After a couple of hours, the party ended and the guests headed home. Mairin was bummed that her crush, Alain had to leave much to Calem and Serena's amusement, but she was secretly happy that she got to listen to Mr. Coovers' stories next to him and even convinced him to share a dance with her. Aria was giddy the whole night even after Pierre went home much to Serena's annoyance. Thus the Sycamore family went upstairs and went to bed, happy yet exhausted from their party, they each fell asleep in their beds without a hitch.

But as it grew close to one in the morning, there was one soul that has not fallen asleep. Despite lying comfortably in her warm bed and constantly listening to a music box that would usually help her go out like a candle, Serena is unable to sleep at all. She tosses and turns, but despite her efforts, only Shauna has succeeded in sleeping on top of her bed cuddled up in a cute little ball. No matter how hard she tries, her mind is stuck on Uncle Timothy's story about the nutcracker and spells and the evil Rat Queen and her son, Powuru. Despite her godfather telling her that it wasn't a true story, the little child inside the 17-year-old began to imagine finding out that it was true. That standing inside the toy cabinet downstairs at this very moment is a real life boy who dreams of becoming a ballet dancer just like her but was trapped by an evil magical rat whose son wants to kill him out of vengeance.

Finally, she decides she has had enough. She gets out of bed, puts on her slippers and her bedrobe and exits her room. The sudden movement wakes up Shauna who looks around curiously before following her owner. The two of them walk downstairs quietly until they enter the living room where the toy cabinet is standing next to the Christmas tree. Serena opens the glass doors of the cabinet and smiles as she sees the nutcracker standing on the top shelf. She takes it out of the cabinet and places him on a nearby table. She looks at it fondly for a moment before her childish side gets the better of her and she begins to speak to it.

"Good evening, Nutcracker," she says quietly yet warmly. "Are you enjoying your stay here?"

As expected, the nutcracker gave no response.

"I hope you are," Serena says before looking at his mouth with a frown. "I'm terribly sorry about your two front teeth. That Calem is such an irresponsible boy. I should have known better than to let him have a turn as your uncle said. Don't worry though, Uncle Timothy will fix you up before you know it."

Again, no response from the nutcracker.

"What's that? You would like to meet your subjects, Prince of the Dolls?" Serena asks. "Oh yes, of course, how thoughtless of me."

She opens the cabinet again and takes out a doll of an old woman to present to the nutcracker.

"This is Helga, my oldest doll," she says. "She can be as stubborn as her once blonde hair is gray, but she's actually very kind."

She puts Helga away and then takes out a toy soldier that has a large, white mustache and looks worn out.

"This is Entalmorfous, a distinguished soldier and Helga's husband," Serena says. "He's a very noble but tired soldier. He tries his best, but his silly old leg keeps acting up on him after so many battles. It makes poor Helga terribly worry every time he goes out to fight despite his condition."

Serena lets out an amused giggle as she puts the old toy soldier away and takes out her new doll.

"This is my new doll, Hillary," she says. "She is Entalmorfious and Helga's only child. She's very kind like her mother, but will lose her temper if you ruin her outfit."

Finally, she puts away Hillary and takes out Mairin's two new dolls.

"These are my sister, Mairin's new dolls, Dawn and Kenny," Serena says. "They love each other fondly as any married couple should, but Kenny gets irritated every time Dawn calls him by the lovey-dovey nicknames she gives him. I'm sure all of the dolls will serve you faithfully, Your Highness,"

Serena giggles lightly again as she puts Dawn and Kenny away. Deep down she is enjoying giving to her childish imagination just for the sake of pretending that her godfather's nephew is really there trapped as a nutcracker. She scratches her chin in thought and gets another idea.

"What an enchanting melody," she says suddenly. "What's that, Nutcracker? Shall we dance? Oh yes, please."

With that, she picks up the nutcracker with both hands and begins to dance. Her eyes are glued to the doll as she turns and spins holding it close. She hums a simple tune as she looks at the nutcracker's face, studying it from his brown eyes, to the z shaped marks on its cheek to its raven-hair. Her smile grown as she looks at its facial features fondly.

"You know something, nutcracker? You remind me of a boy I meet a long time ago," she says as she dances with the doll. "He wanted to be a ballet dancer just like you and me and taught me to never give up. I doubt you would have met him before, though. I met him all the way in Cerulean City and you probably never went anywhere outside of Pallet Town before breaking Princess Giselle's spell, have you?"

Once again the lifeless nutcracker makes no response.

"Still, it would be interesting if the three of us could meet in person," Serena says. "Perhaps if my family stayed in Kanto and you had not been cursed we could have met in person with that boy. Maybe we could have joined together as a trio of dancers. Together we would be Serena, Ash and whatever was the name of that -"

Suddenly, Serena's thoughts are interrupted with the sound if a faint crash. She gasps and turns around to see that Shauna accidentally broke an ornament from the Christmas tree.

"Shauna, you'll get me into trouble," Serena hisses as she puts the nutcracker back in the toy cabinet and picks up the pieces of the ornament. She throws the pieces away and turns to her kitten with a sad sigh.

"I think it's time we go back upstairs," she says.

But as soon as Serena spoke, she hears a strange squeaking sound. She looks around wondering where it is coming from while the squeaking grows louder with each passing second. Serena grows afraid as she realizes that the sound sounds like the squeaking from rodents and she begins to wonder if any mice or rats have entered the house.

Suddenly, the curtains begin to move as if there is wind coming from the windows even though they are closed. The squeaking sound continues to grow louder until it sounds like a hundred rodents have surrounded the room. Serena's fear rises until she turns to the grandfather clock on the other side of the room and a strange, see-through figure appears through the clock. Her fear turns into disapproval as she recognizes the figure.

"Uncle Timothy? What in the world are you doing here?" She asks.

But the ghostly figure of Uncle Timothy does not respond. Instead, it just floats on top of the clock with its eyes fixed on the honey blonde girl.

"Uncle Timothy, this isn't funny," Serena says with a serious frown. "You come down here and cut out this act right this instant."

Again, the figure remains silent and shows no movement apart from a simple blink of its eyes.

"Uncle Timothy, stop this at once," Serena demands, growing frustrated. "If you don't knock it off, I will tell Mama and Papa."

Suddenly, the see-through figure of Uncle Timothy waves its hands in the air and a large pile of sparkly dust flies all over the room. Serena gasps as a fire suddenly appears in the fireplace giving the room light. Shauna hides behind Serena's feet, scared while Serena herself wonders what is going on.

Suddenly, the squeaking sound returns and Serena gasps as dozens of rats appear from the shadows of the furniture and march toward her clothed in armor and carrying swords, clubs, maces, and shields. Serena and Shauna step back as the rats march toward them with bloodthirsty looks on their faces.

"W-w-what's going on?" Serena asks fearfully as she picks up Shauna in a desperate attempt to protect her dear kitten.

Just then, a cold chuckle is heard which sends shivers down Serena's spine. Her heart sinks as one more rat appears from the shadows with a cruel, vicious grin on its face. It is twice the size of the other rats with a muscular build and is clothed in black armor and a golden crown on its head. Its tail is crooked and flat and it holds a black and blood-red sword with its left front paw. Serena stares at the large rat in fear, wondering if it is what she thinks it is until the rat climbs to the top of a chair and the other rats turn to look at it as it stands majestically.

"Rats, salute your monarch," the large rat growls in a cold voice.

The rats let out large high-pitched cheers as they beat their breasts and bang their swords and shields together. Some of them began beating war drums and a few of them drop their weapons, get down on all fours and start dancing like acolytes doing a ritual for a pagan god.

"Long live the rat king!" The rats declare. "All hail Powuru! Glory to Powuru!"

The large rat grins as he watches the other rats give all this praise to him. Serena's heart sinks as her worries are confirmed.

"P-Powuru? It can't be," she says holding Shauna tightly.

"My time has come, at last, my subjects," Powuru declares. "For three years that bald man has been trying to hide that pathetic nutcracker from one region to another. Time and time again they evade my wrath, but now the Prince of the Dolls is defenseless once more and now is the time to destroy him once and for all."

The other rats let out loud battle cries in response. Serena turns to the nutcracker that is still standing on the top shelf of the toy cabinet lifeless.

"He's really trying to destroy nutcracker," she says in realization. "Oh Shauna, what do we do?"

Just then, the ghostly figure that resembles Uncle Timothy waves its hands again and once more, golden sparkles fill the air above. Serena looks curiously until she hears sounds of yawning and she turns her head only to gasp at the sight of all of the toys in the toy cabinet moving. All of the dolls and toy soldiers yawn and stretch like they have been sleeping for days. Serena stares at all of them, unable to believe her eyes.

"What in the world is going on? I need my beauty sleep?"

Serena gasps again after hearing her new doll, Hillary speaking with a weary tone in her voice. Helga, who is standing next to her yawns before she sees the rats and gasps.

"Oh dear," she says fearfully in an elderly way. "We're under siege. Where is the Nutcracker? Where is the prince?"

"Yeah, where is that darn prince?" Mairin's doll, Dawn asks with an irritated frown. "I need him to defend us so that my Kennykins will be safe."

"H-hey, I don't need protection," Mairin's other doll, Kenny claims, trying to sound tough. "Let me at those ugly rodents. I fear no pain."

"Oh, sweetie pie, who are you kidding?" Dawn asks with an unimpressed look. "You whimper in pain whenever I feel like squeezing my hubby affectionately."

"Hey, that's not fair. You have strong arms," Kenny whines. "And don't call me names like that."

"I say," the old toy soldier named Entalmorfious mutters tiredly. "What is all the commotion?"

Serena's mouth hangs open as she and Shauna watch the toys act just like the 17-year-old girl said right before their eyes. Suddenly, she hears one last yawn on from the top shelf and she gasps one more time to see her nutcracker not only awake but transformed. Instead of a wooden face in a wide grin, the doll has turned skinny and his face has shrunk into a round shape. His nose is still cylinder and it's two front teeth are still missing. The Nutcracker shakes his head to keep himself awake before he checks his surroundings.

"What's going on?" He asks. "Where am I? Where are my two front teeth?"

Hearing him wake up, Helga and Hillary climb to the top shelf to approach the Nutcracker.

"Prince Nutcracker, please save us," Helga pleads. "We are all in danger."

"How did I get here?" The Nutcracker asks. "The last thing I remember, I was in the house of an irritated girl named Iris and -"

"We're in the middle of a crisis and you're going on about some girl?" Hillary rebukes. "We need you to save us from those filthy beasts right away."

"Filthy beasts? What are you -" the Nutcracker begin until he turns to see the rat army and gasps. "Oh no. It's Powuru!"

The Rat King grins at the Nutcracker's realization and points his sword at a distance.

"You have avoided my wrath for the very last time, Prince of the Dolls!" He roars. "I find you again as the Lord of the Rats, but after tonight I shall make myself the Lord of the Dolls. Then I will become lord of everything and none of you can stop me."

Once again the rats let out loud and proud war cries in support of Powuru. Most of the dolls and toy soldiers quiver in fear as the rats begin to surround Serena, Shauna, and the toy cabinet.

"Come on, Your Highness, you got to save us," Helga pleads.

"I can't," the Nutcracker says discouraged. "He's been after me for years and his army is very powerful. I don't even know how I'm still alive all this time."

Helga frowns and in a motherly tone says, "Prince Nutcracker, stop making excuses at once. You help no one by being afraid of the enemy. Now get down there and save us from those rats!"

The Nutcracker steps back taken back by Helga's outburst. He turns to Hillary who merely smirks in amusement as if she was waiting for her mother to snap at The Nutcracker like that. The Nutcracker himself hesitates before he sighs in defeat.

"I'll do my best," he says.

Helga smiles and nods in approvement before the Nutcracker climbs down from the toy cabinet and looks up to face all the toys.

"Dolls, soldiers, everyone in the toy cabinet," he begins. "Do not give into fear. If we work together, we can take down the rat king and his forces."

"Hail Nutcracker! Hail Nutcracker!" The dolls and toy soldiers shout, instantly encouraged by his words.

The Nutcracker feels equally encouraged by their support before his face turns serious and he shouts, "Rally the troops! Bring down the cannons and ammunition! Prepare for battle!

The toy soldiers salute and begin climbing down the toy cabinet and use rope to lower the toy cannons and cannonballs to the ground. Serena keeps looking in disbelief while still holding on to Shauna protectively.

"You there, what's your name?" The Nutcracker asks Entalmorfious as he climbs down.

"I am Entalmorfious at your service, Prince Nutcracker," the old soldier replies proudly with a salute.

"Oh no, not my Entalmorfious," Helga groans, instantly worried for her husband.

"How knowledgeable are you in battle?" The Nutcracker asks.

"Ha! I am well versed in the disciplines of war, Nutcracker," Entalmorfious boasts. "Why there isn't a single battle I haven't studied from the Siege of Azoth to the battles of Santalune, Avignon, Kalos Canyon, Azure Bay..."

"Excellent," The Nutcracker says confidently. "Then I commission you commander of the cavalry."

All the dolls and toys gasp in surprise, but no one is as surprised as Entalmorfious.

"C-c-c-c-commander?" The old soldier sputters.

"Entalmorfious, you're the only one out of all of us that has any strategic experience," The Nutcracker points out. "I'm counting on you to help me save the toy cabinet."

Entalmorfious sputters out incoherent words, trying to protest against the Nutcracker's decision. He turns to the other toy soldiers who only give looks of agreement much to his dismay.

"Come on, Daddy!" Hillary encourages from the top shelf while shaking her fist in the air. "You can do it! Slice those ugly beasts to pieces!"

"Hillary! Don't encourage your father!" Helga hisses angrily.

Entalmorfious sighs and salutes to the Nutcracker.

"Understood, sir," he says.

The Nutcracker nods in approval before turning to the other toy soldiers.

"Men, line up," he orders. "Infantry in the front, cannons in the back."

The toy soldiers salute and carry out their orders. The infantry loads their guns with tiny corks while the other soldiers load their cannons. The rats line up together and draw their weapons in response. They let out battle cries once again trying to intimidate the toy soldiers.

"Stand your ground, men," The Nutcracker orders. "And infantry, remember; their armor is weak at the neck and under the arms."

The infantry nods in understanding while Serena looks at The Nutcracker confused.

"How does he know that?" She asks herself.

But her thoughts are interrupted when Powuru jumps off from the chair he was standing and lands on the ground perfectly. He stands behind his force of rats and growls.

"Charge!" he shouts.

The rats charge toward the toys with bloodthirsty looks in their eyes. The Nutcracker watches them carefully before he raises his right hand.

"Ready," he orders the infantry. "Aim....fire!"

The soldiers fire their rifles sending tiny corks flying. Several of them hit some of the rats knocking them off their feet, but the rest are still charging after them.

"Infantry reload. Cannons fire!" The Nutcracker orders.

The cannons fire hitting many more rats. Powuru, however, grins in amusement.

"So he wants to play rough again, does he? Such an amusing waste of time," he hisses before turning to the rats standing next to him. "Fire at will!"

The rats nod and take out slingshots almost their size and fire large marbles at the toy soldiers. The infantry only has a moment to react before several of them are knocked off from the ground. The rats in the front lines take advantage of this and begin charging at the toys again. The Nutcracker frowns before he turns to Entalmorfious.

"Commander Entalmorfious, prepare the cavalry for a charge," he orders.

"Yes sir," Entalmorfious says with a serious salute before turning to the toy soldiers in horses. "Men, await my signal."

The calvary nod in understanding as the rats get closer to them. Entalmorfious raises his hand and waits until the enemy is close enough to lower his hand.

"Now!" He shouts.

Taking the rats by surprise, the cavalry charges toward them and run their enemy over. The toys cheer with their morality raised as the horsemen ram through the rats' forces like they are made out of paper mache. Even Serena smiles at the sight of the toys appearing to be winning the battle. However, their cheers are short-lived when the cavalry become overconfident and start running towards the rat king.

The Nutcracker gasps in horror and shouts, "No, don't go after Powuru! He's too dangerous!"

But the toy horsemen don't listen and continue to charge at the large rat. Powuru's smirk grows and he stands still pretending to be helpless until the horsemen get close enough and he takes out his black and red sword. The horseman don't realize what is happening before Powuru swings his sword forward with great speed and cuts off the front legs of one of a soldier's horse right from the knees. The horse cries in pain as it falls down face first and the soldier flies out of his saddle. Powuru lets out a venomous growl and swings his sword at two other horses cutting one close to the knee and taking out the eye of another. The rest of the horses neigh in fear and knock their riders out of their saddles and run away for their lives.

"Oh no. Come back!" The Nutcracker calls out.

But it is no use. The remaining toy horses run out of the living room as fast as their toy legs could carry them. The horsemen run away from Powuru before he starts cutting them to pieces with his sword. The rats take advantage of this and begin their final attack on the toys. Before Serena knows it, the rats and toy soldiers are clashing swords and other weapons against each other all over the living room floor. The toy soldiers are fighting gallantly against the invaders, but they are ultimately little match against the rats which are stronger and better equipped. Eventually, Entalmorfious and the Nutcracker take out swords and join in the fight.

"If we do not face each other in heaven then I shall take them straight to hell!" Entalmorfious shouts bravely as he and the Nutcracker jump into the fight.

"Such language from Daddy," Hillary says appalled. "It's absolutely shocking."

Helga, however, has her eyes on her husband with a terrified look. She watches from the top shelf of the toy cabinet as Entalmorfious fights one of the rats. The old doll's face turns into a look determination before she turns to her daughter.

"Shocking or not, they need our help," she says seriously.

"What?!" Hillary shouts.

"Dawn, let's help the others," Helga calls out to the shelf below her.

"Right," Dawn says determinedly as she begins climbing down the toy cabinet with Helga.

"H-hey, I wanna help too!" Kenny calls out.

"No, you are staying up there where I want you safe and waiting for me," Dawn commands firmly.

Kenny whines as he reluctantly obeys his wife while Helga turns to her daughter who is so on the top shelf.

"Come on, Hillary. We have to help your father," the elder doll commands.

Hillary tries to utter out words of protest, but her doll mother has already climbed down the cabinet and started running over to Entalmorfious' aid before she can try.

"Oh woe me," she whines like a child before she reluctantly climbs down.

"Hey, come on, you ladies can fight but I can't?" Kenny complains.

Serena can't help but giggle at the male doll's misery. She then turns back to the fight where she sees Helga and Dawn picking up swords from some of the rats that have been killed and start fighting beside Entalmorfious. Hillary, however, is screaming and running for her life in fear as soon as one rat noticed her and started chasing after her. As she runs, the rat catches up with Hillary and swings his sword which misses her skin but creates a large cut on the back of her dress.

"MY DRESS!!!!" Hillary screeches hysterically.

She turns to the rat with her face red with rage and a deadly glare that drains the blood of the rodent out or fear. Without further hesitation, Hillary picks up a club from a dead rat lying next to her and swings it right at the rat's head. Entalmorfious turns his head just in time to see his daughter's opponent fall to the ground.

"Well done, Hillary!" The old soldier toy cheers. "Show your enemies what you are made of!"

Hillary merely gives her father a nod before running to another rat from behind and attacking it with her club in a fit of childish rage. Meanwhile, another rat is pushing Dawn back as they clash swords until she is pushed to a corner next to the toy cabinet. Kenny squeaks, worried for his wife and so in an act of desperation takes out a gumball from the candy jar and throws it at the rat. The gumball hits the rat right on the most protective side of its helmet much to Kenny's grief, but it made the rat lift its head giving Dawn the advantage to stab it in the stomach.

"That's for the distraction, Kenny-Boo!" Dawn calls out with a cute grin before going back to the fight.

"Anytime sweetie," Kenny groans half upset because he failed to kill the rat and half embarrassed of his wife's nickname for him.

The battle slowly becomes evenly matched with Helga, Hillary, and Dawn aiding the soldiers. For Serena, however, she is more worried for the Nutcracker who is still fighting in the spot where the battle is the most violent. He cuts down every rat that approaches him without fear as if he has been doing this for a long time, but she can see that he's tiring from so much fighting. She wishes there is something she can do to help him but with the rats' sharp weapons and her need to keep Shauna safe, she doesn't think there is much she can do despite her size.

Serena then turns to the grandfather clock on the other side of the room where the see-through figure of Uncle Timothy is still there. The figure appears to still do nothing but watch the battle intently while standing perfectly still. Serena stares at the figure confused and upset that her godfather seems to be doing nothing to aid the Nutcracker that might be his nephew. She wants to scream at this ghost telling him to magically make the rats go away so that the toys will be safe.

Suddenly, it hits her that in the midst of the battle she hasn't seen Powuru since the cavalry tried to attack him. She looks all over the floor desperately, feeling scared that the large rat is nowhere to be found. Finally, she spots him next to the fireplace where two other rats are using the fire from the fireplace to light a candle. They hand the candle over to the rat king and he grabs it with one paw and takes out his sword with the other, letting out a low, maniacal laugh. He turns to the other rats and gives them a serious nod. They nod back in understanding and one of them takes out a horn and blows letting out a harsh noise. The rats fighting in the battle acknowledge the horn and back away from the battle giving Powuru the opening he needs to charge at the Nutcracker who is tired and unaware of what is happening.

"Your Highness, watch out!" Helga calls out.

It is no use. The Nutcracker is too fatigued and none of the dolls are close enough to help him move away from the large rat coming towards him with his sword and candle. Powuru lets out a loud, evil laugh as he races to the Nutcracker, excited to kill him. Serena gasps in horror and looks around to find something she can throw to stop him. Finally, in an act of desperation, she puts Shauna down, takes off one of her slippers and throws it at Powuru. The slipper hits its target causing Powuru to trip and lose his grip on the candle. He falls down on his face and the candle flies in the air before landing on top of the rat king with the flame lying close to his tail. The tail catches on fire and the rat king screams in pain and starts running all over the room trying to put the flame out.

"My tail!" He roars in pain. "My tail is on fire! My tail is on fire!"

The other rats watch their leader scream in pain as his tail burns. The dolls notice this and Entalmorfious takes advantage of it.

"Men, force them back!" He orders.

With the spirits of the toys lifted they charge at their enemy. The rats' morale is so low from seeing their powerful king injured that they scream and run away in fear from the toys. They run out of the living room and into the holes from which they came. The toys cheer victoriously and the Nutcracker smiles in approval before turning to his soldiers.

"Who was it that saved me from Powuru?" He asks.

"That would be the tall girl, Serena, Your Highness," Kenny answers from the toy cabinet pointing at Serena. "She threw her slipper at that horrible rodent."

"It's true, I saw the whole thing," one of the soldiers says.

"Three cheers for Serena," Entalmorfious announces.

Serena smiles, feeling overwhelmed as all the toys cheer happily for her deed. Even the ghostly figure of Uncle Timothy smiles in approval. The Nutcracker, however, turns to Serena and gasps loudly earning everyone's attention.

"It...it can't be," he says in shock.

He slowly walks over to Serena who looks at him confused with Shauna standing next to her.

"W-what's the matter, Nutcracker?" She asks, mentally dumbfounded that she just spoke to a talking doll.

"Serena? Is that really you?" The Nutcracker asks, slowly looking excited to see her. "It's me, Ash. I don't think gave you my name, but I was the boy who helped you in ballet class a long time ago. Don't you remember? 'Don't give up until it's over.' That's what I told you."

Serena gasps loudly in surprise. She stares at The Nutcracker who looks at her in confusion. But before she can say anything, she steps back and slips on one of the toy cannonballs. The last thing Serena remembers is letting out a short scream before she hit something hard in her head and everything goes black.