Marcher:    Oh I come from a land    From a faraway place    Where the caravan horses roam    Where it's huge and golden    And the magic is intense    It's barbaric, but hey--it's home!    When the wind's at your back    And the sun's from the west    And the wine in the glass is right to Come on down,    Stop on by    Hop a horse and ride    To another Asgardian night!    Asgardian nights    Like Asgardian days    More often than not    Are happy than sad    In a lot of good ways    Asgardian nights    'Neath Asgardian moons    A fool off his guard    Could fall and fall hard    Out there on the hills.    Ah, Hello and good evening to you worthy friend.    Please, please, come closer--(Camera zooms in hitting marcher in the face) Too close, a little too close.  (Camera    zooms back out to CU)There. Welcome to Asgard.  City of mystery, of enchantment, and the finest merchandise this side of the Bi-frost, on sale today, come on down!    Heh, heh.  Look at this! Yes!  Combination hookah and coffee maker--also makes Julienne fries.  Will not break    (taps it on the table), will not--(it falls apart)--it broke.  Ooohhh!  Look at this! Pulls out Tupperware) I    have never seen one of these intact before.  This is the famous Joteunheim Tupperware. Listen.  (Pries it open,    makes a raspberry sound.)  Ah, still good. (Camera begins to pan to right.  MARCHER hurries to catch it.)  Wait,    don't go!  (Stop pan.)I can see that you're only interested in the exceptionally rare.  I think then, you would be most rewarded to consider...this.  (MARCHER    pulls the MAGIC HAT out from his sleeve.) Do not be fooled by its commonplace appearance.  Like so many things, it is not what is outside, but what is inside that counts.  (Another pan, this one slower to left.    Again, MARCHER rushes to catch up.)  This is no ordinary hat!  It once changed the course of a young god's life.    A young god who liked this hat was more than what he seemed. A God of Mischief.  Perhaps you would like to hear the tale?  (MARCHER pours shiny gold from the    hat into his hand.)  It begins on a night (MARCHER    throws gold dust into the sky, where it forms a starry nightscape.), where a dark man waits, with a dark purpose. (Camera tilts down to find THANOS sitting on his horse and JOSH    on his shoulder. FARKAS comes riding up to the pair.)

Thanos:  You...are late.

Farkas: A thousand apologies, O patient one.

Thanos:  You have it, then?

Farkas: I had to slit a few throats to get it.  (Pulls out half of the medallion.  THANOS reaches out for it,        but FARKAS yanks it back.)  Ah, ah, ah!  The treasure!        (JOSH squawks as he flies by and grabs the medallion.)  Ouch!

Thanos:  Trust me, my pungent friend.  You'll get what's coming to you.

Josh:   What's coming to you!  Awk! (THANOS pulls out the second half of the medallion.  He connects them, and the insect medallion begins to glow.  Finally, it    flies out of THANOS's hand, scaring the horses, and is off    towards the forest.)

Thanos:  Quickly, follow the trail! (All ride off, following the glowing speck of light, until it reaches a large hill.  It separates into two and the halves plunge into the hill.  All that remains are two glowing points of light on the hill.  But then the hill begins to rise, transforming into a giant lion's head, with the glowing    points serving as the eyes.)

Thanos:  At last, after all my years of searching,  the cave of wonders!

Josh:       Awk!  Cave of wonders!

Farkas: By Odin!

Thanos:  Now, remember!  Bring me the hat.  The rest of the treasure is yours, but the hat is mine! (FARKAS starts to approach the lion's mouth, which forms the entrance to the cave.  He chuckles as he goes.)

Josh:   Awk, the hat!  Awk,  the hat!  (Now that JOSH and    THANOS are alone, JOSH opens up in normal English.)    Jeez, where'd ya dug this bozo up? (THANOS puts his finger to his lips and shushes him.  FARKAS reaches    the cave, but is blown away by the roar of the cave's speaking.)

Cave:       Who disturbs my slumber?

Farkas: It is I, Farkas, a humble thief.

Cave:       Know this.  Only one may enter here.  One whose worth lies far within.  A God of Mischief. (FARKAS turns to THANOS with a questioning look.)

Thanos:  What are you waiting for?  Go on! (FARKAS hesitates, then moves one foot inside the cave.  With great apprehension, he plants his foot down.  Nothing happens.      Relieved, he begins his trek again.  Then another roar comes.     He turns back, but the lion's mouth slams shut and the hill collapses back to normal.  All that is left are THANOS, JOSH,     and the two separated halves of the medallion.)

Cave:       Seek thee out, the God of Mischief. (JOSH unburied himself from the dirt, coughing as he does so.)

Josh:       I can't believe it.  I just don't believe it. We're never gonna get a hold of that stupid hat!  Just forget it.  Look at this.  Look at this.  I'm so ticked off that I'm molting!  (He flies up to        THANOS's shoulder.)

Thanos:  Patience, Josh.  Patience.  Farkas was less than worthy.

Josh:       (Extremely sarcastically) Oh, there's a big surprise.  That's an incred--I think I'm gonna have a heart attack and die from not surprise!  What're we gonna do?  We got a big problem here, a big prob-        (THANOS pinches his beak shut.)

Thanos:  Yes, we do.  Only one may enter.  I must find this one, this...God of Mischief. (Cut to a rooftop, where LOKI rushes up to the edge, carrying a loaf of bread.  He almost drops it over the edge.)

Guard:  Stop, thief!  I'll have your hands for a trophy,        street rat!

Loki:    (Looks back, then down, then at the bread.)  All this for a loaf of bread? (He jumps off, landing on two ropes strung between buildings, with drying clothes on them.  He skies down them, collecting bits and pieces of clothing on him as he goes.  Finally, he's nearing the end of the rope, at a window, when a woman reaches out and slams the shutters closed.  LOKI slams into the shutters and falls to the street, his fall being broken by numerous awnings and the pile of clothes around him.  He pulls     off the top layer of clothes and is about to enjoy his bread    when...)

Guard 1:    There he is!

Guard 2:    You won't get away so easy!

Loki:    You think that was easy? (He looks at three women, laughing at him.)

Guard 1:    You two, over that way, and you, with me.  We'll find him. (LOKI pulls a sheet over him and wraps himself as a disguise.    He rushes over to the women.)

Loki:    Morning, ladies.

Woman 1:    Getting into trouble a little early today, aren't we Loki?

Loki:    Trouble?  No way.  You're only in trouble if you        get caught--(A hand grabs LOKI's shoulder and yanks him back.  It's the    first GUARD.  LOKI's disguise falls off.)

Loki:    I'm in trouble!

Guard:  ...and this time--(A screeching sound from MAX,        then the guard's turban is pulled down over his        eyes.  MAX dances on the GUARD's head, laughing.)

Loki:    Perfect timing, Max!

Max:        Hello!

Loki:    Come on, let's get outta here!        Gotta keep...one jump ahead of the breadline        One swing ahead of the sword        I steal only what I can't afford        That's everything! (LOKI battles a GUARD wielding a sword.  He dodges a couple of swings, then pulls down the GUARD's pants.  MAX raspberries the    GUARD, then dodges an attack.  The GUARD swings at LOKI,    but destroys a barrel of fish.  As LOKI runs off, the GUARD     pulls a fish over his lower body as a pair of pants.)        One jump ahead of the lawmen        That's all, and that's no joke        These guys don't appreciate I'm broke! (LOKI and MAX scamper up a pile of barrels, then kick one down    on top of another GUARD.)

Guards: (one at a time) Riffraff! Street rat!        Scoundrel! Take that!

Loki:    Just a little snack, guys! (LOKI scampers to the top of a platform. The GUARDS shake the    platform back and fro trying to knock him off.)

Guards: Rip him open, take it back, guys!

Loki:    I can take a hint, gotta face the facts        You're my only friend, Max!

Women:  Who?!? (LOKI jumps off the platform to certain death, only to grab MAX's hands like an acrobat.  The pair swing into a harem.)        Oh, it's sad Loki's hit the bottom        He's become a one-man rise in crime(MAX finds a plate full of fruit and stuffs his mouth full like a    chipmunk.)

Woman:  I'd blame parents, except he hasn't got 'em!

Loki:    Gotta eat to live, gotta steal to eat        Tell you all about it when I got the time! (LOKI and MAX exit.  Cut to MUSCLEMAN flexing to a crowd.  The    GUARDS rush past.  Cut to LOKI and MAX behind the MUSCLEMAN,     matching his moves, until they make a mistake and are discovered.)        One jump ahead of the slowpokes        One skip ahead of my doom        Next time gonna use a marching band plume.        One jump ahead of the hitmen        One hit ahead of the flock        I think I'll take a stroll around the block. (A chase sequence, in which LOKI and MAX, pursued by the GUARDS,    race through a flock of sheep, hurdle a MAN sleeping on a bed of nails {of course one extremely large GUARD lands on him}.  MAX     disguises himself with jewels until a SHOPKEEPER discovers him.

Crowd:  Stop, thief! Vandal!        Outrage! Scandal!

Loki:    Let's not be too hasty(LOKI is surrounded by GUARDS in front of a door. The door opens    and a large, ugly LADY comes out.)

Lady:   Still I think he's rather tasty(LOKI tumbles away, then puts his arm around a GUARD, acting    like they're all chums.)

Loki:    Gotta eat to live, gotta steal to eat        Otherwise we'd get along!

GUARDS: WRONG! (They all jump into a pile and fight.  When they stop, LOKI and    MAX are gone.  They are sneaking away in barrels.  They run across a flaming pit, followed by GUARDS who hop up and down,    screaming in pain as they cross the rocks.  LOKI and MAX    pass a SWORD SWALLOWER, then MAX goes back, pulls the sword out of the SWALLOWER's mouth.  MAX advances on the guards,    who retreat in fear.)

Guard 1:    He's got a sword!

Guard 2:    You idiot--we've ALL got swords!! (MAX sets the sword down gently, then runs.  LOKI and MAX are once again surrounded, with GUARDS coming from left and right.      He jumps up and climbs a robe trick being done on the street,     as the GUARDS all crash into each other.)

Loki:    One jump ahead of the hoofbeats!

Crowd:  Vandal!

Loki:    One hop ahead of the hump!

Crowd:  Street rat!

Loki:    One trick ahead of disaster

Crowd:  Scoundrel!

Loki:    They're quick--but I'm much faster

Crowd:  Take that! (The GUARDS chase LOKI up a staircase into a room.  He grabs a     carpet and jumps out the window)

Loki:    Here goes, better throw my hand in        Wish me happy landin'        All I gotta do is jump!(The GUARDS follow him out the window, but they go straight down to     the street, and land in a pile with the sign "Crazy Hakim's    Discount Fertilizer."  LOKI uses the carpet as a parachute to land safely and out of danger. LOKI and MAX high-five each    other.)

Loki:    And now, esteemed effendi, we feast!  All right! (LOKI breaks the bread in two and gives half to MAX, who begins to eat.  But LOKI looks over and sees two young children rummaging through the garbage for food.  The GIRL sees him, then drops her find and tries to hide. LOKI looks at them, then    the bread, then at MAX.)

Max:        Uh-oh! (MAX takes a big bite of his food, but LOKI gets up and walks over to the children.  The GIRL pulls her brother back.)

Loki:    Here, go on--take it. (The children giggle with delight. MAX tries to swallow his bite,    then looks guilty. He walks over to the children and offers his bread to them.  In delight, they pet him on the head.)

Max:        Ah, don't.  Huh? (MAX sees LOKI walking into the daylight, where there is a parade going on. LOKI peers over the shoulders of people.  He sees    PRINCE ULFRIC riding on a horse.)

Bystander 1:    On his way to the palace, I suppose.

Bystander 2:    Another suitor for the princess. (LOKI is startled as the two children come running out from the alley. The BOY runs out in front of the PRINCE's horse,    startling it.)

Prince: Out of my way, you filthy brat! (The PRINCE brings up his whip to attack the children, but LOKI    jumps in front of them and catches the whip.)

Loki:    Hey, if I were as rich as you, I could afford some manners

Prince: Oh--I teach you some manners! (The PRINCE kicks LOKI into a mud puddle. The crowd laugh at him.)

Loki:    Look at that, Max.  It's not every day you see a        horse with two rear ends! (The PRINCE stops and turns back to LOKI.)

Prince: You are a worthless street rat.  You were born a        street rat, you'll die a street rat, and only your fleas will mourn you. (LOKI rushes the PRINCE, but the doors to the castle slam shut    in his face.)

Loki:    I'm not worthless.  And I don't have fleas.  Come on, Max.  Let's go home. (LOKI makes the climb to his home with the view, then tucks in   MAX for the night.)

Loki:    Riffraff, street rat.        I don't buy that.        If only they'd look closer        Would they see a poor god?  No siree.        They'd find out, there's so much more to me. (He pulls back a curtain to reveal the beautiful palace.)        Someday, Max, things are gonna change.  We'll be rich, live in a palace, and never have any problems at all. (Dissolve to the same shot during the day.  Cut to int. of ODIN's chamber.     The door bursts open, and PRINCE ULFRIC storms in, missing the    rear end of his pants.)

Prince: I've never been so insulted!

Odin: Oh, Prince Ulfric.  You're not leaving so soon, are you?

Prince: Good luck marrying her off!

Odin: Oh, Maddie!  Maddie!  Maddie!  (The ALL-FATHER goes off into the garden looking for his daughter.  He finds her but is interrupted by SIMBA, MADDIE's pet lion, who blocks him off.  SIMBA has a piece of the PRINCE's undershorts in his mouth. The ALL-FATHER        grabs the cloth and yanks it out of SIMBA's mouth.)        Confound it, Simba!  So, this is why Prince Ulfric stormed out!

Maddie:    Oh, father. Simba was just playing with him,        weren't you Simba.  (SIMBA comes over and allows        MADDIE to pet and hug him.)  You were just playing with that overdressed, self-absorbed Prince Ulfric,        weren't you?  (She cuddles with SIMBA, enjoying the moment until she looks up at her angry father. )        Ahem.

Odin: Dearest, you've got to stop rejecting every suitor that comes to call.  The law says you...

Both:       ...must be married to a prince. (They walk over to a dove cage.)

Odin: By your next birthday.

Maddie:    The law is wrong.

Odin: You've only got three more days!

Maddie:    Father,  I hate being forced into this.  (She takes        a dove out of the cage and pets it.) If I do marry,        I want it to be for love.

Odin: Maddie, it's not only this law.  (She hands him        the dove, and he puts it back in the cage.) I'm not going to be around forever, and I just want to make sure you're taken care of, provided for.

Maddie:    Try to understand.  I've never done a thing on my own. (She swirls her finger in the water of the        pond, petting the fish.)I've never had any real friends. (SIMBA looks up at her and growls.)        Except you, Simba.  (Satisfied, he goes back to        sleep.)  I've never even been outside the palace walls.

Odin: But Maddie, you're a princess.

Maddie:    Then maybe I don't want to be a princess.  (She        splashes the water.)

Odin: Oooohhh!  I forbid you should have any daughters! (SIMBA looks up and thinks for a second.  MADDIE goes to the dove cage and yanks open the door.  The birds fly off into freedom.      She watches them go.  Cut to int. of ODIN's chambers.)

Odin: I don't know where she gets it from.  Her mother wasn't nearly so picky.  (A shadow falls over him.        He looks up startled and sees THANOS.)  Ooh, oh.        Ah, Thanos--my most trusted advisor.  I am in desperate need of your wisdom.

Thanos:  My life is but to serve you, my lord.  (He bows.)

Odin: It's this suitor business.  Maddie refuses to choose a husband.  I'm at my wit's-end.

Josh:   (In the parrot voice) Awk!  Wit's-end.

Odin: Oh, haha.  Have a cracker, pretty Polly!  (He pulls a cracker out from his pocket.  JOSH looks terrified.  Then the ALL-FATHER stuffs it in JOSH's mouth.  JOSH grimaces as he tries to eat it.  THANOS        and the ALL-FATHER both laugh.)

Thanos:  Your majesty certainly has a way with dumb animals.        (JOSH glares at him.)  Now then, perhaps I can divine a solution to this thorny problem.

Odin: If anyone can help, it's you.

Thanos:  Ah, but it would require the use of the mystic blue diamond.

Odin: Uh, my ring?  But it's been in the family for years.

Thanos:  It is necessary to find the princess a suitor.        (THANOS says the word 'princess' with the accent on        the second syllable, "cess."  He turns his staff with a cobra head towards the ALL-FATHER.  The eyes of the staff begin to glow. The room darkens, THANOS's voice slows down and deepens.  The ALL-FATHER's eyes        get a hypnotized look.)  Don't worry.  Everything will be fine.

Odin: Everything...will be...fine.

Thanos:  The diamond.

Odin: Here, Thanos. Whatever you need will be fine. (The ALL-FATHER removes his ring and hands it to THANOS. The room returns    to normal as THANOS pulls back the staff.)

Thanos:  You are most gracious, my liege.  Now run along and play with your little toys.

Odin: (Still hypnotized)  Yes...that'll be...pretty good. (THANOS and JOSH exit.  We follow them. When they're out of the room,    the parrot spits out the cracker.)

Josh:       I can't take it anymore!  If I gotta choke down on one more of those moldy, disgusting crackers...bam!        Whack! (THANOS pulls a rope, which reveals a hidden entrance to his chambers.)

Thanos:  Calm yourself, Josh.

Josh:       Then I'd grab him around the head.  Whack! Whack!

Thanos:  (Speaking over JOSH.)  Soon, I will be the all-father, not that addlepated twit.

Josh:       And then I stuff the crackers down his throat!  Haha! (The pair pass through a door and slam it shut.  Diss. to ext. gardens at night.  A shadowy figure walks through.  We see it is MADDIE    in disguise.  She reaches the palace wall, then begins to climb it.      She is tugged from behind by SIMBA.)

Maddie:    Oh, I'm sorry, Simba.  But I can't stay here and have my life lived for me.  I'll miss you. (She        begins to climb again, and is helped up by SIMBA,        who begins to whine and whimper.)  Goodbye! (She disappears over the wall. Cut to daytime on the street  LOKI    and MAX are up to their capers again.  They are on top of the    awning of a fruit stand.)

Loki:        Okay, Max.  Go! (MAX dips over the edge and looks at the PROPRIETOR.)

PROPRIETOR: (To passing crowd)  Try this, your taste buds            will dance and sing. (MAX grabs a melon and            hangs there, distracting his attention.)  Hey,            get your paws off that.

Max:            Blah blah blah!

PROPRIETOR: Why, you!  Get away from here, you filthy ape! (He grabs the melon away from MAX.  But in the foreground, LOKI    dips down and snatches another melon from the stand.)

Max:            Bye-bye! (He sings back up.  The PROPRIETOR takes the melon to the front,    where he places it on top of a stack.  He looks confused, like    he has just done this.)

Loki:    Nice goin' Max.  Breakfast is served. (LOKI and MAX on the roof break open the melon and eat.  We see MADDIE walking through the street.)

Shopkeeper 1:   Pretty lady, buy a pot.  No finer pot in brass or silver.

Shopkeeper 2:   Sugar dates, sugar dates, and figs!  Sugar dates and pistachios!

Shopkeeper 3:   Would the lady like a necklace.  A pretty necklace for a pretty lady. (She is charmed by the action, but is startled by a fish thrust    into her face.)

Shopkeeper 4:   Fresh fish!  We catch 'em, you buy 'em!

Maddie:    I don't think so.  (She backs away, but bumps into        a fire eater, who is startled into swallowing his        fire.)  Oh, excuse me.  (He gulps, then belches fire from his mouth.  MADDIE is disgusted.  He is pleased and taps his stomach.  LOKI sees her,        and a strange look comes over his face.)  I'm very sorry.

Loki:    (He's deeply in love with her.)  Wow! (She pulls the hood of her cloak over her head. MAX sees him and    jumps upon his shoulder, waving his hand in front of LOKI's    face.)

Max:        Uh oh.  Hello?  Hello? (MADDIE stops at the fruit stand and sees a young homeless child reaching for a piece of fruit.  She picks one up and gives it to    him.)

Maddie:        Oh, you must be hungry.  Here you go.  (The            boy runs off.)

PROPRIETOR: You'd better be able to pay for that.

Maddie:        (Mystified) Pay?

PROPRIETOR: No one steals from my cart!

Maddie:        Oh, I'm sorry sir.  I don't have any money.

PROPRIETOR: Thief!

Maddie:        Please, if you let me go to the palace, I can get some from the All-Father.

PROPRIETOR: Do you know what the penalty is for stealing? (He takes her hand and pins it down on the table, intending to    chop it off.)

Maddie:        No, no please! (The sword drops, but his hand is stopped by LOKI's.)

Loki:        Thank you, kind sir.  I'm so glad you've found her. I've been looking all over for you.

Maddie:        (whispering) What are you doing?

Loki:        (whispering back) Just play along.

PROPRIETOR: You know this girl?

Loki:        Sadly, yes.  She is my sister.  She's a little crazy.  (He circles his finger around his ear.            She is shocked.  The PROPRIETOR grabs him by            the vest.)

PROPRIETOR: She said she knows the All-Father!

Loki:        She thinks the monkey is the All-Father.(MAX is picking a pocket.  He hears this, then straightens up.    MADDIE, playing along, kneels and bows to MAX.)

Maddie:        Oh, wise All-Father.  How may I serve you?

Max:            Well, blah blah blah blah.

Loki:        Tragic, isn't it?  (He leans forward, picking            up another apple from the cart with his            foot.) But, no harm is done.  (Walks over to            MADDIE.)  Now come along sis. Time to see the doctor.

Maddie:        (To a horse standing nearby) Oh, hello doctor.            How are you?

Loki:        No, no, no. Not that one. (To MAX, whose            pockets are bulging.) Come on, All-Father. (MAX bows to the crowd and everything he's stolen from the cart falls    out.)

PROPRIETOR: Huh?  What is it?  (MAX picks up what he can            carry, and the trio runs off.) Come back here,            you little thieves! (Cut to int. of  THANOS's lab.  JOSH is running on a gear in a bizarre contraption.  At the top of the contraption is a storm brewing.)

Josh:       (huffing and puffing)  With all due respect, your rottenness, couldn't we just wait for a real storm?

Thanos:  Save your breath, Josh.  Faster!  (He places the        ALL-FATHER's ring in the contraption.)

Josh:       Yes, o mighty evil one. (JOSH runs faster.  A lightning bolt streaks through the ring, passing into an hourglass below.  The sands begin to swirl.)

Thanos:  Ah, sands of time--reveal to me the one who can enter the cave.  (The sand in top forms the Cave of        Wonders.  It falls through into a storm, but it        shows LOKI climbing up a ladder, followed by        MADDIE who is covered in her cloak.) Yes, yes!        There he is.  My God of Mischief!

Josh:       That's him?!?!   That's the clown we've been waitin' for? (JOSH loses his footing and is sucked        into the gears.)

Thanos:  Let's have the guards extend him an invitation to the palace, shall we? (JOSH goes flying past and slams into the wall upside down.)

Josh:   Swell. (THANOS laughs hideously, and the camera zooms in on the sandstorm with    LOKI in it.  Finally, we dissolve into the real LOKI climbing    to the top of the ladder, followed by MADDIE.)

Loki:    Almost there. (MADDIE climbs over the top, but trips and falls into LOKI's arms.    She stands up.)

Maddie:    I want to thank you for stopping that man.

Loki:    Uh, forget it.  (He grabs a pole.)  So, uh, this is your first time in the marketplace, huh? (LOKI pole vaults to the next building, leaving MADDIE behind.)

Maddie:    Is it that obvious?

Loki:    Well, you do kinda stand out.  (He stares at her,        still in love.  She returns the look.  But he        realizes what he is doing, and returns to normal.)        I mean, uh, you don't seem to know how dangerous        Asgard can be. (He lays a plank between the buildings for her to walk over, but as he is leaned down, she vaults over his head.  He looks back in surprise.  She tosses the pole to him.  Both        LOKI's and MAX's eyes bulge.)

Maddie:    I'm a fast learner.

Loki:    Right.  C'mon, this way.  (They go inside the roof        of a building, dodging planks and beams as they        go.)  Whoa.  Watch your head there.  Be careful.

Maddie:    Is this where you live?

Loki:    Yep.  Just me and Max.  Come and go as we please.

Maddie:    Fabulous.

Loki:    Well, it's not much, (he pulls back the curtain and exposes the palace) but it's got a great view.        The palace looks pretty amazing, huh?

Maddie:    Oh, it's wonderful.

Loki:    I wonder what it would be like to live there, to have servants and valets...

Maddie:    Oh, sure.   People who tell you where to go and how to dress.

Loki:    It's better than here.  Always scraping for food and ducking the guards.

Maddie:    You're not free to make your own choices.

Loki:    Sometimes you feel so--

Maddie:    You're just--

Both:       (in unison) --trapped.(They look at each other, realizing that they're perfect for one another.  But LOKI then realizes where he is, and breaks the look.  He takes the apple out of MAX's hand and rolls it down his    arm into the hand of MADDIE.)

Loki:    So, where you from?

Maddie:    What does it matter?  I ran away, and I am not going back.

Loki:    Really?  (He takes a bite from the apple in his        hand, then hands it to MAX, who has a disgusted        look on his face.)

Max:        Why you! (LOKI walks over and sits next to MADDIE.)

Maddie:    My father's forcing me to get married.

Loki:    That's--what's awful.  (MAX appears from behind the        princess and tries to steal the apple.) Max! (MAX races up to a higher point, chattering and cursing as he goes.)

Maddie:    What?

Loki: Max says that--uh--that's not fair.

Max:        What?

Maddie:    Oh did he?

Loki:    Yeah, of course.

Maddie:    And does Max have anything else to say?

Loki:    Well, uh, he wishes there was something he could do to help.

Max:        Oh, boy!

Maddie:    Hmm, tell him that's very sweet. (LOKI and MADDIE have been getting closer and closer until LOKI leans in to kiss her.  He is interrupted, however,    by the GUARDS, who have found them.)

Guard:  Here you are!

Loki and Maddie:    They've found me!  (To each other) They're after you?

Maddie:    My father must have sent them--

Loki:    Do you trust me?

Maddie:    What?

Loki:    Do you trust me? (He extends his hand)

Maddie:    Yes. (She takes it.)

Loki:    Then jump! (They both jump off the roof, fall, and land in a pile of salt.  They    try to get away, but the exit is blocked by a GUARD.)

Guard:  We just keep running into each other, don't we,        street rat? (Again, the GUARD's turban is pulled down by MAX, but more guards are here and block the exit.  The first GUARD pulls MAX off his head and throws him in a vase.  Three other GUARDS grab LOKI.)

Guard:  It's the dungeon for you, boy.

Loki:    Hey, get off of me!

Maddie:    Let go of him.

Guard:  (Not realizing she is the princess) Look what we have here, men--a street mouse.  (He throws her        down.)

Maddie:    (standing up and pulling off the hood of her cloak)        Unhand him, by order of the princess. (The GUARDS suddenly stop and bow, forcing LOKI to bow as well.)

Guard:  Princess Maddie.

Loki:    The princess?

Max:        (peeking out from the vase) The princess?

Guard:  What are you doing outside the palace?  And with this street rat?

Maddie:    That's not your concern.  Do as I command.  Release him!

Guard:  Well, I would, princess, but my orders come from Thanos.  You'll have to take it up with him. (The GUARDS drag LOKI out, bowing as they go.)

Maddie:    (getting a very pissed-off look) Believe me, I        will. (Cut to int. of the palace, THANOS emerging from his secret chambers.  He slides the door shut carefully, but the princess comes storming in before he is finished.  He slams it shut, pinning JOSH inside    the door frame.)

Maddie: Thanos?

Thanos:  Oh, uh, princess.

Josh:       Awk! Thanks, I'm stuck!

Thanos:  How may I be of service to you? (He spreads out his        curtain, hiding the door.)

Maddie:    The guards just took a boy from the market, on your orders.

Thanos:  Your father's charged me with keeping peace in        Asgard.  The boy was a criminal.

Maddie:    What was the crime?

Josh:       I can't breathe, Thanos!

Thanos:  Why, kidnapping the princess, of course.

Josh:       If you could just--(THANOS kicks him back inside the door and it slams shut)--wow, that hurt!

Maddie:    He didn't kidnap me! I ran away!

Thanos:  (Walking away as if shocked) Oh, dear!  Oh, why frightfully upsetting.  Had I but known.

Maddie:    What do you mean?

Thanos:  Sadly, the boy's sentence has already been carried out.

Maddie:    What sentence?

Thanos:  (with a sinister tone)  Death. (MADDIE gasps.)        By beheading.

Maddie:    No!  (She collapses to the floor.)

Thanos:  I am exceedingly sorry, princess.

Maddie:    How could you?  (She runs from the room crying.)(JOSH finally makes it out through the door.  He flies up and lands on THANOS's shoulder, coughing.)

Josh:       So, how did it go?

Thanos:  I think she took it rather well.  (They both get a        sinister smile on their faces.)(Diss. to MADDIE at night, crying at the edge of the fountain. SIMBA comes over to comfort her.  She pets him.)

Maddie:    It's all my fault, Simba.  I didn't even know his name. (Cut to int. of the dungeon.  Rats scurry by, and we descend until we see LOKI chained to the wall.)

Loki:    (to himself) She was the princess.  I don't believe it.  I must have sounded so stupid to her.

Max:        (from a distance) Yoo-hoo!Loki? Hello! (Max appears at the window at the top of the dungeon.)

Loki: Max!  Down here!  Hey, c'mon--help me outta these. (MAX stops, then begins chattering wildly, dropping to the ground.  He     wraps a cloth around his head and makes his eyes big in an     imitation of the princess.)

Loki:    Hey, she was in trouble.  Ah, she was worth it. (MAX jumps up on LOKI's shoulders and pulls a small set of tools    out of his pocket, then frees LOKI.)

Max:        Yeah, yeah, yeah.

Loki:    Don't worry, Max.  I'll never see her again.  I'm a        street rat, remember, and there's a law. She's gotta marry a prince, she deserves it. (MAX finally frees LOKI's hands.)

Max:        Ta-da!

Loki:    (Rubbing his wrists) I'm a--I'm a fool

Old Man:    You're only a fool if you give up, boy. (We see an OLD MAN sitting in the corner that neither LOKI nor MAX has seen before.)

Loki:    Who are you?

Old Man:    A lowly prisoner, like yourself.  But together,        perhaps we can be more.

Loki:    I'm listening.

Old Man:    There is a cave, boy.  A cave of wonders.  Filled with treasures beyond your wildest dreams.        Treasure enough to impress even your princess, I'd wager. (Listeners will note that the OLD MAN pronounced the word    'princess' as "prin-CESS" rather than the standard pronunciation     of "PRIN-cess."   The OLD MAN turns his back, and JOSH sticks    his head out of THANOS's "old man" disguise.)

Josh: Thanos, can ya hurry it up?  I'm dyin' in here!

Loki:    But the law says that only a prince can marry--

Old Man: You've heard of the golden rule, haven't you boy?        Whoever has the gold makes the rules. (He grins,        showing a hideously bad mouth.)

Loki:    So why would you share all of this wonderful treasure with me?

Old Man:    I need a young man with strong legs and a strong back to go in after it.

Loki:    Ah, one problem.  It's out there, we're in here? (The OLD MAN walks to a wall and pushes open a hidden exit.)

Old Man:    Mmm, mmm, mmm.,  Things aren't always what they seem.  So, do we have a deal? (LOKI looks at MAX, who shrugs his shoulders.)

Max:        Oh, hmm. (Cut to the forest scene.  We see LOKI leading a horse with the    OLD MAN and MAX on it.  Diss. to the cave of wonders.)

Cave:       Who disturbs my slumber?

Loki:    It is I, Loki.

Cave:       Proceed.  Touch nothing but the hat. (The cave opens up with a roar, and a staircase appears in front of LOKI. )

Old Man:    Remember, boy--first fetch me the hat, and then you shall have your reward.

Loki:    C'mon, Max.  (to MAX hiding under the shoulder of        his vest.)(LOKI begins to descend the staircase.  He reaches the bottom    and enters a golden chamber filled with treasure.)

Loki:    Would ya look at that!

Max:        Uh oh!

Loki:    Just a handful of this stuff would make me richer than the all-father!(MAX peeks out, sees the treasure, then bolts for it.)

Loki: Max! (MAX stops in mid-run, hovering over an instrument on the floor.)

Loki:    Don't...touch...anything!  We gotta find that hat. (They begin to make their way through the room when the BARITONE rises off the floor and begins following them. MAX gets the feeling    they're being followed.)

Max:        Huh? (He turns, and the BARITONE lies flat on the floor.  He continues, and the BARITONE begins to follow again.  Again, MAX turns back, but the BARITONE is rolled up and leaning against a pile of treasure. MAX runs to LOKI and tugs his pant leg.)

Max: Loki! Loki!

Loki: Max, will ya knock it off? (Again the BARITONE follows, but this time, when MAX turns, the BARITONE jumps to the other side.  It reaches down with a valve and pulls MAX's tail.  When MAX jumps around, BARITONE again goes to the other side.  This time, MAX lands in a karate stance. BARITONE reaches down and plucks MAX's hat off, then puts it on himself. MAX sits thinking for a second until BARITONE waves a valve in front of his face. MAX and BARITONE both jumps scared and run away. MAX tackles LOKI and turns his head to look at the BARITONE.)

Loki: Max, what are you--crazy? (The BARITONE peeks out from behind a pile of treasure.)

Loki:    A magic baritone!  C'mon.  C'mon out.  I'm not gonna hurt you. (The BARITONE slowly comes out, shyly, then picks up MAX's hat and dusts it off.  It flies over to LOKI and hands the hat to MAX next to him. MAX screeches, and jumps onto LOKI's shoulder.)

Loki:    Take it easy, Max.  He's not gonna bite. (The BARITONE again picks up MAX's hat and hands it to him. MAX shakes his fist and screeches at it. BARITONE begins to walk away, "sadly.")

Loki:    Hey, wait a minute.  Don't go.  Maybe you can help us.  (BARITONE looks back, excited. It then flies        over and wraps around the pair.)  Hey, whoa!  You see, we're trying to find this hat.  (BARITONE motions for them to follow it.)  I think he knows where it is. (They pass through a long cave until they emerge in a giant underground cavern.  In the center of the room is a tall pillar,     with a staircase going up to it.  It is surrounded by water with unevenly placed stones forming a bridge.  At the top of the pillar is a beam of light. LOKI begins to cross the bridge.)

Loki:    Wait here!

Max:        Oh.  Huh? (MAX sees a shrine with a golden monkey.  The outstretched paws hold a    giant ruby. MAX is hypnotically drawn to it. LOKI climbs the stairs quickly. BARITONE sees MAX and grabs his tail trying in vain to hold him back. LOKI finally reaches the MAGIC HAT.)

Loki:    This is it?  This is what we came down        here to--  (He looks down and sees Max break free        of BARITONE's hold and lunge toward the jewel.) Max-        NO! (MAX grabs the jewel.  There is a rumbling and the room begins to    shake.)

Cave Voice: Infidels!

Max:            Uh oh!

Cave Voice: You have touched the forbidden treasure.  (MAX places the jewel back into the paw, but the jewel                and the shrine melt into the lava.) Now you will never again see the light of day! (LOKI races down the steps, but they flatten into a ramp, and he skies down until he flies into the air.  The water has turned into lava.  He is falling toward it when all of a sudden BARITONE appears and catches him. MAX is standing on one of the rocks of the bridge. He looks left and right and sees rocks exploding into the lava.    Then BARITONE races over and LOKI grabs him, just as the last rock     is exploding.)

Loki:    Whoa! Baritone, let's move! (Together, they race back through the caves dodging walls and falling debris. MAX grabs LOKI's head and covers his eyes.)

Loki: Max, this is no time to panic!  (He pulls MAX off his head and sees they are flying into a wall.) Start panicking. (BARITONE goes into a dive, then through another cave.  Finally, they emerge through the internal entrance.  Outside, the cave begins to growl and close. BARITONE and company are almost to the top when a   boulder drops on baritone, sending it to the floor.  LOKI  grabs onto the rock wall and holds on. He sees the OLD MAN at the top, within reach

Loki: Help me out!

Old Man: Throw me the hat!

Loki: I can't hold on. Give me your hand.

Old Man: First give me the hat! (LOKI reaches in and pulls out the MAGIC HAT.  He hands it up, and the OLD MAN raises it above his head.)

Old Man: Ha hahaha! Yes! At last!  Haha haha! (LOKI has climbed out with the assistance of MAX.  But the OLD MAN kicks aside MAX and grabs LOKI's wrist.)

Loki: What are you doing?

Old Man: Giving you your reward.  (THANOS returns to his normal voice.) Your eternal reward. (He pulls out a crooked dagger and is about to stab LOKI when MAX bites him on the wrist. He screams, but lets go of LOKI, who falls into the cave. OLD MAN throws MAX into the cave as well. They fall. BARITONE sees this but is pinned under a boulder.  It struggles to break free, then does.  It races up to and catches LOKI, but he has already hit the wall several times and is unconscious.  On the surface, the cave roars one final time, then sinks back into the grass. THANOS pulls off his disguise.)

Thanos: Heh heh heh! It's mine. It's all mine! I (He can't find it in his pocket)--- where is it?  No. NO!! (Kiss fade to MADDIE's bedroom. She is sitting on her bed, next to SIMBA who looks sad. The ALL-FATHER walks in.)

Odin: Maddie?  Oh, dearest. What's wrong?

Maddie: Thanos...has...done something... terrible. (She looks as if she's been crying.)

Odin: There, there, there, my child--we'll set it right. Now, tell me everything. (Cut to int. of the cave.  LOKI lies unconscious on the BARITONE. MAX tries to wake him.)

Max: Oh, oh. Loki?  Wake up. Loki. (BARITONE rises, lifting LOKI. He awakes slowly.)

Loki: Oh, my head. (He looks at the entrance sealed in.) We're trapped.  (Angry, shaking his fists at the entrance) That two-faced son-of-a-jackal!  (Calmer) Whoever he was, he's long gone with that hat.

Max: Aha! (MAX pulls out the MAGIC HAT.)

Loki: Why, you hairy little thief!  Looks like such a beat-up, worthless piece of junk.  Hey, I think there's something written here, but it's hard to make out. (He rubs the HAT.  Suddenly smoke comes out of the hole, the HAT begins to shake and glow, but LOKI holds onto the HAT, and our wonderful friend, CONNOR comes out.)

Connor:  Aaaaahhhhh!  OY!  Ten-thousand years will give ya such a crick in the neck!  (He hangs LOKI on a  nearby rock.  Then he pulls his head off and spins it around, yelling as he does so.  BARITONE pulls a LOKI down.)  Whoa!  Does it feel good to be outta there! (CONNOR uses the hat end of himself as a microphone.) Nice to be back, ladies and gentlemen. Hi, where ya from? (Sticks the mic in LOKI's face.)  What's your name?

Loki: Uh, Lo--uh--Loki.

Connor: (Says his name as if he's discovered something major) Loki! (A neon sign lights up with    LOKI's name on it, circled by chase lights. The sign changes to reflect  CONNOR's upcoming line.) Hello, Loki.  Nice to have you on the show.  Can we call you 'Lo?' Or maybe just 'Key?'  Or how        bout 'Lokes?' (CONNOR disappears, then a dog wrapped in plaid jumps in.) Sounds like 'Here, boy! C'mon, Lokes!'

Loki: (Shaking his head) I must have hit my head harder than I thought.

Connor:  (Still a dog) Do you smoke?  Mind if I do? (Dog  poofs into smoke, then back to CONNOR.  MAX screeches wildly.)  Oh, sorry Cheetah--hope I didn't singe the fur!  Hey, Euphonium!  Haven't seen you in a few millennia!  Slap me some valve!  Yo! Yeah! (BARITONE flies over and high fives CONNOR. CONNOR looks at LOKI.)  Say, you're a lot smaller than my last master. (Lifts his beer-gut.)  Either that or I'm gettin' bigger.  Look at me from the side--do I look different to you?

Loki: Wait a minute!  I'm--your master?

Connor:  (Slaps a diploma in LOKI's hand and a mortarboard on his head.)  That's right!  He can be taught!! What would you wish of me, (as Arnold Schwarzenegger)  the ever impressive,(inside a cube) the long contained, (as a ventriloquist with a dummy) often imitated, (tosses the dummy aside) but never duplicated--(He multiplies into multiple CONNORS who surround him.)DUP.

Connors: Duplicated, duplicated,  duplicated, duplicated,  duplicated,  duplicated,            duplicated, duplicated, duplicated.

Connor:  (Says it like a ring announcer at a boxing match.) Connor!  Of!  The Hat!  (Goes into Ed    Sullivan)  Right here direct from the hat, right here for your enjoyment wish fulfillment.        Thank youuuuu!

Loki: Whoa! Wish fulfillment?

Connor:  Three wishes to be exact.  And ix-nay on the wishing for more wishes.  (Turns into a slot   machine, arm pulls down and three Connors appear in the windows.)  That's it--three.  (Three CONNOR Caballeros come out of the slot.)  Uno, dos, tres. (Changes into b/w Groucho Marx.)  No substitutions, exchanges, or refunds.  (The duck  drops with the secret word "Refunds.)'

Loki: (To MAX) Now I know I'm dreaming.

Connor:  (Music for "Friend Like Me" begins) Master, I don't think you quite realize what you've got here! So why don't you just ruminate, whilst I illuminate the possibilities? (CONNOR lights up like a  fluorescent light)    Well, Steve had them, Avengers. Hank had a thousand tales. But master you in luck 'cause up your sleeve. You got a brand of magic that never fails!(CONNOR produces 40 thieves who surround LOKI with swords. CONNOR appears in his vest, then sticks his arms out and boxes the thieves into submission.) You got some power in your corner now.  Some heavy ammunition in your camp. You got some punch, pizzazz, yahoo, and how. See all you gotta do is rub that hat and I'll say(Boxing ring appears, LOKI in the corner, being massaged by CONNOR.  Then CONNOR turns into a pile of fireworks and explodes. Then CONNOR appears inside the hat and grabs LOKI's hand and rubs the hat with it.) Mister Loki sir, What will your pleasure be? Let me take your order, jot it down. You ain't never had a friend like me. No no no! (CONNOR produces a table and chairs, then writes down things on a notepad, like a waiter. ) Life is your restaurant and I'm your maitre' d! C'mon whisper what it is you want. You ain't never had a friend like me.(CONNOR appears as a plate of chicken, then returns to normal, but enlarges his ear to listen to LOKI. Finally, he explodes  into four duplicate Connors.) Yes, sir, we pride ourselves on service. You're the boss, the all-father, the shah! Say what you wish, it's yours!  True dish. How about a little more cake?(The Connors give him a shave, haircut, and manicure, then LOKI appears in a comfy chair (eh?)  surrounded by the treasure and being fanned by women. CONNOR appears and fills the screen with cake.) Try some of column 'A'. Try all of column 'B'.    I'm in the mood to help you, dude. You ain't never had a friend like me(LOKI rises on a column of food with a giant A on top, then jumps to another column with a B on top. He falls off and is caught by a cushion held by CONNOR. He opens his mouth, and his tongue turns into a staircase.  A miniature CONNOR dressed like a magician comes out.)(The mini CONNOR does a little dance with the CONNOR's two giant hands.  In the end, they surround the mini CONNOR and squish  him into nothing.)  Can your friends do this? Do your friends do that? Do your friends pull this out of their little hat. Can your friends go poof! Well, looky here. Can your friends go Abracadabra, let 'er rip and then make the sucker disappear?(CONNOR pulls off his head, duplicates it, then juggles them. He tosses them to LOKI, who juggles with one hand and spins one of the heads on his fingertip like a basketball.  He tosses the heads back onto CONNOR, who proceeds to try and pull himself out of a hat at his base. He spirals around and around until he turns into a white rabbit. The rabbit transforms into a purple dragon (very reminiscent of Figment from EPCOT Center). The dragon breathes fire, which turns into three HAREM GIRLS,    who dance around LOKI. Just as he begins to enjoy them, they disappear.) So don't you sit there slack-jawed, buggy eyed  I'm here to answer all your midday prayers. You got me bona fide, certified. Did you get an android for a charge? affairs! I got a powerful urge to help you out. So what you wish I want to know. You got a wish that's three miles long, no doubt. So all you gotta do is rub like so, and oh!(CONNOR imitates what he is calling LOKI, then turns into a certificate which rolls up and surrounds LOKI. CONNOR pulls a list {written in Asgardian} out of LOKI's ear, which he uses to rub his behind like drying off after a shower.) Mister LOKI, the sir, have a wish or two or three. I'm on the job, you big nabob. You ain't never had a friend, never had a friend. You ain't never had a friend, never had a friend. You ain't never...had a... friend... like...me! You ain't never had a friend like me!(The dancing HAREM GIRLS reappear, and LOKI leans in to kiss one. She turns into CONNOR, who zaps four dancing elephants into existence. In the other direction, he zaps in four dancing camels,  and a grand finale dancing number ensues. MAX grabs as much gold as he can, but CONNOR wraps everything up in a cyclone and zaps it away until they're all back in the cave. CONNOR has a neon "APPLAUSE" sign on his back. MAX turns his hat over and    sees that it is empty.)

Connor: So what'll it be, master?

Loki: You're gonna grant me any three wishes I want?

Connor:  (As William F. Buckley) Ah, almost. There are a few provisos, a couple of quid pro quos.

Loki: Like?

Connor: Ah, rule number one: I can't kill anybody.  (He slices his head off with his finger.)  So don't ask.  Rule two: I can't make anyone fall in love with anyone else.  (Head turns into a big pair of lips which kiss LOKI.)  You little punim, there. (Lies flat, then gets up and transforms into a zombie.) Rule three: I can't bring people back from the dead.  It's not a pretty picture, (He grabs     LOKI and shakes him) I don't like doing it!  (He  poofs back to normal.)  Other than that, you got it!

Loki: (Looks at MAX as if plotting) Ah, provisos?  Do you mean limitations?  On wishes? (To MAX) Some all-powerful android--can't even bring people back from the dead. I don't know, Max--he probably can't even get us out of this cave.  Looks like we're gonna have to find a way out of here--(They start to leave, but a big blue foot stomps down in front of them.)

Connor:  Excuse me?  Are you lookin' at me?  Did you rub my hat? Did you wake me up, did you bring me here?  And all of a sudden, you're walkin' out on me?  (Gets madder and madder) I   don't think so, not right now.  You're gettin' your wishes, so sit down!  (They all get on the BARITONE. CONNOR takes the form of a stewardess, with lots of  arms pointing out the exits.)  In case of emergency, the exits are here, here, here, anywhere!  Keep your hands and arms inside the baritone.  Weeee'rrrrrreee...outta here! (The BARITONE and passengers fly out of the sand in the desert and off into the distance.  Cut to int. of the ALL-FATHER's chamber. THANOS is  there with JOSH, MADDIE, and the ALL-FATHER.)

Odin: Thanos, this is an outrage.  If it weren't for all your years of loyal service... . From now on,    you are to discuss the sentencing of prisoners with me,  before they are beheaded.

Thanos: I assure you, your highness, it won't happen again.

Odin: Maddie, Thanos, now let's put this whole messy business behind us. Please?

Thanos: My most abject and humblest apologies to you as well, princess.  (He takes her hand to kiss it, but she yanks it away.)

Maddie: At least some good will come of my being forced to marry.  When I am queen, I will have the power to get rid of you.

Odin: That's nice.  All settled, then.  Now, Maddie, getting back to this suitor business, (he looks and sees MADDIE walking out) Maddie? Maddie!  (He runs after her.)

Thanos:  If only I had gotten that hat!

Josh: (As MADDIE) I will have the power to get rid of you!  D'oh!  To think--we gotta keep kissing up to that chump, and his chump daughter for the rest of our lives...

Thanos: No, Josh. Only until she finds a chump husband. Then she'll have us banished--or beheaded!

Both: Eeewww!

Josh: (Has an idea) Oh!  Wait a minute!  Wait a minute! Thanos?  What if you were the chump husband?

Thanos:  (He looks at JOSH in insult) What?

Josh: Okay, you marry the princess, all right? Then, uh, you become the all-father!

Thanos: Oh! Marry the shrew?  I become the all-father.  The idea has merit!

Josh: Yes, merit! Yes!  And then we drop papa-in-law and the little woman off a cliff!  (Dive bombs into the floor)  Kersplat!

Thanos:  Josh, I love the way your foul little mind works! (Both laugh as we cut to an oasis in the desert, where the BARITONE is coming in for a landing.)

Connor:  (Still as stewardess) Thank you for choosing the Magic Baritone for all your travel needs.  Don't stand until the instrument has come to a complete stop.  (As LOKI and MAX get off down the stairway formed by the BARITONE) Thank you. Goodbye, goodbye! Thank you!        Goodbye!  (Back to normal)  Well, now.  How about that, Mr. doubting Mustafa?

Loki: Oh, you sure showed me. Now about my three wishes-

Connor: Dost mine ears deceive me? Three? You are down by ONE, boy!

Loki: Ah, no--I never actually wished to get out of the cave.  You did that on your own. (CONNOR thinks for a second, then his jaw drops.  He turns into a sheep.)

Connor:  Well, don't I feel just sheepish?  All right, you baaaaad boy,  but no more freebies.

Loki: Fair deal.  So, three wishes.  I want them to be good.  (To CONNOR) What would you wish for? (CONNOR is hanging like a hammock between two trees.)

Connor: Me?  No one's ever asked me that before. Well, in my case, ah, forget it.

Loki: What? No, tell me.

Connor: Freedom.

Loki: You're a prisoner?

Connor:  It's all part-and-parcel, the whole android gig. (Grows gigantic, voice echoes) Phenomenal cosmic powers!  (Shrinks down, cramped in MAGIC HAT.) Itty bitty living space.

Loki: Connor, that's terrible.

Connor:  (Comes out of the HAT) But, oh--to be free.  Not have to go "Poof! What do you need? Poof! What do you need? Poof! What do you need?" To be my own master, such a thing would be greater than all the magic and all the treasures in all the world! But what am I talking about, here?  Let's get real here.  It's not gonna happen.  Connor, wake up and smell the hummus.

Loki: Why not?

Connor: The only way I get outta this is if my master wishes me out.  So you can guess how often that's happened.

Loki: I'll do it. I'll set you free.

Connor:  (Head turns into Pinocchio's with a long nose) Uh-huh, right. Whoop!

Loki: No, really, I promise. (He pushes the nose back in and CONNOR's head returns to normal.) After making my first two wishes, I'll use my third wish to set you free. (He holds out his hand)

Connor:  Well, here's hopin'.  (Shakes LOKI's hand.) O.K. Let's make some magic!  (Turns into a      magician.)  So how 'bout it.  What is it you want most?

Loki: Well, there's this girl--

Connor:  Shhh! (Like a buzzer, and CONNOR's chest shows a heart with a cross through it.)  Wrong!  I can't make anybody fall in love, remember?

Loki: Oh, but Connor. She's smart and fun and...

Connor: Pretty?

Loki: Beautiful.  She's got these eyes that just...and this hair, wow...and her smile.

Connor:  (Sitting in a Parisian cafe with MAX and BARITONE.)  Ami. C'est l'amour.

Loki:  But she's the princess.  To even have a chance, I'd have to be a--hey, can you make me a prince?

Connor:  Let's see here.  (Has a "Royal Cookbook".) Uh, chicken a la king? (Pulls out a chicken with a  crown on its head)  Nope.  Alaskan king crab?  (Yanks out his finger, and we see SEBASTIAN the crab from "The Little Mermaid"  clamped on.)  Ow, I hate it when they do that.  Caesar's salad? (A dagger comes out and tries to stab him.) Et Tu,  Brute?  Ah, to make a prince.  (Looks slyly at  LOKI.) Now is that an official wish?  Say the magic words!

Loki: Connor, I wish for you to make me a prince!

Connor:  All right!  Woof woof woof woof! (Takes on square shoulders and looks like Arsenio Hall. Then becomes a tailor/fashion designer.)  First, that hat and shirt combo is much too third century. These patches--what are we trying to say--beggar?  No! Let's work with me here. (He takes LOKI's measurements, the snaps his fingers, and LOKI is outfitted in his prince costume.)  I like it, muy macho!  Now, still needs something.  What does it say to me?  It says mode of transportation.  Excuse me, monkey boy!  Aqui, over here!  (MAX tries to  cover himself with BARITONE, but CONNOR zaps him and he flies over.)

Max: Uh oh!

Connor:  Here he comes, (LOKI and CONNOR are on a game show set, where LOKI stands behind a podium with  "LO" on it.) And what better way to make your grand entrance on the streets of Asgard, than riding your very own brand new camel!  Watch out, it spits!  (A door bearing the android's head on it opens, where MAX is transformed into a camel.  He spits out the side of his mouth on cue.  But CONNOR's not sure.)Mmm, not enough.  (He snaps his fingers and MAX turns into a fancy white horse.)  Still not enough.  Let's see.  What do you need?  (CONNOR snaps his fingers repeatedly, turning MAX into a duck, an ostrich, a turtle, and a '57 Cadillac, with the license plate "MAX 1." (That one's a guess, I don't know cars, but judging by the tail fins, 'nuff said.)  Finally, he's returned to normal.)  Yes!!  Esalalumbo,  Shimin Boise!  Whoa!! (And on the keyword of the spell, Boise, MAX turns into a black horse.  BARITONE struggles to get out from under MAX's size 23 feet.)  Talk about your mane space, check this action out! (MAX sees his reflection in a pool of water, then jumps into a tree. The tree naturally bends right back down to the ground, where MAX  hangs on and looks at LOKI upside down.)

Loki: Max, you look good.

Connor: He's got the outfit, he's got the horse, but we're not through yet.  Hang on to your turban,  kid, 'cause we're gonna make you a star! (We zoom out slowly with the oasis in the distance, as fireworks begin to explode outward.  Cut to a CU of a pile of toys. (Look for the BEAST here.)  We tilt up and see the ALL_FATHER  balancing them.  He carefully balances the last piece on top, then sits back and sighs. THANOS storms in, though, and the  pile collapses.)

Thanos: Sire, I have found a solution to the problem with your daughter.

Josh: Awk!  The problem with your daughter!

Odin: Oh?

Thanos:  (Unrolling a scroll) Right here.  "If the princess has not chosen a husband by the appointed time, then the all-father shall choose for her."

Odin: But Maddie hated all those suitors!  (He tries to stuff a cracker into JOSH's mouth. JOSH backs away. The ALL-FATHER absentmindedly pulls the cracker back.)  How could I choose someone she hates? (JOSH is relieved, but the ALL-FATHER quickly stuffs a cracker in his mouth.)

Thanos:  Not to worry, my liege.  There is more.  If in the event a suitable prince cannot be found, a princess must then be wed to...hmm...interesting.

Odin: What? Who?

Thanos: The royal vizier!  Why that would be...me!

Odin: Why I thought the law says that only a prince can marry a princess, I'm quite sure.

Thanos:  Desperate times call for desperate measures, my lord. (He pulls out the staff and hypnotizes the ALL-FATHER with it.)

Odin: Yes...desperate measures...

Thanos:  You will order the princess to marry me.

Odin: I...will order...the princess...to...(the spell breaks momentarily)...but you're so old!

Thanos:  (Holds the staff closer) The princess will marry me!

Odin: The princess will marry...(the spell is again broken, this time by the trumpet fanfare of "Prince Loki".) What? What is that?  That music!  Hahaha, Thanos., you must come and see this! (We see an advancing parade, led by what appears to be CONNOR in human form as a MAJOR.)

MARCHERS: Make way for Prince Loki!

SWORDSMEN: Say hey! It's Prince Loki!

MAJOR:  Hey, clear the way on the rainbow bridge, Hey you, let us through, it's a bright new god, Now come, be the first on your realm to meet his gaze! Make way, here he comes,  Ring bells, bang the drums. You're gonna love this god(The MAJOR mingles amongst different crowd members.) Prince Loki, fabulous he, Loki Laufeyson!  Genuflect, show some respect Down on one knee(MAX the horse marches through town, with LOKI on his back.)  Now try your best to save face. Try not to let your heart race then come and see his spectacular trickery. (JOSH is dancing to the music until THANOS glares at him. The MAJOR "wheelbarrows" six men up onto MAX's mane. They stand on each other's shoulders as LOKI shakes hands.) Prince Loki, mighty is he, Loki Laufeyson! Strong as ten Asgardians. He faced the Frost Giant lords, A hundred Midguardians with swords. Who sent those fools to their lords, why Prince Loki! (The pile collapses on LOKI, but a CONNOR (TM) brand lightning bolt zaps the pile and he ends up holding them all up in an acrobatic wheel formation. CONNOR turns into an old man, then a child  and speaks the last two lines to the crowd.)

Chorus of men:(Carrying the camels) He's got seventy-five golden amulets! (In pops a typical parade commentator)

Harry: Don't they look lovely, June?

Chorus of women:  (On afloat) Emerald fur coats, he's got fifty-three! (In comes another commentator.)

June: Fabulous, Harry, I love the color!

Connor:  (CONNOR is off-screen, a giant balloon gorilla proceeds down the parade) When it comes to exotic type magic's has he got a tome, I'm telling you, it's a compendium of all kinds! (CONNOR pops in as a leopard, then a goat, and speaks the last two lines to the two children from earlier. We cut to a balcony, where three HAREM GIRLS are joined by the HAREM CONNOR.)   Connor: Girls: (in counterpoint) Prince Loki, Handsome is he, Loki Laufeyson. There's no question this Loki's alluring. That physique, how can I speak. Never ordinary, never boring    Weak at the knee. Everything about the man just plain impresses. Well, get on out in that square. He's a wonder, he's a whiz, a wonder. Adjust your helm and prepare. He's about to pull my heart asunder. To gawk and grovel and stare at Prince Loki!  And I love the way he dresses! (MADDIE has been watching from the balcony of the palace.  She humphs it off, then leaves.)

Chorus: He's got ninety-five fierce burning grudges! (He's got some enemies, let's not see the enemies!)  And to each, he will charge them a fee! (They're gonna pay, oh yes they'll pay) He's got duplicates, he's got doubles and mirrors! (All of himself!) They bow to his whim, love serving him.  They're just lousy with loyalty to Loki! Prince Loki! (LOKI throws gold coins out to the people, who rush over to collect them. MAX and the parade march up the steps of the palace and inside. The ALL-FATHER runs back inside to the door to the throne room, but THANOS stands in front of the door. Suddenly, it bursts open, with MAX leading the way, and crushing THANOS and JOSH behind the door.)

Connor:  Prince Loki! Amorous he! Loki Laufeyson. Heard your princess was a sight lovely to see! And that, good people, is why He got dolled up and dropped by  With 60 evil spells, curses galore With his staffs and magic wands A brass helm and more With his forty doubles, his tricks, his magic's His birds that warble on key. Make way for Prince Loki! (More and more fanfare build up until LOKI flies off MAX's back on MAGIC BARITONE and flies down to the ALL-FATHER. THANOS slams the door shut.)

Odin: (Clapping) Splendid, absolutely marvelous.

Loki: (Takes on a deeper voice.)  Ahem.  Your majesty journeyed from afar to seek your daughter's hand.

Odin: Prince Loki Laufeyson!  Of course.  I'm delighted to meet you. (He rushes over and shakes LOKI's hand.)This is my royal vizier, Thanos.  He's delighted too.

Thanos:  (Extremely dryly) Ecstatic. I'm afraid, Prince Lafeyson--

Loki: --Laufeyson!

Thanos:  Whatever.  You cannot just parade in here uninvited and expect to--

Odin: ...by Valhalla, this is quite a remarkable device. (He tugs at the tassels, and they tug his mustache.)  I don't suppose I might...

Loki: Why certainly, your majesty.  Allow me. (He helps the ALL-FATHER up onto the BARITONE, and he plops down. THANOS pins the BARITONE down on the floor with the staff.)

Thanos: Sire, I must advise against this--

Odin: --Oh, button-up, Thanos. Learn to have a little fun. (He kicks away the staff and BARITONE and ODIN fly away. JOSH, who was standing on the head of the staff, falls, repeatedly bopping the staff with his beak as he descends. ODIN and BARITONE fly high into the ceiling, then begin a dive-bomb attack, flying under MAX, scaring him. The flight continues in the    background, while THANOS and LOKI talk in the foreground.)

Thanos: Just where did you say you were from?

Loki  Oh, much farther than you've traveled, I'm sure. (He smiles. THANOS does not.)

Thanos: Try me. (JOSH lands on the staff.)

Odin: Lookout, Polly! (They all duck in time as the BARITONE whizzes centimeters over their heads. BARITONE returns and the ALL-FATHER chases JOSH around the room.)

Josh: Hey, watch it. Watch it with the dumb instrument! (The BARITONE zooms underneath JOSH, who sighs, wipes his brow, and crashes into a pillar.  He crashes to the floor, and his head is circled by miniature ODINS on BARITONES, saying "Have a cracker, have a cracker.  The real ODIN begins his final approach.)

Odin: Out of the way, I'm coming into land. Thanos, watch this!(He lands.)

Thanos:  Spectacular, your highness.

Odin: Ooh, lovely.  Yes, I do seem to have a knack for        it.  (BARITONE walks over to MAX dizzily, then        collapses.  MAX catches it.)  This is a very        impressive youth. And a prince as well.   (Whispers        to THANOS) If we're lucky, you won't have to marry        Maddie after all.

Thanos:  I don't trust him, sire.

Odin: Nonsense.  One thing I pride myself on Thanos, I'm        an excellent judge of character.

Josh:   Oh, excellent judge, yeah, sure...not!!!(MADDIE walks in quietly.)

Odin: Maddie will like this one!
Loki:    And I'm pretty sure I'll like Princess Maddie!

Thanos:  Your highness, no.  I must intercede on Maddie's        behalf.  (MADDIE hears this and gets mad.) This        boy is no different than the others.  What makes        him think he is worthy of the princess?

Loki:    Your majesty, I am Prince Loki Laufeyson! (He pricks        Thanos' goatee, which springs out in all        directions.)  Just let her meet me.  I will win        your daughter!

Maddie:    How dare you!  (They all look at her surprised.)        All of you, standing around deciding my future?  I        am not a prize to be won!  (She storms out.)

Odin: Oh, dear.  Don't worry, Prince Loki.  Just give        Maddie time to cool down.  (They exit.)

Thanos:  I think it's time to say good bye to Prince       Odinson.(Diss to MADDIE on her balcony at night.  We tilt down and find    LOKI and company in the courtyard.)

Loki:    What am I going to do? Maddie won't even let me        talk to her.  I should have known I couldn't pull        off this stupid prince wish.  (MAX struggles with        his horse hooves to open a banana.  He squishes        it, and the banana squirts into his eye.  He then        tosses the banana peel into a heaping pile of the        same.)

Connor:  (to baritone, playing chess) So move!  (BARITONE does,        knocking a black piece off the board.)  Hey.        That's a good move.  (As Rodney Dangerfield) I        can't believe it--I'm losing to a instrument.

Loki:    Connor, I need help.

Connor:  (as Jack Nicholson) All right, sparky, here's the        deal.  You wanna court the little lady, you gotta        be a straight shooter, do ya follow me?
Loki:    What?
Connor:  (Back to normal, wearing a mortarboard. He points        out his words on a blackboard)  Tell her        the...TRUTH!!!

Loki:    No way!  If Maddie found out I was really some        crummy street rat, she'd laugh at me. (He        puts on his horned helmet, which lights up as CONNOR.)

Connor:  A woman appreciates a man who can make her laugh!        (LOKI pulls the chain turning off the light.        CONNOR comes out holding the real horned helmet.) Lokes, all        joking aside, you really oughtta be yourself.

Loki:    Hey, that's the last thing I want to  be.  Okay,        I'm gonna go see her.  I gotta be smooth, cool,        confident.  How do I look?

Connor:  (Sadly) Like a prince.(LOKI flies up to the balcony on BARITONE.  MADDIE is on her bed,    sighing.  SIMBA is by her side.)

Loki:    (From a distance) Princess Maddie?(SIMBA looks up and growls.)

Maddie:    Who's there?

Loki:    It's me--Prince Loki.  Ahem--(Then he jumps to his        deep voice) Prince Loki Laufeyson.

Maddie:    I do not want to see you.

Loki:    No, no, please princess.  Give me a chance. (SIMBA        growls and advances on him.)

Maddie:  Just leave me alone.

Loki:    Down kitty!(Over the edge of the balcony, BARITONE is watching with CONNOR below.)

Connor:  How's our beau doing?(BARITONE cuts his neck with his finger.)

Loki:    Good kitty, take off.  Down kitty. (He takes off        his helmet to brush SIMBA away.)

Maddie:    (She looks at him thinking she has seen him        before.)  Wait, wait.  Do I know you?

Loki:    (Quickly replaces his helmet) Uh, no, no.

Maddie:    You remind me of someone I met in  the marketplace.

Loki:    The marketplace?  (A bee buzzes around his head.)        I have servants that go to the marketplace for me.        Why I even have servants who go to the marketplace        for my servants, so it couldn't have been me you        met.

Maddie:    (She looks disappointed.)  No, I guess not.

BEE:        (It's CONNOR) Enough about you, Casanova.  Talk        about her! She's smart,  fun, the hair, the eyes.        Anything--pick a feature!

Loki:    Um, Princess Maddie?  You're very...

BEE:        Wonderful, glorious, magnificent, punctual!

Loki:    Punctual!

Maddie:    Punctual?

BEE:        Sorry.

Loki:    Beautiful.

BEE:        Nice recovery.

Maddie:    Hmm.  I'm rich too, you know.

Loki:    Yeah!

Maddie:    The daughter of the All-Father.

Loki:    I know.

Maddie:    A fine prize for any  prince to marry.

Loki:    Uh, right.  Right.  A prince like me.

BEE:        (Buzzing in his ear) Warning! Warning!

Maddie:    Right, a prince like you.  And every other stuffed  shirt,             swaggering, peacock I've met!

BEE:        (Rear end on fire, wearing goggles and crashing) Mayday!              Mayday!

Maddie:    Just go jump off a balcony! (She turns and walks away)

Loki:    What?

BEE:        Stop her! Stop her! Do you want me to sting her?

Loki:    (Swats at bee) Buzz off!

BEE:        Okay, fine.  But remember--bee yourself! (BEE buzzes into             his helmet)

Loki:    Yeah, right!

Maddie:    What!?!

Loki:    Uh, you're right.  You aren't just some prize to be        won.  (He looks disappointed.)  You should be free        to make your own choice.  (MADDIE and SIMBA look        at each other in confusion.)  I'll go now. (He        steps up on the ledge and drops off.)

Maddie:    No!

Loki:    (Pokes his head up from over the edge) What?  What?

Maddie:    (Now she's amazed) How--how are you doing that?        (She looks over the edge and sees the BARITONE.)

Loki:    It's a magic baritone.

Maddie:    It's lovely.  (BARITONE takes MADDIE's hand with a        valve.)

Loki:    You, uh, you don't want to go for a ride, do you?        We could get out of the palace, see the world.

Maddie:    Is it safe?

Loki:    Sure.  Do you trust me?
Maddie:    (She looks at him at the saying of that all-        important line) What?

Loki:    (Extends his hand the same as before) Do you trust        me?

Maddie:    (Gets a sly grin on her face) Yes.(She takes his hand and gets up on BARITONE.  It zooms into the sky,    knocking them both into sitting positions.  The music of "A Whole     New World" swells.  MADDIE looks back and sees SIMBA looking    up at her questioningly.  She gasps as they fly over the palace     wall and into the sky.)

Loki:    I can show you the world    Shining, shimmering, splendid.    Tell me princess, now when did you last    Let your heart decide?(BARITONE zooms down through the town, stopping slightly to pick a    flower.  It gives the flower to LOKI, who gives it to MADDIE.      She smiles.)    I can open your eyes    Take you wonder by wonder    Over, sideways, and under    On a magic baritone ride(BARITONE does as LOKI sings, then zooms into the clouds.)    A whole new world!    A new fantastic point of view    No one to tell us no    Or where to go    Or say we're only dreaming(MADDIE looks back and watches Asgard disappear from sight.  BARITONE     flies in and out of the clouds.)

Maddie:    A whole new world    A dazzling place I never knew    But when I'm way up here    It's crystal clear    That now I'm in a whole new world with you!

Loki:    Now I'm in a whole new world with you!(They each catch a small cloud as BARITONE continues the flight.  It    then circles a pillar of clouds, giving a swirly look to it.)

Maddie:    Unbelievable sights    Indescribable feeling    Soaring, tumbling, freewheeling    Through an endless diamond sky(They join a flock of birds in the sky.  One of them looks terrified    and squawks.  BARITONE does somersaults and flips, at times putting    LOKI and MADDIE in free-fall, but catching them.  They then    zoom above the clouds where a starry night awaits them.)

Maddie:    A whole new world!

Loki:    Don't you dare close your eyes.

Maddie:    An hundred thousand things to see.

Loki:    Hold your breath--it gets better!

Maddie:    I'm like a shooting star,    I've come so far    I can't go back to where I used to be!(They zoom down over a river, apparently the Nile, for beyond the     ship's sails are the Great Pyramids.  They wave at a worker     sculpting the complete nose of the Sphinx.  He smiles, but    chisels too much and breaks off the front section of the nose.)

Loki:    A whole new world!

Maddie:    Every turn a surprise.

Loki:    With new horizons to pursue.

Maddie:    Every moment, red-letter(They fly alongside wild horses running.  MADDIE pets one of them.)

BOTH:   I'll chase them anywhere    There's time to spare    Let me share this whole new world with you    A whole new world    That's where we'll be(They fly through Greece, where LOKI grabs an apple from a    tree and rolls it down his arm to MADDIE, who is now sure    she is dealing with LOKI, not PRINCE LOKI.)

Loki:    A thrilling chase.
Maddie:    A wondrous place.

BOTH:       For you and me!(BARITONE hovers along over a lake, and we see the reflection of    the moon in the lake.  Fireworks burst and we see the couple    at a Chinese New Year celebration, sitting on a rooftop.)

Maddie:    It's all so magical.

Loki:    Yeah.

Maddie:    (She looks at him and decides to burst the bubble)        It's a shame Max had to miss this.

Loki:    Nah.  He hates fireworks.  (BARITONE looks up        realizing what is happening.)  He doesn't really        like flying either. (And now LOKI realizes it)        That is...oh no!

Maddie:    (She pulls off his helmet) You are the boy from the        market!  I knew it.  Why did you lie to me?

Loki:    Maddie, I'm sorry.

Maddie:    Did you think I was stupid?

Loki:    No!

Maddie:    That I wouldn't figure it out?

Loki:    No.  I mean, I hoped you wouldn't.  No, that's not        what I meant.

Maddie:    Who are you?  Tell me the truth!

Loki:    The truth? (He looks at BARITONE who wave him on,        giving up hope.)  The truth...the truth is...I        sometimes dress as a commoner to escape the        pressures of palace life.  (BARITONE slumps down in        defeat.)  But I really am a prince! (The horn on         his helmet falls down over his eyes.)

Maddie:    Why didn't you just tell me?

Loki:    Well, you know, um...royalty going out into the        city in disguise, it sounds a little strange,        don't you think?

Maddie:    Not that strange.(She flicks up the horn and cuddles with him.  BARITONR puts a    valve under his "chin" and looks mystified.  Dissolve to ext.    of palace balcony, where LOKI and MADDIE return.  BARITONE     forms a set of steps and she descends.  LOKI then descends     just below the balcony.)

Maddie:    Good night, my handsome prince.

Loki:    Sleep well, princess.(They slowly lean forward to kiss, but BARITONE bumps him up and they    kiss sooner than expected.  She walks away slowly then turns and    looks at him. Finally she enters her room through the curtain.)

Loki:    Yes!  (He falls back onto the BARITONE, who descends        to the ground.) For the first time in my life,        things are starting to go right.(He looks up at MADDIE's balcony, and four sets of hands grab him.)

Loki:    Hey!  What?  (A gag is tied around his mouth.        Muffled words) Max!  Max!  (We see the horse        hanging from a net tied in a tree.)

GUARD:  Hold him!(Shackles are placed on his feet and his hands.  Another GUARD ties    BARITONE in a knot around a tree.)

Thanos:  I'm afraid you've worn out your welcome, Prince       Odinson.  (Walks away.)  Make sure he's        never found.(A GUARD hits him in the head, and he falls unconscious.  Cut to a    cliff, where GUARDS laugh as LOKI's body drops into the water.      He is conscious now, but his feet are tied to a rock.  The rock     hits the sea bottom, then the helmet lands and the plume tumbles    out.  He sees this and struggles to rub the plume.  However, he    loses consciousness and falls to the floor.  The plume, unsettled    by his movement, rolls down and rubs against his hands. It shakes,    and CONNOR emerges with a bath brush, rubber duckie, and shower cap)

Connor:  Never fails.  Get in the bath and there's a rub at        the plume.  (Squeaks the duck)  Hello.  (Sees        unconscious LOKI) Lokes?  Lokes!  Kid, snap out of it!        You can't cheat on this one!  I can't help you        unless you make a wish.  You have to say  "Connor I        want you to save my life."  Got it?  Okay.  C'mon        Loki!!  (He grabs LOKI by the shoulders and        shakes him.  His head goes up, then falls.)  I'll        take that as a yes.  (Head turns into a siren.)        Wooga!  Wooga!  (Turns into a submarine.)  Up        scope!  (He babbles in something that sounds like        German.  On the surface, a giant water spout        emerges, and lands on top of the cliff.  LOKI        reawakes and coughs the water out of his lungs.)        Don't you scare me like that!

Loki:    Connor, I--uh, I-uh...(He can't think of how to say        it, so they just hug each other.)  Thanks, Connor.

Connor:  Oh, Lokes.  I'm gettin' kind of fond of you, kid.  Not        that I want to pick out curtains or anything.(Cut to MADDIE in her room, humming "A Whole New World" and brushing   her hair.  The ALL-FATHER appears in one of the double doors,hypnotized.)

Odin: Maddie!

Maddie:    Oh, father--I just had the most wonderful time.        I'm so happy.

Odin: (Still monotone from the hypnosis) You should be,        Maddie. I have chosen a husband for you.

Maddie:    What?

Odin: (The other door opens and reveals THANOS.)  You will        wed Thanos.(MADDIE gasps at the sight of him.)

Thanos:  You're speechless, I see.  A fine quality in a        wife.

Maddie:    I will never marry you.  (She goes to the ALL-FATHER)        Father, I choose Prince Loki!

Thanos:  Prince Loki left!(A quick pan finds LOKI standing in the doorway to the balcony.)

Loki:    Better check your crystal ball  again, Thanos!

Maddie:    Prince Loki!(THANOS gasps at the sight of LOKI.)

Josh:       How in the he--(back to parrot-ese)--uh, awk!

Loki:    Tell them the truth, Thanos!  You tried to have me        killed.

Thanos:  What?  (He goes to the ALL-FATHER)  Ridiculous        nonsense, your highness.  He is obviously lying.        (He brings the staff close to the ALL-FATHER'S face.)

Odin: Obviously...lying.(LOKI sees the staff with its glowing eyes.)

Maddie:    Father, what's wrong with you?

Loki:    I know!(LOKI grabs the staff and smashes it on the floor. THANOS flinches    and the spell is broken for good.)

Odin: Oh, oh, oh my!

Loki:    Your highness, Thanos' been controlling you with        this!  (He advances the staff)

Odin: What?  Thanos?  You, you traitor!(The trio advances on THANOS.)

Thanos:  Your majesty, all of this can be explained.

Odin: Guards! Guards!

Josh:       Well, that's it--we're dead, forget about it.  Just        dig a grave for both of us.  We're dead.(But THANOS sees the plume in LOKI's pocket.  He makes a move, but    is grabbed by guards.)

Odin: Arrest Thanos at once.

Thanos:  This is not done yet, boy!(THANOS pulls a vial from his pocket.  LOKI sees this and rushes    him, but THANOS throws the vial to the floor.  A large red cloud    appears.  When it is gone, so is THANOS.)

Odin: Find him, search everywhere!

Loki:    Maddie, are you all right?

Maddie:    Yes.(They lean in to kiss, but the ALL-FATHER barges between them.)

Odin: Thanos, my most trusted counselor, plotting against        me all this time.  Just horrible.  How will I ever-        (He stops in mid sentence and looks at the pair.)        Can it be true?  My daughter has finally chosen a        suitor? (She nods) Ha ha!  Praise Vahalla!  You        brilliant boy, I could kiss you!   I won't--I'll        leave that to my--.  You two will be wed at once!        Yes, yes.  And you'll be happy and prosperous, and        then my boy, you will be king!

Loki:    King?

Odin: Yes, a fine upstanding youth like yourself, a        person of your unimpeachable moral character is        exactly what this kingdom needs!  (LOKI looks        concerned at this.)(Cut to int. of THANOS' chambers.  THANOS and JOSH enter.)

Josh:       We gotta get outta here!  We gotta get--  I gotta        start packing, your highness.  Only essentials.        (JOSH starts throwing things out of his cage.        THANOS smiles broadly.)  Travel light! Bring the        guns, the weapons, the knives (Stops and takes out        a picture of himself    and THANOS) and how about        this picture?  I don't know--I think I'm making a        weird face in it. (THANOS starts to laugh wildly.)        Oh, boy--he's gone nuts.  He's cracked.  (JOSH        flies down to him and knocks on his head.)  Thanos?        Thanos?  Get a grip, Thanos! (THANOS grabs him around        the neck) Good grip!

Thanos:  Prince Loki is nothing more than that ragged urchin        Loki.  He has the plume, Josh.

Josh:       Why that miserable--

Thanos:  But you are going to relieve him of it!

Josh:       Me?(Cut to ext. of palace.  LOKI is looking at the gardens.)

Loki:    King?  They want me to be king?(CONNOR comes out of the plume)

Connor:  Huzzah!  Hail the conquering hero!  (Turns into a        one-man band.  He sees LOKI walk away with his        head hung.  He stops, scratches his head, comes up        with an idea, then zooms over to LOKI.  He holds        up his hands like a director scoping a picture and        we look through them.)  Loki, you've just won        the heart of the princess.  What are you gonna do        next?  (LOKI looks at him, then walks away in        sadness to the bed, where he falls on it and sighs.        CONNOR again is confused, then goes to him and pulls        out a script labeled "Loki." Whispering: )        Psst, your line is "I'm going to free Connor."        Anytime.

Loki:    Connor...I can't.

Connor:  Sure you can.  You just go "Connor, I wish you        free."  (He grabs LOKI's head and uses        him as a mock ventriloquist's dummy.  LOKI pulls away.)

Loki:    I'm serious.  Look, I'm sorry--I really am. But        they want to make me king--no!, They want to make        Prince Loki king.  Without you, I'm just Loki.

Connor:  Lokes, you won!

Loki:    Because of you!  The only reason anyone thinks I'm        anything is because of you.  What if they find out        I'm not really a prince?  (Quietly)  What if        Maddie finds out?  I'll lose her.  Connor, I can't        keep this up on my own.  I can't wish you free.

Connor:  (Sarcastically) Hey, I understand.  After all,        you've lied to everyone else.  Hey, I was beginning        to feel left out.  Now, if you'll excuse me,        master. (He says the last word in disgust, then        poofs back into the plume.)(MAX and BARITONE are watching from the window.)

Max:        Ohhh.

Loki:    Connor, I'm really sorry. (A tongue comes out of the        spout and raspberries him.)   Well, fine. (He slams        a pillow on top of the PLUME.)  Then just stay in        there!  (He looks at MAX and BARITONE.)  What are you        guys looking at? (They both leave.) Look, I--I'm        sorry.  Wait, Max-- wait--I'm sorry, I didn't--        wait, c'mon.  (He sighs.)  What am I doing?       Connor's right--I gotta tell Maddie the truth.

Maddie:    (From a distance)  Lokes, oh Lokes--will you come here?

Loki:    (Putting on his helmet) Well, here goes.  (He walks        into the garden.)  Maddie?  Where are you?(We see JOSH wearing a beak and standing on stilts next to a FLAMINGO    in the pond.  He is imitating MADDIE's voice.)

Josh:       Ahem--In the menagerie, hurry.

Loki:    I'm coming.(We see LOKI hurry past, not noticing the birds.  JOSH laughs,    then turns back and looks into the face of a FLAMINGO, who is    panting.)
FLAMINGO:   D'uh!

Josh:       Ya got a problem, pinky?  (He sweeps the bird's        feet out from under it. JOSH runs into the palace        and finds the plume under the pillow.)  Boy, Thanos'        gonna be happy to see you!  (Stretches his face        like THANOS' and imitates it.)  Good work, Josh!        (Normal) Ah, go on.  (THANOS) No, really--on a scale        of one to ten, you are an eleven! (Normal) Ah,        Thanos--you're too kind.  I'm embarrassed, I'm        blushing.  (He flies away with the plume.)(Cut to the palace entrance.  The ALL-FATHER is standing on top, making    an announcement to the people.)

Odin: People of Asgard, My daughter has finally chosen a        suitor!(Cut to behind the curtain, where MADDIE is peeking.  LOKI    appears at the bottom of the stairs.)

Loki:    Maddie?

Maddie:    Loki, where have you been?

Loki:    There's something I've got to tell you.

Maddie:    The whole kingdom has turned out for father's        announcement!

Loki:    No! But Maddie, listen to me, please!

Maddie:    Good luck!  (She pushes him out onto the platform        with the ALL-FATHER, where he overlooks the entire        crowd.)

Odin: ...Loki Laufeyson!

Loki:    Oh, boy!(Far above, JOSH and THANOS watch through a window.)

Josh:   Look at them, cheering that little pipsqueak.

Thanos:  Let them cheer. (He lifts the plume and rubs it.  CONNOR comes out.)

Connor:  You know Lokes, I'm getting (turns and sees THANOS)        reallyyyyyy--I don't think you're him.  (He        descends and consults a playbill.)  Tonight, the        role of Lokes will be played by a tall, purple and        sinister ugly titan.

Thanos:  I am your master now.  (He throws CONNOR to the        ground and puts his foot on CONNOR's face.)

Connor:  I was afraid of that.

Thanos:  Connor, grant me my first wish.  I wish to rule on        high, as king!!!(Cut to ext where dark clouds circle the castle.  The castle shakes.    The roof rips off and the ALL-FATHER and LOKI duck.)

Loki:    Whoa!

Odin: Bless my soul.  What is this?  What is going on?(His helmet lifts off his head.  When he grabs it, his whole body    flies up, then is stripped of all his clothing except his boxer     shorts.  The clothing reappears on THANOS.)

Thanos:  Heh heh heh!

Odin: Thanos, you vile betrayer.

Josh:       That's King Vile Betrayer to you.

Loki:    Oh, yeah?  Well, we'll just see about that!  (Pulls        off his own helmet, but finds it empty)  The plume!

Thanos:  Finders-keepers, Laufeyson.(They both look up and see a gigantic CONNOR lift the palace into    the clouds..  LOKI whistles and BARITONE flies up to greet him.      They fly up near CONNOR's head.)

Loki:    Connor!  No!

Connor:  Sorry, kid--I got a new master now.  (He places the        palace on top of a mountain.)

Odin: Thanos, I order you to stop!

Thanos:  There's a new order now--my order!  Finally, you        will bow to me!(The ALL-FATHER bows, but MADDIE does not.)

Maddie:  We'll never bow to you!

Josh:       Why am I not surprised?

Thanos:  If you will not bow before a king, then you will        cower before a sorcerer!  (To CONNOR)  Connor, my        second wish--I wish to be the most powerful        sorcerer in the world!(CONNOR extends his finger.  LOKI tries to stop him, but he cannot,    and another CONNOR (tm) brand lightning bolt  strikes THANOS,     returning him to his normal look.)

Josh:       Ladies and gentlemen, a warm Asgard welcome for        Sorcerer Thanos!

Thanos:  Now where were we?  Ah, yes--abject humiliation!        (He zaps MADDIE and the ALL-FATHER with his staff, and        they both bow to him. SIMBA comes running at him.        He zaps SIMBA, and the lion turns into a kitty-        cat.)  Down, boy!  Oh, princess--(lifts her chin        with his staff)--there's someone I'm dying to        introduce you to.

Loki:    (off-camera) Thanos!  Get your hands off her!(THANOS zaps LOKI.  BARITONE flies away.)

Thanos:  Prince Loki     Yes, it is he,    But not as you know him.    Read my lips and come to grips    With reality(THANOS brings the two of them closer in the air.)    Yes, meet a blast from your past    Whose lies were too good to last    Say hello to your precious Prince Loki!(THANOS zaps LOKES back to LOKI.)

Josh:       Or should we say Loki?

Loki:    Maddie, I tried to tell you.

Thanos:  So Lokes turns out to be merely Loki    Just a con, need I go on?    Take it from me    His personality flaws    Give me adequate cause    To send him packing on a one-way trip    So his prospects take a terminal dip    His assets frozen, the venue chosen    Is the ends of the earth, whoopee!    So long,

Josh:       Good bye, see ya!

Thanos:  Ex-Prince Loki!(THANOS has zapped MAX back to normal.  He sends the two of them into    a tall pillar, then launches it like a rocket, but not before    BARITONE can get in.  F2B, then we see a snowy wasteland, where    the pillar crashes and rolls.  It finally comes to a stop.    LOKI emerges, obviously very cold.)

Loki:    Max?  Max!  (He looks back at a shivering pile of        snow.)  Oh, this is all my fault--I should have        freed the Android when I had the chance.  (He digs        out MAX and cradles him inside his vest.)  Max!        Are you okay?  I'm sorry, Max--I made a mess of        everything, somehow.  I gotta go back and set        things right.  (He starts to walk through the snow,        and he eventuallysteps on a frozen BARITONE.)        Baritone!  (He looks up and sees BARITONE is pinned by        the pillar.  He tugs to try and free BARITONE.  He        can't do it, so he begins to remove snow from the        base of the pillar.)   Max, start digging!  That's        it!  (Finally, enough snow has been removed, and        the pillar begins to roll.  LOKI runs away,        looks back, then slides into place.  The pillar        rolls over him, and when it is gone, LOKI and        MAX are left sitting in the patch of snow made by        the window of the pillar.)  Yeah!  All right!  (He        looks up at his helmet, made out of scared MAX.        BARITONE shakes off the snow and rushes over to pick        them up.)  Now, back to Asgard!  Let's go!(We cut back to ext. long shot of Asgard, shrouded in red clouds.    Cut to int. and slow zoom of throne room. JOSH has the ALL-FATHER    tied up like a marionette, and MADDIE is chained next to the    throne.)

Josh:       Puppet ruler want a cracker? Here's your cracker.        Shove 'em all right down your throat.  Here, have        lots!(THANOS pulls the chain, and MADDIE walks up to him holding an apple.)

Maddie:  Leave him alone!(JOSH stops for a second, then continues.)

Thanos:  It pains me to see you reduced to this, Maddie.        (He takes a bite out of the apple she is holding.)        A beautiful desert bloom such as yourself should be        on the arm of the most powerful man in the world.        (He waves his finger and a crown appears.) What do        you say, my dear?  Why,  with you as my queen...(She picks up a glass of wine and throws it in his face.)

Maddie:    Never!

Thanos:  I'll teach you some respect! (She falls back as he        raises his hand to slap her.  Then he stops.)  No.        Connor, I have decided to make my final wish.  I        wish for Princess Maddie to fall desperately in        love with me.(We see LOKI race back into town.)

Connor:  (Again as Buckley) Ah, master-- there are a few        addendas, some quid pro quo-

Thanos:  Don't talk back to me, you stupid android lout!  You        will do what I order you to do, slave!(MADDIE looks up and sees LOKI in the window, motioning her to    play along.)

Maddie:    (She stands and puts the crown on her head.)        Thanos!  I never realized how incredibly        handsome you are.(CONNOR's jaw drops.)

Thanos:  That's better.  (He pulls CONNOR's jaw up like a        shade.)  Now, pussycat, tell me more        about...myself.

Maddie:    You're tall, well dressed...(THANOS walks over to her.  LOKI jumps down with MAX and CONNOR    sees them.)

Connor:  Lokes!  Lokes, little buddy!

Loki:    Shh!

Connor:  (Literally zips his mouth shut, then unzips it.)        Lokes, I can't help you--I work for senor psychopath,        now.  (His head turns into THANOS', then back.)

Loki:    Hey--I'm a street rat, remember? (He rezips CONNOR's        mouth.)  I'll improvise.(He slides down a pile of coins and hides close to THANOS and MADDIE.    THANOS' back is to LOKI.)

Thanos:  Go on.

Maddie:    And your beard...is so...twisted!  (She has her        arms around him.  She pretends to twist with her        finger, but she is actually motioning for LOKI        to come over.  He makes his move.  JOSH sees him.)

Josh:       Tha--mmmmmm! (MAX grabs him and covers his mouth.)

Thanos:  And the street rat?

Maddie:    What street rat?(They are about to kiss when JOSH manages to knock over a bowl.  THANOS    turns to look, but MADDIE grabs him back and kisses him.  LOKI     looks disgusted.  JOSH and MAX both look disgusted.)

Max:        Yuck!

Thanos:  That was--(he sees LOKI's reflection in her        crown.) You!!  How many times do I have        to kill you, boy? (He zaps LOKI.  MADDIE rushes him, and he throws her to the    ground.  LOKI rushes and grabs the staff.)

Loki:    Get the plume!(MADDIE runs to it.  THANOS, however, shakes off LOKI, then    zaps her into an hourglass.)

Thanos:  Ah, ah, ah, princess--Your time is up!(Sand begins to fall from the top onto her.)

Loki:    Maddie!

Josh:       Oh, nice shot, Tha-- (he is knocked out by MAX.)(MAX rushes for the plume.)

Thanos:  Don't toy with me!  (He's zapped into a toy dog.)

Loki:    Max!(BARITONE rushes in.)

Thanos:  Things are breaking fast, now boy. (BARITONE is        zapped and breaks.  LOKI again rushes for the        plume.)  Get the point?  (His path is blocked by        large swords sticking in the floor.  THANOS grabs        the plume and laughs hideously. LOKI pulls a        sword out of the floor.) I'm just getting warmed        up!  (He breathes a ring of fire around LOKI.)

Loki:    Are you afraid to fight me yourself, you cowardly        snake?

Thanos:  A snake, am I?  Perhaps you'd like to see how        snake-like I can be!  (He smiles broadly, and we        see a snake's tongue come out from behind his        teeth.  He then turns into a giant cobra, and the        ring of fire around LOKI becomes part of the        snake encircling LOKI.  The snake THANOS makes        moves on LOKI, and on the third try, LOKI        swings the sword and hits THANOD.  Cut to CONNOR        cheerleaders wearing 'A' sweaters.)

Connor:  Rickem, rockem, rackem, rake--stick that sword into        that snake!

Thanos:  You stay out of thissss!(CONNOR waving a tiny pennant with a 'T' on it.)

Connor:  (Weakly) Thanos, Thanos, he's our man--if he can't do it,        GREAT!(LOKI uses the distraction to make a break for the hourglass where    MADDIE is trapped.  However, THANOS sees this and blocks the path.     LOKI is thrown away, and he loses his sword.)

Maddie:    Loki!(LOKI jumps on a large gem and slides across the floor, grabbing    the sword on his way.  He turns a corner, but the pursuing snake    cannot, and the front half of THANOS crashes through a wall and    hangs outside the palace.  LOKI jumps up on the snake's back     and stabs it.  THANOS screams in agony.  LOKI again tries to     free the princess.)

Loki:    Hang on, Maddie!(He is about to hit the glass with his sword when THANOS grabs him.)

Thanos:  (laughs hideously)  You little fool!  You thought        you could defeat the most powerful being on earth!

Josh:       (with CONNOR coming up behind him) Squeeze him,        Thanos--Squeeze him like a--awk! (CONNOR elbows him        out of the way)

Thanos:  Without Connor, boy, you're nothing!

Loki:    (Has an idea)  Connor!  Connor!  Connor        has more power than you'll ever have!

Thanos:  What!!

Loki:    He gave you your power, he can take it away!

Connor:  Lokes, what are you doing?  Why are you bringing me        into this?

Loki:    Face it, Thanos--you're still just second best!

Thanos:  You're right!  His power does exceed my own!  But        not for long!(THANOS circles around CONNOR.)

Connor:  The boy is crazy.  He's a little punch drunk.  One        too many hits with the snake  (His hand        turns into a snake and he hits his head with it.)

Thanos:  Slave, I make my third wish!  I wish to be an all        powerful android!

Connor:  (Reluctantly) All right, your wish is my command.        Way to go, Lokes.(CONNOR zaps THANOS with the last CONNOR (tm) brand lightning bolt.    THANOS' snake form dissipates and he turns into a android.  We     see MADDIE's raised hand disappear under the sand.  LOKI    runs over and finally smashes the glass.  Sand and princess     pour out.)

Thanos:  Yes!  Yes!  The power! The absolute power!

Maddie:    (to LOKI) What have you done?

Loki:    Trust me!(A black plume appears at THANOS' base.  THANOS is busy conjuring.)

Thanos:  The universe is mine to command, to control!

Loki:    Not so fast, Thanos!  Aren't you forgetting something?    (THANOS looks down questioningly) You wanted to be a android, you    got it!  And everything that goes with it!(Shackles appear on THANOS' wrists.)

Thanos:  No!  No!

Josh:       I'm gettin' out of here!  Come on, you're the        android, I don't want--(JOSH tries to fly away, but is sucked in with THANOS.)

Loki:    Phenomenal cosmic powers!  Itty bitty living space.

Connor:  Lokes, you little genius, you!(MAX turns back to normal, the BARITONE gets fixed, MADDIE, the ALL-FATHER    and SIMBA are standing together.  SIMBA jumps up into the arms of     the ALL-FATHER, then they are all transformed.  The ALL-FATHER is crushed     because of the weight of the new SIMBA.  The palace reappears     where it used to be in the city.  LOKI is left holding the    new plume.)

Thanos:  (Both from inside the plume.)  Get your blasted beak        out of my face!

Josh:       Oh, shut up, you moron!

Thanos:  Don't tell me to shut up!

Connor:  Allow me.  (He takes the plume and goes to the        balcony.  He is now wearing a baseball cap.  He        winds up as if to throw the plume, but opens his        palm flat and flicks it out into the desert        with his finger.) Ten- thousand years in a cave of        wonders ought to chill him out!(THANOS and JOSH continue to argue as they fade out. MADDIE walks    over to LOKI.  They hold hands, but both look sad.)

Loki:    Maddie, I'm sorry I lied to you about being a        prince.

Maddie:    I know why you did.

Loki:    Well, I guess...this... is goodbye?  (CONNOR pokes        his head around the corner shocked at what he is        hearing.)

Maddie:    Oh, that stupid law.  This isn't fair--I love you.

Connor:  (Wipes away a tear)  Lokes, no problem. You've still        got one wish left.  Just say the word and you're a        prince again.

Loki:    But Connor, what about your freedom?

Connor:  Hey, it's only an eternity of servitude.  This is        love.  (He leans down next to her.)  Lokes, you're        not gonna find another girl like her in a million        years.  Believe me, I know.  I've looked.

Loki:    Maddie, I do love you, but I've got to stop        pretending to be something I'm not.

Maddie:    I understand.(They take one final look into each other's eyes, then LOKI turns    to  CONNOR.)

Loki:    Connor, I wish for your freedom.

Connor:  One bona fide prince pedigree coming up.  I--what?

Loki:    (He holds the plume up to CONNOR.)  Connor, you're        free!(A transformation scene ensues, in which the shackles fall off    CONNOR's wrist and the plume falls uselessly to the ground.     CONNOR picks it up and looks at it.)

Connor:  (He can't believe it.)  Heh, heh!  I'm free. I'm        free.  (He hands the plume to LOKI.)  Quick,        quick, wish for something outrageous.  Say  "I want        the Nile."   Wish for the Nile.  Try that!

Loki:    I wish for the Nile.

Connor:  No way!!  (Laughs hysterically.  He bounces around        the balcony like a pinball.)  Oh does that feel        good!  I'm free!  I'm free at last!  I'm hittin'        the road.  I'm off to see the world!  I--(He is packing a suitcase, but looks down and sees LOKI looking    very sad.)

Loki:    Connor, I'm--I'm gonna miss you.

Connor:  Me too, Lokes.  No matter what anybody says, you'll        always be a prince to me.(They hug.  The ALL-FATHER steps forward.)

Odin: That's right.  You've certainly proven your worth        as far as I'm concerned. It's that law that's the        problem.

Maddie:    Father?

Odin: Well, am I king or am I king?  From this day        forth, the princess shall marry whomever she deems        worthy.

Maddie:    (She smiles widely and runs into LOKI's arms.)        Him!  I choose...I choose you, Loki.

Loki:    Ha, ha.  Call me Lokes.(They are about to kiss when giant tan hands pull everybody together.    CONNOR is decked out in a Hawaiian shirt with golf clubs and a Goofy     hat.)

Connor:  Oh, all of ya. Come over here.  Big group hug!        Mind if I kiss the monkey?  (He kisses MAX.)  Ooh,        hairball!  Well, I can't do any more damage around        this popsicle stand.  I'm outta here!  Bye, bye,        you two crazy lovebirds.  Hey, Instrument: ciao!  I'm        history!   No, I'm mythology!  No, I don't care        what I am--I'm free!( CONNOR flies up into the blue sky leaving a trail of sparkles    behind him.  They cut (a jump cut to make matters worse)     to fireworks exploding over a nightscape. We tilt down and see     LOKI and MADDIE flying on BARITONE .)

Loki:    A whole new world.

Maddie:        A whole new life.

BOTH:   (with off-camera chorus)    For you and me!

MEN'S CHORUS:   A whole new world!(They fly off into the moonlight, and after they have disappeared,    the moon turns and reveals CONNOR's laughing face.  Suddenly    the film is grabbed "off the projector", CONNOR lifts it up     and looks at the audience.)

CONNOR:  Made ya look!(Drops the film back to normal, with the normal ending.