It is twelve minutes past midnight when Serena slowly wakes up. The rest of the day was uneventful with her father coming to her room bringing a bowl of soup before he left to go to bed. Serena eventually woke up and ate her soup before laying the empty bowl on the bed stand next to her and went back to sleep with Shauna. She puts her hand on her head which feels a lot better and so just lays on her bed waiting to fall asleep again.

The moonlight shines through her bedroom window and Shauna is sleeping soundly next to her. She smiles at her kitten cutely cuddled up in a ball and carefully proceeds to pet it gently so that Shauna won't wake up.

Suddenly, Serena hears tiny footsteps from under the floor. She gets up into a sitting position and looks around, eating up Shauna in the process. Her room looks exactly as she left it and she starts to think she was imagining things. But then, Serena feels something tugging her blanket from the floor and goosebumps form all over her. Whatever is down there is clearly alive and is using her blanket to climb onto the bed.

Serena and Shauna stand still until a familiar, large rat climbs onto the bed. Serena gasps and Shauna meows fearfully and runs to Serena's side as Powuru stands up with his sword drawn and Serena's other bed slipper in his mouth. The rat king spits out the shoe and it lies on the blanket bent, torn, covered in slobber and has holes from where the rat's sharp teeth were.

"I thought you might be looking for this, young lady," Powuru says with a cold voice.

Serena picks up Shauna and hugs her as she fearfully says, "Th-th-th-thank you."

Powuru growls angrily and points his black and blood-red sword at the honey-blonde girl angrily.

"Thank you nothing, you wicked child!" He snarls. "Look what you did to my tail!"

With his free paw, Powuru shows his crooked and flat tail now covered with third-degree burns that reveal scorched flesh. Serena looks away in disgust while Powuru growls angrily.

"No living being is allowed to touch the rat king and yet you dishonor my might and glory by burning my tail and making a fool out of me in front of my army!" He shouts.

"But I didn't mean to set you on fire," Serena protests. "You were trying to hurt Nutcracker."

Powuru lets out a cruel, mocking roar of laughter.

"You humble me, child," he says with a sadistic grin. "I have no desire to hurt him. I only wish to burn and slice that boy to pieces and turn whatever is left of him into a footstool for my throne room."

Serena's eyes widen, horrified at what the large rodent just said.

"You horrible, callous savage!" She barks.

"Oh, that's much better," Powuru says amused. "Now I will make this simple for you. You will bring the nutcracker to me and I might forgive you for what you've done to my tail."

"No," Serena says despite still being very afraid.

"I don't think you realize how much trouble you are in," Powuru says with a frown. "If you don't tell me, I will cut you to pieces and once I'm done with the nutcracker, I might just have my rats bring your remains to my base where we will use your bones as firewood and feast on your flesh to celebrate my victory."

"I don't care what you do to me," Serena says bravely. "I won't give you to him."

Powuru growls again venomously and raises his sword. Serena gasps and grabs the empty soup bowl and desperately swings it at the rat king. The bowl breaks on impact and Powuru howls in pain giving Serena the chance to pick up Shauna, hop out of bed, and race out of the bed room. The honey blonde girl runs as fast as she can through the hall and down the stairs until she makes her way to the living room. She puts Shauna down next to the Christmas tree and swings the toy cabinet open where the nutcracker is standing on the top shelf. She grabs the doll and starts to run only to feel a sharp pain on her ankle, causing her to fall down.

Serena hissed in pain and turns her head to see Powuru standing by her feet with blood dripping from his sword and a large cut on her ankle. She whimpers in pain as she scoots away from the rat as best as she can while still holding the nutcracker closer to her.

"Consider yourself lucky that I didn't cut off your entire foot," Powuru says. "Now for the final time, give me the nutcracker."

"No, I won't!" Serna cries as she hugs the nutcracker tightly with both arms. "You can't have him! I won't let you!"

Powuru's anger rises and he raises his sword to cut again making Serena wince while still holding the doll. But then the large rat suddenly freezes and his furious face turns into a bloodthirsty grin. Serena looks confused until the rat king turns to Shauna and chuckles coldly.

"Very well," Powuru says. "If I won't have him, then I'll make do with your sweet little kitten."

Serena's eyes widen and screams, "Shauna, run!"

But Shauna doesn't understand what its owner is saying and Powuru chuckles cruelly.

"Run? Where is she going to go?" He asks before he lets out a loud whisper.

The next thing Serena knows, dozens of rats appear out of nowhere. Her fear grows as she sees the rats surround her, the nutcracker, and Shauna drawing out their weapons and pointing at them. Powuru's grin grows knowing he has his targets right where he wants them.

"Last chance girl," Powuru says. "It's the nutcracker or your pet."

Serena freezes in place. She keeps her grip on the nutcracker, but her eyes are on Shauna who is whimpering in fear of the rats pointing at their weapons with sadistic grins on their faces. Suddenly, the honey blonde girl's eyes water and she breaks down.

"Oh, Uncle Timothy, where are you?" she cries. "I tried to protect Ash but I don't know what else to do. Please save us."

Powuru and his rats laugh cruelly at the honey blonde girl's misery. Suddenly, without anyone noticing, the ghostly figure appears on the grandfather clock again, looking at Serena with a warm smile. Then with a wave of its hands, a large pile of sparkly dust flies all over the room. Serena stops crying and the rats look at the air in confusion until they hear yawning from the toy cabinet. Serena turns her head to see Entalmorfious, Helga, Hillary, Dawn, Kenny, and the toy soldiers coming to life and checking their surroundings. Then Serena hears a groan next to her and she looks down to find the nutcracker once again with a skinny figure and his face has shrunk and his toothy grin gone.

"What's going on," the Nutcracker asks in a groggy voice. "My...my two front teeth are back? How did -"

"Nutcracker?"

The Nutcracker looks up to see Serena's teary-eyed face close to him.

"Serena?" Ash asks with a worried look. "Serena, what's going on?"

"Nutcracker, Powuru is after you again and he's threatening to kill me and Shauna," Serena says. "Please help me."

Ash stares at her for a moment before he looks around and sees Powuru and his rats surrounding Serena, Shauna, and the other toys. He then notices the large cut on Serena's ankle and gasps.

"Did Powuru hurt you?" He asks.

Serena nods and the Nutcracker becomes angry.

"Serena, please get me a sword now," he growls.

Serena looks at the Nutcracker taken aback by his sudden demeanor for a moment before she nods and turns to the toy cabinet.

"Quick, we need a sword!" She shouts.

"Here, young lady. Take mine," Entalmorfious says.

The toy soldier unbuckles his belt containing his sword and throws it high in the air. Serena catches it and puts down the Nutcracker while handing him the belt and sword. Powuru chuckles, amused by his enemy.

"So you are awake with a sword," the rat king says mockingly. "How amusing that you and the girl think that will save you."

"Powuru, your fight is with me," the Nutcracker says as he buckles the belt around his waist and unsheathes his sword. "You're going to pay for harming Serena."

Serena smiles touched by the way the Nutcracker is defending her. But then her smile fades into a look of worry.

"Nutcracker, please be careful," she says worryingly.

The Nutcracker turns to the girl and smiles.

"Don't worry, Serena," he says, giving her a bow. "I will take care if this rodent once and for - AAUGH!"

Serena gasps loudly and the other toys watch in horror as the Nutcracker clenches his arm. Powuru chuckles menacingly taking a sick sense of pleasure from slicing the Nutcracker on the arm when his back was turned.

"You dishonorable beast!" Entalmorfious roars angrily from the toy cabinet.

"I decide what is honorable in my presence," Powuru claims boastfully.

"And you will regret it with your life!" The Nutcracker shouts as he swings his sword at the rat.

The Nutcracker and Powuru clash their swords together fiercely. Serena puts her hand together, silently praying for her doll while Shauna stands next to her. Entalmorfious, Helga, Hillary, Dawn, Kenny, and the other toys cheer in support for the Nutcracker while Powuru's rats start banging their weapons and drums, yelling praises to their king. Powuru swings his sword violently, eager to cut his enemy down while the Nutcracker, stays on the defensive, determined to wear out his enemy.

Suddenly, Powuru takes the Nutcracker off guard with a surprise uppercut swing, causing the doll to lose control of his sword. The sword is sent flying into the air and lands into the Christmas tree where it impaled deep into one if the middle branches. Powuru roars in laughter as he continues to swing his sword at the Nutcracker with the doll just barely missing each swing.

"Oh no, what is he going to do?" Hillary cries out fearfully.

"I don't know," Dawn says worriedly.

"We got to do something," Kenny says determinedly.

"No, we can't interfere," Helga says seriously. "This is The Nutcracker's fight and he has to face it alone."

"Hogwash," Entalmorfious says seriously. "I will not stand idle when our beloved prince is helplessly defenseless."

Without another word, the toy soldier jumps out of the toy cabinet and runs toward Powuru and the Nutcracker. As Entalmorfious runs as fast as he can despite his rusty legs, Powuru makes a swing for the Nutcracker's head. The Nutcracker ducks down, but the move gives the large rat the opportunity to kick the doll causing it to fall down. Serena gasps in fear as the rats laugh again and Powuru makes ready for a fierce stab toward the nutcracker's chest.

Suddenly, Entalmorfious jumps in front of the Nutcracker right as Powuru attacks. The black and blood-red sword pieces right through the tin man like paper and Entalmorfious howls in pain as he falls down next to the Nutcracker.

"NO!" Helga shrieks.

"DADDY!" Hillary cries out.

"Entalmorfious, no!" The Nutcracker cries out.

"Y-your Highness," Entalmorfious groans weakly. "Go...get your sword..."

The Nutcracker hesitates before his face turns serious and he nods before quickly standing up and racing to the Christmas tree. Serena turns her head to see where the Nutcracker's sword is and picks up the doll.

"Here, Nutcracker, grab your sword, quick," she says as she lifts the Nutcracker up to the branch where the sword is as best as possible despite her cut ankle. The Nutcracker jumps off her hand and runs over to his sword only to try to pick it up to no avail.

"It's stuck!" He says. "The blade is stuck deep into the wood."

"Well, get it out quick befor - AAAAHHHH!" Serena screams.

The honey blonde girl falls down to the ground again. Serena whimpers in pain and lifts her head up to see Powuru by her feet with blood from her other foot dripping from his sword.

"Serena!" The Nutcracker cries out.

"No more help from your friends, Nutcracker," Powuru calls out.

"Powuru, get away from her!" The Nutcracker barks.

"Oh don't worry, I am," Powuru says with a devilish grin as he starts climbing on the Christmas tree. "But once I am through with you, Prince of the Dolls, there will be nothing in the world to stop me from turning your girlfriend's head into my own personal trophy!"

The rats begin to cheer and bang their weapons and drums even louder in anticipation while Serena and the toys watch in fear. The Nutcracker and Powuru are so deep inside the Christmas tree that no one can see either of them. All that can be heard is Powuru making his way to the branch where Serena last saw the Nutcracker. The honey blonde girl's heart races and she holds her clasped hands close to her heart as she mentally prays again for the Nutcracker's safety. Even the ghostly figure of Uncle Timothy makes a grim look as it is unsure of what is going to happen. Before long, everyone hears Powuru make it to where the Nutcracker was last seen and roars triumphantly.

"DIE!" They hear him scream.

The next thing everyone knows, they hear the sound of a sword piercing through something and someone letting out a sharp gasp.

"Nutcracker!" Serena calls out.

The entire room is silent as everyone stands perfectly still. Then, they hear a dying groan before something solid starts tumbling down from tree branch to tree branch. Serena's heart sinks deeper and deeper until she sees a small, golden crown landing the floor. The girl and the toys' hope slowly rise and the rats' confidence suddenly falters until Powuru's body slams into the ground with his black and blood-red sword falling next to him. Serena dares to crawl closer to see a red hole in the large rat's left breast and his eyelids are slightly open to show his lifeless eyes.

The rats stare in horror of what just happened until they all start running out of the living room in fear. It wasn't long, however, before Serena and the toys hear snapping sounds from the entrance hall and Serena remembers that her mother said that Uncle Timothy and Coovers laid rat traps earlier today and realizes the rat army just aimlessly ran to their deaths. The toy soldiers let out joyous cheers and dance in victory while Helga and Hillary climb down the toy cabinet and rush to Entalmorfious' side.

The next thing Serena knows, she hears more rustling from the Christmas tree and she turns her head to see the Nutcracker landing next to Powuru and putting his sword back in its sheath. The honey blonde girl lets out a happy sigh of relief and picks up and hugs the doll tightly.

"Oh, Nutcracker. Thank the Lord you're safe," she says shedding tears of joy.

The Nutcracker is taken aback by the sudden hug but then smiles and hugs the girl back as best as his small hands can.

"Serena..." He says softly before he looks down to look at Serena's feet with a frown.

"We can help with that," Dawn says with a singing voice as she and Kenny walk climb down the toy cabinet, bringing a couple of ribbons and tying them around the large cuts.

"There. That should at least stop the bleeding," Kenny says before he and Dawn frown sadly and they along with Serena and the Nutcracker turn to see Helga cradling Entalmorfious on the floor with Hillary standing next to her crying. The old soldier groans in pain while his beloved wife holds him with a grim face.

"Oh my poor, poor, Entalmorfious," Helga says trying to fight her tears. "Why did you have to be such a brave fool?"

"D-d-d-d-daddy!" Hillary whines as tears run down her face.

"Oh, Entalmorfious. I wish there was something we can do to fix you," Serena says sadly.

"Actually, there is a way," Kenny says. "We need to take him to the Land of the Dolls immediately."

"The Land of the Dolls is a real place?" Serena asks surprised.

"Well, of course, it is," Dawn says.

"But how do they get there?" The Nutcracker asks.

"Easy. We go inside the fort," Dawn says pointing at the toy fort standing on the other side of the Christmas tree.

"We better hurry," Helga says seriously. "I don't know how much longer my husband can stay alive."

"Right," Kenny says. "Serena, we need you to pick us up to the fort."

"Okay," Serena says as she puts the Nutcracker on the table where the fort is and starts picking up the rest of the dolls and putting them on the table, starting with Entalmorfious and Helga, then Hillary, then finally Dawn and Kenny. Then Dawn and Kenny walk over to the front gate of the fort and Dawn climbs up to set the clock above it to twelve a clock. The fort suddenly lights up and Christmas music starts playing again, with the toys look in awe.

"Everyone, let's get inside," Helga instructs.

The Nutcracker nods and turns to Serena.

"Come with us," he says.

"I wish I could," Serena says sadly. "But I am much too tall to get in unless..."

The honey blonde girl turns to the ghost figure of Uncle Timothy and the figure nods with a smile. It waves its hands again causing glittering sparkles to fall on Serena. The next thing she knows, she starts to shrink rapidly and so quickly jumps onto the edge of the table where the Nutcracker helps her up. She looks at herself and chuckles in amazement as she realizes that she's the same size as the dolls.

"This is so strange," she giggles.

"One gets used to it," The Nutcracker says making both of them laugh.

Suddenly, they hear the soft sound of Shauna meowing. Serena crawls to the edge of the table and sees her kitten looking up at her sadly.

"Don't worry, Shauna. I won't be long. I promise," she assures.

"Serena, Your Highness, let's get going," Helga calls out as she and Hillary carry Entalmorfious into the fort.

Serena and the Nutcracker nod and with Nutcracker putting Serena's arm around his head to help her walk; they enter the fort, closing the gate behind them. Shauna still looks at the fort sadly as she still wants to follow her owner.

The kitten then walks away sadly and notices Powuru's motionless body lying nearby. She becomes curious and slowly walks over to the rat and gently nudges his side. The rat remains motionless and Shauna decides to lean its head closer to him.

Suddenly, a venomous growl is heard from the rat's mouth and the poor kitten shrieks and runs out of the living room in fear. Powuru coughs up blood and struggles to get up with his right paw on his wound. He lifts his head to see the fort shining bright and playing music and his anger grows as he slowly starts to walk toward the toy fort.