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Barry and Fitzhugh are captured by a giant Gypsy child, who turns them over to his uncles Carlos and Luigi. The others try to rescue them, and all but Steve manage to get captured as well. He manages to convince Pepi, who realizes his uncle will kill the little people, to help him. Pepi calls the police as a distraction while Steve manages to free Mark and Barry from a giant pipe organ. They then create a giant balloon and using a fire as a distraction, manage to sail away.