and forcing them to work in factories where the children's toys are burnt to form dark clouds over the city to block out sunlight, which he is afraid of. Mary suggests that they destroy the factories to scare him away. Unbeknownst to them, two of the Rat Kings spies report back to tell the Rat King that NC is alive and a boy again. The Rat Queen turns NC back into a nutcracker, then sends the Rat Dogs, a pack of robotic Rottweilers, to cut down the Christmas tree. When the tree falls, Mary suddenly wakes up in her own bed and runs downstairs to get NC. Her parents do not believe her when she tells them the events of the night. The next evening, NC comes to life again and tells Mary that he intends to round up an army to fight against the Rat King. Max wakes up and agrees to join the fight with them. NC goes downstairs ahead of them, to gather his friends but is kidnapped. When Mary and Max go downstairs, they find that NC, Tinker and Sticks are being held captive in the fire place by the Rat King and his minions. After briefly tormenting them, he kidnaps the toys and lures Max back to the city. After they leave, Mary discovers Gielgud, who escaped capture. They find a portal to the city in the house's attic, and after stealing disguises from a rat, search the city for their friends. They find the Rat King and Max in the city centre where toys are being taken from children to be burned. Max is horrified by this and asks to be returned home, but the Rat King imprisons him in his castle. They sneak into one of the smoke factories where they find Sticks, Tinker and an apparently lifeless NC. Mary rescues him from being burned and tells him that she loves him, which breaks the curse, bringing NC back to life and turning him back into a boy permanently. The factory workers, seeing their prince alive, begin to fight back against the rats while Mary and NC attempt to shut down the factory. The Rat King and Rat Queen decide to escape in a helicopter, kidnapping Mary and Max. Gielgud and NC manage to board the helicopter and fight the Rat King while Max successfully manages to land the aircraft into a pile