Hi, everyone.

It's been a hot minute.

Since the posting of the last Chapter, I graduated from undergrad with my nursing degree, worked in an ICU in the middle of the pandemic for a year, switched jobs, got married to the love of my life, bought a house, and got a new dog.

Needless to say, it's been a very eventful two-ish years.

I played Cuphead for the first time in a while about a week ago, and got re-inspired to start this fic again. My writing is probably a little rusty, just because this is the first time in literally two-and-a-half years that I've gotten the chance to do this hobby again.

For those of you still here, thank you for your patience. Sorry it took so long for my face to reappear. For the people who have recently favorited and followed my story, welcome. I love meeting new readers and writers.

There will still likely be delays, as I am a wife, a nurse, and a house owner, and I was none of those things when the last Chapter was posted. Hopefully the delays won't be as long though.

It's good to be back.

Enjoy Chapter 11!


"You want to do WHAT?!"

Cuphead was the first to state his emotions, his mouth open wide in utter shock. He slapped his forehead with his right hand, the sound of his hand colliding with his ceramic making a "clink" sound. Mugman tilted his head in confusion.

"Cassie," the younger brother began, "why don't we just use the planes on this Isle to fly over?"

Cassie shook her head. "There isn't enough time to get to them. The world is turning grey too fast. We only have time to get to the other two toons on this Isle."

They all turned toward the south part of the Isle, seeing the bleak color enveloping the land and quickly inching its way toward them.

Cuphead's shoulders slumped slightly at that realization. He was hoping that this predicament would stop, but the color seemed to only quicken its pace.

"Uh, o-okay. So, we need to get to Wally and Grim, tell them the plan, and hopefully they'll take us over without the Devil knowing that we kinda cheated and didn't get their contracts," Cuphead stated with concern, twiddling his thumbs.

Mugman sighed. "I guess... it's so risky, though."

Cassie felt the slightest drop of water touch her skin, then looked upward. Darker clouds were beginning to cover up what was left of the blue sky. The clouds blended in with the impending grey, which made her feel very uneasy. After a moment, the stormy clouds covered up the sun like a blanket, making the environment incredibly dark. Nervousness sank in their stomachs like a rock.

We're running out of time.

As the water droplets began to fall harder, the group started sprinting toward Wally's. Mugman immediately got a lightbulb above his head.

"We need to split up. I'll go to Grim's. Cuphead, you and Cassie and Bon Bon go to-"

"HELP!"

They stopped in their tracks, then looked around, waiting for the sound to appear once again.

"HELP! HELP!"

Cassie looked toward the east and saw the mausoleum. She smiled.

"There! Guys! It's the chalice again!"

She pointed toward the old, marble building. Cuphead sighed.

"Do we have enough time?" he asked, uncertainty in his tone.

Cassie sighed. "I'm... not sure. You, Mugman, and the Baroness go talk to Wally and Grim. I'll talk with the Chalice. If I make it out, I'll meet Mugman at Grim's."

"Are you sure?" Mugman began.

She nodded. "Get them and yourselves over to the other Isle. Just..." Cassie hesitated, starting to fear the worst. What if the grey covered everything? What if they did lose? What if she could never go home again?

"...be careful, okay?"

Cuphead smiled a little sadly at her. "We'll try."

Cuphead readjusted the Baroness in his arms, and his eyes locked with hers for a moment. He looked away, a crimson hue emerging onto his white cheeks. Cuphead and Mugman nodded at each other and headed north.

Cassie watched the two cups run off and felt a chilling wind blow. It sent shivers down her spine. She wrapped her arms around herself and quickly went toward the mausoleum. An uneasy feeling began to grow in the young girl. Her heart rate and breathing sped up, her stomach felt as if it was tied in three or four tight knots. Cassie kept glancing behind her as she headed toward Chalice. It always felt like someone was watching her.

But nobody was ever there.

After what felt like forever, Cassie finally made it to the second old, marble building. The wooden door was a bit difficult to open, as she had to push on it with all her might. Cassie managed to get it open a crack and practically pushed her body into the entrance. She coughed as the dust from years past came into her lungs. There was minimal lighting in the room; the only source of it being from the crack in the door leading outside. Cassie held up her hand, about to use Dice's magic again to get more lighting in the room, when she stopped.

No... I can't rely on this all the time. I'm worried that I'll become just like-

"Well, well! If it ain't the girly from before!"

Cassie whipped her head to the right and saw three pink ghosts. She sighed.

"Where is the Chalice?"

The phantoms giggled, their laughter echoing throughout the mausoleum.

"Why would you assume that we know where she is?"

"HELP!" the familiar voice cried out.

Cassie looked toward the source of the sound. She saw the faint outline of an urn on a pedestal in the middle of the room. She groaned in annoyance.

Not this crap again.

Cassie went to grab the urn, when one of the ghosts quickly snatched it up, causing the Chalice to yelp from inside. The spirit looked at the urn, grinned, and began spinning it on its' index finger like it were a basketball.

"Alright, alright... she's in here..."

"Fabulous," Cassie replied. "Now, please hand over the urn. We are all in danger, and I came here to save-"

"...but you'll have to catch it first!" the spirit interjected.

The ghosts instantly started floating speedily around the room, tossing the urn back and forth to each other. Cassie's frustration began to grow, and in this instance, she let the emotion win. She pointed her palm toward the ghost holding the urn.

"Quit it!"

A beam of light shot out from her palm and hit the hands of the ghost. It instantly dropped the urn on the ground and cried out in pain. The phantom wrapped its arms around its torso, to protect its injured hands. The other two ghosts went to console their friend. One of them looked to Cassie in anger.

"Hey you! What was that for?"

Cassie was silent for a while, her hand still pointed toward the ghosts. She bit her lip, mentally slapping herself for using that magic. She quickly put her hand down, walked over to pick up the urn and held it tightly to her chest.

"Unless if you want other injuries, I suggest getting out of here," she threatened.

The ghosts glared at Cassie, then floated out of the mausoleum, one after the other. She blinked, then instantly her headache returned. She really wasn't starting to feel like herself, but pushed that thought out of her mind. There were more important things to think about.

Like not dying.

Cassie set the urn on the ground and opened up the lid. The Chalice instantly flew out.

"Oh goodness me! I can't believe those ghosts got me again."

Cassie smiled slightly. "It's okay. I got you. Listen, we need to-"

"-get out of here. I'm right behind you," Chalice finished, then winked. "I sensed some eerie forces are here. I just need to collect some of my magic. Who knows what will happen if that is left behind!"

Cassie giggled slightly. She noticed Chalice's eyesight make its way down to the right pocket in her pants. Out stuck her writing utensil.

"May I see your pencil?"

Cassie pulled it out and saw that it turned a even lighter shade of blue. She handed it over to her. "Sure, but I hope it doesn't hurt you. It tends to affect everyone else but me."

Chalice reached over and grabbed it, feeling the wood in-between her fingers. She smiled, and twiddled the utensil.

"Nah. I'm a very magical being. The effects of spells don't really bother me anymore."

The Chalice whispered something rather incomprehensible, then the pencil began to glow. To Cassie's astonishment, the pencil had gotten a little darker. Not all of the magic returned, but just enough for a battle or two.

"You can do that?!"

"Yes, but I can't give you all of its' powers back. I only have enough to give some back," The Chalice explained. "Because you saved me, I wanted to give some of my magic to you."

Cassie had a wide smile on her face. "Chalice I don't know what to say... I just-"

The Chalice returned the grin. "You can start by meeting Cuphead and Mugman. Now that I'm free, I can go quickly collect my belongings."

"But there's not enough time! You need to get out of here!"

The Chalice laughed heartily. "I can fly, silly. There is no need to worry about me."

Cassie looked to her pencil and gripped it in her hand, happier that her original source of magic had returned. She felt a little bit of a weight lifted off her shoulders. She hadn't felt this relieved since the First Isle.

"I won't waste this opportunity."

Chalice laughed. "You better not."

Cassie backed up toward the door and ran out the same way she came in, squishing herself between the doorframe and the wooden door, the hinges squeaking slightly in protest as she left. The Chalice's face morphed from a wide smile slowly into a frown.

"...you better not," she whispered to herself.

She gave a quick glance around the room, walked to the center, and began to push the podium her prison sat on top of. It slid to the side and revealed stairs that lead to somewhere dark and dank; it hadn't seen the presence of anyone in years. Chalice touched the opening and smirked, feeling the invisible force push back against her hand. The protection spell was still intact after all this time. With a snap of her fingers, the force field disappeared and the entryway lit up. Chalice looked around the room once more and began to make her descent downward.

She had really hoped it wouldn't come to this. In a way, it hadn't yet. But she was preparing for the worst.

Chalice took the stairs two at a time when she was near the bottom. She felt the all-too-familiar cobblestone beneath her feet. She sadly glanced around the extremely tiny room, then turned her attention to the only thing there.

That wooden box.

It sat delicately on a stone pedestal, waiting to be opened. Chalice stared at the object as she made her way over to it. She cautiously picked up the wooden container and attempted to pry the top away. It had been eight decades or so since she last opened this thing; no wonder it had gotten stuck.

She felt the top of the box crack underneath her fingers, the hinges falling to the floor. They clattered ever so quietly, but she didn't even notice. Chalice reached in and picked up the utensil she had tried so hard to hide for years.

Her pencil.

"Does it really need to come to that, doll?"

Chalice didn't even need to turn around; she already knew exactly who it was.

"Yes, Dice," she acknowledged, practically spitting out his name. She positioned herself toward him, stiffening ever so slightly. "After what you have done to that poor girl-"

"Please. You're as much to blame as I am."

Chalice pursed her lips, utterly silent. She pointed her pencil toward him. "You're ruining everything. Again."

Dice shrugged. "That's a matter of opinion, my dear."

She held her ground, her arm steady. Dice chuckled and shook his head.

"Don't play dumb with me. We both know that after our scrabble, I can't use my magic on you, and you can't use yours on me."

Chalice glowered at him. "It's worth a try."

He turned toward the exit, and waved the back of his hand toward her, like he was swatting away an annoying fly. "Save it, Chalice. You don't want to waste what pitiful magic that thing has left."

She didn't move a muscle. Her arm began to tingle from holding it out for too long, but she fought through the uncomfortableness.

"Leave her alone," she uttered.

Dice was about to walk up the stairs when he stopped. He smirked lightly and turned back toward Chalice. "What do you mean?"

"Look who's playing dumb now, Mr. Gamest-in-the-land."

His condescending smile turned into a frown and his eyes darkened.

"Leave her out of whatever mess you're plotting," she demanded, her tone filled with hatred.

Dice's smile returned and he walked closer to her. She continued to point her pencil at him. He started to crouch and meet her eye level. Chalice's arm faltered slightly.

"Oh, sweet cheeks. She's one of the most important parts of this mess I'm plotting."

He stood up and started to walk away. She blinked a couple times and repositioned her arm, so the pencil was pointed firmly toward him once more. Dice began to talk again.

"Chalice. If you didn't want it to turn out this way, you shouldn't have made her that pencil. You shouldn't have allowed her to come here."

"I'll fight her if I have to. I know that you're controlling her."

Dice chuckled. "If you have it in you, which I know you definitely do not..."

He ambulated slowly toward her, his lanky figure hovering over her tiny frame. She tried to ignore the intimidating shadow he cast over her, the darkness covering her like a blanket. Nevertheless, she still valiantly pointed her weapon up toward him as Dice finished his sentence. His eyes menacingly glowed emerald, his eyebrows furrowed, and he grinned wickedly.

"...I expect you to kill her."

With that sentence lingering in the air, he turned back around and started up the steps, leaving her alone once more. Chalice's somewhat courageous facade left and was replaced with perturbation. Her breathing and heart rate escalated and her stomach was tied into knots. She wrapped her arms completely around her waist and let her vulnerability show while nobody else was around.

She wept.


A streak of lightning flashed across the sky and rain started to cascade down. Cuphead sighed. Things were getting worse by the minute. On the other hand, the arms of the Baroness were wrapped around his neck, and he was holding her in his arms.

Which was nice.

Mugman looked toward the sky, being careful to avoid slipping on any wet grass. The clouds made the situation even more ominous. He felt the pit in his stomach grow, as well as the fear of losing his soul. A loud crash of thunder echoed his feelings of despair.

The three toons made it to a bifurcation in the map. One side lead to Wally and the other lead to Grim.

"Cuphead, you take the Baroness to Wally. He might let her hang out in his birdhouse, since she's injured. I'll go talk to Grim."

Cuphead gulped. He really hated splitting up, especially with such high stakes, but knew that there was no other option. He looked to Bon Bon, then back to his brother.

"Be careful, okay?"

Mugman nodded. "Yeah. You, too."

The rain started to downpour. Cuphead felt the Baroness squeeze his shoulders as he dashed toward the birdhouse. The home was almost invisible through the thick of the rain; the only thing Cuphead could see was the outline of the structure.

"Hello?!" he shouted as he got closer. "Wally?! You in there?!"

"Go away! You're here for my soul contract!"

"No! I'm not! I promise!"

Intrigued, the bird stuck his head out the window. He grunted at the rain that violently pelted his head. "This better be good, cup! I don't want to drown out here!"

"Listen. You'll probably hate me after this request, but we need you to fly us over to Isle Three!"

"HA! In this weather, not a chance, pal!"

He stuck his head inside and slammed the hole into his house shut. Cuphead pursed his lips together as steam rose from the top of his head.

"Oh no you don't!"

He gently placed the Baroness under the birdhouse so she would get slightly less wet, and climbed up the post to the wooden home. He aggressively pushed the door open as a lightning bolt crashed nearby. The thunder that accompanied it shook the house like leaves on a tree in autumn. Cuphead entered the house and found Wally and his son.

"Listen," the cup started. "Some weird magic is coming to get us. We have to go."

"We know. We've been watching it come our way," Wally started, "but, if we go in this storm, we will definitely die."

"We will die if we stay here," the cup hissed.

Another loud boom of thunder shook the house. Cuphead heard the Baroness shriek from down below.

"The grey! It's coming!"

Cuphead looked down and saw the dreary color a few hundred feet from them. With the grey of the sky, it was almost hard to tell where it was. He quickly slid down the post, and hoisted the Baroness on his shoulders as he climbed back up to the birdhouse. She clung onto him for dear life, making the mistake of looking down; she began to see double and shut her eyes tightly. After what felt like hours, they finally tumbled into the home, and fell to the floor.

"Uh, dad! It's almost right on us!" Willy said anxiously.

Wally nervously looked out the window and saw the grey right where Bon Bon and Cuphead were previously. To his horror, he saw the grey creep up the post. Wally gulped and looked back to the group - they returned his gaze with fearful and dismal eyes. The bird cried out in anger as he put his legs through holes in the floor and lifted the house off the post. Wally stuck his head out, cursing at the rain being a visual and physical hazard, and started to fly east.

Cuphead opened a tiny window on the side of the house to see the grey envelop the rest of the post. The color drained from his face and he exhaled softly.

They would have been goners if they stayed seconds longer.

Cuphead slid down the wall and put his head in his palms, trying to force the tears to stay in. He flinched a bit when he felt a gentle hand on his shoulder. Cuphead looked up to see the Baroness wrapping an arm around him.

"I-I don't know if the others are okay…" Cuphead stated as he wiped at his face. "I don't know if I'll ever see my brother again…"


"Wally, we gotta get over there! Otherwise, we'll be stuck here forever!" Mugman exclaimed.

Wally nervously put a hand to his chin as he watched the grey from his window.

"Oh man," the dragon started. "I started working with magic a teeny tiny bit." Grim emphasized his sentence by putting his thumb and index finger close together. "What if this is all my fault?!"

One of Grim's other heads popped out of his body, startling Mugman a bit. The mug jumped backward about five feet.

"Of course it's your fault! Why else would this happen?!" the second Grim head shouted at the first head, causing the first Grim to shrink away and whimper quietly.

"It's because of me," a feminine voice said from behind.

Startled by the newcomer, Grim suddenly grew a third head, and Mugman spun around. The mug grinned.

"Cassie? You're alive! Is the Chalice okay?"

"She's fine. I don't know where she went, though," Cassie stated, finishing her sentence softly.

Hopefully she's okay…

"So…" Grim began, "this… isn't my fault?"

Cassie chuckled. "No. It's not."

"Hot dog! I didn't mess everything up!"

As if he were a kid getting mountains of presents on his birthday, the dragon bounced around happily, shaking the tower and causing the duo to lose their balance and fall to the floor. Upon seeing this, Grim immediately stopped jumping and blushed out of embarrassment. He put a clawed hand behind his head.

"Well, you certainly messed up their balance!" the second Grim head said to the first.

The second and third heads shrunk back into the body, leaving Grim with one head once again. Cassie shivered at the sight.

What in the… You know what? I'm not even going to ask anymore.

"What do you say, Grim? Can you help us get over there?"

"I-I dunno guys. I don't fly well and-and-and this storm is one of the worst in a loooong time."

Grim turned away from them and looked out the tower; he saw the grey inch closer to his home. He lowered his ears sadly as he thought about what would happen to his home. His friends. His soul.

"Please." Mugman begged. "Help us."

Grim's lip quivered. He sighed sadly and looked at the cup and girl. He had two lose-lose options. It was either perish here or perish in the storm.

His eyes lifted to meet their gaze again. Reluctant, he got down on the ground to allow them better access to his back.

"Alright. Hop on," he said, confidence lacking in his tone.

With a thankful sigh, Mugman hopped on his back. With a heavy sigh, Cassie followed behind him. Grim began to flap his wings, stretching them out to their full length, and sped toward the top of the tower. Cassie and Mugman gasped, holding onto the dragon tighter.

"Hold on, everyone!" Grim exclaimed! "It's going to be a rocky ride!"

Cassie held the dragon slightly tighter as Grim crashed through the ceiling. Some of the debris scraped her arms and legs. One chunk of the tower hit her right shoulder, causing her right arm to lose its' grip. She screamed, shut her eyes and clenched onto Grim's back. He winced in pain a bit.

"Hey, I said to hold on, not death-grip me."

Cassie opened her eyes and loosened her grip significantly.

"Whoops. Sorry, Grim."

She looked to her left side and saw Mugman right beside her, nervously smiling and giving her a thumbs up. They were now flying above the water - a much bigger body of water than what Cagney threw her into. The rain made it very difficult to see, even just a few feet in front or beside them. The edge of the Third Isle was visible, but barely.

She gulped.

"Cassie! Mugman!" a voice called from behind.

The two turned their attention to the sound. They beamed as they saw Wally flying toward them and Cuphead sticking out a window, waving to them. Cassie and Mugman exhaled a breath of relief.

Oh, thank heavens. They're alright.

The bird got closer and closer to them-

-Until lightning struck right in between Wally and Grim.

Wally gasped and immediately positioned himself upright, trying to stop himself from flying forward. Cuphead and the Baroness started to fall to the back of the birdhouse; the cup quickly grabbed the window ledge and Bon Bon's hand, grimacing as he held up both his and the Baroness' weight.

They could hear someone shouting above the sound of the rain. Cuphead grunted as he readjusted their weight, trying to peek outside.

"OWOWOWOWOWOW!" Grim screamed.

Cassie and Mugman looked back to see that the lightning had struck the dragon's tail. It was on fire… but the rain wasn't extinguishing it?!

No way…. Was this seriously the Devil's doing?!

"PUT IT OUT! PUT IT OUT! PUT IT OOOOOUUUUTTT!"

Cassie reached for her back pocket with her free hand to feel for the pencil. She didn't really know how to draw a fire extinguisher, but she wanted to try. She clumsily pulled it out-

-only for the wind to blow it out of her hand toward the sea below.

Before she could even scream in fear, the pulsating headache returned. It felt about as bad as when she was screaming at the djimmi. She put both hands to the sides of her head and shouted in pain.

"Cassie!" Mugman yelled. "Hold on! We'll find your pencil! You're going to fall!"

Lightning had struck in front of Grim this time, causing the dragon to also position himself upright. Unable to grab onto Grim quick enough, Cassie felt gravity push her downward, and she fell off Grim with a yelp. Mugman looked down in terror. Cuphead's eyes widened as he watched the scene unfold.

"Wally!" Cuphead shouted. "We need to save Cassie!"

"I'm on it!"

Mugman watched the bird dive bomb toward the ocean as another lightning bolt streaked across the sky. The mug instantly tightened his grip when he felt Grim's flying begin to falter.

"I can't go for much longer, Mugman! The fire is affecting my ability to fly!"

"C'mon, Grim! You have to try! You can do it!" Mugman said, tears welling up in his eyes.

This can't be the end… Mugman thought. This can't be…

The mug watched the dragon approach closer and closer to the ocean. They were still about a quarter mile from the edge of the Isle. Mugman shut his eyes, bracing for impact.

The giant reptile hit the ocean with a great force, causing waves to be formed on both sides of him. Mugman had gripped the dragon as hard as he could, but still felt the impact of the hit. The strength of the fall bumped Mugman off Grim's back. Panicking, he quickly grabbed onto Grim's tail before he plummeted into the ocean.

Mugman immediately realized that the tail was no longer on fire. In fact, it wasn't even smokey or charred. It was almost like…

The fire never even happened.

"Look out, Mugman! We're coming up to the Third Isle fast!"

Mugman gripped onto the tail for dear life.

Grim's body skidded onto the sandy shore of the Third Isle, the gritty material slowing their momentum to a complete stop. Mugman released his grip off the tail, landed feet first on the sand, knelt down, and started kissing the ground.

I'm alive! I'm actually alive!

Mugman heard the dragon groan, and looked toward him. Grim was trying to sit upright, a scaly hand on the back

of his neck. Little multicolored stars danced around his head.

"Grim? You okay?"

Grim found it hard to focus. He looked at the mug and saw four of him. Grim shook his head, the stars disappearing. The dragon opened his eyes again and smiled at the sight of only one Mugman.

"Yeah. Yeah. Just disoriented and slightly nauseated, but otherwise, I'm fine."

The quiet thunder in the distance turned his attention back to the water. His heart sank. Cassie and Cuphead were still out there. He couldn't see them through the thick rain. So, he did the only thing he could think of.

"CUPHEAD! CASSIE! WHERE ARE YOU?!"


Cassie opened her eyes, not realizing they had even closed. She looked and saw her pencil about five feet in front of her, and the ocean very close. She heard Cuphead scream her name as she reached for her pencil. It felt like slow motion; the five-second action of moving her arm felt like five minutes.

The pounding in her head got worse the closer she got to the writing utensil. She fought the urge to recoil and wrapped her hand around the pencil. Cassie put the pencil close to her heart, closed her eyes again, and curled herself up into a ball, ready to impact the ocean.

A fog began to suddenly and abruptly roll in, making the visibility even worse than it had been. Wally kept diving, and Cuphead calling for Cassie, them both desperate to get to her, despite not seeing anything the mist. As quickly as it had come, the fog disappeared and the rain finally ceased, leaving an overcast, melancholic sky.

With the weather letting up, Wally found himself dive-bombing about a hundred feet from the ocean.

"Woah! Woah! Woah!"

Wally pulled himself upward, Bon Bon and Cuphead being thrown to the back of the birdhouse once more. This time, Cuphead did not catch the window ledge, and they both hit the wall with a loud thud.

"Ow! Wally! What happened?"

"I don't see her anymore!"

"What?!"

Once Wally was evened out, Cuphead ran to the window and looked to the ocean. He scanned the waters, his eyes darting everywhere.

Cassie was nowhere to be seen.

"I-I don't understand…" Cuphead said to Bon Bon, extremely puzzled. "we should have heard her hit the water from the distance we were at. We should be able to see her in the water now."

Cuphead stared out the window again. Hoping, praying, he'd find her. He cupped his hands on the sides of his mouth.

"CASSIE! CASSIE!"

The only reply he received was from the waves roaring and crashing against each other. There was no sign of life… or anything. Just the water.

Cuphead turned away from the window, his eyes wide and his mouth slightly agape. He slid down the wall, confusion and worry enveloping his mind.

Where could she have gone?


Oh boy. Things are a little spooky. Hopefully the next update will not be two years long (again, so sorry about that).

Be sure to R&R. I love hearing your input. Until next time!

-TheLexTurtle