Goth and Throbb are now sporting collections of bands stolen from the bats they killed as they continue searching for Shade and Marina . Shade and Marina think the cannibals are ahead of them but realize they are wrong when they find the bands on a tree branch. After avoiding a passing owl, they finally get over the snowy mountains and head down towards a big city, where they discover a junkyard.

Hungry from the last chase, the two bats fly into the yard in search of bugs. As they fly around, they begin to feel like they are being watched. Their hunches are correct, as they are soon found and chased through the yard by Goth and Throbb, who are still hungry even after their massacre of Scirocco's colony. Shade and Marina hurtle themselves through a sewer grate to escape the two cannibals, and are successful as Throbb crashes into Goth and knocks him out cold. Shade and Marina find themselves in a new predicament, though: they have fallen into the slimy world of the rats ruled by twin kings, Romulus and Remus, and taken as prisoners. Above ground, Bathsheba's choice of roost spells disaster when it's revealed to be an airfield wind tunnel. Frieda gets her wing caught on a fixture while trying to save a young bat from the fierce wind, prompting Ariel and Mercury to fly to her rescue. They call for Bathsheba's help, but the leader, who couldn't care less for Frieda, thinks it's no use and tells them to leave her behind. But Ariel and Mercury, showing tremendous grit and courage, rescue Frieda from certain death and escape the tunnel. Remus, the war-mongering, paranoid rat king, informs the two teenage bats of his plan to give Shade and Marina to the owls in trade for leadership of the beasts. He and Romulus then settle down to guard but they both fall asleep. Shade and Marina quietly interrogate the two kings separately and, upon discovery that Romulus is the one true king, realize they must convince the deformed winged rat to fight against his insane brother. They do so by informing Remus that the great treaty allows for only one king, so Romulus would get the post as the real king. Remus plots to kill the owls in an ambush instead, but after the attack begins, Shade convinces Romulus to stand up for his rights by letting the two bats go. Remus declares there can only be one rat king and tries to push his brother off of a high junk pile, but Romulus pulls Remus down with him and, unlike his brother, escapes injury by gliding with his 'wings'. Amidst the rats attacking the owls, Shade and Marina slide into a building to escape, only to see a tall, fierce and familiar-looking shadow approach the opposite window.

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