In a nearby deserted town, the children gathered all sorts of junk to help make the flying contraption. Luckily, they found the wreck of an old bus as the basis of the machine. With the help of the children, and following Poopsnagle's plan, the bus was eventually completed, and based on steam power it was able to rise into the sky and fly at will. Count Sator, however, sent another henchman called Willie Dingle to spy on the children, and within the ranks of the children he commissioned the young boy named Matt to keep him informed.