Tony and Penny had survived the blast, but were not in great shape. Tony seemed to be alright; a little pain, but at least he could move everything. "You know, I could get to like flying, but this falling thing gets old real fast." He stood up slowly so he wouldn't get dizzy. Looking around, Tony could see nothing but sky in all directions. He could see the palace and the hill it sat on, but they were small in the distance. They had to be pretty far away. Taking a few small steps, Tony found himself at the edge of a building looking down at cars and Toons that looked no bigger than matchboxes and ants. Tony retreated quickly before he got vertigo and fell over.

"Uuhh."

Tony looked around and saw Penny lying near the opposite edge of the roof. He hurried over, filled with dread that he might be seeing another dead body today, but to Tony's great relief, Penny was still alive. Barely. Her body was covered with small scrapes and cuts from skidding across the concrete roof. Her breaths came in shallow gasps and her left leg was sticking out from her body at a weird angle.

Tony gentle tapped Penny on the shoulder. "Penny? Penny, wake up. Please, say something."

"Uuhhnn."

"That'll do."

With many more moans, Penny slowly raised herself to a sitting position, but the instant she tried to more her leg, she let out a yelp of pain and collapsed onto her back.

"I think…my leg's broken," gasped Penny through gritted teeth.

"Come on," said Tony. "There's a door over there that must lead to some stairs. Lean on me. We'll get down from here and I'll get you to the nearest doctor." He started to lift Penny up.

"No," said Penny, pushing Tony's hands away. "There's no time. You've got to take the Toon Sword and hide. Max and Smithe will be coming to look for it."

Tony was incredulous. "I'm not going to leave you here alone. Suppose they do come here. You're in no shape to defend yourself."

"And what, you're going to defend me?" scoffed Penny. "What exactly would you do against those two or even a single M.A.D. agent for that matter?"

Tony shrugged his shoulders in a frustrated way. "I don't know, but I do know that I am not going to leave you here for them. You saved my life. I'm not about to abandon you. Now come on." Tony was just starting to reach down again to pick up Penny when they both heard a faint whistling noise in the distance. They both cocked their heads, listening to the strange sound which was quickly growing louder. After a few seconds, Penny recognized the sound. She frantically searched the horizon, finally pointing in the direction of the palace.

"A missile! Headed our way! Quick, get out of here!"

Tony's legs were already carrying him toward the door, but he had barely taken three steps when he abruptly stopped. He turned back towards Penny. "No."

Penny's head snapped up. "No? What do you mean, no?!"

Tony stepped between Penny and the missile, spreading his arms wide to make sure that the missile would hit him and not her. "I'm not going to leave you here."

"Blast it, Tony, don't you understand that this is not one of your Earth cartoons?" Penny tried to push herself up, but the pain in her leg was too much and she slipped back down again. "If that missile hits you, you won't simply get a little singed. You will die!"

"I know," Tony whispered.

Penny was so shocked, all she could do was blink as she stared at him.

"I know I didn't turn out to be the hero you thought I would be. I disappointed you and myself. I always though that if I ever got the chance to be a real super hero I'd be great. But, I'm just a coward and a klutz. Someone needs to stop those monsters down there and since it can't be me, it needs to be you."

Penny yelled at him to get away, to run, but Tony stayed where he was. He felt strangely calm. He though he should be scared (heck, he was about to get blown to pieces), but all his fear had left him. The only thing he felt was a fierce stubbornness. This would make up for his failure earlier. He'd be able to save a true hero who could free the Toon World. Tony closed his eyes and waited for the missile to strike.

BOOM! A huge shock wave rocked Toon Town as fire and smoke engulfed the roof of the building Tony and Penny had been on.

Smithe saw a death black mushroom cloud form over the financial district of Toon Town. He nodded to Max. "Scratch one princess and one Toon Master wanna-be."

"Why you…"

Smithe turned to see Jim leaping towards him with his staff, nimbly dodged the hero's attack just in time, and immediately countered with a blast from his axe that left Jim on the ground, clutching his stomach.

The other heroes were having similar problems. Max managed to pin Tom to the palace walls with a blast of wind from his lance so strong that not even Tom's muscles could fight it. Mary was too busy fighting off a fresh hoard of M.A.D. agents that had come out of the Blade Tanks and although she was still holding her own, she was hopelessly outnumbered. It wouldn't be long until her energy ran out. The Impossibles were still unconscious and the Robotic Stooges were a long way from pulling themselves together. (Curly kept trying to attach Moe's legs to his own body.)

Smithe took all this in at a glance, then calmly and deliberately stepped over Jim and raised his axe to take out yet another Super Star.

Tony had seen the missile coming. He had heard the explosion. He had felt the roof shake from the force of the blast. Despite all that, Tony wasn't sure if he was dead or not. If he was dead, it had been pretty painless so he supposed he should be grateful. On the other hand, he was still breathing (very hard mind you) and his arms were starting to get tired from holding them out his sides, trying to protect Penny from the blast. Even though his eyes were shut tight, Tony could tell there was some kind of bright light nearby. It could have just been sunlight, but there was also humming noise in the air; like the hum you might hear if you put your ear up to a light bulb.

After what must have been only a minute, but felt like hours, Tony felt a hand landing lightly on his shoulder. The touch surprised him so much, his eyes popped open. He looked over his shoulder and saw Penny's face. She had managed to pull herself on to her feet and was leaning heavily on her right leg. She was not looking at Tony; she was glancing around, trying to get her bearings. Tony looked around too. His arms flopped down to his sides and his jaw almost fell to the ground.

The light he had seen earlier was from a large dome that engulfed both teenagers and covered half the roof. At first Tony thought the dome was made of gold, but then he realized he could see through it. Not clearly through it; the outside looked fuzzy as if seen through a glass lens. Tony tentatively reached out toward the dome wall. His shaking hand found the surface smooth and cool. Tony had seen domes like this a hundred times on TV: a force field or shield. The energy in the shield swirled around them like dozens of golden fish.

Still fixated on the shield Tony asked, "Penny, did you make this thing?"

Penny's reply was so quiet Tony almost missed it. "Wasn't me. Look." Penny's face turned upwards. Tony followed her gaze. Above them, at the apex of the dome, was what looked like a bright ball of golden light. Tony and Penny had to squint and shield their eyes; it was like looking into the sun. As soon as they saw it, the light began to dim and the ball slowly lowered, like in Times Square on New Years Eve, until it was at eye level. Only then could they see the light for what it really was: the Toon Sword. It hung there in the air with a faint glowing aura. A beam of light from the tip of the blade was connected to the dome of the shield.

"What the heck is going on?" asked Tony.

Before Penny could answer, someone else did.

Tony.

He looked around, expecting to see another person on the roof, but there was no one.

Tony.

Again the mysterious voice spoke and Tony realized that he wasn't hearing the voice so much as feeling the voice, feeling it from somewhere deep down inside him and it seemed familiar.

"Grandpa?"

Tony. The Toon World is in danger from an unspeakable and familiar evil. The Toon Sword needs a Master who will wield its power for the betterment of Toon-kind. The Toon Sword has looked deep within and has chosen you to be its Master.

The instant of intense excitement that swelled in Tony was quickly tempered by a shadow of doubt. "I can't be the Toon Master. I was no good before and I was so scared."

Skills can always be taught, although never underestimate your natural talent. More importantly, you possess the one thing that every hero needs: heart. You proved today that you were willing to sacrifice yourself in order to protect those that cannot protect themselves. A hero must care for the people he protects. All good Toons are the Toon Master's people and you have already begun to care about them, even though you are new to this world. That is why the Toon Sword has chosen to give you its awesome power.

But be warned, no matter how much power this sword can give you, there is no guarantee that you will succeed. The path of the hero is dangerous and often deadly, but the rewards are great.

Tony cringed as a river to visions flashed before his eyes. They passed too quickly for him to see exactly what they were, but he was able to glean bits and pieces. He saw himself fighting, sometimes alone, sometimes with others. He saw himself winning. He saw himself failing. He felt the pure joy and gratitude of Toons that he would save and he felt the raw hatred that evil Toons would have for him, including one evil in particular which Tony could not see, but knew was waiting for him.

After the visions, the voice from within him rose up again, but it was different, stronger. Tony still felt his grandfather within it, but now more voices had been added-men and women, young and old. Hundred of voices had become one.

All this and more lies on the path of the hero. Do you want to take that path? Will you fight until you breathe your last, until all Toons live in freedom and evil is crushed into dust forever?

It was a very powerful question that carried with it a lifetime of responsibility, but Tony had no doubt as to his answer.

"I will."

Then grasp the hilt of your sword and speak aloud the words of power.

Tony's hand never wavered as he reached for the sword. As soon as his hand closed around the hilt, the golden aura from the sword traveled down his arm and surrounded him too. Along with the aura, a surging power and a strong sense of confidence filled Tony to the very brim until it felt like power was going to leak out his ears. The voice inside faded away, but not before uttering six very special words that Tony said as he raised the Toon Sword to the sky.

"BY THE POWER OF TOON WORLD!"

Bolts of lighting flashed from the Toon Sword and engulfed Tony in their radiance, hiding him from view. Power surged throughout his body as he felt himself changing. Penny, who had been silent all this time, looked on with a face full of surprise, wonder, and most of all, hope.