Just then, Captain Neweyes arrives in his ship and congratulates Louie and Cecilia, who proceed to kiss, while Stubbs puts on an act announcing his resignation from Professor Screweyes' employ which wins the audience over with laughter. His impassioned pleas and loving touches, along with Cecilia's, return Rex and the other humans back to their kind and friendly natures. However, Louie steps in and desperately talks Rex out of killing Screweyes. Realizing he has been tricked, Rex becomes enraged and attempts to shoot Screweyes, making him afraid after his talk. However, a crow unintentionally activates the flare lights, breaking Rex out of the trance. Screweyes says he can control Rex, and proceeds to hypnotize him, while bragging that he is never afraid. That night, Professor Screweyes opens his circus with a parade of Demons and evil Spirits, and then unveils the humans to the terrified audience. Upon seeing the humans returned to their natural savage states, Louie and Cecilia plan to sneak into the night's show and save the humans with Stubbs' help. And before leaving, he sadly tells the two children to remember him.Īs the kids awake the next morning, they are greeted by a circus clown (orangutan) named Stubbs (King Louie (1967)), who works for Professor Screweyes, serves them breakfast and explains everything. Knowing their friendship will be lost forever, Rex transforms Louie and Cecilia back to their cub forms with his gentle pats. When he offers the humans to consume the pills and join his circus as a ransom in exchange for the two cubs' freedom, they reluctantly accept and Screweyes releases Louie and Cecilia, agreeing to tear up their contract in the process. Using his ' Brain Drain', pills that are the polar opposite of his brother's Brain Grain, Screweyes devolves Louie and Cecilia into mice. When the humans arrive at the circus, Screweyes explains that he delights in scaring people and believes that the humans would make a great addition to his circus. Unaware of Screweyes' sinister nature, the children sign a contract to perform in his circus troupe. Meanwhile, Louie and Cecilia meet Professor Screweyes, who is running his ' Eccentric Circus'. When the audience realize that live humans are among them, they fly into a panic, and the humans flee to Central Park while being pursued by the police and the army. Then in the process of hand-shaking, Rex unwittingly punctures the balloon, causing it to run out of air and fall on the humans, but left them unharmed. But when Rex sees a Policeman balloon coming out in the parade, Rex naively greets it, thinking it is real and already intelligent like he is. He disguises them as floats in the Macy's Thanksgiving Day Parade. To prevent mass panic, Louie decides that the humans need to stay hidden during their journey to the museum. She agrees to run away with Louie and help the humans, and when she threw away her Thanksgiving hat, it lands on a little dalmatian puppy named Sasha (Cadpig) who wished for a similar hat and ends up granting her wish. Riding on Elsa, Louie soon encounters a female lion cub named Cecilia (Young Nala), who is miserable with her life because of her neglectful parents. Louie agrees to help the humans get to the museum. Instead, they meet a young lion cub named Louie (Young Simba), who plans on running away to join the circus. Neweyes drops the humans off in the Hudson River, but they are unable to meet with Bleeb.

He plans to take them to Doctor Julia Bleeb (Kala) who will guide them to the Museum of Natural History, and warns them to keep away from Professor Screweyes (Shere Khan), his nefarious and evil brother who travels around causing mischief after losing his left eye several years ago. They soon meet Vorb's employer Captain Neweyes (Bagheera), the inventor of Brain Grain, who reveals his goal of allowing the young animals to see real humans. Rex is introduced to other humans, altered by the Brain Grain: a muscler man named Woog (Kronk), a fair maiden named Elsa (Chicha), and a young man named Dweeb (Emperor Kuzco). Vorb captures Rex and gives him ' Brain Grain', a breakfast cereal that Aanthropomorphizes Rex and vastly increases his intelligence. In a village, Rex is terrorizing other humans when a spaceship lands on Earth, piloted by an Alien (meerkat) named Vorb (Timon). He explains to Buster that he was once a ravaging human, and proceeds to tell his personal story. In present-day Pride Lands, an Eastern young boy named Buster (Cody) runs away from his siblings and he meets an intelligent peasant named Rex (Pacha), who is playing golf.

Human shaking bears hand