This tale follows six-year-old Bo and fifteen-year-old Prosper, two recently orphaned brothers who escape their impending separation by running off to Venice. There they have fantastical adventures with the mysterious masked figure known as the Thief Lord and his band of child followers, who show the boys all the magic the city has to offer.

In the San Marco scene, Hornet brings out a hardback copy of Cornelia Funke's Inkheart.

Bo:
Where have you been?


Prosper:
At the merry-go-round with Scip.


Bo:
Didn't work, did it?


Prosper:
Yeah, it did. Scip's all grown up.


Bo:
Really? But you're still my same Prop.


Prosper:
Are you disappointed?


Bo:
No. I'm happy.

Continuity: In the fight between the boys and the Aunt and Uncle where Mosca jumps the Uncle, Hornet is holding Bo in the long shots, but in the close-ups Bo is missing from the shot altogether.

Vocalist: Howard New
Bass Guitar: Joe Henson
Drums: Danny Cummings
Guitar: Mark Lo