CUT TO: EXT. OCEAN

Three seagulls fly through gray clouds then swoop down over the ocean. Below, three smiling dolphins leap through the waves in arcing jumps porpoises are swimming happily. The three dolphins stop and a seagull flies beside them on the surface.

Behind them, a sailing ship looms through the mist, crashing through the waves. The ship's huge wooden prowl heads straight towards the viewers and cruises past.

On board, burly sailors haul in a net full of fish from the water."Fathoms Below"A dark-haired young man stands on deck.

ERIC: Isn't this great? The salty sea air, the wind blowing in your face... a perfect day to be at sea!

GRIMBSY: (face green and leaning over the side of the ship) Oh yes.. delightful...

SAILOR 1: A fine strong wind and a following sea. King Triton must be in a friendly-type mood.

ERIC: King Triton?

SAILOR 2: Why, ruler of the merpeople, lad. Thought every good sailor knew about him.

GRIMSBY: Merpeople! Eric, pay no attention to this nautical nonsense.

SAILOR 2: (wildly waving a fish in Grimsby's face) But it ain't nonsense, it's the truth! I'm tellin' you, down in the depths o' the ocean they live.

The fish in his hand wiggles away and lands back in the ocean, relieved. He stops for a breath then speeds down, leaving a trail of silvery bubbles behind him.

Titles roll in shimmering letters as various fish swim and seaweed sways gently. The camera follows the escaped fish as it makes it's way through the ocean. Near the ocean floor a whale swims with two calfs.
In a landscape of coral and seaweed, merpeople swim. They speed over the ocean floor, gently slipping their flipper tails. Swimming through a tunnel, they reach a great palace with pearls decorating it's front gates. They swim inside and take their seats filling the concert hall inside.

Fish with trumpet like noses play a fanfare. A tiny seahorse with a ruffled collar appears. He coughs before he speaks.

SEAHORSE: His royal highness, King Triton!

Triton enters dramatically, being pulled on a seashell chariot by a trio of dolphins to wild cheering. Sparks shoot from his trident and light a chandelier.

SEAHORSE: And presenting the distinguished court composer, Horatio Thelonious Ignatius Crustaceous Sebastian!

A fanfare of kazoos play. Sebastian, a tiny red crab, enters riding a small seashell chariot being pulled by two orange fish. He is met with mild applause. He pulls up beside King Triton.

TRITON: I'm really looking forward to this performance, Sebastian.

SEBASTIAN: Oh, Your Majesty, this will be the finest concert I have ever conducted. Your daughters - they will be spectacular!

The fish flip Sebastian upside down.

TRITON: Yes, and especially my little Ariel.

SEBASTIAN: Yes, yes, she has the most beautiful voice. Hmm? ... (under his breath) If only she'd show up for rehearsals once in a while...

A spotlight appears over Sebastian and he rides his chariot out over the stage and takes his place at the podium. He takes out a book of music. He taps his baton and directs the orchestra of fish."Daughters of Triton"The sisters swim out of giant clam shells as they sing. A shell rises as the sisters surround it. It opens to reveal that Ariel is absent. The sisters and Sebastian look worried.

TRITON: (angrily shouting) Ariel!
CUT TO: EXT. SUNKEN SHIPWRECK

FLOUNDER: (from a distance) Ariel, wait for me...

ARIEL: (waving him over) Flounder, hurry up!

FLOUNDER: (catching up) You know I can't swim that fast.

ARIEL: (pointing to a sunken ship) There it is. Isn't it fantastic?

FLOUNDER: Yeah... sure... it - it's great. Now let's get outta here.

Flounder begins to swim away and Ariel yanks his fins towards her.

ARIEL: You're not getting cold fins now, are you?

Ariel swims towards the ship. Flounder follows after her.

FLOUNDER: Who, me? No way. It's just, it, err... it looks - damp in there. Yeah. And I think I may be coming down with something. Yeah, I got this cough.

Flounder coughs unconvincingly.

ARIEL: All right. I'm going inside. You can just stay here and - watch for sharks.

Ariel swims inside through a porthole.
FLOUNDER: O.K. Yeah - you go. I'll stay and - (suddenly realizing what's she's said) what? Sharks! Ariel!

He tries to squeeze through the porthole, but gets stuck.

FLOUNDER: Ariel... I can't... I mean- Ariel help!

ARIEL: (laughs) Oh, Flounder.

FLOUNDER: (whispering) Ariel, do you really think there might be sharks around here?

Ariel comes back to help him.

ARIEL: Flounder, don't be such a guppy.

A huge shark passes behind them as Flounder squeezes in.

FLOUNDER: I'm not a guppy.

(nervously) This is great - I mean, I really love this. Excitement, adventure, danger lurking around every corn-

Flounder sees a skull and screams. He crashes into a pillar, causing wooden beams to fall down.

FLOUNDER: Ariel!

He swims frantically away, knocking over Ariel.

ARIEL: Oh, are you okay?

Flounder shakes intensely.

FLOUNDER: Yeah sure, no problem, I'm okay...

ARIEL: Shhh...

Ariel swims to an upper level of the ship. Resting atop a heap is a silver fork.

Oh my gosh! Oh my gosh! (picking up a fork) Have you ever seen anything so wonderful in your entire life?

FLOUNDER: Wow, cool! But, err, what is it?

ARIEL: I don't know. But I bet Scuttle will.

Ariel puts the fork in her bag. The shark swims by outside.

FLOUNDER: What was that? Did you hear something?

ARIEL: (distracted by a pipe) Hmm, I wonder what this one is?

FLOUNDER: Ariel . .

ARIEL: Flounder, will you relax. Nothing is going to happen.

The shark appears in front of the window, behind Flounder, jaws wide open. He chomps down on the glass.

FLOUNDER: Ahh! Run! Run! We're gonna die!

The shark bangs his head on the ceiling of the ship. He chases Ariel and Flounder and they swim for an upper deck. Flounder screams as the shark breaks through the floor, chomping towards them. Ariel's bag gets caught on a plank and she goes back for it.

Flounder swims towards a porthole and gets stuck again.

FLOUNDER: Oh no!

Ariel pushes him through and wriggles out behind him. Flounder screams as the shark bursts through the wall and chases them around the ships' mast.

Flounder bumps into a crossbeam. The shark lunges towards Flounder, but misses as Flounder sinks towards the bottom with a dazed look. Ariel spots him and swims down to get him, dropping her bag.

The shark races towards them, but his head, but his head gets stuck in the ring of an anchor. Ariel picks up her bag, which has landed near her.

FLOUNDER: You big bully.

Flounder bows a raspberry. The shark snaps at him and Flounder swims with Ariel towards the surface.

ARIEL: (laughing) Flounder, you really are a guppy.

FLOUNDER: I am not.

CUT TO: EXT. SURFACE

On a tiny island, Scuttle the seagull hums a song and looks through his telescope.

SCUTTLE: (singing) Fourteen hundred and ninety-two, dah-de-dum dee-do-do, rum-dim-dim, dee-do-dee-do

Scuttle sticks his telescope on his head

ARIEL: Scuttle!

SCUTTLE: (looking through the telescope the wrong way, making Ariel appear farther away, shouting) Whoa! Mermaid off the port bow! Ariel, how you doin' kid?

Scuttle lowers the telescope to reveal Ariel at wing's length

SCUTTLE: Whoa, what a swim!

ARIEL: Scuttle - look what we found.

Ariel pulls up her bag and hands it to Scuttle.

FLOUNDER: Yeah - we were in this sunken ship - it was really creepy.

SCUTTLE: Human stuff, huh? Hey, lemme see.

Scuttle drops an anchor. It catches on his foot and knocks him off his perch. Rummaging through Ariel's bag, he takes out the fork.

SCUTTLE: Oh! Oh! Look at this. Wow - this is special - this is very, very unusual.

ARIEL: What? What is it?

SCUTTLE: It's a dinglehopper! Humans use these little babies... to straighten their hair out.

Scuttle twirls the fork around his feathers.

SCUTTLE: See - just a little twirl here an' a yank there and - voiolay!

Scuttles feathers go up in a poof

SCUTTLE: You got an aesthetically pleasing configuration of hair that humans go nuts over.

Scuttle hands the fork back to Ariel.

ARIEL: A dinglehopper!

FLOUNDER: (in reference to the pipe)What about that one?

SCUTTLE: (picking up the pipe) Ah - this I haven't seen in years. This is wonderful! A banded, bulbous - snarfblat.

ARIEL & FLOUNDER: (turning to each other) Ohhh

SCUTTLE: Now, the snarfblat dates back to pre-historical times, when humans used to sit around, and stare at each other all day. Got very boring. So, they invented the snarfblat to make fine music. Allow me.

Scuttle blows into the pipe. Seaweed pops out the other end.

SCUTTLE: (coughing) It's stuck!

ARIEL: (mortified) Music? Oh, the concert! Oh my gosh, my father's gonna kill me!

FLOUNDER: The concert was today?

SCUTTLE: (still contemplating pipe) Maybe you could make a little planter out of it or somethin'.

ARIEL: (snatching the pipe hurriedly) Uh, I'm sorry, I've gotta go. Thank you Scuttle.

Ariel waves

SCUTTLE: Anytime sweetie, anytime.

Scuttle waves back as the camera zooms away.

CUT TO: EXT. UNDER OCEAN WATERS

Ariel and Flounder swim down. Eels Flotsam and Jetsam slither out from under a rock ledge. The reflection of Ariel and Flounder swimming in the bright yellow eyes of the pair merge together, forming a projection on Ursula's magical bubble. Back in her lair, Ursula watches her.

URSULA: Yes, hurry home, princess. We wouldn't want to miss old daddy's celebration, now, would we? Ha! Celebration indeed. Bah! In my day, we had fantastical feasts when I lived in the palace.

Ursula picks up a scared little shrimp and eats him.

URSULA: And now, look at me - wasted away to practically nothing - banished and exiled and practically starving, while he and his flimsy fish-folk celebrate.

Ursula extends her tentacles and floats down to the bottom of her lair.

URSULA: Well, I'll give 'em something to celebrate soon enough. Flotsam! Jetsam!

The camera cuts to the two eels, who can magically hear Ursula.

URSULA: I want you to keep an extra close watch on this pretty little daughter of his. She may be the key to Triton's undoing...

The scene darkens, leaving only Ursulas white eyes before completely going black.

CUT TO: INT. THRONE ROOM

King Triton sits on his throne with Sebastian by his shoulder as he admonishes Ariel. Flounder watches from afar worriedly.

TRITON: I just don't know what we're going to do with you, young lady.

ARIEL: Daddy, I'm sorry, I just forgot, I -

TRITON: As a result of your careless behavior -

SEBASTIAN: (poking out between Triton's crown and interjecting) Careless and reckless behavior!

TRITON: - the entire celebration was, er -

SEBASTIAN: (poking out between Triton's beard and interjecting once again) Well, it was ruined! That's all. Completely destroyed! This concert was to be the pinnacle of my distinguished career. Now thanks to you I am the laughing stock of the entire kingdom!

FLOUNDER: (rushing out to confront Sebastian angrily) But it wasn't her fault! (nervously speaking as he realizes what he's gotten himself into) Ah - well - first, ahh, this shark chased us - yeah - yeah! And we tried to-

King Triton and Sebastian look to one another, raising a brow, unconvinced.

FLOUNDER: But we couldn't - and - grrrrrrrrr - and - and we - (spinning around) whoooaaaaaa - oh, and then we were
safe. But then this seagull came, and it was this is this, and that is that, and -

TRITON: Seagull?

Flounder gasps, putting his fins up to his mouth, realizing he gave Ariel away. Flounder hides behind Ariel as she looks back angrily at him.

TRITON: (rising from his throne) What? Oh - you went up to the surface again, didn't you? Didn't you?

Ariel backs up, wide-eyed.

ARIEL: (shrugging) Nothing - happened...

TRITON: (slapping his hand to his face) Oh, Ariel, How many times must we go through this? You could've been seen by one of those barbarians - by - by one of those humans!

ARIEL: Daddy, they're not barbarians!

TRITON: They're dangerous. (picking up Ariel's chin) Do you think I want to see my youngest daughter snared by some fish-eater's hook?

ARIEL: (backing away and shaking her head) I'm sixteen years old - I'm not a child anymore -

TRITON: (wagging his finger angrily) Don't you take that tone of voice with me young lady.

ARIEL: Well-

TRITON: As long as you live under my ocean, you'll obey my rules!

ARIEL: If- But if you would just listen -

TRITON: (turning away) Not another word - and I am never, never to hear of you going to the surface again. Is that clear?

Ariel's lip quivers. She exhales and swims away with Flounder tailing behind.

Triton sits on his throne and rests his head in his hand.

SEBASTIAN: Hm! Teenagers... They think they know everything. You give them an inch, they swim all over you.

TRITON: (with a concerned expression) Do you, er, think I - I was too hard on her?

SEBASTIAN: Definitely not. Why, if Ariel was my daughter, I'd show her who was boss. None of this "flitting to the surface" and other such nonsense. No, sir - I'd keep her under tight control.

Triton rubs his chin and suddenly has a lightbulb moment.

TRITON: You're absolutely right, Sebastian.

SEBASTIAN: (arms crossed) Of course.

TRITON: Ariel needs constant supervision.

SEBASTIAN: Constant.

TRITON: Someone to watch over her - to keep her out of trouble.

SEBASTIAN: All the time -

TRITON: (poking Sebastian in the belly) And you are just the crab to do it.

Sebastian's eyes go wide

CUT TO: INT. PALACE HALLS

Sebastian jitters down the palace halls, mumbling to himself.

SEBASTIAN: How do I get myself into these situations? I should be writing symphonies - not tagging along after some headstrong teenager.

He sees Ariel and Flounder sneaking off and follows.

SEBASTIAN: Hmm? What is that girl up to?

Sebastian follows them, panting and flapping his claws. He stops to rest. Ahead of him, Ariel rolls back a large rock, revealing an opening to a cave. She looks around to make sure no one is around and swims inside with Flounder.

As Sebastian tries to slip in behind them, the rock rolls shut on his legs. He pulls himself free and bounces into the cave, bumping into an hourglass. He looks around, aghast, at the walls of the grotto, seeing a vast collection of human objects.

Ariel lays on a rock with a fork and Flounder looks on with a worried expression.

FLOUNDER: Ariel, are you okay?

ARIEL: If only I could make him understand.

Sebastian covers his mouth in disbelief.

ARIEL: I just don't see things the way he does. I just don't see how a world that makes such wonderful things - could be bad.

"Part of Your World"

Ariel swims around referencing various items in her collection. Sebastian frowns and stays out of sight. Ariel dances with Flounder and sings about her dream of being part of the human world. As Ariel's hair floats around her, she gazes up at a hole at the top of her grotto.

Sebastian comes tumbling out of a beer stein falling on top of a jack-in-the-box. As he grabs a tablecloth, various things come crashing down on top of him. Flounder hides inside a helmet, startled by the commotion.

ARIEL: Sebastian!?

SEBASTIAN: Ariel - what, are you mad? How could you - what is all this?

ARIEL: It, err, it's just my - collection. . . .

SEBASTIAN: (holding up a fish hook and speaking sarcastically) Oh. I see. Your collection, hmmm. (screaming) If your father knew about this place he'd-

FLOUNDER: You're not gonna tell him, are you?

ARIEL: Oh, please, Sebastian, he would never understand.

SEBASTIAN: Ariel. You're under a lot of pressure down here. (taking Ariel's hand in his claw and leading her away) Come with me, I'll take you home and get you something warm to drink.

The shadow of a ship passes by overhead.

ARIEL: What do you suppose?. . .

SEBASTIAN: Ariel? Ariel!

Ariel swims out of the grotto and up towards a ship. Above the surface, fireworks explode in the sky around ship. Ariel gasps and looks on, amazed. Sebastian and Flounder surface beside her.

SEBASTIAN: Ariel, what - what are you- (gasping) Jumpin' jellyfish!

Ariel leaps to the ship.

SEBASTIAN: Ariel, Ariel! Please come back!

Ariel climbs up the ship and watches party on board eyelevel at the deck. Three sailors play music as the others dance a jig. Max, a shaggy sheepdog barks and scampers around the dancers.

Max sniffs along the deck towards Ariel and licks Ariel's face. Prince Eric whistles to Max.

ERIC: (whistles) Max, here boy.

Max runs to Eric. Ariel touches her cheek where Max licked her.

ERIC: Hey, come on, mutt, whatcha doing, huh Max? Good boy, good boy.

Max jumps on Eric and barks. Ariel sees him and is lovestruck. Scuttle flaps down towards her, speaking loudly.

SCUTTLE: Hey there, sweetie! Quite a show, eh?

ARIEL: (speaking low) Scuttle, be quiet! They'll hear you.

SCUTTLE: Oooh, I gotcha, I gotcha. (hiding beside Ariel) We're being intrepidatious. (now shouting) We're out to discover!

Ariel grabs his beak to shut him up.

ARIEL: I've never seen a human this close before.

Eric plays the flute.

ARIEL: Oh - he's very handsome, isn't he?

SCUTTLE: (looking at Max) I dunno, he looks kinda hairy and slobbery to me.

ARIEL: Not that one - the one playing the snarfblat.

GRIMSBY: (holding his arms out) Silence! Silence! It is now my honor and privilege to present our esteemed Prince Eric with a very special, very expensive, very large birthday present.

Grimsby gestures towards a large object covered in cloth and tied with a red ribbon.

ERIC: (knocking Grimsby on the back) Ah, Grimsby - y'old beanpole, you shouldn't have.

Sailors cheer and whistle.

GRIMSBY: I know. Happy birthday, Eric!

A large, gaudy statue of Eric, holding a sword and stepping atop a giant royal crest is revealed. Max growls.

ERIC: Gee, Grim. It's, err, it's, err - it's really somethin'. . . .

GRIMSBY: Yes, I commissioned it myself. Of course, I had hoped it would be a wedding present, but...

ERIC: (grabbing the telescope from Grimsby) Aw, come on, Grim, don't start. Look, you're not still sore because I didn't fall for the princess of Glauerhaven, are you?

Eric looks out the telescope for a second before tossing it back to Grimsby, who catches it clumsily.

GRIMSBY: Oh, Eric, it isn't me alone. The entire kingdom wants to see you happily settled down with the right girl.

Eric sits on the railing of the ship looking out towards the sea.

ERIC: Well, she's out there somewhere. I just - I just haven't found her yet.

GRIMSBY: Well, perhaps you haven't been looking hard enough.

ERIC: Believe me, Grim, when I find her I'll know - without a doubt. It'll just - bam! - hit me - like lightning.

Grimsby and Eric look up to the sky as thick clouds of lightning and thunder appear and the sky grows dark.

SAILOR: Hurricane a'commin'! Stand fast! Secure the riggin'!

Eric and the sailors run to different parts of the deck as rain starts to fall and giant waves swell up, rocking the ship. The crew pulls hard on ropes tied to a sail.

In the ocean, a wave crashes over Flounder and Sebastian. On board, Scuttle holds onto a rope.

SCUTTLE: Whoa! The wind's all of a sudden on the move here.

A gust of wind blows Scuttle away.

SCUTTLE: Oh! Ariel!

On board, the captain tries to hold onto the ship's wheel, but it spins out of his hands. The ship crashes through storm and a wave passes over the deck. Eric runs tot he wheel and grabs it.

On the side of the ship, Ariel loses her grip on the ropes and falls into the water. Swimming underneath, she swims up the stern and sees a flash of lightning hit a sail. A fire breaks out, and the ship looms towards jutting rocks. Ariel gapes.

ERIC: (pointing ahead) Look out!...

The ship rams into the rocks and all are thrown overboard, except Max. Eric's statue sinks down the waves beside Grimsby, who flaps his arms about.

ERIC: Grim, hang on!

Eric pulls him into a lifeboat, then sees Max still on the ship. The dog barks as flames flash in front of him.

ERIC: Max!

Eric dives back into the water and climbs up the side of the burning ship. As he leaps onto the deck, one of the masts breaks and crashes down. Eric leaps out of the way. Flames spread.

Max stands on a ledge and Eric holds his arms wide, beckoning the dog.

ERIC: Jump Max! Come on boy, jump! You can do it Max.

Max jumps onto his arms. As Eric runs across the deck, his foot breaks through a plank and gets stuck. He jolts forward and Max splashes into the water and swims to the lifeboat.

On board, Eric struggles to free himself as the flames grow.

Grimsby pulls Max on board and looks for Eric.

GRIMSBY: Eric!

Eric looks over deck. The flames reach a barrel of gunpowder and the ship explodes. The sailors and Grimsby look on from their lifeboat, staring in horror. Ariel swims to the ship to find Eric. He floats on a board, unconscious and rolls off, sinking into the water. Ariel dives down to grab him and swims to the surface.

CUT TO: EXT. BEACH SHORE

On the beach, Eric lies on his back, unconscious, with Ariel leaning over him. Scuttle lands beside them.

ARIEL: Is he - dead?

Scuttle opens Eric's eyelid.

SCUTTLE: It's hard to say.

Scuttle puts his ear against Eric's foot.

SCUTTLE: Oh, I - I can't make out a heartbeat.

ARIEL: No, look! He's breathing. (moving his hair from his face) He's so, beautiful."Part of Your World (Reprise)"Sebastian and Flounder have washed up. They watch as Ariel caresses Eric's cheek and sings longingly. Sebastian drops his jaw in disbelief and Scuttle closes it.

The sun parts through the gray clouds and Eric's eyes flutter open as he touches Ariel's hand, only seeing her waist up. He watches as the golden sunlight lights up behind her. Max barks and runs to lick Eric's face. Grimsby approaches and she dives into the water.

GRIMSBY: Eric! Oh, Eric. You really delight in these sadistic strains on my blood pressure, don't you?

Grimsby helps Eric up and he shakes his head.

ERIC: A girl - rescued me... She was - singing... she had the most - beautiful voice.

GRIMSBY: Ah, Eric, I think you've swallowed a bit too much seawater. Off we go. Come on, Max.

Max stands in the water, barking towards Ariel and her friends.

SEBASTIAN: (to Flounder) We just gotta forget this whole thing ever happened. The sea king will never know. You won't tell him, I won't tell him. I will stay in one piece."Part of Your World (Reprise)" CONT. Ariel hoists herself upon a rock to watch Eric leave. Behind her, Flotsam and Jetsam rise from the water.

CUT TO: INT. URSULA'S LAIR

Ursula watches Ariel through a magical bubble.

URSULA: Oh, no, no, no, no, no, no. I can't stand it - it's too easy. The child is in love with a human. And not just any human - a prince! (sarcastically) Her daddy'll love that. King Triton's headstrong, lovesick girl would make a charming addition to my little garden.

Attached to the floor, hundreds of sad shriveled creatures squirm and shake. Ursula laughs evilly.

CUT TO: EXT. ATLANTICA PALACE

CUT TO: INT. MERSISTER'S DRESSING ROOM

ANDRINA: Ariel, dear, time to come out. You've been in there all morning.

Ariel emerges from behind a curtain, humming "Part of Your World" to herself.

ATINA: What is with her lately?

Ariel picks a red flower and swims away. She bumps into her father.

ARIEL: Morning, Daddy.

Ariel puts the flower in his hair and swims off, spinning in circles. He chuckles.

ATINA: Oh, she's got it bad.

TRITON: What? What has she got?

ANDRINA: Isn't it obvious, Daddy? Ariel's in love.

TRITON: Ariel? In love?

King Triton picks the flower from his hair and looks at it.

CUT TO: EXT. UNDERSEA ROCKS

Sebastian paces on a rock.

SEBASTIAN: O.K. So far, so good. I don't think the king knows.

Orange flower petals fall around Sebastian. One lands on his face and he blows it off.

SEBASTIAN: But it will not be easy keeping something like this a secret for long.

The camera rises up to reveal Ariel picking flowers.

ARIEL: He loves me... hmmm, he loves me not... He loves me! I knew it!

Ariel hugs the last flower petal. Sebastian joins her on the rock.

SEBASTIAN: Ariel, stop talking crazy.

ARIEL: I gotta see him again - tonight! Scuttle knows where he lives.

Ariel begins to swim away. Sebastian grabs onto her fins.

SEBASTIAN: Ariel - please. Will you get your head out of the clouds and back in the water where it belongs?

ARIEL: I'll swim up to his castle. Then Flounder will splash around to get his attention, and then with -

Sebastian gets in front of her face.

SEBASTIAN: Down here is your home! Ariel - listen to me. The human world - it's a mess. Life under the sea is better than anything they got up there."Under the Sea"Sebastian and various other sea creatures sing to Ariel to convince her living in the ocean is the best life. Flounder swims past the bunch, but is pulled back by a fish who shimmies with him. He pulls free and finds Ariel, whispering in her ear. She smiles and swims away, following him.

Sebastian does not notice and continues his song and dance with the sea creatures. Everyone points to Ariel's empty place as the grand finale and turns away disappointed.

SEBASTIAN: Ariel? Ariel? Oh . . . somebody's got to nail that girl's fins to the floor.

SEAHORSE: Sebastian! Sebastian, I've been looking all over for you. I've got an urgent message from the sea king.

SEBASTIAN: The sea king?

SEAHORSE: (tugging at Sebastian) He wants to see you right away - something about Ariel.

Sebastian gasps.

SEBASTIAN: He knows!

CUT TO: INT. THRONE ROOM

King Triton holds the flower Ariel gave him, laughing.

TRITON: Let's see, now... Oh, who could the lucky merman be?

Triton notices Sebastian and coughs to compose himself.

TRITON: Come in, Sebastian.

SEBASTIAN: I mustn't overreact. I must remain calm.

Sebastian scampers down the path to the towering throne.

SEBASTIAN: (speaking five octaves higher than normal) Yes (in normal voice) - yes, Your Majesty.

TRITON: Now, Sebastian, I'm concerned about Ariel. Have you noticed she's been acting peculiar lately?

SEBASTIAN: Peculiar?

TRITON: You know, moaning about, daydreaming, singing to herself... You haven't noticed, hmm?

SEBASTIAN: Oh - well, I -

TRITON: Sebastian...

SEBASTIAN: Hmmm?

TRITON: (beckoning Sebastian up) I know you've been keeping something from me...

Sebastian takes a gulp.

SEBASTIAN: Keeping... something?

TRITON: About Ariel?

Sebastian notices his legs are shaking and covers them.

SEBASTIAN: Ariel?

TRITON: (pointing his trident to a bewildered Sebastian) In love?

SEBASTIAN: (grabbing onto Triton's beard) I tried to stop her, sir. She wouldn't listen. I told her to stay away from humans - they are bad, they are trouble, they-

TRITON: Humans? What about humans?

SEBASTIAN: Humans? (laughingly) Who said anything about humans?

Triton grabs Sebastian and pulls him away.

CUT TO: EXT. OUTSIDE OF GROTTO

Ariel and Flounder enter the grotto.

ARIEL: Flounder, why can't you just tell me what this is all about?

FLOUNDER: You'll see. It's a suprise.

ARIEL: (sees the statue of Eric in the middle of the cave) Oh, Flounder- Flounder you're the best! It looks just like him. It even has his eyes. (speaking to the statue) Why, Eric, run away with you? This is all so - so sudden...

Ariel laughs and twirls around. She gasps as she sees Triton glaring in the entryway.

ARIEL: Daddy!

Flounder hides behind a chest.

TRITON: I consider myself a reasonable merman. I set certain rules, and I expect those rules to be followed.

ARIEL: But Daddy!

TRITON: Is it true you rescued a human from drowing?

ARIEL: Daddy, I had to.

TRITON: Contact between the human world and the mer-world is strictly forbidden. Ariel, you know that! Everyone knows that!

ARIEL: He would have died

TRITON: One less human to worry about!

ARIEL: You don't even know him.

TRITON: Know him? I don't have to know him. They're all the same. Spineless, savage, harpooning, fish-eaters, incapable of any feeling.

ARIEL: (hiding behind the statue) Daddy, I love him!

Sebastian bites his claw. A dramatic chord strikes.

TRITON: No... Have you lost your senses completely? He's a human, you're a mermaid!

ARIEL: I don't care.

TRITON: So help me Ariel, I am going to get through to you. And if this is the only way, so be it.

King Triton's trident glows with lightning and the room is cast in an orange glow. Beams shoot from his trident and destroy a globe. Sebastian ducks as he destroys various artifacts in the grotto. Triton's eyes settle on the statue of Eric.

ARIEL: Daddy!... No,no... please- Daddy, stop! Daddy, No!

He blasts the statue and it explodes into pieces. Ariel collapses on a rock and begins crying. Flounder and Sebastian watch as he leaves, with his head bowed sadly.

SEBASTIAN: Ariel, I...

ARIEL: (still crying) Just go away.

Sebastian pouts and turns to leave. Flounder follows behind. The camera pans out to show the destroyed grotto. Flotsam and Jetsam peer out over a shelf.

FLOTSAM: Poor child.

JETSAM: Poor, sweet child.

FLOTSAM: She has a very serious problem

JETSAM: If only there were something we could do.

FLOTSAM: But there is something.

ARIEL: Who - who are you?

JETSAM: Don't be scared.

FLOTSAM: We represent someone who can help you.

JETSAM: Someone who could make all your dreams come true.

FLOTSAM & JETSAM:Just imagine -

JETSAM: You and your prince -

FLOTSAM & JETSAM: Together, forever...

ARIEL: I don't understand.

JETSAM: Ursula has great powers

Ariel gasps and places a hand to her heart.

ARIEL: The sea witch? (shaking her head) Why, that's - I couldn't possibly - no! Get out of here! Leave me alone!

FLOTSAM: Suit yourself.

JETSAM: It was only a suggestion.

Jetsam flicks the statue's broken face towards Ariel. She picks it up.

ARIEL: (looking at the face) Wait.

FLOTSAM & JETSAM: Yes?

CUT TO: EXT. OUTSIDE GROTTO

FLOUNDER: (sniffing) Poor Ariel.

SEBASTIAN: I didn't mean to tell, it was an accident.

Ariel passes by with Flotsam and Jetsam. Alarmed, Sebastian swims up.

SEBASTIAN: Ariel - where are you going? Ariel, what are you doing here with this riff-raff?

ARIEL: (determinedly) I'm going to see Ursula.

Sebastian gasps and grabs onto Ariel's fins.

SEBASTIAN: Ariel, no! No, she's a demon, she's a monster!

ARIEL: (looking back at Sebastian) Why don't you go tell my father? You're good at that.

Ariel shakes Sebastian off.

SEBASTIAN: But... But, I...
(to Flounder) Come on.

Sebastian and Flounder follow them.

CUT TO: OUTSIDE URSULA'S LAIR

Ariel and the eels swim towards Ursula's lair, which is shaped like a sea monster. An eerie purple light glows from inside. As they swim towards the mouth, Ariel stops.

FLOTAM & JETSAM: This way.

They enter through the mouth and pass by the garden of souls. Ariel looks at them disgustedly. One grabs her arm, but Ariel pulls free.

Ursula's voice is heard from her conch shell rest.

URSULA: Come in. Come in, my child. We mustn't lurk in doorways - it's rude.

Ursula comes down and sits at a vanity.

URSULA: One might question your upbringing... Now, then. You're here because you have a thing for this human. This, er, prince fellow. Not that I blame you - he is quite a catch, isn't he? Well, angel fish, the solution to your problem is simple.

Ursula puts on bright red lipstick and puckers her lips.

URSULA: The only way to get what you want - is to become a human yourself.

ARIEL: Can you do that?

URSULA: My dear, sweet child. That's what I do - it's what I live for. To help unfortunate merfolk - like yourself. Poor souls with no one else to turn to.

"Poor Unfortunate Souls"Ursula opens up a glowing cauldron and sings about helping "poor unfortunate souls." Sebastian and Flounder enter the lair.

URSULA: (grabbing Ariel) Now, here's the deal. I will make you a potion that will turn you into a human for three days. Got that? (motioning with her fingers) Three days. Now listen, this is important. Before the sun sets on the third day, you've got to get dear ol' princey to fall in love with you. That is, he's got to kiss you. Not just any kiss - the kiss of true love. If he does kiss you before the sun sets on the third day, you'll remain human, permanently, but - if he doesn't, you turn back into a mermaid, and - you belong to me.

SEBASTIAN: No Ariel!

Flotsam and Jetsam wrap around Flounder and Sebastian to shut them up.

URSULA: (grabbing Ariel's face) Have we got a deal?

ARIEL: If I become human, I'll never be with my father or sisters again.

URSULA: That's right... But - you'll have your man. Life's full of tough choices, innit? Oh - and there is one more thing. We haven't discussed the subject of payment. You can't get something for nothing, you know.

ARIEL: But I don't have any -

Ursula uses a tentacle to shut up Ariel.

URSULA: I'm not asking much. Just a token, really, a trifle. You'll never even miss it. What I want from you is... your voice.

ARIEL: (touching her throat) My voice?

URSULA: You've got it, sweetcakes. No more talking, singing, zip.

ARIEL: But without my voice, how can I -

URSULA: You'll have your looks! Your pretty face! And don't underestimate the importance of body language! Ha!

Ursula shakes her hips and resumes singing.

"Poor Unfortunate Souls" CONT.

Ursula mixes her potion and pulls out a golden contract and quill in the shape of a fish's skeleton. Flounder and Sebastian gape as Ariel signs the contract.

Ursula begins casting her spell to take Ariel's voice. A giant, ghastly pair of creepy green hands appear beside Ursula, who is cast in green light.

URSULA: Now... sing!

Ariel vocalizes.

URSULA: Keep singing!

A glowing green current whips around Ariel as her voice glows within her. The hands rip out Ariel's voice and it floats into Ursula's shell necklace, who laughs evilly.

A poof of smoke rises from the cauldron and a bubble forms around Ariel. A whipping gold current rushes around her and her tail splits into two legs. She hurriedly tries to swim and is rushed to the surface by Flounder and Sebastian.

Ariel springs into the air to get a breath of air. She puts her arms around Sebastian and Flounder and they swim her to the shore.

CUT TO: EXT. SHORE

Eric leans his back on his seaside castle is in sight and plays the flute. max is beside him.

ERIC: That voice. I can't get it out of my head. I've looked everywhere, Max - where could she be?

In a cove further along the shoreline, Ariel lays on a rock. Sebastian and Flounder pant, exhausted. Ariel pushes her hair out of her face and sits up. She sees her legs and is amazed. She lifts her foot in the air and wiggles her toes.

SCUTTLE: Well, look at what the catfish dragged in!

Scuttle lands on her leg.

SCUTTLE: Look at ya! Look at ya! There's something different. Don't tell me - I got it. It's your hairdo, right?

Ariel shakes her head.

SCUTTLE: You've been using the dinglehopper, right? No? No huh, well let me see. New... seashells? No new seashells.

Ariel shakes the leg Scuttle is perched on to give him a clue.

SCUTTLE: I gotta admit I can't put my foot on it right now, but if I just stand here long enough I know that I'll -

SEBASTIAN: (shouting) She's got legs you idiot! She traded her voice to the sea witch and got legs. Jeez, man...

SCUTTLE: I knew that.

FLOUNDER: Ariel's been turned into a human. She's gotta make the prince fall in love with her, and he's gotta ki- he's gotta kiss her.

Ariel's legs wobble as she tries to stand up.

SEBASTIAN: And she's only got three days.

Ariel falls over, splashing her friends.

SEBASTIAN: Just look at her. On legs. On human legs! My nerves are shot. This is a catastrophe! What would her father say? I'll tell you what her father'd say. (grabbing Flounder's face) He'd say he's gonna kill himself a crab, that's what her father'd say! (marching away) I'm gonna march me-self straight home right now and tell him just like I shoulda done de minute-

Ariel picks up Sebastian and holds him in his hands. He wags his claw at her as she shakes her head.

SEBASTIAN: And don't you shake your head at me, young lady. Maybe there's still time. If we could get that witch to give you back your voice, you could go home with all the normal fish, and just be... just be... just be miserable for the rest of your life.

All right, all right. I'll try to help you find that prince.

Ariel smiles and kisses Sebastian's head. She sets him down.

SEBASTIAN: Boy. What a soft-shell I'm turning out to be.

Scuttle lands beside a wreckage.

SCUTTLE: Now, Ariel, I'm tellin' ya, if you wanna be a human the first thing you gotta do is dress like one. Now lemme see.

Scuttle picks up a sail.

CUT TO: EXT. SHORE

Eric walks along the shore with Max. He sniffs and raises his brow. He barks and hops around excitedly. He runs down the beach.

ERIC: Max? Huh... what, Max!

Eric follows Max. Scuttle whistles.

SCUTTLE: Ya look great kid. Ya look - sensational.

Ariel wears the sail tied with ropes. She's alarmed by Max's barking. Flounder splashes back into the sea and Sebastian skitters away hopping behind a rock. Ariel climbs onto the rock and Max licks her face.

ERIC: Max... Max - Quiet Max!

Max tugs at Eric's leg.

ERIC: What's gotten into you fella? (seeing Ariel) Oh... Oh, I see. Are you O.K., miss? I'm sorry if this knucklehead scared you. He's harmless, really -

Eric gazes at her face and points at her.

ERIC: You... seem very familiar... to me. Have we met?

Ariel nods.

ERIC: We have met?

Max comes between them and barks.

ERIC: I knew it! (grabbing Ariel's hands) You're the one - the one I've been looking for! What's your name?

Ariel opens her mouth to reply "Ariel" and nothing comes out. She touches her throat, disappointed.

ERIC: What's wrong? What is it?

Ariel taps her throat.

ERIC: You can't speak?

Ariel shakes her head.

ERIC: Oh, oh. Then you couldn't be who I thought.

Ariel and Max let out frustrated sighs. Ariel waves her arms in an attempt to pantomine.

ERIC: What is it? You're hurt? No, No... You need help.

Ariel falls into his arms. Eric holds her, helping her stand.

ERIC: Whoa, whoa, careful - careful - easy. Gee, you must have really been through something. Don't worry, I'll help you. Come on... Come on, you'll be okay.

Eric leads her away. Scuttle gives a thumbs up and Flounder grins.

CUT TO: INT. CASTLE BATHROOM

In a magnificent bathroom, Ariel sits in a watertub of bubbles.

CARLOTTA: Washed up from a shipwreck. Oh, the poor thing. We'll have you feeling better in no time.

Carlotta splashes a bucket of water on top of her head. Sebastian peeks out from where he's been hiding in Ariel's makeshift dress. Carlotta picks it up, grimacing.

CARLOTTA: I'll just - I'll just get this washed for you.

CUT TO: EXT. WASHING AREA

Sebastian sits in a tub of soapy water as women surround it and wash.

WOMAN 1: Well you must have at least heard about this girl.

WOMAN 2: Well, Gretchen says...

The woman rungs the dress down a washboard and Sebastian is pulled along with it.

WOMAN 2: ...since when has Gretchen got anything right. I mean really, this girl shows up in rags and doesn't speak-

Sebastian is pulled through a wringer with a shirt.

Woman 2: Not my idea of a princess. If Eric's looking for a girl, I know a couple of highly available ones right here...

Sebastian crawls into the pocket of shirt that is hung to dry. As the shirt slides past a window, he falls in headfirst. His eyes bug out as he sees dead fish on a chopping block, a boiling pot of sea creatures, and a platter of stuffed crabs. He faints.

CUT TO: DINING ROOM

Grimsby sits at the head of the table as Eric gazes out the windows, which stretch from floor to ceiling, at the ocean.

GRIMSBY: Oh, Eric, be reasonable. Nice young ladies just don't - swim around rescuing people in the middle of the ocean and then - flutter off into oblivion, like some -

ERIC: I'm tellin' you, Grim, she was real! I'm gonna find that girl - and I'm gonna marry her.

CARLOTTA: Ha Ha. Come on honey. Don't be shy.

Carlotta and Ariel come through the entrance. Ariel wears a pink gown.

GRIMSBY: Oh, Eric, isn't she a vision?

ERIC: Uh, you look - wonderful.

GRIMSBY: (taking Ariel) Come come come, you must be famished. Let me help you my dear.

Grimsby and Eric settle Ariel into a chair.

GRIMSBY: There we go - ah - quite comfy? Uh. It's - It's not often that we have such a lovely dinner guest, eh Eric?

Ariel sees a fork on the table and picks it up, combing her hair. Eric holds a goblet and raises an eyebrow. Grimsby looks perplexed. She puts it down, embarassed.

Grimsby lights up his pipe and sees Ariel smiling at it. He hands it to her.

GRIMSBY: Uh, do you like it? It is rather - fine...

She blows into it, covering Grimsby's face in ashes. Eric laughes.

CARLOTTA: Oh, my!

ERIC: Ahem, so sorry Grim.

CARLOTTA: Why, Eric, that's the first time I've seen you smile in weeks.

Ariel smiles at this. Grimsby wipes his face.

GRIMSBY: Oh, very amusing. Carlotta, my dear, what's for dinner?

CARLOTTA: Ooo, you're gonna love it. Chef's been fixing his specialty, stuffed crab.

CUT TO: INT. KITCHEN

Sebastian watches Chef Louis take out a bowl of dead fish. He sings to himself as he cooks.

"Les Possions"Sebastian quivers and hides as Louis brutalizes the sea creatures. A fish's head lands in front a mortified Sebastian. He hides under a leaf of lettuce to escape, but as Louis clangs down on the table with a cleaver, Sebastian is jolted into the air. Louis raises the leaf and sees Sebastian.

LOUIS: Zut alors, I have missed one!

"Les Possions" CONT.Louis picks up Sebastian. He throws him in a sauce bowl and throws flour on him. Sebastian sneezes. Louis stuffs Sebastian's shells with lettuce and bread. he spits it out.

Louis throws Sebastian across the room to the giant silver pot. Sebastian narrowly misses the boiling water and jumps out. The chef turns around to see Sebastian on the counter. He picks him up.

LOUIS: What is this?

Sebastian pinches his nose and Sebastian flies away, landing on the handle of a saucepan. Louis tries to grab him again and his hand goes on the stove. Yowling, he reels back in pain. A pan lands on his foot and he hops about.

He grabs knives from a knifeblock and throws them towards Sebastian, who scampers through a small hole in the cabinet. On the counter he drops a bowl with food onto Louis' head. He runs under the cabinet again as the chef lifts an enormous knife and chops it in half.

Sebastian dashes across the floor as a knife lands in front of him. He runs between Louis' legs towards a cabinet with dishes. Louis jumps to the cabinet with a hammer.

CUT TO: INT. DINING ROOM

Crashing noises are heard.

CARLOTTA: I think I'd better go see what Louis is up to.

CUT TO: INT. KITCHEN

The kitchen is in total disarray as Louis digs around looking for Sebastian.

LOUIS: Come out you little pipsqueak and fight like a man!

CARLOTTA: Louis!

Louis bangs his head. Carlotta puts her hands on her hips.

CARLOTTA: What are you doing?

LOUIS: Well - I - I was just - er, er, I'm sorry, madame.

Carlotta carries out the dinner plates.

CUT TO: INT. DINING ROOM

GRIMSBY: You know, Eric, perhaps our young guest might enjoy seeing some of the sights of the kingdom. Something in the way of a tour?

Carlotta sets their plates down. Eric gazes at Ariel, head in hand.

ERIC: I'm sorry, Grim, what was that?

GRIMSBY: You can't spend all your time moping about, you need to get out. Do something, have a life.

Grimsby lifts his plate's cover to reveal Sebastian cowering in the salad. He motions "shh."

GRIMSBY: Get your mind off -

Ariel beckons him to hide in her plate.

ERIC: It's not a bad idea, if she's interested.

Sebastian runs to Ariel's plate and she covers it.

ERIC: Well - whaddaya say? Would you like to join me on a tour of my kingdom tomorrow?

Ariel nods vigorously, leaning heavily on her plate's cover.

GRIMSBY: Wonderful, now let's eat, before this crab wanders off my plate.

He stabs his fork at an empty plate.

CUT TO: EXT. ERIC'S CASTLE

Ariel leans on her balcony, wearing a nightgown. She watches as Eric plays with Max on the lawn.

ERIC: Come here boy! Arrr . . .

Max licks Eric's face and Eric ruffles his fur. He sees Ariel and waves. She waves shyly and backs into her room.

CUT TO: INT. ARIEL'S ROOM

Ariel brushes her hair with a fork and Sebastian sits on a table.

SEBASTIAN: This has got to be, without a doubt, the single most humiliating day of my life.

Sebastian picks a lettuce leaf off his head. Ariel passes him and pats his head.

SEBASTIAN: I hope you appreciate what I go through for you, young lady.

Ariel sinks into her bed.

SEBASTIAN: Now - we got to make a plan to get that boy to kiss you. Tomorrow, when he takes you for that ride, you gotta look your best. You gotta bat your eyes - like this. You gotta pucker up your lips - like this.

Sebastian demonstrates to Ariel. He sees Ariel has fallen asleep. Smiling, he blows out a candle on the nightstand and hops onto the pillow beside her.

SEBASTIAN: Hm. You are hopeless child. You know dat? Completely hopeless...

CUT TO: EXT. TRITON'S PALACE

The seahorse swims hurriedly to the throne room, where King Triton swims back and forth with his hands behind his back.

TRITON: Any sign of them?

SEAHORSE: No, Your Majesty. We've searched everywhere. We've found no trace of your daughter - or Sebastian.

TRITON: Well, keep looking. Leave no shell unturned, no coral unexplored. Let no one in this kingdom sleep until she's safe at home.

SEAHORSE: Yes sire.

The seahorse bows and leaves. Triton sits in his throne.

TRITON: Oh, what have I done? What have I done?

CUT TO: EXT. ERIC'S CASTLE

The sun rises. Carlotta and Grimsby wave goodbye to Eric and Ariel as they ride away in a horse-drawn buggey. They take a road leading to town and Ariel points excitedly. Ariel leans over the side of the buggey to watch the ground and the horse's feet clopping.

As they pass over a canal, Flounder leaps through the water. Sebastian peers out over the buggey.

FLOUNDER: Has he kissed her yet?

SEBASTIAN: Not yet.

FLOUNDER: Ohh

CUT TO: EXT. TOWN

In the bustling town square, Ariel watches a man push a cart of clucking chickens. Two puppets perform on a small stage. Ariel pulls one off, revealing the puppeteer's hand. She pulls Eric's hand to the dance area. He twirls her and lifts her into the air.

CUT TO: EXT. CANALS

Scuttle flies overhead as Flounder swims in the canal.

SCUTTLE: Yo, Flounder! Any kissing?

FLOUNDER: No, not yet.

SCUTTLE: Hmm. Well they - they better get crackin'.

In the buggey, Eric and Ariel ride out of town. Ariel wears a hat and holds bread, a bouquet of flowers, and a pair of boots. Eric offers Ariel the reins. She eagerly snaps them and the buggey races forward. Eric gapes, seeing a wide gulley ahead. Ariel speeds and they soar across to the other side. Eric peeks up from the floor of the buggey. As they rise off into the countryside, Eric relaxes, folding his hands behind his head.

CUT TO: EXT. LAGOON

Eric rows himself and Ariel out on the lagoon.

FLOUNDER: Move over - move your big feathers. I can't see a thing.

SCUTTLE: Nothing is happening... Only one day left, and that boy ain't puckered up once. O.K. All right, this calls for a little vocal romantic stimulation. Stand back.

Scuttle lands on a branch and signs horribly.

ERIC: Wow. Somebody should find that poor animal and put it out of its misery.

Ariel grimaces as Scuttle signals "A OK." Sebastian covers his ears.

SEBASTIAN: Jeez, man, I'm surrounded by amateurs!

He dives down into the water and picks a reed.

SEBASTIAN: You want something done, you've got to do it yourself. First, we got to create the mood.

Ducks appear and turtles turn over on their backs.

SEBASTIAN: Percussion...

The ducks tap the turtle's bellies as if they were drums.

SEBASTIAN: Strings...

Sebastian conducts crickets, who rub their legs together.

SEBASTIAN: Winds...

The wind blows through the reeds.

SEBASTIAN: Words.

"Kiss the Girl"Sebastian holds a cat tail as if it was a microphone and sings a love ballad, telling Eric to kiss Ariel. He sings in Eric's ear

ERIC: (turning to look back) Did you hear something?

Ariel shrugs.

CONT. "Kiss the Girl"

Sebastian and the lagoon creatures continue singing, disappointed that Eric hasn't kissed Ariel.

ERIC: You know, I feel really bad not knowing your name. Heh - maybe I could guess. Is it, err Mildred?

Ariel sticks out her tongue.

ERIC: O.K., no. How 'bout - Diana?

Ariel shakes her head.

ERIC: Rachel?

SEBASTIAN: (whispering) Ariel. Her name is Ariel.

Eric looks back, confused.

ERIC: Ariel?

Ariel nods enthusiastically.

ERIC: Ariel?

Ariel takes his hand.

ERIC: Well, that's kinda pretty. O.K. - Ariel...

CONT. "Kiss the Girl"Sebastian and the lagoon creatures continue serenading them as they float along. Two pelicans pull back the leaves of a willow tree as Eric and Ariel pass through.

Fish circle under the boat, turning it slowly. Fireflies surround the boat. As Scuttle begins to sing, flamingos shut him up. Fish, including Flounder, surround the boat and spurt water from their lips, creating a fountain effect. The animals whisper to kiss Ariel.

Eric leans in and gazes into her eyes. Ariel closes her eyes and puckers her lips in anticipation. Eric closes his eyes as well and their lips nearly touch before they are knocked off the rowboat, which flips.

Sebastian hits his head and Scuttle looks mortified.

ERIC: Whoa, hang on - I've gotcha.

The lagoon creatures skitter away as Flotsam and Jetsam rise and slap their tails in the style of a high-five and snicker.

CUT TO: URSULA'S LAIR

Ursula watches Ariel and Eric through a bubble.

URSULA: Nice work, boys. That was a close one. Too close. The little tramp! Oh, she's better than I thought. At this rate, he'll be kissing her by sunset for sure.

Ursula swims to her shelf of ingredients and smashes them aside, picking up some ingredients.

URSULA: Well, it's time Ursula took matters into her own tentacles!

Ursula smashes ingredients into the cauldron, sending puffs of smoke in the water.

URSULA: Triton's daughter will be mine - and then I'll make him writhe. I'll see him wriggle like a worm on a hook!

Laughing, she clutches her shell necklace. A golden emanates from behind her. Ursula transforms into a human and her voice becomes Ariel's.

CUT TO: EXT. ERIC'S CASTLE

The moon shines bright. On a terrace, Eric plays the melody of "Part of Your World (Reprise)" on his flute. He gazes out to sea, contemplating as Grimsby approaches.

GRIMSBY: (putting an arm around Eric) Eric, if I may say, far better than any dream girl, is one of flesh and blood, one warm and caring, and right before your eyes.

Eric glances up at a window where Ariel stands in her nightgown, combing her hair with a fork. Eric smiles towards her. He looks sadly at his flute. Gazing firmly at it, he stakes a step back and throws it out into the water. He looks towards Ariel's window and begins to stride towards it, but stops.

He hears Ariel's voice vocalizing "Ahhh." He leans over the edge of the terrace to see a woman walking along the shore, the sea witch in disguise. Eric strains to see her clearly. The shell necklace hangs around her neck, glowing brightly. An eerie golden mist winds through the air towards Eric. It fills his eyes enchanting him

CUT TO: EXT. ERIC'S CASTLE

Scuttle swoops over the castle, flying to Ariel's window.

SCUTTLE: Ariel! Ariel, wake up! Wake up! I just heard the news. Congratulations, kiddo, we did it!

Scuttle shakes Ariel's hand as she sits up, still half-asleep. Sebastian yawns and tries to go back to sleep.

SEBASTIAN: What is this idiot babbling about?

SCUTTLE: Right - as if you two didn't know, uh? The whole town's buzzin' about the prince gettin' himself hitched this afternoon! You know, he's getting married!

Scuttle picks up Sebastian and rubs his head.

SCUTTLE: You silly sidewalker! (to Ariel) I just wanted to wish you luck. I'll catch you later, I wouldn't miss it!

Scuttle flies out the window. Ariel's eyes grow wide. Leaping out of bed, she scoops up Sebastian, twirls him around and gives him a kiss on the head. She fluffs her hair and rushes out the room and down the stairs. Sebastian gets out of bed and follows her

GRIMSBY: Well, uh - err, Eric. I-it appears that I was mistaken.

Ariel stops, flabbergasted. She hides behind a beam and listens on.

GRIMSBY: This mystery maiden of
yours does - in fact exist. And - and she is lovely. (holding Vanessa's hand) Congratulations, my dear.

ERIC: We wish to be married as soon as possible.

GRIMSBY: Oh, yes - of course, Eric, but, er - but these things do take time, you know...

ERIC: This afternoon, Grimsby. The wedding ship departs at sunset.

GRIMSBY: Oh, oh - very well, Eric - as you wish.

Ariel is distraught and runs off crying. Vanessa touches her necklace and laughs as Eric stands stiffly, under a trance.

CUT TO: EXT. ERIC'S PALACE

The wedding boat departs from the dock. Ariel stands at the docks watching. She sinks to the ground, burying her head and cries. Sebastian looks up at her and sadly bows his head. A tear rolls down her cheek and falls in the water. Nearby Flounder cries too.

Over the ship, Scuttle swoops down over the sky.

"Poor Unfortunate Souls (Reprise)"

Scuttle peeks through a porthole to see Vanessa singing to herself. She throws a hairpin at the Angel figure in her mirror. He gulps, realizing the bride is not Ariel. Vanessa steps onto her vanity, crushing a bottle. She twirls around and pulls the mirror towards her. Scuttle sees her reflection is that of Ursula.

SCUTTLE: The sea witch! Oh no... She's- I gotta...

In a rush to leave, he bumps his head on the porthole. He flies back to Ariel.

SCUTTLE: Ariel! Ariel!

Ariel. I was flying, I wa - of course I was flying - An' - I s- I saw that the watch - the witch was watchin' a mirror, and she was singin' with a stolen set o' pipes!

Scuttle picks up Sebastian and clanks him against the ground repeatedly.

SCUTTLE: (yelling) Do you hear what I'm tellin' you? The prince is marrying the sea witch in disguise!

Ariel drops her jaw.

SEBASTIAN: (rubbing his head) Are you sure about this?

SCUTTLE: Have I ever been wrong? I mean when it's important!

FLOUNDER: What are we gonna do!?

Ariel looks to the setting sun and hears Ursula's voice in her head.

URSULA: Before the sun sets on the third day...

Ariel leaps into the water and splashes around helplessly. Sebastian cuts free some barrels for Ariel to hang onto.

SEBASTIAN: Ariel, grab on to that. Flounder, get her to that boat as fast as your fins can carry you!

FLOUNDER: I'll try.

Flounder loops himself onto the rope and pulls Ariel along to the boat.

SEBASTIAN: I've gotta get to the sea king. He must know about this.

SCUTTLE: What - What about me? What about me?

SEBASTIAN: You - find a way to stall that wedding!

SCUTTLE: Stall the wedding. Wh- what am I - what - that's it!

Scuttle squawks and takes off for the lagoon, alerting the other birds. Bluebirds and flamingos follow him. Starfish, lobsters, , dolphins, and sea lions look up. The animals follow Scuttle.

SCUTTLE: Move it, let's go, we got an emergency here!

CUT TO: EXT. DECK OF ERIC'S BOAT

Vanessa and Eric walk down the aisle. Max snarls at her as she passes by and she kicks him. A short bishop stands at the end of the aisle.

BISHOP: Dearly beloved . . .

CUT TO: OCEAN

Flounder pulls Ariel.

FLOUNDER: Don't worry Ariel. ugh - we - we're gonna make it. We're almost there.

CUT TO: EXT. DECK OF ERIC'S BOAT

BISHOP: Yes, um, do you Eric, take Vanessa, to be your lawfully wedded wife, for as long as you both shall live?

Vanessa looks out to the sun, noticing it's almost set.

ERIC: I do.

Scuttle sqwauks.

BISHOP: Eh, and do you...

A squadron of bluebirds swoop down from the sky, led by Scuttle, aimed directly towards Vanessa. She ducks. They circle around and fly under her dress. Max barks. Guests are alarmed as sea lions get on deck. Pelicans fly overhead and dump beaks full of water on Vanessa. A lobster pinches her nose and starfish smother her.

BISHOP: (oblivious to the commotion) then by the power inves-

VANESSA: Get away from me you slimy little-

A sea lion tosses her in the air on his nose.

Ariel arrives and climbs up the ship.

The sea lions toss Vanessa into the wedding cake. She pops out, furious, and three dolphins squirt water in her face. Scuttle squawks in her face.

VANESSA: Oh, why you little-

Vanessa wrings Scuttle's neck. Max breaks free from his leash. Max bites Vanessa in the rear and Scuttle pulls at Vanessa's necklace, which goes flying through the air.

The necklace breaks and Ariel's voice is restored. The spell on Eric is broken and he grabs his head.

ERIC: Ariel?

ARIEL: Eric.

Max barks happily at her.

ERIC: You - you can talk. You're the one.

Eric runs to her and grasps her hands.

VANESSA: (now in Ursula's own voice) Eric, get away from her!

Ursula covers her mouth.

ERIC: It - it was you all the time.

ARIEL: Oh, Eric, I - I wanted to tell you.

VANESSA: Eric no!

The sun sets as they are about to kiss and her legs turn back into a tail.

VANESSA: (cackling) You're too late! You're too late!

Vanessa rips out of her dress and turns back into Ursula. The crowd gasps in shock.

URSULA: So long, loverboy.

She slithers across the deck, grabs Ariel, and dives over the edge of the ship.

ERIC: Ariel!

URSULA: Poor little princess - it's not you I'm after. I've a much bigger fish to -

TRITON: Ursula, stop!

Triton points his glowing trident at Ursula.

URSULA: Why, King Triton! Ha ha ha - How are you?

TRITON: Let her go.

URSULA: Not a chance, Triton! She's mine now. We made a deal.

Ursula shows Triton the glowing scroll as Flotsam and Jetsam restrain Ariel.

ARIEL: Daddy, I'm sorry! I - I - I didn't mean to. I didn't know -

Triton zaps a beam at Ursula and the contract, which remain unharmed.

URSULA: You see? The contract's legal, binding and completely unbreakable - even for you. Of course, I always was a girl with an eye for a bargain. The daughter of the great sea king is a very precious commodity.

The contract is released by Ursula and it's golden light swirls around Ariel.

TRITON: But - I might be willing to make an exchange for someone even better...

Ursula touches her tentacle to Triton's crown.

CUT TO: EXT. ERIC'S BOAT

Eric rows a small boat out to sea.

GRIMSBY: Eric! What are you doing?

ERIC: Grim, I lost her once. I'm not going to lose her again.

CUT TO: UNDER THE WATER

Ariel becomes increasingly small and shriveled to resemble the souls in Ursula's garden. She holds out the contract/

URSULA: Now! Do we have a deal?

Triton looks away and signs over Ariel's signature using his trident.

URSULA: Ha! It's done then.

The magical golden current holding Ariel releases her and takes over Triton, turning him into one of Ursula's souls.

ARIEL: No... Oh, no!

Ursula cackles.

CUT TO: ABOVE WATER

Eric stands in his rowboat, harpoon in hand.

CUT TO: UNDER WATER

Only Triton's crown and trident reman.

SEBASTIAN: Oh, your majesty...

ARIEL: Daddy?

URSULA: At last

Ursula picks up the crown and puts it on.

ARIEL: No

URSULA: It's mine.

She holds the trident and cackles to herself. Ariel angrily springs at her.

ARIEL: You - You monster!

Ursula throws Ariel down and points the trident at her.

URSULA: Don't fool with me you little brat! Contract or no- Ahh!

Eric's harpoon grazes Ursula's arm. He watches under water.

URSULA: Why you little troll!

ARIEL: Eric! Eric look out!

URSULA: (to Flotsam and Jetsam) After him!

Flotsam and Jetsam chase Eric as he swims back to the surface. He reaches his boat, but they pull him back under water.

SEBASTIAN: Come on!

Sebastian and Flounder attack. Sebastian pinches one eel's tail while Flounder flaps his fins in the other's face.

URSULA: Say goodbye to your sweetheart.

Ursula aims the trident at Eric, but Ariel yanks her hair, causing the beam of lightning to hit Flotsam and Jetsam, who burn to crisps.

URSULA: Babies! My poor, little poopsies!

Ursula holds their remains and her eyes go wild. Seeing Ariel escaping, Ursula begins grow, huff, and release a black cloud of ink. Flounder and Sebastian cower.

CUT TO: ABOVE WATER

ARIEL: Eric, you've got to get away from here.

ERIC: No, I won't leave you.

A spike on Triton's crown comes between Eric and Ariel as a gigantic Ursula rises from the water, laughing manically.

Eric and Ariel jump into the water and clutch each other, looking up to see Ursula towering over them.

URSULA: You pitiful, insignificant, fool!

ERIC: (pointing) Look out!

One of Ursula's tentacles crashes down into the water.

URSULA: Now I am the ruler of all the ocean! The waves obey my every whim!

Ursula raises the trident and swirls it, creating a storm with lightning. A wave sweeps Eric away.

ARIEL: Eric!

URSULA: The sea and all its spoils bow to my power!

She swirls the trident in the water, creating a whirpool. The spinning funnel reaches the ocean floor, churning up sunken ships. Ariel dodges the wreckage. One of the ships veers towards Eric and he tries to swim away, but he is shoved under water.

Gliding along the bottom of the ship, he grabs onto a rope and hoists himself up the side and onto the deck.

At the edge of the whirpool, Ariel clings to a rock. Ursula destroys the rock and Ariel falls down the whirpool onto the bare ocean floor. Ursula shoots lightning at her from up above.

On the ship, Eric dashes to the steering wheel and sails towards Ursula.

URSULA: (laughing wickedly) So much for true love!

As Ursula is about to bring her trident down on Ariel, Eric steers the ship into her. She is impaled by the sharp bow. Her eyes flash and her body is filled with lightning as the ship goes down on top of her. Her tentacles writhe as the ship sinks into the sea.

Eric flys off the ship as Sebastian and Flounder watch. He collapses on the shore. Black smoke billows from the sea.

CUT TO: EXT. UNDER WATER

The trident sinks down along with debris.

CUT TO: INT. URSULA'S LAIR

The shriveled souls trapped in Ursula's lair are set free and swim out of the lair. The trident falls back to Triton, who transforms back into himself.

CUT TO: EXT. SHORE

Eric lies on the beach and Ariel gazes from a distance seated on a rock. Triton and Sebastian look on.

TRITON: She really does love him, doesn't she, Sebastian?

Sebastian nods.

SEBASTIAN: Well, it's like I always say, Your Majesty. Children got to be free to lead their own lives.

TRITON: You - always say that? (sighs) Then I guess there's just one problem left.

SEBASTIAN: And what's that, Your Majesty?

TRITON: How much I'm going to miss her.

Sebastian looks up at Triton. The King's trident glows and he touches it to the water. It forms a glowing golden path to Ariel. She looks down, surprised as her tail glows and smiles at her father.

Eric wakes up and sees Ariel rising from the water, wearing a shimmering purple gown. She walks towards him, arms open wide, on legs.

Eric runs to her and twirls her around. Their lips meet in a kiss, which fades into their wedding day. Max jumps up between them and licks them.

Guests on the ship cheer. Carlotta cries and uses Grimsby's handkerchief as a napkin. In the ocean, merpeople gather around the ship and wave. Triton and Ariel's mersisters smile and wave. Scuttle brings Flounder up to the side of the ship. Scuttle flaps away and winks. Ariel kisses him and pats Scuttle's head.

On the wedding cake, Sebastian sits between two cake toppers of Ariel and Eric. He hugs them, smiling tearfully. Suddenly, he sees Louis raising a knife over him. He jumps off and the chef cuts the cake in half. He scampers down the walkway as Louis throws a knife at him and chases him around the deck. Sebastian snips a rope with his claw and a wooden beam swings into Louis' face. His teeth fall out and he collapses. Sebastian jumps into the water between Scuttle and Flounder.

SEBASTIAN: Yes, (bowing) Thank you, thank you.

On the ship, Ariel looks over the railing at her father. A fountain of water raises him up and they hug.

ARIEL: I love you Daddy.
"Happy Ending"



Behind them, Eric bows to King Triton. Triton nods. Touching Ariel's cheek, Triton returns to the water. Ariel blows him a kiss. Eric steps up and Ariel slips her arm through his.

In the water, Triton sweeps his trident in the air, forming a sparkling rainbow in the sky. The merpeople wave as the ship sails off and they dive below the water. Ariel and Eric kiss as the screen fades to black.

Credits