Jafar muses about his conquering of Agrabah while the Heartless continue their search for Jasmine. Maleficent appears and asks if he's captured everyone who would stand in their way. He replies that he has, and shares his certainty that the Heartless will locate the city's Keyhole. She asks about the Princess when Iago perches on Jafar's shoulder and informs him that Jasmine has disappeared. Behind a nearby merchant stand, Abu peers over his and Jasmine's hiding spot, and is promptly yanked down by Jasmine. Maleficent reminds Jafar of Jasmine's importance and he agrees, saying that Jasmine is one of seven princesses who hold the key to opening the final door whereupon they'll become the rulers of the universe. He asks if that's correct, but Maleficent simply advises him to not be consumed by the Heartless before disappearing. Jafar brushes off Maleficent's advice is unnecessary and leaves the scene.
Jasmine, noticing that it's safe, thanks Abu for his help and comments about her disbelief that Agrabah has been taken over by Jafar. She wonders about Aladdin's safety, only to be ambushed by a group of Heartless.
Meanwhile, in the desert, Aladdin is telling Sora, Donald Duck, and Goofy (who are sinking in quicksand) about Jasmine and compliments her beauty, but notes that she won't ever fall for a guy like him. Sora and Donald say otherwise and Donald reminds him to help them of the quicksand. Aladdin snaps out of his daydream and takes out a lamp, summoning the Genie within it.