Cupcake's legs were burning by the time they reached the very last step. Climbing those thirteen stories were going to be the death of her, especially after all of the fighting that they had just done earlier. Finally though, they were at the end. No more stairs. No more hallways. Just one, single door. Turning to face the six other Toons who had made their way with her, she bowed as an excuse to double over and catch her breath. "Okay everybody. This is it. The moment that will define Toontown's future. Now, while we know that the COO is in this office, we have no idea what he looks like or really anything else. I want everybody on high alert. Now, Dan, I'm going to leave you out here on security alert. You see anybody coming this way, you're going to have to fight them off. Fortunately, with the stairs, they can only come way so that should make it easy. Rainbow, you and I are going to be in the front. Anything that comes at us we're going to need to be ready. Lenny, Victor, Nate. You three will take the back. I want you to make a semi-circle and cover Goldie and The Banana. We don't know if other cogs are here or if is just the COO. We don't know how susceptible the COO is to gags, so we need to keep all possibilities open. Everybody, we're going to make history. Let's make it home to our families!" putting her hand out, she was met with six more gloved hands who were then raised in the sky. "For Toontown!"

For what seemed like the millionth time today, Cupcake grabbed a door handle and slowly pushed open the door, which brought in the light with them into an otherwise pitch black room. Feeling her way around, the pink cat stopped suddenly, being bumped into by her comrades. In the pure black, a small red light glowed, shifting back and forth. "Ah, so it looks like our meeting has commenced." a booming voice called out.

"Who's there?" Cupcake screamed into the void, trying to remain calm and confident, when inside she was trembling like a kitten.

"Ah. Well I'm exactly who you have come to look for, no?" the voice responded. "How rude of me. I guess it would help if we could see each other." an echoing clapping sound rung out, as suddenly the heat of a thousand florescent lights brought the room to full visibility. Cupcake and the rest of the Rangers nearly feinted from shock. In front of them was the largest cog they had ever seen. Most of them had seen other cog bosses - the Vice President, Chief Justice, and the like. Cupcake had even taken a part in destroying the Director many years ago, but the COO towered over all of them. Attached to large treads, the COO was dressed in an extravagant black suit, complete with monocle and top-hat. His arms were easily the length of three toons and the width to match. If that weren't enough, a quick glance around provided enough worry to kill a lesser Toon. Hundreds of Shapeshifters and Business Angels crowded the room, silently smirking at the Toons who had quickly become surrounded. "Please forgive me. I invited a few guests." the Chief Officer quipped.

Professor Rainbow, the large red cat, angrily stepped forward. "Hey fatso, who do you think you are invading Toontown and Valentoonia! Toons have destroyed you guys before and we'll do it again!"

This only elicited a light chuckle from the cog boss, who grabbed a long wooden pipe and stuck it in his mouth. "Oh you Toons. So narrow-minded. Stuck only in the present, and ignoring the future. Actually, I should be thanking you all. You've done me a great service in helping to rid Cog Nation of those inferiors. The Telemarketers downstairs? That was brilliant."

"Wait, what are you talking about?" Cupcake screamed.

"Oh bother. You Toons, I swear it's amazing you can dress yourselves in the morning." putting his pipe away, the COO sighed and pointed to the new cogs surrounding them. "You see, when I was made Chief Officer, it was done with the purpose of innovating and bringing the cogs back to our true position in the world! As you can see, I have done so with my brilliant new designs. Stronger, more nimble, and intelligent, the Business Angels and Shapeshifters are cogs you can count on. However, they require a lot of resources that are currently being sucked up by those worthless weaklings. While I appreciate what the original cog models were able to do, they have become outdated and worthless to me. Now I can focus on creating the utopia that Cog Nation was always destined to be, but to do so we will need to wipe the bug splat from our windshield known as Toontown. Now, if you'd be so kind and surrender I assure you that your deaths will be quick and painless. Otherwise, you will come to know the true ferocity of my regime!"

The Toons trembled in fear. It looked as if they had finally met their ends. After all, there were hundreds of cogs here. Even the most elite fighter would struggle with more than four or five cogs at a time. Not to mention, these cogs were much stronger than previous versions, with levels reaching the mid-high teens. But could they just give up now? How could they face their families in the afterlife and explain they had just given up. Grabbing hands, the six Rangers behind clenched together in fear as they watched their leader respond. "You know, Officer. Cogs and Toons could have co-existed. It never had to come to this point. Those weak inferiors you talk about? They are alive and deserve just as much of a chance as anybody else. But you guys had to turn them into ruthless killing machines, and then once they have exhausted their purpose, are done away with! So to me, it looks like the worthless one is yourself and your regime. Toontown will never surrender to you! because we are united and we are strong! You may kill us, but you will never kill our silly spirit!" Lifting her arm, Cupcake motioned for the Rangers to attack.

"Too bad, Toons. Get them!" the COO screamed to his units, who all began to walk slowly and circle in the fighters. Cupcake and Rainbow split off into two groups. Cupcake, Lenny, and The Banana on one side, with Rainbow, Victor, Nate, and Goldie on the other. In waves, the Toons launched pies and dropped trapdoors. Early on there was some minor success, usually with the Business Angels who were much more susceptible to gags, and who far outnumbered the Shapeshifters by a ten:one ratio. However, it was soon becoming apparent that this would just be too much for them to handle. Cupcake's side was surprised when the number around them was dwindling, and even began to celebrate when they heard screams coming from the other side. Turning, they saw that most of the cogs had decided to gang up on the others. Knocking them down and pelting them with a myriad of attacks, Cupcake watched in horror as the Toons laff was draining swiftly.

"Lenny, Banana. Go help them, I'm going to try and sneak around and hit the backside!" the pink cat sucked beneath a few dogs and watched her two comrades began an assault and opening a gap of cogs to join their barely surviving unit. Dodging various attacks, Cupcake ran and leapt. Doing her best to avoid staring down the COO himself, Cupcake launched a wedding cake and nailed six cogs who had been within arm's distance.

Through a hole in the defense, Cupcake stared in horror as Rainbow and Goldie began to fade in color, as their attacks soon became worthless and their ability to fight was gone. The cogs were just toying with them at this point. Toons were unable to go sad in Cog Nation, going below zero laff would just lead to agonizing pain and suffering until the Toons fell victim to a slow death. Holding back her own fear and anger, Cupcake searched for a solution but soon realized she had gone. Her gags were able to delay the inevitable, but that was about it. Dropping to her knees, Cupcake began to weep. The realization that she would never see Mark again was beginning to hit. Never hold his hand, never snuggle next to him next to the fireplace on a warm winter evening, no more muffins, nothing.. Closing her eyes, Cupcake breathed in as she waited for her fate to become absolute.


Flippy stood outside of his daughter's room, listening to the young, pink cat silently sobbing into her pillow. Only hours before, had she found out that her mother had been declared dead after she had gone missing during a recent cog invasion days before. The search had been called off by Flippy himself in what had been the hardest decision in his entire life. Knocking quietly on the door he called out. "Buttercup, can I come in?" there was no response, aside from the continued crying. Pushing open the door, the young Toon was face down on her bed, buried into a pillow. Sighing, the blue dog sat down on the edge of the bed and rubbed his daughter's back. "Hey sweetheart.."

"Why did you tell them to stop looking for mom?" Cupcake angrily called out, muffled by the pillow.

Trying to keep himself from crying, Flippy pondered for a moment. "Buttercup. I know it's difficult to understand, but sometimes we have to do things that we don't understand. I am still trying to understand everything myself."

"But mom is still out there somewhere! I know it! Now nobody is going to find her!" Cupcake slammed a fist onto the mattress and continued to look away from her father.

"Sweetie." Flippy was unsure of what to say. After all, she was probably right. There was still a chance that Lily was out there somewhere. However, thousands of Toons had searched continuously for several days with no signs. He couldn't spend so many resources looking when there were many other Toons who had gone missing. There was an enemy to fight that he had to focus on. As hard as it was.. he had to say goodbye. But he knew that it was much different for a thirty-one year old adult vs an eleven year old girl. "Cupcake. I loved your mother more than I've ever loved anybody but you. I have not given up, and I will never give up on finding your mother. But sometimes we have to do things that are hard. Sometimes we have to make sacrifices. If your mother is still out there somewhere, we're going to find her. But I need you to do something for me, Buttercup. Can you do that?"

Cupcake finally flipped herself over, wiping her face and trying to keep a scowl to show how angry she was. "Yes, dad?"

"I need you to be strong for me, sweetheart. Because honestly, I don't know if I can do it alone. Not just now, but always. No matter what happens, no matter how overwhelming the odds are against you, promise me you will always be strong. Because if you are, I know that you can overcome anything."

"I - I promise dad." Cupcake sat up and watched as her father, in a rare moment of vulnerability, let out a slight sob. Cupcake felt bad for being so angry at him. After all, he was in tremendous pain himself. She wasn't the only one who lost her mom. No matter what, it was going to be the two of them, and they were going to be a pillar of strength for each other. Scooching over, the pair embraced in a tight hug, silently allowing themselves to let out the pain they had held up inside."


A single teardrop rolled down Cupcake's face as she stood to her feet. She wouldn't forget the promise that she had made to her father those years ago. But now she didn't have to just be strong for him, she had to do it for Mark, for Nightmare, for all of Toontown who was counting on here. Standing up and smirking, she stared down the COO who was angrily shouting at the cogs to finish her off. "Silly girls don't fear cogs!" the pink cat screamed, echoing through the large office. Clenching her fists, Cupcake closed her eyes and began to chuckle. Laughing louder and louder, she could feel an energy building inside of her. An energy similar to one she had felt before. However, it also felt different, more intense. Body shaking, Cupcake tore her eyes open and guffawed and giggled as loudly as she could. Her skin began to burn as her body and fur began to glow a bright pink. Her laff meter went into overdrive, the small meter overclocking as it spun into the hundreds and then thousands, before shattering from the inability to count to the number that Cupcake was experiencing. All eyes watched in awe and horror as the cat threw her arms in the air and sucked in air. Letting out one last scream, Cupcake unleashed a large ray of energy, blinding all of those around her. Screaming again, she ran forward through the crowd, instantly decimating any cog that came within a short distance. Nuts and bolts, as well as flame twinged ties flew through the air as Cupcake made her way through the room

With a renewed energy from the silly energy, the Rangers began to compose themselves. Feeling their laff energy slowly returning, the rejuvenated fighters watched the shrinking crowd of cogs around them, and with a second wind began to fight relentlessly. Using whatever resources available to them, the Toons bit, scratched, clawed, and cream pied any moving metal that came into their eyesight. The tide had changed and the Toons were now winning!

"Gah, what is happening. Why are you letting this worthless Toon beat you! You are my creations! You will not give in so easily!" the Chief Officer tossed his hat away and wiped his forehead. Now the pink cat was running for him, leaving behind the remaining cogs to be handled by her unit. Backing up, he reached for his secret weapon. Rolling over to a a white bottle, he quickly pulled out what appeared to be a small brush dipped in white liquid. "Okay Toon, I guess you want to make things difficult. Come and let me show you how a real cog fights!" Cupcake didn't speak, as her eyes were filled with the vision of her enemy. Sprinting she leapt and dodged as the cog swung his brush at her, flicking white liquid across the room, narrowly missing the Toons behind her. "You're a real pain, Toon!" he screamed as he made another swiping attempt. However, now the Toon was too close to swing at. The burning heat of the Toon's silliness could be felt, as the COO struggled to compress his own laughter. Stabbing the soft brush downwards, he narrowly missed the pink cat who rolled out of the way and jumped onto his treads and began scaling the gargantuan body.

"Cupcake, watch out!" Rainbow screamed, ducking to one knee as she watched her leader taking on the Cog Boss alone. "Come on guys, we can't leave her alone!" abandoning the few remaining cogs, the seven Rangers ran forward, doing whatever they could to distract the COO from attacking Cupcake. At this point, the cog was in dire straits. The silly levels the mayor was pouring out were becoming like radioactive poisoning to the cog. He needed to act quickly. He only had one course of action. Taking a deep breath he waited until Cupcake was in a central spot on his chest. Exhaling he pointed the bristle end towards himself, and screamed out. Thrusting his brush towards himself, Cupcake was unable to avoid the attack in time, becoming submerged underneath the white liquid that had covered the brush. The white-out, which was dangerous to cogs as well, burned a small hole into the COO's chest. Screaming in agony, he held the brush to himself. Knowing that whatever pain he was suffering would ultimately pale in comparison to what this Toon was doing to him. Pushing down, he held it as tightly as he could, hoping to melt the Toon below him. "NOOOOO!" Rainbow as well as the rest of the Rangers fell to their knees as the Officer released his grip and tossed the brush aside, clenching his chest. Looking down he began to laugh.

"Look at this and weep Toons, your beloved leader had dissolved into a puddle of nothingness. Let me assure you that because of your actions, all of Toontown will befall the same fate!" everybody was stunned. Cupcake, the one who had for all intents and purposes saved their lives, the leader of Toontown... was dead.. Not even a stray pink fur remained where the cat had been just seconds earlier. The Toons began to sob and scream in anger at the large monstrosity in front of them. "Now Toons, I hope you are ready, because your fate is sealed!" As the Officer began to roll forward, a small echoing sound rung out. Grasping at his chest, the cog began to struggle moving. "Ugh, what is happening!" from inside of the hole in the COO's chest, a faint pink flow began to emerge.

Lenny stood up and stared, shocked. "Look! Is it.. is it?" unwanting to fall for a false hope, he watched silently as the cog bent over in pain and began to guffaw.

"No! THIS CANNOT BE!" The Chief Officer screamed out, looking down, a white glove gripped the cog's melted skin and lead by another, the head of a pink cat emerged. Cheers burst out from the Rangers, as through some miracle, Cupcake had survived! All of the Toons were aware that white-out was deadly to the touch. Yet even after being completely covered in the liquid, here Cupcake was, grinning evilly as she continued climbing the large cog, she was now face to gargantuan face. "You.. will.. DIE!" the COO screamed.

Letting out one last laugh, Cupcake glared at the cog. "This is for my dad, my mom, and every other Toon and cog who have suffered because of you and your kind! You are demoted!" Cupcake did her best to think of a cool pun as she reached out and clenched the side of the cog's face, listening as he screamed in pain before giving way to raucous laughter. Jumping off, and tumbling into a roll, Cupcake landed near her fellow Rangers. In an almost beautiful sight, they watched as the cog erupted into one last fit of anger and laughter. Rolling backwards, the cog did his best to regain his composure. Unfortunately he did not see the glass windows behind him, and with one last chuckled, burst through the fragile glass. Laughter could be heard echoing for a few seconds before a booming crash, and follow-up explosion gave way to silence. The Chief Operations Officer had been destroyed..

"Cupcake!" the Rangers screamed out and surrounded their leader who suddenly felt lightheaded, Struggling to stay upright, the pink feline soon fell to her knees and smiled as she was laid backwards into her friends' arms. "Cupcake, you did it! I don't know how you did it, but you're alive! I can't believe it!"

All around her, white light filled her eyes as Cupcake stared up at her unit mates and smiled. "Silly girls.. don't.. fear cogs.." she let out one last whisper, as weariness finally overwhelmed her. She had done it. She had saved Toontown. Now she could rest. Mark, her father, and everybody else. She had done this for them. She had made peace with her fate.. The sacrifice had been made. Closing her eyes, she fell into the peaceful darkness as the world faded away..