Then, after finding a girl mouse, a mouse who's parents are captured, they set off to find the great owl. She is preparing to move her family out of the field they live in as plowing time approaches, however her son Timothy has fallen ill, and moving him could prove fatal. Brisby visits The Great Owl, a wise creature who advises her to visit a mysterious group of rats who live beneath a rose bush on the farm.

Upon visiting the rats, Brisby meets Nicodemus, the wise and mystical leader of the rats, and Justin, a friendly rat who immediately becomes attached to Mrs. Fitzgibbon's rose bush, creating an elaborate habitation of beautiful chambers, elevators, and Christmas lights. However, the rats are unhappy in their dependence on the humans, who they are stealing electricity from, and have concocted a plan to leave the farm and live independently.

However, the evil Jenner and his unwilling accomplice Sullivan, who wish to remain beneath the rose bush, yet plot to kill Nicodemus during the move.

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