Toon Force One was the personal spaceship of the King of Toon World; about as long as a football field and half as wide. The oval-shaped ship was coated with a strong titanium alloy that could block lasers and missiles from enemy spacecraft and even blunt collisions from the front or sides. Two large triangular wings jutted out from the sides with a pair of smaller wings above to improve maneuverability while in the atmosphere. Underneath each wing was a missile turret that could hold up to fifteen missiles each. A pair of laser guns was mounted on the front of the ship and on the roof was another pair that could rotate three hundred and sixty degrees to fire in any direction.

Although the outside of the ship was threatening and deadly, the inside was actually quite comfy and homey. Trips through space could sometimes take many hours, days even, so why not travel in style? Thick carpets covered the floor of the main sitting area. Overstuffed leather armchairs and couches sat in front of a huge 75" plasma screen television which could double as a two-way communication screen. Shelves of books and video game consoles lined the inside walls. Toward the back of the ship were sleeping quarters for royalty, the Super Stars, and any diplomatic guests that might be on board. There was even a fully stocked kitchen and waiting staff that prepared meals and snacks.

The King didn't do much traveling these days, what with Dr. Claw waging war and all, so he let Tony and the Super Stars use his ship. They couldn't be more psyched.

"This is going to be great," said Tony, smiling broadly as he sat down in one of the leather chairs. "My first official mission as Toon Master and my first official visit to a Toon planet."

"You've been to other planets before, Tony," pointed out Mary.

"Yes, but that was just for training or visiting. This is official business," explained Tony, using air quotes for "official business". "Somehow that makes it seem more exciting."

"Just promise us that you won't geek out on Rainbow Brite like you did with Spiderman last week," said Penny.

"I just asked for his autograph," said Tony, shrugging.

"…while he was saving people from a burning building."

"It was only a two alarm fire."

Penny threw up her hands. "I give up."

"It's just unprofessional, Tony," said Jim from across the room. His head was bent in concentration over an arcade game. "You're a super hero now and people expect you to have a certain degree of maturity." At that moment, the arcade game beeped and the screen flashed. "GAME OVER?! Why you stupid…" Jim started to kick the side of the game while yelling venomously at it.

Mary sat down on the chair next to Tony. "I know you're excited and you still haven't completely gotten over the shock of finding out that Toons are real people, but if you keep acting like a crazed fan around every Toon you meet, it will only work against you. As Jim said, it's not professional. As a super hero, and more importantly, as the Toon Master, people have a high expectation of you.

"All right, all right, I'll be good," said Tony. He was frustrated, but he couldn't really get mad at Mary. She was just too sweet.

"Good," said Penny gruffly. "And remember what we talked about. Be sure not to do or say anything to reveal that you're half human."

"Remind me again why it's a bad idea if people know I'm half human," said Tony.

"Well, there is that whole bad-guy-using-your-loved-ones-against-you-if-they-find-out-your-secret-identity thing," said Tom from the couch in front of the TV.

"Besides that, well…," Mary paused, as if unsure how to best say what she wanted. "Most Toons tend to be a bit…intolerant…of humans."

"Intolerant?" asked Tony, shrugging.

"Most Toons seem to think they're a bit…" Mary bit her lip trying to think up a suitable word that wouldn't offend Tony.

"Stupid?" said Tom.

"Primative?" said Penny.

"Barbaric?" said Jim.

"Not the words I would have chosen, guys, but basically yeah," consented Mary. "If word got out that the Toon Sword chose a half-human as Toon Master, people would not only lose respect for you, Tony, but also for us and even the King."

"But that doesn't make any sense," protested Tony.

"It's prejudice, Tony. You can't explain it."

"True."

"Just be sure to keep your guard up," cautioned Penny.

A crackling adult voice spoke over the intercom. "We are now approaching our destination. Estimated time of arrival is five minutes."

"Planet on screen, please," ordered Penny.

The TV screen flickered, interrupting the movie Tom was watching ("Hey, it was at the best part."), and the planet called Rainbow Land was visible. Tony knew from Earth television that Rainbow Land was the home of Rainbow Brite, a kind and caring girl that was responsible for maintaining the color throughout the entire Toon World. Creating color might not seem like an important job to most people, but color was closely connected to emotions. A lack of color could drain a person's energy and make them feel depressed and boring; and two things the Toon World defiantly was not were depressing and boring.

Rainbow Land was small as planets go, much smaller than Toon Town. Most of the surface was covered in lush green vegetation with patches of wildflowers that looked like plates of stained glass on a green carpet. There was no ocean, but several lakes were clearly visible. Also visible was a dark grey spot near the bottom of the planet, similar to the Red Spot on Jupiter. It stood out like an old scab on the world's surface and was surrounded by an everlasting curtain of dark, menacing clouds. This was the area known as The Pits. It was here that Rainbow Brite's main enemies Murky Dismal and Lurky lived and schemed how to erase all the colors from the world.

Toon Force One landed in a clearing just outside of Rainbow Land's only city. As Tony exited the ship, he breathed in sweet smelling air that was so much fresher than any on Earth. Everything seemed so much brighter here: the sunlight, the tree leaves, even the forest animals and Tony felt his own happiness and excitement swell because of that. However, that happiness began to ebb as the team made there way through the city. There wasn't anyone in sight.

"Where is everyone?" asked Tom.

"Yeah, this place is usually Sprite central," said Jim. Sprites were the main inhabitants of Rainbow Land. They were short, furry creatures that came in all colors and spoke in high pitched voices.

"Maybe they're all up at the Color Cave?" suggested Mary. The Color Cave was the mine where the Sprites dug out the Color Crystals which were then refined into the star shaped Star Sprinkles that Rainbow Brite used to spread color.

"I don't like this," said Penny. "It's way too quiet. Even if they were at the cave, there should still be plenty of Sprites in town."

"We might as well go check it out," said Tony. "We have to go up to the Color Cave anyway." So, the Super Stars made their way up the side of a mountain path that lead to a large cave opening lined with a rainbow arch. Patches of multicolored light lined the ground in front of the cave mouth. When the teenagers arrived, they saw several sprites wearing hard hats, carrying picks and slowly pushing cart after cart out of the cave. Each cart was filled to the brim with Color Crystals.

"Looks like everything's okay here," said Tom.

"I wouldn't be too sure," said Tony slowly. "Take a closer look at the Sprites." Tom and the others did and they saw what Tony meant. Each of the Sprites had their eyes only half open and their shoulders were hunched. They moved like sleepwalkers; there was none of the usual spring in their step. Plus, none of them seemed to have notice the Super Stars arrival.

"Hello. Hello!" Tom jumped up and down, waving his arms until they seemed like they would fly off his body, but the Sprites didn't even look his way.

"You're right, Tony. Something weird is going on here," agreed Jim. Unconsciously, he fingered his weapon, a short green rod, attached to his belt. The other Stars did the same with their weapons.

"Come on, let's take a look inside." With Tony in the lead, the Super Stars entered the cave.

Instead of being dark and dank, the Color Cave was a bright a cheerful place. The walls passed through every color of the rainbow and all around them the faint glow that came from the walls themselves generated enough light so that Tony could see everything. And what he saw were Sprites; sprites digging Color Crystals out of the walls and others stacking them in empty carts. These Sprites – just like the ones outside – took no notice of the visitors.

"This is so unlike them," said Mary. "What do you think could have caused this?" She had barely finished the question when a loud grumbling noise came from somewhere deeper within the cave. Tony and the Stars each drew their weapons, getting ready to attack the unseen horrors they were imagining as the noise grew louder, but it was also getting higher in pitch until it became not so much a grumble as a squeak. Three Sprites, a red one, a green one, and a blue one, ran out of a tunnel straight towards the Stars, jabbering away in their gibberish language.

The Super Stars put away their weapons and squatted down, trying to calm the agitated Sprites. "Easy, easy, settle down," soothed Mary. "Tell us what's been going on." The red Sprite took a deep breath and started talking quickly again. Tony was about to ask if anyone could translate for him when he realized that, no doubt due to the Toon Sword's magic, he could understand the Sprite's squeaky language.

"Big flashes of light in the sky over The Pits. Rainbow Brite went to investigate. Told Color Kids to stay in the Color Castle and Sprites to stay in Color Cave. We stay in here. Keep working. Very nervous. Yellow giants march into cave. Shoot everyone with green lightning from red hats on heads. Sprites all get sleepy. Giants not notice three of us hiding."

"Yellow giants?" asked Mary to both the Sprites and the Stars. "What in the world are yellow giants?"

It quickly became unnecessary to answer Mary question since at that moment a shadow fell upon the entire group. Everyone looked up to see three towering robots, their heads almost scratching the roof of the cave. The light from the cave walls reflected off their golden bodies. A large ruby sat like an exposed brain on their heads directly above red glowing red eyes that held no emotion.

"Maybe we could ask them what the yellow giants are," said Tom.

The robots just stood still, looking down at the Toons as if they couldn't quite figure out what they were and what they should do about the newcomers.

"What say we get out of here really slowly," suggested Penny.

"What say we get out of here really quickly," retorted Jim.

It seemed that the robots had made up their minds. The ruby on the front robot lit up with a green light. Penny yelled "Move!" and the Stars grabbed the Sprites and dodged just as a green ray shot out of the robot's eyes. The other two robots joined in and soon the cave was filled with blasts of green energy. The Stars took refuge behind rocks and huddled the remaining three Sprites next to them.

"We have to get the Sprites out of here," cried Mary, hugging the blue Sprite.

"We'll have to make a run for it," said Tony. He would have loved to stay and fight, but Mary was right; their first priority was getting the Sprites to safety. Next to Tony was Jim, who was trying to hold on to the green Sprite, but the Sprite was so scared and thrashing against Jim's grip so much that he broke free and ran for the cave opening. Tony and Jim called at him to come back, but the Sprite ignored them. He might have made it since he was behind the robots, but what no one had noticed was that each robot had two additional eyes in the back of their heads. Thus, one of the robots saw the green Sprite and hit it with the green ray. The green Sprite then became slow and hunched and joined the other Sprites at work in the cave.

Tony saw this and realized, "The robots aren't trying to vaporize us. They're trying to hypnotize us."

"Small comfort," said Jim.

Tony turned toward the other Stars who were hiding behind another boulder nearby. "Penny. Help me reflect the rays back at the robots." Penny nodded and drew her sword as Tony drew the Toon Sword. As one, they rolled out from behind the rocks and used their swords to bounce the hypnotizing rays back at the robots. The robots didn't get put under their own spell, but the beams did seem to short circuit them a bit. That was all Tony and Penny needed to slice the invading robots into pieces. The destruction of the robots didn't seem to break the spell on the Sprites though. All of them were still at work, not even glancing at the battle that had happened mere feet from them.

"What are we going to do about them?" said Tony, waving his hand at the entranced Sprites. "How are we going to snap them out of it?"

"We'll probably need to take out the power behind the robots," said Jim. "And you know there's more than just those three hanging around."

"This little guy said the Color Kids were at the Color Castle," said Penny. "We better check to make sure they're okay and then find out what happened to Rainbow Brite."

The Super Stars left the cave and had barely started down the mountain when they noticed some kind of commotion coming from the tall yellow castle in the middle of the city.

"What's going on down there?" asked Tony.

Mary took out a pair of small binoculars and stared down at the city. "It's more of those giant robots. It looks like they're trying to get into the Color Castle."

"Well, let's go turn them into scrap metal," said Tom, punching his palm.

"Yeah," agreed Tony. He drew the Toon Sword and held it up towards the sky.

"BY THE POWER OF TOON WORLD!"

Golden lightning leaped from the Toon Sword and seared through Tony's body, inundating him with awesome power. A brilliant flash of light and Tony now stood as the Toon Master, gold and red costume ablaze in the sunlight and gold cape flapping in the mountain breeze. Likewise, the other Super Stars drew their weapons and transformed into superheroes: Penny in her blue martial arts uniform, Tom in his metal breastplate and fur shorts, Jim in a green jumpsuit and headband, and Mary dressed entirely in back with her face covered.

Going back down the mountain path would take too long. But then, why walk when you can fly? With a giant leap, both Tony and Penny took to the air and sped like a bullet towards the color Castle. Neither Jim, Tom, nor Mary had the power to fly, but they did have ACME brand jetpacks which were almost as good. The quintet of heroes kept low to the ground, weaving around buildings so the robots wouldn't spot them. It only took them a minute to reach the city's center where they found at least fifty of the golden robots pounding on the doors and walls of the Color Castle, attempting to get through.

Tony had a sudden flashback to his very first battle at the Toon Palace where M.A.D. agents had similarly tried to break in. He remembered the fear and helplessness he had felt, but he couldn't let that influence him now. Shaking his head to banish the images, he shot straight for the nearest robot and landed a size 7 flying kick right in its back. The robot toppled over, taking out three others around it. The sound of the crash alerted the other robots to the Super Stars arrival. They abandoned their attack on the Color Castle and advanced on the heroes.

The Stars clumped together, back to back, as they were slowly surrounded. "Right," said Jim, "now let's not be greedy. There're plenty of robots to go around." As one, the Super Stars surged forward as green ray beams flashed in every direction. Jim used his staff to vault over one robot and knock its legs out from under it. Twirling his staff, he just barely blocked a blast from another robot, then shot a green laser of his own from his staff. The laser left a smoking hole in the robot's chest. With a mighty yell, Tom flew out of nowhere onto the robot and started smashing the ruby on the robot's head with his mace. The robot crumbled, but Tom kept smashing.

"Tom. Yo, Tom! I think you got him," said Jim.

Penny was using her expert sword skills to slice the robots apart until a stay beam blasted the sword out of her hand. Attempting to take advantage of the unarmed princess, one robot swung its massive arm down on Penny, intending to crush her. She caught it and used the robot's momentum and her super strength to fling it to the ground.

Mary tried to use her ninjisu powers to throw bolts of lightning at the robots, but she wasn't powerful enough to pierce their golden armor. Switching gears, she drew her sai and began taking out robots by attacking their glowing red eyes. She managed to take out five before she was caught in a rope net that had been shot out of the chin of one of the robots. She tried to cut herself out, but was pulled to the ground and dropped her sai as the robot started to drag her towards it. Summoning her ninjisu once again, Mary disappeared from the net in a puff of smoke. The robot stood stunned for a minute before Mary plunged both sai into its back.

Tony was attempting to battle his way through the robot throng to the Color Castle to make sure the Color Kids were still alright. The Toon Sword easily sliced through the robot's armor. He decided that now was a good time to test the new skills he was learning in his training. Sheathing the Toon Sword, Tony concentrated and began gathering energy in his arms which began to glow a bluish-purple color. When his attack was ready, he faced a line of advancing robots, spread his arms out wide and shouted.

"Plasma Pulse"

Binging his arms together, Tony released the stored energy and a bright blue-purple disk flew from his arms, energy crackling around it. It sliced cleanly through the first robot it hit and managed to damage nine robots behind it before the disk finally dissipated.

"Wow," said Tony, startled by his own strength. "This job just keeps getting cooler and cooler." He looked around and saw that all the robots had been destroyed. Jim and Penny were picking up pieces of the robots and examining them.

"Looks like your standard robot drones," said Jim. "Kinda low tech actually. Definitely not M.A.D. machinery."

"Then where did they come from?" asked Mary.

"We can find out later," said Tony. "Right now, let's check on the Kids." Tony strode to the front door of the Color Castle, but before his hand touched the handle, the door opened to reveal eight kids (two boys and six girls), barely over four feet tall and all looking very nervous. Their outfits and hair were color coded according to the color each Kid was in charge of: Red Butler, La La Orange, Canary Yellow, Patty O'Green, Buddy Blue, Indigo, Shy Violey, and Tickled Pink. All the Color Kids hesitated inside the door frame for a minute, unsure whether the robot pieces lying on the ground might spring up and attack them again.

"It's alright," said Mary softly. "The robot won't hurt you any more."

Deciding that it really was safe, the Color Kids approached the Super Stars with Red Butler in the lead. His flaming hair and dark red cape both wavered in the slight breeze. "Thanks a lot, Super Stars, for helping us out."

Canary Yellow nodded in agreement, her hands folded as if in prayer. "Those horrible machines had almost gotten into the Color Castle." Her voice was almost a whisper and she still seemed very shaken.

Buddy Blue, in his athletic gear, was very excited. "But you showed them a thing or two."

"That's right, my man," said Jim, giving Buddy a high five.

"But who is this?" asked La La Orange in a slight French accent and pointing at Tony who was standing in the background and trying not to look like a fan at a rock concert.

Penny beckoned Tony closer. "Allow us to introduce the newest Toon Master, Tony."

Each one of the Color Kids insisted in shaking Tony's hand and personally thanking him for destroying the robots. Tony took the thanks in stride, but all the same, it felt good to be acknowledged for something. He got precious little of that at home.

"Have you seen any of the Sprites?" asked Patty O' Green, a worried look on her face. "They all just disappeared right before those robots showed up."

"They are in the Color Cave," explained Tony. "It looks like the robots have hypnotized them to work for them."

Shy Violet nodded thoughtfully. "They must have been equipped with some kind of synaptic scrambling device most likely generated by a matrix of lasers in their cranium unit."

"Uh…That's what I would have guessed," said Tony. "So, where is Rainbow Brite?"

All the Kids looked off towards the grey mountains that marked the boundary of the Pits. It was Canary Yellow who answered. "When the Sprites first started disappearing, Rainbow thought it might be one of Murky's schemes, so she went to the Pits with Twink and Starlight. That was hours ago."

Tony turned to his friends. "Rainbow Brite's powers don't work in the Pits. She could be in trouble. We should go and find her."

Penny picked up one of the robots heads. It was so large she couldn't get both her arms around it. "We better have Mike scan this thing first so we know what we're dealing with. Let's get back to the ship. Come with us Kids, you'll be safer."

Everyone followed Penny back through the woods to the clearing where Toon Force One was parked, unaware that up on a mountain peak in the deepest part of the Pits, they were being watched by Smithe, general to the evil Dr. Claw. His dark gray metal armor gave a dull clunk as he shifted his weight from one foot to the other. With his high powered Spy-Noculars, he could easily see every move the Super Stars made. Standing next to him was Dr. Claw's other general, Max, nervously extending and retracting his Element Lance, a powerful weapon capable of creating rockslides, fireballs, cyclones, tidal waves, lightning bolts, and decaf lattes.

"I didn't know the Super Stars were going to be in Rainbow Land," said Smithe, still looking down into the colorful city.

Max glanced at Smithe, down into Rainbow Land, then back up to Smithe. "Dr. Claw isn't going to like this, Smithe."

Smithe glared sternly at Max. "Who are you? Boo Boo?" He casually began observing the Super Stars again. They had just reached the clearing where their ship was parked. "You've got a point, though. Dr. Claw would be very angry IF he knew Tony was here, especially after YOU let him beat us the first time."

"Me?!" said Max indignantly. Before he could argue, Smithe cut him off.

"I guess we'll have to take care of them before Dr. Claw finds out they're here."

Max recoiled from the statement. He remembered their last fight with the Toon Master quite vividly. It had only been Tony's first battle, but he had still managed to easily take down not only Smithe and himself, but a whole army of robotic M.A.D. agents. He was definitely not looking forward to facing Tony again. He tried to calm himself down. "Well, at least this time we've got some allies." He held out his hand as if in introducing the two figures standing in the shadows to Smithe's left and also gazing down at the city.

Smithe scoffed in disbelief. "Right. Our oh-so-powerful allies." He turned to the figures. "A fat lot of good your robots were."

The taller figure, a young woman with bright red hair, turned haughtily away from the two M.A.D. generals. The cape of her black dress fell down the entire length of her thin body and dangled just above the grey dirt. When she spoke, she sounded like a pouting little girl. "It's not my fault. I agreed to capture the Color Kids for you. You didn't tell me another bunch of brats would be coming."

"One of those brats is the Toon Master. Dr. Claw wants him dead."

The other figure, a short stout old man with a long white beard, rushed forward. His skin was green like a Martian's and his eyes burned red just like the robot's eyes. He had sharp fangs like a vampire. "The Toon Master? Are you sure?" He turned to the woman, or rather the woman's back since she still refused to look at any of them. "This new Toon Master is said to be quite powerful, Dark Princess."

The Princess finally turned around. Her scowling eyes were framed by arches of thick purple makeup and her pink lips were pulled back in a snarl. A gold and white crown framed her face. Her red hair gave the illusion that the crown was on fire. Several diamond necklaces hung around her neck and every finger had a jeweled ring on it.

"He's not more powerful than me," she shouted. "No one is more powerful than me."

Smithe chuckled. "Oh, yeah. You really showed him." He gestured down the mountain to the city. "I bet Tony's shaking in his cape right now."

"Shut up," shouted the Princess. She stalked over to Smithe and got right in his face. The anger in her eyes transformed her face into a ghastly mask. The muscles in her arms stiffened and small purple sparks shot out from tightly balled fists. Smithe stared back impassively the whole time.

Max and the squat old man each took one of the Princess' arms and gently pulled her away from Smithe. "Please, calm down, Your Highness," said the old man in a silky voice. "Your power is vast, of course, but why not let M.A.D. assist us in destroying these insects. After all, you have your revenge to think of and these others are not worthy of your attention."

"Let go of me," cried the Princess as she wrenched her arms free. After a couple of deep breaths, she cooled down and her voice regained its child-like quality. "Your right, Count Blogg. I can't afford to waste my time with these brats." She looked at Smithe and Max. "You two can use the rest of my army to destroy those children."

Max bowed deeply. "Thank you, Your Highness. It will be our honor."

Smithe bowed as well, but in a mocking sort of way. "Yes," he drawled, "thank you, you royal pain in the…"

"Maybe we should get back to the hideout and, uh, check on the, uh, prisoner, hmm?" interrupted Smithe.

"Yes, a good idea," said the Princess and without another look at anyone, she started down the mountain path with the Count close at her heels, like an eager dog.

As soon as she was out of sight, Max let out a pent up breath. "You know, Smithe, you could try a little harder to appease the people we're trying to make allies with."

"Oh please," scoffed Max. "She's just a spoiled child who is used to getting whatever she wants. As soon as we get total control of Rainbow Land and the Color Cave, our alliance will be over. The only reason we're working with her at all was so the Super Stars didn't detect a battalion of M.A.D. agents heading for this sticking planet and come investigate, and that really worked out well."

"Well like it or not, we're stuck with her and her lap dog for now, so get over it."

"Yeah, whatever," said Smithe, who had barely been paying attention to Max. "Come on, we'd better head back to the hideout too. Let's see if those other two bunglers we found managed to do their job correctly."