(Inside the clock tower, Jasmine awakens and rubs her neck, then stares in shock and amazement at the gears and cogs surrounding her.)
(Creeping up unnoticed behind her is Cruella, her left fist poised, ready to knock Jasmine down, while her right hand is clamped over Zephyr's mouth. The little boy struggles and finally pulls Cruella's hand off his mouth.)
- Zephyr: Jasmine, look out!
(Jasmine turns as Cruella knocks her down. Jasmine rolls and catches the ends of the rotating gear, trying to pull herself back up as Cruella prepares to deliver another blow.)
(Zephyr bites Cruella's hand, making her scream in pain and giving Jasmine the opportunity to climb up the gear and seize the devil woman's coat, and tangle it between two gears.)
(Cruella drops Zephyr to hold onto her cape to keep from getting strangled, but succeeds in kicking him off the gear. He falls while screaming, landing on a much larger gear, connected to another one that will crush him in a matter of seconds.)
(Thinking quickly, Jasmine jumps from the gear and onto a lever, which lifts up a chain towards her. The final keg is approaching Zephyr as Jasmine gets closer. He tries to flatten himself against the gear as Jasmine reaches her hand up. Jasmine seizes his arm just as the gears connect, and the two smile at each other as the chain continues to lift them to the top of the tower.)
(Down below, Cruella's face is filled with anger. As she watches the pair make their escape, her sanity snaps, and with a burst of strength, she tears her coat in half, freeing herself. Jasmine and Zephyr stop at the hole at the top of the tower, trapped. The camera zooms downward as the storm outside gains power.)
(Inside, Cruella is completely consumed by hatred. Gone is the egotistical lady; in her place is a terrifyingly dangerous monster. She runs through and around the many gears, her clothes becoming torn and ragged.)
- Zephyr: Look-look-look!
(Outside, Zephyr is tugging on Jasmine's pant leg and pointing to Mulan and Esmeralda, who are approaching.)
(Cruella is getting closer. Jasmine realizes this, and lifts Zephyr into her arms, holding him up. Mulan is holding Esmeralda by her gypsy dress as the gypsy is leaning forward as far as she can, trying to reach Zephyr.)
- Jasmine: Closer, Mulan! Closer!
(Cruella leaps onto the striking hammer, nearly falling, but scrambles up and leaps forward. Jasmine is still trying to lift Zephyr as high as she can, but Zephyr and Esmeralda can't quite make it.)
- Zephyr: (pained) Mommy, I can't reach! I can't reach!
(Jasmine turns just in time to see Cruella leap forward to tackle her. She grunts as Cruella catches her midsection and the two topple downward. Zephyr is tossed into the air, and caught by Esmeralda before he falls. They hug, but down below Cruella is still holding onto Jasmine.)
(She tries to grasp the top of the tower, but between the rain and Cruella's weight, she can't get a good grip. They separate as they fall down the face of the clock. Midfall, Cruella grabs Jasmine again, and they hit the hour hand. Jasmine is sent flying across and lands, her upper body laying over the edge.)
(Her vision blurred for only a second, she moves back. Cruella is nowhere in sight as Mulan calls out to her, approaching the edge of the hand. The thunderstorm is meanwhile shown to be very intense.)
- Mulan: Jasmine! Over here!
(Jasmine looks relieved, but is barely able to take a single step toward her friends when Cruella attacks her from behind, lifting her up with one arm. Jasmine manages to wriggle free and runs up towards the edge, but with frightening speed and agility, Cruella is there, blocking her path.)
- Cruella: There's no escape this time, Jasmine!
(Jasmine slides down the hand, and tries to put distance between herself and the raging devil woman, but takes out her scimitar when Cruella, taking out her cane sword, is there once more, blocking her.)
(The duel begins. The air hums and sparks fly as swords swing and clash. Jasmine bravely attacks boldly and ends forcing Cruella to retreat. The metal blades swing and clash in time and again in fierce combat. Then a with terrible frenzy, on switching her cane sword, holds out her hand, unsheathes her razor-sharp fingernails, and hits Jasmine twice with such force it sends her flying back. Her friends are trying to reach her as fast as they can, but Jasmine, having turned off and put away her scimitar, can't hold out much longer.)
(Before she can even stand, Cruella hits her again, this time at the face. Finally, she had drawn blood. Jasmine stumbles back, her hands covering a gash across her cheek. A hard swipe across the chest knocked her off her feet. Gnashing her teeth, Cruella swings downward as Jasmine turns her back on her to try and stand up. The black fingernails truly meet their mark this time, slicing into the flesh of Jasmine's back and sending pieces of skin and cloth flying. Jasmine cries out, falling to her knees. The next heavy blow smacks her to the very tip of the hour hand. She scrambles away from the edge and staggered up again, clutching her bleeding arm in pain.)
(Cruella is upon her in a moment, still too rage-blind to recognize that Jasmine is on the verge of collapse. This is too profoundly satisfying to quit now. With yet another brutal smack to the throat, the battered princess is flung up in the air and over the edge, where she just manages to grab hold. Cruella snarls with savage frustration. She looks down, surveying the drop. It was a good seventy or eighty meters to the ground. Jasmine staring up at her with huge, terrified eyes, her tattered skirt blowing in the gusts. Jasmine almost lets go at the sight. Cruella's bulging eyes and enormous teeth are just above her. Her head appears small in front of the massive shoulders and muscled chest. Her breath hisses noisily through her teeth as she raises a bloody hand high over his head.)
(Lightning strikes as Cruella rears back. Jasmine braces herself, but Cruella's blow sends her down.)
(Mulan and Zephyr both try to grab for her, but miss. They stare in disbelief as their friend plummets to the ground. Cruella herself almost doesn't believe it, but a cruel smile spreads across her face as she leaps up and laughs maniacally.)
- Cruella: I've won!
(However, her victory is cut short...)
- Jasmine: On the contrary!
(Jasmine has managed to catch the propeller of the ruined dirigible, as well as something else of value for Cruella.)
- Jasmine: The game's not over yet!
(Jasmine rings Frankie’s bell. Cruella only has time to check her pocket for her missing bell before 10:00 strikes. The striking hammer falls, and Big Ben sounds off. The vibrations force Cruella over the edge and she falls.)
(She makes one final grab at Jasmine, catching her by her skirt. The ropes snap under the extra weight. Cruella falls as Jasmine clings to the propeller, which has snapped free. Zephyr, Mulan, and Esmeralda are helpless as both Jasmine and Cruella, screaming, disappear below the clouds, but Cruella is defeated.)
(Then Zephyr turns to his mother and begins to sob in Fievel's voice.)
(A squeaking noise is approaching from below, and he leans back to look down. Jasmine is slowly making her way back up, pedaling with all her might as the propeller is lifting her higher. She hears her friends cheering and smiles.)
- Mulan: Ho ho! Hooray!
- Zephyr: Hooray! It's Jasmine!
(He hugs Mulan as Esmeralda jumps up and down.)
- Mulan: Good girl. Jolly good! Ha!
(The storm is over as our four friends are finally together and safe.)