Here we go with the second to last chapter! Anyway, enjoy!


At the pier, various characters were seen walking around and enjoying the nice little sights and activities taking place. At the end of the pier, however, was a nice, fun rocket ride that was currently spinning with various, screaming patrons. It was the line for the rocket ride, however, that was the main focus as Cuphead, Mugman and Ms. Chalice (now back in their regular outfits) were waiting in line as Cuphead looked rather eager.

"Oh man, I've been waiting to ride this ride in… well, forever!" Cuphead grinned as he jumped up and down in excitement.

"Easy there." Ms. Chalice said as she held Cuphead's arm and stopped him from jumping in place. "I know you're eager, but we haven't even got on the ride yet."

"Besides, we're practically almost there!" Mugman smiled as he motioned over to the rocket ride in front of them. Cuphead turned in awe as he looked over the ride as he gave a large grin.

"Man… this ride is a beaut!" Cuphead smiled. "And if anything, it'll take my mind off these criminals that that Hong Kong Phooey guy says are on the loose!"

"Yeah, about that, Cuphead…" Mugman paused as he looked concerned. "I was actually thinking about that, and… did that guy say they were CUP-like beings?"

Ms. Chalice paused as she looked over to Cuphead. "You know, you have a point there, Mugman. Besides Elder Kettle, and a few other of these fine china cup heads we know, we have fine china for faces."

Cuphead blinked twice as he scratched his head… before giving a smile. "Nah, Phooey couldn't possibly mean US. We don't even kidnap people. And the only time we ever got arrested was because of the whole…" He gave a slight cough as Mugman glared at Ms. Chalice, with the latter blushing in embarrassment. "...cookie factory incident."

"I get that, but…" Mugman sighed. "Sometimes, you can't help but wonder…"


Meanwhile, back on the road, Hong Kong Phooey and Spot were driving along the road as they were approaching the pier, the Phooeymobile still having a jet turbine attached to its back as Phooey turned to the left and started to head towards the pier as he looked around.

"Hmmm… now that we're at the pier, we better keep an eye open for those cups… but they could very well be located anywhere!" Hong Kong Phooey said to himself before taking a deep breath. "This is going to require my Kung Fu concentration…"

With that, Phooey put his paw over his eyes as he closed them in an attempt to concentrate, causing Spot to look at him in worry and concern. Not too far away, the Devil, still flying around in his bat form, raised an eyebrow as he asked, "Now what is that mutt up to?"

The Devil looked around the pier as he looked over to see the large rocket ride in front of him. He looked down below, and gave a sharp grin as he noted three familiar cup-faced individuals about to get on the ride. "Ahhhh, there are those miserable cups! And here comes- what the, hey!"

Down below, Spot had noticed the Phooeymobile heading right for the large rocket ride as it just activated, with the rockets starting to go around the ride, with citizens yelling loudly in fun. However, Spot noticed that Phooey was heading straight for the base of the ride as he tried to tug at his gi and point over to it.

"Not now, Spot. This requires my concentration!" Hong Kong Phooey said in annoyance, his eyes still covered up.

Spot lowered his eyelids in annoyance as he adjusted his seatbelt, bracing himself for impact.

The Devil could only watch as the Phooeymobile crashed directly towards the rocket ride, jumbling up and shaking it a bit as the three individual cups felt the rockets jumbling loose a bit.

"Whoa!" Mugman yelped as he looked down. "Sheesh, I don't think this rocket looks so good…"

"Hang tight, Mugsy, we're getting to the good part!" Cuphead announced.

The Devil, with surprisingly good hearing, then gained an idea as he gave a smirk to himself. "Rocket ride loose, huh? Well… let me speed up the process then…"

With that, the Devil transformed back into himself and summoned his pitchfork as he shot a blast right at the rocket the cups were riding, causing it to go loose. Immediately noticing, all three cups gave a loud scream as they started to fly away from the ride.

"Oh no! We're loose and we're out of control!" Mugman whimpered.

"Uh, uh, not to worry! Maybe this steering wheel works the same way like a car!" Cuphead said as he gripped on the wheel of the rocket.

Ms. Chalice glared at Cuphead as she said, "Cuphead, we're falling in the air, and this rocket is plastic! It doesn't have jet fuel or anything! It ain't gonna-!"

All of a sudden, the rocket started to activate itself as Ms. Chalice quit talking as she looked back and saw that the rocket had somehow managed to control itself. Ms. Chalice raised her eyebrow before looking to the side to see the instructions and looked it over. "Huh, look at that. 'All rocket rides come with their own jet fuel even when dislodged in the air'. Even has jet fuel underlined. I should trust you yahoos more often!"

Cuphead laughed as he adjusted the wheel of the rocket as he started to steer it around. All the while, down below the ground, Phooey was recovering from the slight crash as he had his eyes up in the air, noting the three cups riding in the rocket. "Ah ha! I knew that if I concentrated hard enough, I'll be able to spot those criminal cups!"

Spot could only slap his forehead and groan as the Devil, not too far away, glared at Hong Kong Phooey as he waved his hand in annoyance. "Wha- buh- YOU DIDN'T SPOT THEM! YOU CRASHED AND LOOKED UP!"

Phooey didn't hear that loud voice from nearby as he was more focused on the kids as he gave a frown. "Hmmm… now how do I get those cups out of the air before they do an aerial strike. This calls for a transformation!"

Phooey then pulled out his gong and struck it as the Phooeymobile quickly turned into an airplane as it started to lift itself up in the air. The Devil blinked twice, before giving a big grin. "Okay, okay, here we go! Get those cups down and I'll have their souls in no time!"

Up on the runaway rocket, Cuphead managed to get some good control over the rocket as he did a loop de loop, Ms. Chalice and Mugman having to yell out loud (the former with a loud cheer and the other just screaming in fear) before twirling around as he kept the rocket in the air. "Heh, nothin' to it! Those flyin' lessons we took sure paid off!"

"Yeah, I'm not sure I'm so used to being in the air…" Mugman groaned as his cheeks puffed up, feeling like he was ready to barf.

Ms. Chalice could only laugh as she looked around, before spotting something not too far away behind her. "Hey, boys, look!"

Cuphead and Mugman blinked as Cuphead looked down at his lap while Mugman pulled out binoculars and looked to the left. Ms. Chalice, noticing what the two cups had down, slapped her forehead. "No, I mean for you to look in THAT-" She pointed behind her. "-specific direction."

"Ohhhhh…" The boys said as Mugman chuckled in embarrassment, adding, "Sorry, Chalice."

"Let's try that again." Ms. Chalice rolled her eyes as the female cup headed girl coughed, before pointing behind her and gasping. "Hey, boys, LOOK!"

The two cups quickly turned to where Ms. Chalice was pointing (though Cuphead initially looked at his lap again, before realizing his mistake and looking at Ms. Chalice's finger before looking in that direction) as they noticed the Phooeymobile flying right behind them. Cuphead smiled. "Hey, it's that Hong Kong Phooey fella! Hey, mistah! Did you manage to get those criminal cups?!"

"Yeah, I'm right on their tail!" Phooey called out as he narrowed his eyes.

"Great, where are they?" Cuphead called out as he looked around. "I don't see them anywhere!"

"Now don't you play dumb with me, criminals! I'm here to take you three to justice!" Phooey called out.

This caused Cuphead, Mugman and Ms. Chalice to shake their heads in disbelief as Mugman called out, "Wait, what?!"

"That's right! I got word that you managed to destroy companies and rob people… and worst of all, you kidnapped some very personal friends of mine! We can all make this a lot easier on ourselves if you just tell me where my friends are and turn yourselves in!" Hong Kong Phooey called out.

Cuphead and the others looked at the Phooeymobile in awe, before Cuphead narrowed his eyes. "Listen, pal, I don't know where you got that info from, but we didn't even take your friends! If we had, what would they have looked like?!"

"Well, there's the sergeant, he's tall and fat, red hair, usually has a police uniform on… always goes 'oooh, oooh' all the time…" Phooey recalled. "And the other is Rosemary, the cute blonde girl that has a fightin' streak and innocence to her."

"Uh, no, we haven't seen them, and we certainly haven't kidnapped them!" Mugman called out. "So why would we kidnap them if you just described them to us right now!"

"Enough confusion! I'm here to take you criminal cups down, with my Kung Fu fighting and flying skills!" Phooey called out as Spot could only groan, knowing the truth of the matter.

"We're tellin' ya, we don't know what you're talkin' about!" Mugman called out.

Ms. Chalice frowned as she shook her head. "Forget it, Mugman. This guy seems determined to take us downtown… well, I, for one, ain't goin' down without a fight!"

"Me neither!" Cuphead said as he turned the plane around. "Mugsy, Chalice, get your shooting gloves ready! We'll need to aim right at that plane!"

"Right!" Mugman and Chalice said as they readied their hands and started to shoot various bullets from their fingertips.

Phooey's eyes widened as he drove the plane as he easily dodged their bullets. "Oh oh! I nearly forgot the commissioner warned me about those magic finger guns they had."

Spot clutched his seat in fear as he noted some of the bullets piercing through the wings of the transformed Phooeymobile. Hong Kong Phooey, on the other hand, looked in determination before letting go of the wheel and pulling out his book before opening it up. "Let me see if my book says anything about how to avoid finger bullets while in the air…"

Phooey flipped through the book for a couple moments, before giving a grin. "Oh, here's a good one! The Rush Hour Flying Ace Monkey King Double Kick! Hmmm… that sounds like a simple move! Take the wheel, Spot! I'm about to execute the move!"

Giving a nod, Phooey got up as Spot panicked and grabbed at the wheel, trying to keep the plane steady while keeping an eye on the damages. It was then Phooey started to jump around and started making karate sounds before leaping out bravely… and falling from the sky.

That caused Cuphead, Mugman and Chalice to look down in confusion as Chalice asked, "Did he jump mindlessly out of the plane?"

"Why would he do that?!" Cuphead asked.

Not too far away, the Devil just looked out in pure astonishment as he called out, "WHY WOULD YOU JUMP OUT OF THE PLANE?!"

The Devil growled in frustration as he shook his head. "Ugh, you know what, forget it! They're distracted, I'm shooting them down!"

The black furred transformed creature then turned his head towards the flying plane and aimed his pitchfork, before shooting a ray directly at the plane.

That blasting ray managed to puncture a hole in the plane, causing it to shake as some black liquid poured out from the side.

Chalice then looked over and yelped, "Uh, fellas?"

"Yeah?" Cuphead and Mugman asked as they looked to where Chalice pointed and noticed the gas leak.

"Ohhhhh… that's a problem." Cuphead said as the three cups looked in worry as the plane started to fall fast, the three cup headed individuals screamed as they were falling down. The Devil watched in glee as he moved his head to the plane tumbling down fast…


"For the last time, I did NOT order a giant trampoline!" Captain Brineybeard complained to the merchant, Porkrind as he rolled his good eye.

"Listen pal, I was told that someone ordered this specific brand of trampoline RIGHT at this address!" Porkrind argued. "And it's already set up, so just give me the dough!"

"I ain't paying for somethin' that ain't been used, matey!" Brineybeard argued… right as a certain dog in a red gi landed right on the trampoline and sprung upwards in the air. The pirate captain could only stare before looking back at Porkrind, the pig with the eyepatch giving an eager smirk. The pirate growled in anger before pulling out a few bucks from his pocket.


However, much to the Devil's astonishment, a falling Phooey had somehow managed to spring back in midair and grabbed all three cups out of the plane right before it crashed down. And to even MORE of his astonishment, the three cups had managed to get themselves tied up to some ropes when they were dropped nearby. And the three of them were staring right at Hong Kong Phooey, looking rather surprised as the dog was just recovering from his airborne flight.

"H-he caught us?!" Cuphead asked in pure astonishment.

"I don't believe it…" Mugman said in surprise.

"Perhaps there was method to his madness after all…" Ms. Chalice said as Spot landed the plane and ran over to Phooey, the cat looking over his master in concern.

Phooey quickly recovered as he noted the tied up cups as he gave a chuckle. "I have to admit, Spot, I was so good at that move, I don't even know HOW they surrendered to me right away!"

Before Spot could slap his head and give a groan, a voice yelled out in anger.

"YOU DIDN'T, YOU MORON! YOU JUMPED OUT OF THE PLANE AND GOT THEM IN A LUCKY SHOT!"

The three cups yelped as they turned to see a familiar black furry looking creature that had appeared behind Hong Kong Phooey.

"AHHHH, THE DEVIL!" Cuphead, Mugman and Chalice all screamed out in fear.

Phooey, on the other hand, turned to the Devil with a smile. "Oh, hey, Commissioner! It was a tough job, but I got those talkin' cups for ya! I was just about to interrogate them on the disappearance of Rosemary and Sergeant Flint, my friends that they have held captive!"

"Commissioner?!" Cuphead asked in confusion.

The Devil shut his eyes in anger as he slapped his forehead. "A-are you serious right now? Did you not hear the part where I said 'I did all the work while you bumbled around'? Because THAT IS WHAT YOU JUST DID!"

Cuphead, Mugman and Chalice looked at each other in astonishment, wondering what was going on right now…


Meanwhile, all the way back in Inkwell Hell, the tied up Rosemary finally managed to undo the ropes as she managed to roll out of the path and get up, looking over at the surprised Sergeant Flint before running over and untying his ropes, before undoing his gag.

Flint coughed. "Ugh… who knew you had escapism in you, Rosemary?"

"You'd be surprised at what I can do, Sergeant." Rosemary chuckled. "I'm not just the helpless telephone operator, you know… like you, I tend to take my police work more seriously…"

"Still…" Flint frowned as he looked out in worry. "Did you hear what that creature said? About Hong Kong Phooey turnin' evil?!"

"Sarge, you know my dream man isn't evil, he probably doesn't even KNOW what's going on!" Rosemary called out. "And the worst part is, Penry could still be in danger…"

Flint frowned as he crossed his arms. "What does Penry have to do with this?"

"...I'm just worried that he didn't come with us when that creature nabbed us. For all I know, he could still be on the boat… I just hope he's okay…" Rosemary said in concern.

Flint paused as he gave a sigh. "As much as I hate to admit it, that clumsy janitor is sort of a highlight in my life, and I can't imagine doing my work without him goofing around… still, if Phooey's here as well… but that creature… he said something about him not being our savior for long…"

"And that guy looked like some sort of devil…" Rosemary paused… before gasping. "Sarge, I think that actually MIGHT be the Devil!"

"Really? I thought the Devil was more of that… strange guy that walked with his butt all the time, acted weird all the time…" Flint frowned.

"Sarge, you know there are multiple devils in the world. The Red Guy just happens to be the devil of OUR town." Rosemary explained. "No, I think this Devil is from here…"

Flint paused as he scratched his chin. "Yeah, I can see that… but whoever this Devil is, if he turns Hong Kong Phooey evil… we may not have ourselves a good protector…"

"We can't let that happen!" Rosemary frowned. "We got to find a way to stop Phooey before he commits some evil deed or worse, the Devil manages to corrupt my dream man! But how?!"

"Ahem… excuse me…"

Rosemary and Flint paused as they heard the sound of another voice. They turned around fast and noticed a strange, small figure… a green imp creature wearing glasses, white cuffs on both wrists, white spats on his feet AND a black bow tie holding what seems to be a black book.

"Am I hearing correctly that you two are from a different town, and that you have a different Devil there?!" The green imp asked.

Rosemary and Sergeant Flint looked at each other as Rosemary raised an eyebrow. "Uhhhh… yes…?"

"Interesting. In that case, you two better come with me. I have to give our Dark Lord a good TALKING to…" The imp said as he motioned for Flint and Rosemary to follow closely.

The two humans looked at each other, looking rather wary as Sergeant Flint said, "This could be a trap…"

"Maybe, but what other choice do we have?" Rosemary asked.

Flint had to admit, he couldn't argue with that logic as the two began to follow the green imp, who had pulled out a cell phone and started to dial a number. Rosemary and Flint didn't know exactly what was going on right now, but those two were going to be the key to saving Hong Kong Phooey from a terrible fate…


Alright, the penultimate chapter is done! How did you guys like it? Next time, in the finale, Phooey is about to get the truth told! Will Cuphead, Mugman and Chalice be able to get their souls back? Will Rosemary and Sergeant Flint get to Phooey in time? And what of that imp (who you all should know if you watched The Cuphead Show on Netflix) that appeared? What will it all mean? Find out soon! Anyway, read, review, criticize and suggest, folks!