The guys hide from a sandstorm in an Arabian-style castle, where they encounter an evil magician who wants to test his spells on the guys.

The guys are visiting Andes, where they meet up with an odd cat man and his feline companion; and when the guys shrink in the "shrinking pool", they look more and more like mice.

The guys are in search of food and head over to Captain Jack's floating restaurant, but they soon discover they boarded a ship setting off for sea, and the crew will throw any stowaways overboard to the sharks.