(An ocean. Birds are flying and porpoises are swimming happily.

   From the fog a ship appears crashing through the waves)

   Sailors: I'll tell you a tale of the bottomless blue

   And it's hey to the starboard, heave ho

   Look out, lad, a mermaid be waitin' for you

   In mysterious fathoms below.

   Eric: Isn't this great? The salty sea air, the wind blowing in your face . . .

   a perfect day to be at sea!

   Grimsby: (Leaning over side.) 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: But it ain't nonsense, it's the truth! I'm tellin' you, down in the

   depths o' the ocean they live. (He gestures wildly, Fish in his hand flops

   away and lands back in the ocean, relieved.)

   Sailors: Heave. ho. Heave, ho. In mysterious fathoms below. (Fish sighs and

   swims away.)

   (Titles. Various fish swimming. Merpeople converge on a great undersea

   palace, filling concert hall inside. Fanfare ensues.)

   Seahorse: Ahem . . . His royal highness, King Triton! (Triton enters

   dramatically to wild cheering.) And presenting the distinguished court

   composer, Horatio Thelonious Ignatius Crustaceous Sebastian! (Sebastian

   enters to mild applause.)

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

   Sebastian: Oh, Your Majesty, this will be the finest concert I have ever con-

   ducted. Your daughters - they will be spectacular!

   Triton: Yes, and especially my little Ariel.

   Sebastian: Yes, yes, she has the most beautiful voice. . . . [sotto] If only

   she'd show up for rehearsals once in a while. . . . (He proceeds to podium

   and begins to direct orchestra.)

   Triton's daughters: Ah, we are the daughters of Triton.

   Great father who loves us and named us well:

   Aquata, Andrina, Arista, Atina, Adella, Allana.

   And then there is the youngest in her musical debut,

   Our seventh little sister, we're presenting her to you,

   To sing a song Sebastian wrote, her voice is like a bell,

   She's our sister, Ar-i . . .

   (Shell opens to reveal that Ariel is absent.)

   Triton: (Very angry.) Ariel!!

   (Cut to Ariel looking at sunken ship.)

   Flounder: (From distance.) Ariel, wait for me . . .

   Ariel: Flounder, hurry up!

   Flounder: (Catching up.) You know I can't swim that fast.

   Ariel: There it is. Isn't it fantastic?

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

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

   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. (She goes inside.)

   Flounder: O.K. Yeah - you go. I'll stay and - what? Sharks! Ariel!

   (He tries to fit through porthole.) Ariel . . . I can't . . . I mean-

   Ariel help!

   Ariel: (Laughs.) Oh, Flounder.

   Flounder: (Wispering.)Ariel, do you really think there might be sharks around

   here? (Shark passes outside.)

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

   Flounder: I'm not a guppy. (Gets pulled through porthole.)This is great - I

   mean, I really love this. Excitement, adventure, danger lurking around

   every corn- YAAAAHHHHHHHH!! Ariel!! (He sees a skull, crashes into pillar

   causing cave in, and swims frantically away, knocking over Ariel.)

   Ariel: Oh, are you okay?

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

   Ariel: Shhh . . . (Seeing a fork.) Oh my gosh! Oh my gosh! 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.

   (Puts fork in bag. Skark swims by outside.)

   Flounder: What was that? Did you hear something?

   Ariel: (Distracted by pipe.) Hmm, I wonder what this one is?

   Flounder: Ariel . .

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

   Flounder: (Seeing Shark looming behind him.) AAHHHH!! Run!! Run!! We're

   gonna die!! (Shark chases them all around. Ariel's bag is hung up. She

   goes back for it. Shark almost gets them. They head for porthole.) Oh No!!

   (They crash through and go round and round. Flounder gets knocked silly

   but Ariel saves him and traps Shark) You big bully. THBBBTTTT . . .

   (Shark snaps at him and he swims away.)

   Ariel: (Laughing.) Flounder, you really are a guppy.

   Flounder: I am not.

   (On surface. Scuttle on his island humming and looking through his

   telescope.)

   Ariel: Scuttle!

   Scuttle: (Looking through the telescope the wrong way, shouting.) Whoa!

   Mermaid off the port bow! Ariel, how you doin' kid? (Lowers telescope to

   reveal Ariel at wing's length.) Whoa, what a swim!

   Ariel: Scuttle - look what we found.

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

   Scuttle: Human stuff, huh? Hey, lemme see. (Picks up fork.) 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. See - just a little twirl here an' a yank

   there and - voiolay! You got an aesthetically pleasing configuration

   of hair that humans go nuts over!

   Ariel: A dinglehopper!

   Flounder: What about that one?

   Scuttle: (Holding pipe) Ah - this I haven't seen in years. This is wonderful!

   A banded, bulbous - snarfblat.

   Ariel and Flounder: Oohhh.

   Scuttle: Now, the snarfblat dates back to prehistorical 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.)

   Ariel: 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: Uh, I'm sorry, I've gotta go. Thank you Scuttle. (Waves.)

   Scuttle: Anytime sweetie, anytime.

   (Cut to Flotsam and Jetsam, then Ursula in background watching magic

   projection of Ariel swimming.)

   Ursula: Yeeeeeees, hurry home, princess. We wouldn't want to miss old daddy's

   celebration, now, would we? Huh! Celebration indeed. Bah! In MY day, we

   had fantastical feasts when I lived in the palace. And now, look at me -

   wasted away to practically nothing - banished and exiled and practically

   starving, while he and his flimsy fish-folk celebrate. Well, I'll give 'em

   something to celebrate soon enough. Flotsam! Jetsam! 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. . . .

   (Fade to the palace throne room where Ariel is being admonished.)

   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 behaviour -

   Sebastian: Careless and reckless behaviour!

   Triton: - the entire celebration was, er -

   Sebastian: 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: But it wasn't her fault! Ah - well - first, ahh, this shark chased us

   - yeah - yeah! And we tried to - but we couldn't - and - grrrrrrrrr - and -

   and we - 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? What? Oh - you went up to the surface again, didn't you?

   DIDN'T YOU?

   Ariel: Nothing - happened. . . .

   Triton: 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. Do you think I want to see my youngest daughter

   snared by some fish-eater's hook?

   Ariel: I'm sixteen years old - I'm not a child anymore -

   Triton: Don't you take that tone of voice with me young lady. As long as you

   live under my ocean, you'll obey my rules!

   Ariel: But if you would just listen -

   Triton: Not another word - and I am never, NEVER to hear of you going to the

   surface again. Is that clear? (Ariel leaves, crying.)

   Sebastian: Hm! Teenagers. . . . They think they know everything. You give

   them an inch, they swim all over you.

   Triton: 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: You're absolutely right, Sebastian.

   Sebastian: 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: And YOU are just the crab to do it.

   (Cut to Sebastian walking down corridor.)

   Sebastian: How do I get myself into these situations? I should be writing

   symphonies - not tagging along after some headstrong teenager. (Sees Ariel

   and Flounder sneaking off and follows.) Hmm? What is that girl up to? (He

   barely makes it into cave and sees Ariel's collection.) Huh?

   Flounder: Ariel, are you okay?

   Ariel: If only I could make him understand. I just don't see things the way he

   does. I don't see how a world that makes such wonderful things - could be

   bad.

   Look at this stuff

   Isn't it neat?

   Wouldn't you think my collection's complete?

   Wouldn't you think I'm the girl

   The girl who has ev'rything?

   Look at this trove

   Treasures untold

   How many wonders can one cavern hold?

   Lookin' around here you'd think

   Sure, she's got everything

   I've got gadgets and gizmos aplenty

   I've got whozits and whatzits galore

   (You want thingamabobs?

   I got twenty)

   But who cares?

   No big deal

   I want more

   I wanna be where the people are

   I wanna see

   Wanna see 'em dancin'

   Walkin' around on those

   (Whad'ya call 'em?) oh - feet

   Flippin' your fins you don't get too far

   Legs are required for jumpin', dancin'

   Strollin' along down a

   (What's that word again?) street

   Up where they walk

   Up where they run

   Up where they stay all day in the sun

   Wanderin' free

   Wish I could be

   Part of that world

   What would I give

   If I could live

   Outta these waters?

   What would I pay

   To spend a day

   Warm on the sand?

   Betcha on land

   They understand

   Bet they don't reprimand their daughters

   Bright young women

   Sick o' swimmin'

   Ready to stand

   And ready to know what the people know

   Ask 'em my questions

   And get some answers

   What's a fire and why does it

   (What's the word?) burn?

   When's it my turn?

   Wouldn't I love

   Love to explore that shore above?

   Out of the sea

   Wish I could be

   Part of that world

   (Sebastian has been struggling around and now comes crashing down making

   a lot of noise.)

   Ariel: Sebastian!?

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

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

   Sebastian: Oh. I see. Your collection. Hmmm. 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. Come with me,

   I'll take you home and get you something warm to drink. (A ship passes by

   overhead.)

   Ariel: What do you suppose?. . .

   Sebastian: Ariel? Ariel!

   (On surface. Fireworks in the sky around ship. Ariel looks on,

   amazed. Sebastian and Flounder arrive.)

   Sebastian: Ariel, what - what are you- jumpin' jellyfish! Ariel, Ariel!

   Please come back! (Ariel swims to ship and watches party until Max finds

   her.)

   Eric: (Whistles.) Max, here boy. Hey, come on, mutt, whatcha doing, huh

   Max? Good boy. (Ariel sees him and is stricken.)

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

   Ariel: Scuttle, be quiet! They'll hear you.

   Scuttle: Oooh, I gotcha, I gotcha. We're being intrepidatious. WE'RE OUT TO

   DISCOVER! (Ariel grabs his beak.)

   Ariel: I've never seen a human this close before. 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: Silence! Silence! It is now my honour and privilege to present our

   esteemed Prince Eric with a very special, very expensive, very large birthday

   present.

   Eric: Ah, Grimsby - y'old beanpole, you shouldn't have.

   Grimsby: I know. Happy birthday, Eric! (Large, gaudy statue of Eric 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: Come on, Grim, don't start. Look, you're not still sore because I didn't

   fall for the princess of Glauerhaven, are you?

   Grimsby: Oh, Eric, it isn't me alone. The entire kingdom wants to see you

   happily settled down with the right girl.

   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. (Lightning and thunder appear and the

   sky grows dark.)

   Sailor: Hurricane a'commin'!! Stand fast! Secure the riggin'! (Storm hits.)

   Scuttle: Whoa! The wind's all of a sudden on the move here. (He is blown

   away.) Oh! Ariel . . . (Ship crashes through storm. Lightning starts a fire.

   A rock looms ahead.)

   Eric: Look out! . . . (Ship crashes and all are thrown overboard except Max.)

   Grim, hang on! (Sees Max.) Max! (Goes back to save him.) Jump Max! Come

   on boy, jump! You can do it Max. (He saves Max but is trapped on board.)

   Grimsby: ERIC! (Ship explodes. Ariel finds Eric near drowning and pulls him

   away.)

   (On beach. Ariel is sitting next to an unconscious Eric.)

   Ariel: Is he - dead?

   Scuttle: (Opens Eric's eyelid.) It's hard to say. (Puts his ear against Eric's

   foot.) Oh, I - I can't make out a heartbeat.

   Ariel: No, look! He's breathing. He's so, beautiful.

   What would I give

   To live where you are?

   What would I pay

   To stay here beside you?

   What would I do to see you

   Smiling at me?

   Where would we walk?

   Where would we run?

   If we could stay all day in the sun?

   Just you and me

   And I could be

   Part of your world

   (Sebastian and Flounder have washed up and are watching scene. Max and

   Grimsby approach. Ariel hurries away.)

   Grimsby: Eric! Oh, Eric. You really delight in these sadistic strains on my

   blood pressure, don't you?

   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.

   Sebastian: 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.

   Ariel:

   I don't know when

   I don't know how

   But I know something's starting right now

   Watch and you'll see

   Some day I'll be

   Part of your world

   (Flotsam and Jetsam appear. Fade to Ursula watching from her chamber.)

   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! Her

   daddy'll LOVE that. King Triton's headstrong, lovesick girl would make a

   charming addition to my little garden.

   (Fade to palace. Then sister's dressing room.)

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

   (Ariel emerges, singing to herself.)

   Atina: What is with her lately?

   Ariel: Morning, Daddy. (Ariel swims off.)

   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?

   (Cut to Sebastian pacing on rock outside.)

   Sebastian: O.K. So far, so good. I don't think the king knows. But it will not

   be easy keeping something like this a secret for long.

   Ariel: (Picking petals off a flower) He loves me . . . hmmm, he loves me

   not. . . . He loves me! I knew it!

   Sebastian: Ariel, stop talking crazy.

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

   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: 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.

   The seaweed is always greener

   In somebody else's lake

   You dream about going up there

   But that is a big mistake

   Just look at the world around you

   Right here on the ocean floor

   Such wonderful things surround you

   What more is you lookin' for?

   Under the sea

   Under the sea

   Darling it's better

   Down where it's wetter

   Take it from me

   Up on the shore they work all day

   Out in the sun they slave away

   While we devotin'

   Full time to floatin'

   Under the sea

   Down here all the fish is happy

   As off through the waves they roll

   The fish on the land ain't happy

   They sad 'cause they in their bowl

   But fish in the bowl is lucky

   They in for a worser fate

   One day when the boss get hungry

   Guess who's gon' be on the plate

   Under the sea

   Under the sea

   Nobody beat us

   Fry us and eat us

   In fricassee

   We what the land folks loves to cook

   Under the sea we off the hook

   We got no troubles

   Life is the bubbles

   Under the sea

   Under the sea

   Since life is sweet here

   We got the beat here

   Naturally

   Even the sturgeon an' the ray

   They get the urge 'n' start to play

   We got the spirit

   You got to hear it

   Under the sea

   The newt play the flute

   The carp play the harp

   The plaice play the bass

   And they soundin' sharp

   The bass play the brass

   The chub play the tub

   The fluke is the duke of soul

   (Yeah)

   The ray he can play

   The lings on the strings

   The trout rockin' out

   The blackfish she sings

   The smelt and the sprat

   They know where it's at

   An' oh that blowfish blow

   Under the sea

   Under the sea

   When the sardine

   Begin the beguine

   It's music to me

   What do they got? A lot of sand

   We got a hot crustacean band

   Each little clam here

   know how to jam here

   Under the sea

   Each little slug here

   Cuttin' a rug here

   Under the sea

   Each little snail here

   Know how to wail here

   That's why it's hotter

   Under the water

   Ya we in luck here

   Down in the muck here

   Under the sea

   (They discover that Ariel has left with Flounder.)

   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: He wants to see you right away - something about Ariel.

   Sebastian: He knows!

   (In palace throne room. Triton looking at flower.)

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

   Sebastian.) Come in, Sebastian.

   Sebastian: (Sotto) I mustn't overreact. I must remain calm. (Five octaves

   higher than normal) Yes - (loco) 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: I know you've been keeping something from me. . . .

   Sebastian: Keeping . . . something?

   Triton: About Ariel?

   Sebastian: Ariel . . . ?

   Triton: In love?

   Sebastian: 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? Ho ho ho ho. . . . Who said anything about humans?

   (Fade to Ariel and Flounder entering cave.)

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

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

   Ariel: (Sees statue of Eric.) Oh, Flounder- Flounder you're the best! it looks

   just like him. It even has his eyes. "Why, Eric, run away with you? This

   is all so - so sudden. . . . (Turns around and sees Triton.) Daddy! . . .

   Triton: I consider myself a reasonable merman. I set certain rules, and I

   expect those rules to be obeyed.

   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 for-

   bidden. 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: Daddy, I love him!

   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. (Begins to blast the artifacts with his trident.)

   Ariel: Daddy!. . . No . . . No, please- Daddy, stop!. . . Daddy, Nooo!!. . .

   (He blasts statue. Ariel begins crying and he leaves, ashamed.)

   Sebastian: Ariel, I . . .

   Ariel: (Still crying.) Just go away. (He leaves and Flotsan and Jetsam appear.)

   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 and Jetsam: Just imagine -

   Jetsam: You and your prince -

   Flotsam and Jetsam: Together, forever. . . .

   Ariel: I don't understand.

   Jetsam: Ursula has great powers

   Ariel: The sea witch? 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.]

   Ariel: [Looking at the face] Wait.

   Flotsam and Jetsam: Yeeeeeeeeeess?

   (Cut to outside of cave with Flounder and Sebastian.)

   Flounder: (snif) Poor Ariel.

   Sebastian: I didn't mean to tell, it was an accident. (Ariel passes by.)

   Ariel - where are you going? Ariel, what are you doing here with this

   riff-raff?

   riel: I'm going to see Ursula.

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

   Ariel: Why don't you go tell my father? You're good at that.

   Sebastian: But . . . But, I . . . (To Flounder.) Come on. (They travel towards

   Ursula's cavern.)

   Flotsam and Jetsam: This way. (Ariel enters and is hung up in the garden of

   souls.)

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

   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. 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.

   I admit that in the past I've been a nasty

   They weren't kidding when they called me, well, a witch

   But you'll find that nowadays

   I've mended all my ways

   Repented, seen the light and made a switch

   True? Yes

   And I fortunately know a little magic

   It's a talent that I always have possessed

   And here lately, please don't laugh

   I use it on behalf

   Of the miserable, lonely and depressed

   (Pathetic)

   Poor unfortunate souls

   In pain

   In need

   This one longing to be thinner

   That one wants to get the girl

   And do I help them?

   Yes, indeed

   Those poor unfortunate souls

   So sad

   So true

   They come flocking to my cauldron

   Crying, "Spells, Ursula please!"

   And I help them?

   Yes, I do

   Now it's happened once or twice

   Someone couldn't pay the price

   And I'm afraid I had to rake 'em 'cross the coals

   Yes, I've had the odd complaint

   But on the whole I've been a saint

   To those poor unfortunate souls

   Now, here's the deal. I will make you a potion that will turn you into

   a human for three days. Got that? Three days. Now listen, this is import-

   ant. 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! (He is silenced by Flotsam and Jetsam.)

   Ursula: 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: 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: 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!

   The men up there don't like a lot of blabber

   They think a girl who gossips is a bore

   Yes, on land it's much preferred

   For ladies not to say a word

   And after all, dear, what is idle prattle for?

   Come on, they're not all that impressed with conversation

   True gentlemen avoid it when they can

   But they dote and swoon and fawn

   On a lady who's withdrawn

   It's she who holds her tongue who gets her man

   Come on, you poor unfortunate soul

   Go ahead!

   Make your choice!

   I'm a very busy woman

   And I haven't got all day

   It won't cost much

   Just your voice!

   You poor unfortunate soul

   It's sad

   But true

   If you want to cross a bridge, my sweet

   You've got to pay the toll

   Take a gulp and take a breath

   And go ahead and sign the scroll!

   Flotsam, Jetsam, now I've got her, boys

   The boss is on a roll

   This poor unfortunate soul.

   (Ariel signs contract.)

   Paluga, sarruga, come winds of the Caspian Sea.

   Now rings us glossitis and max laryngitis,

   La voce to me!

   Now . . . sing!

   Ariel: (Sings.)

   Ursula: Keep singing! (Giant magical hands rip out Ariel's voice and give it to

   Ursula. She laughs as Ariel is changed into a human and rushed to the surf-

   ace by Flounder and Sebastian.)

   (Fade to beach. Eric and Max are walking near castle.)

   Eric: (Playing flute.) That voice. I can't get it out of my head. I've looked

   everywhere, Max - where could she be? (On other side of rocks Ariel is

   washed up. Sebastian and Flounder are exausted. Ariel sees her legs and is

   amazed.)

   Scuttle: Well, look at what the catfish dragged in! Look at ya! Look at ya!

   There's something different. Don't tell me - I got it. It's your hairdo,

   right? You've been using the dinglehopper, right? No? No huh, well let me

   see. New . . . seashells? No new seashells. 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: 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 tries to get

   up.)

   Sebastian: And she's only got three days. 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, he'd say he's gonna kill himself a crab,

   that's what her father'd say! I'm gonna march meself straight home right now

   and tell him just like I shoulda done de minute- (Ariel grabs him.) . . . 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. Boy. What a soft-shell I'm turning out to be.

   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.

   (Cut to Eric and Max. Max smells Ariel and gets excited.)

   Eric: Max? Huh . . . what, Max!

   Scuttle: (Whistles.) Ya look great kid. Ya look - sensational. (They hear Max.

   He arrives and chases Ariel up on a rock.)

   Eric: Max . . . Max - Quiet Max! What's gotten into you fella? (Sees Ariel.)

   Oh . . . Oh, I see. Are you O.K., miss? I'm sorry if this knucklehead

   scared you. He's harmless, really - . . . you . . . seem very familiar . . .

   to me. Have we met? We have met? I knew it! You're the one - the one I've

   been looking for! What's your name? (Ariel mouths "Ariel" but no words come

   out.) What's wrong? What is it? You can't speak? (Ariel shakes her head.)

   Oh. Then you couldn't be who I thought. (Ariel and Max look frustrated. She

   tries pantomime.) What is it? You're hurt? No, No . . . You need help.

   (She falls into him.) 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.

   (Fade to Ariel in bath playing with bubbles.)

   Carlotta: Washed up from a shipwreck. Oh, the poor thing. We'll have you

   feeling better in no time. [Picks up Ariel's "dress"] I'll just - I'll just

   get this washed for you.

   (Cut to Sebastian in dress getting washed.)

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

   Woman 2: Well, Gretchen says . . . (Sebastian is dunked.) . . . since when has

   Gretchen got anything right. I mean really, this girl shows up in rags and

   doesn't speak-

   Sebastian: Madame, please ! . . .

   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 dives into

   kitchen and sees various fish cooking. He faints.)

   (Cut to castle dining room.)

   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. (Ariel enteres in a beautiful

   dress.)

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

   Eric: You look - wonderful.

   Grimsby: Come come come, you must be famished. Let me help you my dear. There

   we go - ah - quite comfy? Uh. It's - It's not ofen that we have such a lovely

   dinner guest, eh Eric? (Ariel starts combing hair with a fork. They look

   dumbfounded and she is embarrased. She sees pipe and brightens.) Uh, do you

   like it? It is rather - fine . . . (She blows its contents into his face.

   Eric laughs.)

   Carlotta: Oh, my!

   Eric: Ahem, so sorry Grim.

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

   Grimsby: (Wiping his face.) Oh, very amusing. Carlotta, my dear, what's for

   dinner?

   Carlotta: Oooh, you're gonna love it. Chef's been fixing his specialty,

   stuffed crab.

   (Cut to Sebastian watching Louis cook. He is humming to himself.)

   Louis:

   Les poissons

   Les poissons

   How I love les poissons

   Love to chop

   And to serve little fish

   First I cut off their heads

   Then I pull out the bones

   Ah mais oui

   Ca c'est toujours delish

   Les poissons

   Les poissons

   Hee hee hee

   Hah hah hah

   With the cleaver I hack them in two

   I pull out what's inside

   And I serve it up fried

   God, I love little fishes

   Don't you?

   Here's something for tempting the palate

   Prepared in the classic technique

   First you pound the fish flat with a mallet

   Then you slash through the skin

   Give the belly a slice

   Then you rub some salt in

   'Cause that makes it taste nice

   Zut alors, I have missed one!

   Sacre bleu

   What is this?

   How on earth could I miss

   Such a sweet little succulent crab?

   Quel dommage

   What a loss

   Here we go in the sauce

   Now some flour, I think

   Just a dab

   Now I stuff you with bread

   It don't hurt 'cause you're dead

   And you're certainly lucky you are

   'Cause it's gonna be hot

   In my big silver pot

   Toodle loo mon poisson

   Au revoir!

   (Sebastian hops back and Louis grabs him again.) What is this? (Sebastian

   pinches his nose and a battle ensues. Louis knocks over a large cabinet.)

   (Cut to dining room. Huge crash is heard.)

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

   (Back to kitchen. Louis is trashing the place.)

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

   Carlotta: Louis! What are you doing?

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

   (Cut back to 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?

   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.) Get your mind off -

   Eric: Easy, Grim, Easy. (Ariel lifts her own plate cover and signals for

   Sebastian to hide there. Sebastian rushes across while no one is looking.)

   It's not a bad idea. If she's interested. 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.

   (Fade to Ariel watching Eric and Max from balcony.)

   Eric: Come here boy! . . . Arrr . . . (He sees Ariel and waves. She is emb-

   arassed and goes back inside.)

   Sebastian: This has got to be, without a doubt, the single most humiliating day

   of my life. I hope you appreciate what I go through for you, young lady.

   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. (He sees she is

   asleep.) Hm. You are hopeless child. You know dat? Completely hopeless . . .

   (Fade to undersea palace. Seahorse swims up to Triton.)

   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. (He leaves.)

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

   (Morning at castle. Ariel and Eric leave for their tour. Ariel is amazed

   by everything.)

   Flounder: (As they pass water.) Has he kissed her yet?

   Sebastian: Not yet.

   Flounder: Ohh . . . (Ariel and Eric go dancing and see the town.)

   Scuttle: Yo, Flounder! Any kissing?

   Flounder: No, not yet.

   Scuttle: Hmm. Well they - they better get crackin'. (They leave town and Ariel

   drives, almost crashing. They end up rowing on a still lagoon in the even-

   ing.)

   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. (He flies over and sings very badly.)

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

   Sebastian: Jeez, man, I'm surrounded by amateurs! You want something done,

   you've got to do it yourself. First, we got to create the mood.

   Percussion. . . . Strings. . . . Winds. . . . Words. . . .

   There you see her

   Sitting there across the way

   She don't got a lot to say

   But there's something about her

   And you don't know why

   But you're dying to try

   You wanna kiss the girl

   Eric: Did you hear something?

   Sebastian:

   Yes, you want her

   Look at her, you know you do

   Possible she wants you too

   There is one way to ask her

   It don't take a word

   Not a single word

   Go on and kiss the girl

   Sha la la la la la

   My oh my

   Look like the boy too shy

   Ain't gonna kiss the girl

   Sha la la la la la

   Ain't that sad?

   Ain't it a shame?

   Too bad, he gonna miss the girl

   Eric: You know, I feel really bad not knowing your name. Heh - maybe I could

   guess. Is it, err, Mildred? O.K., no. How 'bout - Diana? Rachel?

   Sebastian: Ariel. Her name is Ariel.

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

   Sebastian:

   Now's your moment

   Floating in a blue lagoon

   Boy you better do it soon

   No time will be better

   She don't say a word

   And she won't say a word

   Until you kiss the girl

   Sha la la la la la

   Don't be scared

   You got the mood prepared

   Go on and kiss the girl

   Sha la la la la la

   Don't stop now

   Don't try to hide it how

   You want to kiss the girl

   Sha la la la la la

   Float along

   And listen to the song

   The song say kiss the girl

   Sha la la la la

   The music play

   Do what the music say

   You got to kiss the girl

   You've got to kiss the girl

   You wanna kiss the girl

   You've gotta kiss the girl

   Go on and kiss the girl

   (The boat tips over.)

   Eric: Whoa, hang on - I've gotcha. (Flotsam and Jetsam congradulate each

   other.)

   (Cut to Ursula's cavern.)

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

   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 transforms into a human with

   Ariel's voice.)

   (Fade to castle at night. Eric is playing the flute and contemplating as

   Grimsby approaches.)

   Grimsby: 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. (He sees Ariel,

   sighs, and tosses away flute. He is distracted by Ursula/Vanessa singing with

   Ariel's voice and is placed under her spell.)

   (Scuttle flying toward castle in morning.)

   Scuttle: Ariel! Ariel, wake up! Wake up! I just heard the news. Congratula-

   tions, kiddo, we did it!

   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! You silly sidewalker! I just wanted to wish you luck. I'll catch

   you later, I wouldn't miss it! (Ariel brightens and runs downstairs, only to

   see Eric and Vanessa together.)

   Grimsby: Well, uh - err, Eric. I-it appears that I was mistaken. This mystery

   maiden of yours does - in fact exist. And - and she is lovely. Congratula-

   tions, 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 runs off crying.)

   (Cut to late afternoon as wedding ship starts to leave. Ariel on pier

   crying bitterly as Sebastian and Flounder look on.)

   (Cut to Scuttle flying and humming to himself.)

   Vanessa: What a lovely little bride I'll make, my dear I'll look divine

   Things are working out according to my ultimate design

   Soon I'll have that little mermaid and the ocean will be mine!

   Scuttle: (Seeing real Ursula in mirror.) The sea witch! Oh no . . . She's-

   I gotta. . . (Runs into side of ship. Flies off to find Ariel.) 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! Do you hear what I'm tellin' you? THE PRINCE

   IS MARRYING THE SEA WITCH IN DISGUISE!

   Sebastian: Are you sure about this?

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

   Flounder: What are we gonna do!? (Ariel hears Ursula's voice in her head as the

   sun drops.)

   Ursula: . . . Before the sun sets on the third day. . . . (Ariel jumps in water

   but can't swim well. Sebastian sends down some barrels.)

   Sebastian: Ariel, grab on to that. Flounder, get her to that boat as fast as

   your fins can carry you!

   Flounder: I'll try.

   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! (He flies off to

   rally the animals and fish.) Move it, let's go, we got an emergency here!

   (Cut to wedding in progress. Max growls at Vanessa but she kicks him.)

   Priest: Dearly beloved . . . (Flounder is pulling Ariel toward ship.)

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

   there.

   Priest: Yes, um, do you Eric, take Vanessa, to be your lawfully wedded wife,

   for as long as you both shall live?

   Eric: (Under spell.) I do.

   Priest: Eh, and do you . . . (Birds and animals swoop in for attack, causing

   great chaos.) . . . then by the power inves-

   Vanessa: Get away from me you slimy little- Oh, why you little- (In the

   struggle, the shell holding Ariel's voice it broken and it goes back to her.

   Eric comes out of the spell as she sings.)

   Eric: Ariel?

   Ariel: Eric.

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

   Vanessa: Eric, get away from her!

   Eric: It - it was you all the time.

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

   Vanessa: ERIC NO! (The sun sets and Ariel becomes a mermaid.)

   Ursula: You're too late! You're too late! So long, loverboy.

   Eric: Ariel! (Ursula and Ariel go overboard.)

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

   to -

   Triton: Ursula, stop!

   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.

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

   (Triton attacks the contract with a fierce blast from his trident, to no

   avail.)

   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. But - I

   might be willing to make an exchange for someone even better. . . .

   (Cut to Eric rowing away from ship.)

   Grimsby: Eric! What are you doing?

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

   (Back to Ursula and Triton.)

   Ursula: Now! Do we have a deal? (Triton signs contract.) Ha! It's done then.

   (Ariel is released and Triton is withered as Ursula laughs.)

   Ariel: No . . . Oh, No!

   Sebastian: Oh, your majesty . . .

   Ariel: Daddy? . . .

   Ursula: (Picks up crown.) At last, it's mine. Ho, Ho . . .

   Ariel: You - You monster!

   Ursula: Don't fool with me you little brat! Contract or no- AAAAHH! (She is hit

   with a harpoon thrown by Eric.) Why you little troll!

   Ariel: Eric! Eric look out!

   Ursula: After him! (Flotsam and Jetsam attack.)

   Sebastian: Come on! . . .

   Ursula: Say goodbye to your sweetheart. (Ariel makes her miss Eric and blast

   Flotsam and Jetsam.) Babies! My poor, little poopsies!

   (On surface as Ursula grows beneath.)

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

   Eric: No, I won't leave you.

   Ursula: (Now very large.) You pitiful, insignificant, fool!

   Eric: Look out!

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

   The sea and all its spoils bow to my power! (She wrecks havoc, creates a

   whirlpool and raises some shipwrecks.)

   Ariel: ERIC! (He gets on board one of the ships as Ariel falls to the bottom

   of the whirlpool. Ursula attempts to blast her.)

   Ursula: (Laughing wickedly.) So much for true love! (As Ursula is about to

   finish Ariel, Eric steers the ship into her. She is impaled and dies most

   horribly. Eric collapses on the shore. The trident falls back to Triton and

   everything reverts to normal.)

   (Fade to morning with Eric on beach and Ariel watching from a distance.

   Triton and Sebastian look on.)

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

   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. (He turns her into a human and she goes

   to meet Eric. They kiss which fades into kiss on wedding day. Everyone is

   happy. Sebastian is attacked by Louis. He beats Louis up and returns to the

   sea.)

   Sebastian: Yes, Thank you, thank you. (Ariel and Triton hug.)

   Ariel: I love you Daddy.

   (Big finale while "Part of Your World" music plays. Ship sails off as

   Ariel and Eric kiss.)

   All: Now we can walk,

   Now we can run,

   Now we can stay all day in the sun.

   Just you and me,

   And I can be,

   Part of your world.