold and wet...

(FLOUNDER'S last sentence is drowned out by the very loud growl of MUFASA/SIMBA.

FLOUNDER looks down, dejected.)

SEBASTIAN: (Coming out from under a rug) Master, I'd like to take this moment to say...I was against this from the start. I tried to stop them, but would they listen to me? No, no, no!

(Again, MUFASA/SIMBA'S growl drowns out SEBASTIAN. BIG EARS looks to one side of the chair, then to the other and sees MUFASA/SIMBA.)

MUFASA/SIMBA: Who are you! What are you doing here?

BIG EARS: (Very scared and backing away from the advancing MUFASA/SIMBA) I was lost in the woods and... (stares at MUFASA/SIMBA)

MUFASA/SIMBA: (Advancing on him) You are not welcome here!

MAURICE: I'm sorry

BEAST: What are you staring at?

MAURICE: (Cowering under BEAST)
Noth-noth-nothing! (Turns to leave)

BEAST: (Racing around and blocking the entrance with surprising speed)
So, you've come to stare at the beast, have you?

MAURICE: Please, I meant no harm! I just needed a place to stay .

BEAST: I'll give you a place to stay!

(BEAST picks up MAURICE, carries him out of the room and slams the door, plunging the den, along with COGSWORTH, LUMIERE,MRS. POTTS, and CHIP into darkness.  Fade out. Fade in to BELLE's cottage, seen from P.O.V. of GASTON and LEFOU.)

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