Grundel learns Thumbelina escaped, and ventures out to find her. While trying to get home, Thumbelina is ambushed by Berkeley Beetle, who promises to show her the way home if she sings at his Beetle Ball. She reluctantly complies, but her bug disguise falls off during the concert and she is denounced as ugly. Beetle rejects her without helping her. She is next found by Jacquimo, who promises to find Cornelius. Beetle is confronted by Grundel and suggests that Grundel kidnap Cornelius and use him as bait to lure Thumbelina. Grundel coerces Beetle into partnership by removing his wings.