As Riff Raff and his newly acquired gang is being pursued by the prison guards, Shoeshine Boy is finally able to change into Underdog and fly to the prison. At the shore of the river, Riff reveals to his gang that he has all the components of the Ghost Ship of Captain Kidd. They begin to start rebuilding the ship. When asked why the disguised little guy isn't helping, Riff responds, 'Just in Case'. Just as Underdog arrives at the bank of the river, Riff and the gang set sail, but Underdog cannot see them in the Ghost Ship. After escaping, Riff goes on a crime spree robbing all ships on the sea. Underdog cannot find them since they are invisible. To assist Underdog, Polly hides in a crate on board a merchant ship so that when Riff robs the ship, she can call for Underdog.
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