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The Duke has finally caught the Questers and is holding them in his dungeon. He's elated because not only has he caught them but he's also getting married that day to a very rich lady. But when his bride sees Rex, the cockroach, she demands that the Duke get rid of him. The Duke is torn: Rex or Riches? Well, the Duke chooses riches and Rex is kicked out. Not to be outdone, Rex helps the Questers escape to get revenge on the Duke!