Banjo and Kazooie lost. There was nothing to prevent Gruntilda from becoming beautiful anymore. "Banjo's game ends in my tower, turn it up, I need full power!" Klungo obeyed his mistress's orders and pressed a few button's on the panel. "Yessss, your Gruntyssssship. Transsssformation sssssoon be complete," he slurred. And he pulled the lever.

The machines that resembled washing machines began to whir and vibrate as electricity surged through them. In the left pod, Tooty's voice squeaked in fear as she felt her body change. "Help me, Banjo! I feel all funny..." In an instant, Tooty's fur turned a sick green color and she became fat, making her shirt shrink and her pants expand. She got so fat that her legs shrunk down. Then her feet grew long and ugly. To accommodate her stout legs, her arms grew long and gangly and her paws turned into claws. Her snout elongated and her black nose grew bulbous. Her eyes became asymmetrical with one eye dwarfing the other. Fangs popped from her lips and her voice became a raspy growl. The only trace left of Tooty now was her blonde pigtails.

In the other machine, Gruntilda was experiencing the opposite effect. Her rolls of fat transferred to Tooty and she became thin. Her warts and other skin maladies disappeared from her green skin, making it perfectly smooth. Black shoulder length hair grew and tickled her neck. Her legs grew long and her chest extended into natural large breasts. Her eyes became symmetrical, her nose became small and cute and her long pointed chin became short and connected to a swan-like neck.

Finally, the machines stopped. "Bear and bird finissshed," Klungo grunted. "Grunty winsssss!"

The door to Gruntilda's pod opened. White steam blew out and out stepped the new Gruntilda. She was no longer a fat and ugly hag, but a pretty and thin young vixen. She looked herself over and smiled, showing perfect white teeth. Her voice changed too, going from raspy to breathy and lustful. "Look at Grunty, she's a beauty! I'm so much prettier than Tooty!"

"Oh, you are, Mistresssss," Klungo grunted in excitement.

Gruntilda turned to face the pod containing the monster that was now Tooty. Finally, the door opened and Tooty lumbered forward as a green gas billowed out. She started swatting the air and growled, "Banjo! Your sister wants a word with you...NOW!"

Gruntilda could only cackle as Tooty came to realize what she had become. "Thank you, Tooty, for making me a beauty! Now go back home to Banjo and Kazooie!" With a snap of her fingers, Tooty vanished and reappeared outside her lair at Spiral Mountain. "Grunty told Banjo she's fine with me," the witch rhymed. "And as I promised, she's now let free!"

"Now what, Missstresss?" asked Klungo.

"You're dismissed, now let me be. I want to take a look at the new me." Gruntilda waved her henchman away as she walked to a mirror hanging on the wall. She looked amazing. She looked nothing like how she imagined she would be when she absorbed Tooty's beauty, she looked better! An hourglass figure, a perfect face, she was truly the fairest of them all! "Grunty did not expect this much success, look at me in my pretty dress!"

Gruntilda couldn't wait contact her two sisters Mingella and Blobbelda and show off herself. They would be so jealous! But first thing was first, she had to get some new clothes. Now that her old clothes would never be able to fit her, she had to buy something that would fit her new self. "I think there's a spell catalogue I once found, for the occasion I dropped a couple hundred pounds."

She thought of Tooty, and how she would never be able to live a normal life now. Perhaps it was a form of pity, but she decided she would have some use for her. Ah, but she'll deal with her later. Right now, she had to give herself a new wardrobe.

(!)

After casting the appropriate spell, Gruntilda marveled at her new clothes: a skirt and dress that hugged her new hourglass figure, a pair of stiletto boots and a pair of fingerless black gloves. The only old accessories she kept were her pointed witch's hat and purple striped scarf. That way she would be at least recognizable and give the people a shock once they see what she'd become.

(!)

Outside the witch's lair, it had begun to rain. Tooty hid herself in a cave in Spiral Mountain. None should ever see her face ever again, not even her family. She hated how she looked. She hated Gruntilda for turning her into a monster. But most of all, she hated Banjo. Why couldn't he save her? So now, this was her new home, far away from anyone who might see her and either scream in fright or laugh at her upon recognizing her. "I am a monster now," she groaned sadly. "So I must live like a monster."

"I almost pity you, little bear. But tell me, would you feel better in my underwear?"

Tooty let out a roar when she heard the voice. "GET OUT!"

"Is that any way to treat the person who wants to give you a home? Or would you prefer to live in the dark like a gnome?"

Tooty lumbered away from the witch. "I would rather stay in this cave and eat fish for the rest of my life than stay with you!"

Gruntilda chuckled. "Is that how you want to play? Fine, then I can let you stay. But let it be known, little thing, this will be your last chance to come under my wing."

"Why should I? You made me like this!"

"No, Banjo did for not rescuing you. You can deny it, but you know it's true. So heed Grunty and hear what she has to say. If you become my minion, I'll give you a better place to stay." She could see the look of uncertainty on Tooty's face. "If you come with me, I'll let you live in a place where you'll never be mocked or feared with that ugly face." The witch chuckled as the monster snorted at her. "Suit yourself." And she turned to leave.

Tooty thought it over. Work with Gruntilda, the woman who turned her into a monster? Never! But, then again, where was she going to get new clothes to keep her warm? And who would feed her? She hadn't exactly learned how to fend for herself yet. "Wait." Gruntilda stopped. "Okay. I'll do it," she gagged before she finished her sentence, "Mistress."

Gruntilda smiled. "But before you begin your life anew, I have a present for you." She handed the ugly monster a black fabric. "Now that you're a big ole lump, here's the frock I promised to hide your rump."

(!)

And so, Tooty's old life as a cute cub was over and her new life as a minion for Gruntilda the witch began. Grunty did keep her promise to let her live in a new home: Mad Monster Mansion. And, to her dismay, was given a new batch of clothes that could fit her: Gruntilda's old ones. For now, she wore the frock she given as she looked at herself in the mirror. "This is my new life now. Might as well make the best of it." Starting tomorrow, her job was to tend to her new mistress's needs, whether it was to lumber around the lair and ward off intruders, apply her mistress's makeup, and whatever else she could think of. As she was settled into her bed, she recalled the "benefits" of being a minion: no chance of promotion, no days off and no pay. But Gruntilda promised if she was good and obeyed her, she'll give her food on her table no matter how small it was.

(!)

Meanwhile, Gruntilda was on the phone, making a call. "Yes, tomorrow come, Mingella and Blobbelda. You're about to get a surprise from Gruntilda!" She hung up. That's when she felt a presence. "What's wrong with that look Brentilda, that I see? Are you jealous of pretty old me?"

Brentilda, the witch's fairy godmother sister, appeared in a tinkle of bells. "I wish I had learned how to do curses in magic school," she said in that sweet voice. "So that I can make you see your old ugly self in the mirror despite the fact that you look undeservedly beautiful!"

"Too bad you didn't do that or drop a house," the prettier witch laughed. "Now my face is cute and Tooty's is as ugly as a sow's!"

"I still have a spell or two I can use!" She raised the magic wand, but before she could even say a single magic word, Gruntilda blasted her with a green ball of magic. When the light vanished, there stood a toad with Brentilda's beehive hair and glasses with a magic wand beside her.

"Now let's see you say anything other than croak," Gruntilda chuckled as she picked up the wand. "Though I must say, you look better as a toad." The toad hopped at her in an attempt to grab the wand, but her evil sister held it away from her. "Oh, do you badly want this wand? Then try to take it while in Bubblegloop Swamp!" And with a snap of her fingers, Brentilda the toad vanished.

Now alone, Gruntilda was left to wonder, where did she go from here? True, she was the fairest in the land, and no doubt be the target of lovesick boys and jealous girls, but what else could she do? Eh, she'll think about it when her sisters arrive. Then she felt her stomach growl. She knew she would have to watch her diet. "I knew I said burgers, crisps and chips once more, but I don't want to go through being skinny again anymore." Tooty was the most beautiful girl in the land now, and her beauty made Gruntilda skinny, so there was no one else to use the machine on to make her thin again should she grow a few pounds. She'll have to learn how to moderate her eating to prevent being fat again.

(!)

Eventually, two witches appeared in the lair: one was as skinny as a bone with a long, pointed nose and pink hair and the other was fat with orange hair with freckles all over her wart-covered skin. In her arm was a grey Persian cat named Puddles.

"So Mingella," the fat one said in a deep voice. "Grunty's surprise, what do you think it is?"

"Said, she didn't, Blobbelda," the thin one said in a scratchy voice. "But knock us off our socks she said it would."

"Oh, there are you are, you've finally come to see," a voice they didn't recognize said as the sound of footsteps came down the stairs. "the beautiful witch that is now me!" The footsteps stopped and the two witches gasped at the sight of the witch that stood before her.

"Who are you?" asked Blobbelda.

"Oh, Blobby, you still don't know? Then again, you always were so slow."

Mingella's jaw nearly dropped off its hinges. "G...G...Grunty?!"

"Grunty that's not," the fat witch said. "Who are you, and playing pretend you must stop!" The beautiful witch then picked her nose and flicked the booger away. "Oh, yeah. That's her."

Mingella pointed a shaking finger at Gruntilda. "How...how...?" She couldn't even pronounce a single world. Then she said, "Nice Grunty looks. Lost weight you have."

"Mingy, is that all you have to say?" Gruntilda asked. "Then again, if you were me, I would be the same way." Then she added seriously, "But you're not me. And you never will be."

(!)

The three witches eventually met in Gruntilda's main room. "Answer my question you didn't," Mingella said. "How did you..."

"Funny thing you should say," the pretty witch said. "I remember it like it was yesterday." That's because it was. "My stupid cauldron said to me one day, that a vain little bear was prettier in every way! I thought she didn't deserve it, so I made a plan that would make it fit! I took her and put her in a machine that, so I was told, made me young and the vain bear old! And now, as you can see, the prettiest girl in all the land is me!"

"So I see," Blobbelda said as she and Mingella eyed the beauty transfer machine. There it was, that hint of jealousy.

"Don't even think about it," Gruntilda warned. "Lest you'll find yourself buried in a pit!" Her fingertips crackled with magic.

"We weren't!" Mingella said frantically. "But, would it be okay, if use the machine we were?"

"Hmm," Gruntilda said, tapping her chin mockingly. "why?"

"Well," Mingella said. "Would it be fair if we were pretty too? I mean, not as pretty as you, but...maybe average?" Gruntilda pretended like she wasn't so sure about that. "Oh, come on! Sisters we are!"

"I don't know," Gruntilda teased. "if I should. I mean, why should there be three pretty witches in the neighborhood?"

Mingella groaned in frustration. "Pretty as you we won't be! But it would be nice to have a shorter nose."

"And nice to walk up a flight of stairs without panting it would be," Blobbelda added.

Gruntilda thought it over. "Well, I suppose I could give you a make ovah," she thought. "If you can help me with a little dilemma."

"What?"

"Well, you see, I am pretty, yes, it's true. But I don't know what else to do. I want to she the world the beauty I am now, but the problem is I don't know how. So, here's the deal, if I give you the beauty you need, can you help me with this little deed?"

"Yes, we can," Blobbelda said. "But only after the machine we use."

"On one condition," Mingella said. "Annoying your rhyming is, so stop or we won't help."

Gruntilda frowned. "Then get the machine you will not and you two will stay as ugly as a pot!"

"And you won't get any help from us!"

Gruntilda frowned deeper. "Oh...if I must. But I get to rhyme on certain occasions, deal?"

"Fine. Deal."

"Deal." Gruntilda then walked over to a map of Isle o' Hags. "So tell me, girls, what beautiful girl did you have in mind."