The next morning, Gwen and her friends all have breakfast together as they prepare themselves for the third challenge. Rose needed to wait for the right moment to talk to Gwen about her discovery about the secret laboratory and Chef Saltbaker planning something.

They leave the bakery once again, figuring out where to go next. Just then they spotted something familiar. They noticed a certain wagon shop belonging to a certain grumpy pig.

"Hey, is that Porkrind's shop?" Cuphead asked.

"Oh no…" Gwen said and facepalmed.

"I thought he was with the others at the evacuation site?" Mugman said.

"Yeah, what's he doin' out here?" Ms. Chalice asked.

"AHEM!" A familiar grumpy voice called.

The group look and noticed Porkrind right next to them.

"I can hear you." Porkrind said.

The three cups gulped.

"Porkrind! I… didn't expect to see you here." Gwen said nervously.

"Neither did I kid." Porkrind said.

"Hello, I've heard about you. I'm Rose Smith. Gwen's sister." Rose introduced herself.

"Whatever kid." Porkrind insulted.

"We thought you were with the others." Clarence said.

"I know about the disaster. But I needed to take my business here until that strange tornado goes away." Porkrind explained.

"Still selling the same stuff?" Clarence asked.

"Yeah." Porkrind said.

"Well, nice to see you again. Bye." Gwen said and turned to leave with her friends.

"Is he always that rude?" Rose asked.

"Eh, he's like that with everyone." Cuphead answered.

"Don't take it personally." Mugman added.

After a while of walking, Rose decided to talk to Gwen about Chef Saltbaker.

"Hey, Gwen?" Rose asked.

"Yeah Rose?" Gwen asked.

"There's something we need to…" Rose was about to say until a speeding plane flew over them.

The group looked up and noticed the plane flying through hoops and made aerial acrobatics. Then, the plane landed down at the hangar.

"Wow! That was awesome!" Cuphead exclaimed.

"Let's check it out!" Mugman added.

The three cups run off to the hangar. Both sisters look at each other.

"Uh, can it wait? We gotta catch those three." Gwen asked.

"Uh… sure." Rose answered, disappointedly.

The three humans and magic carpet run off after the cups and to the hangar. They arrive and notice a large anthropomorphic saluki dog wearing a pilot outfit exit the plane. Four little anthropomorphic puppies approaching her with a large anthropomorphic bulldog.

"What's my time?" The saluki dog asked.

The bulldog held up a timer clock.

"Two minutes and one second!" The bulldog answered.

"Yes! A new record!" The saluki dog exclaimed.

The four puppies cheered her on as the cups and humans approached the hangar.

"Hey, look!" The bulldog exclaimed and pointed to the group.

The four puppies run towards the group, yipping at them.

"Woah! Woah! Easy little guys!" Gwen tried to calm them down.

"Yankee Yippers! Stand down!" The saluki dog yelled.

The Yankee Yippers retreated to their boss as the saluki approached them.

"What are you strangers doing on our turf?" The saluki dog asked firmly.

"Ma'am, we've come seeking the pineapple mint." Gwen nervously answered.

The saluki dog looked shocked. Then she and the other dogs started laughing at Gwen and her friends.

"Oh, that is funny! The answer is no! Now, go away!" The saluki dog rudely declined.

"Wait!" Gwen yelled as she grabbed the saluki dog's shoulder.

To her shock, the saluki grabbed Gwen's fist and threw her to the ground.

"You got guts kid, but we're not it giving to some… human kid! Now beat it!" The saluki dog scolded.

"Maybe you guys could make an exception for Gwen? She already earned the gnome berries and the distillery dough." Clarence asked and explained as Rose helped Gwen up.

"Gwen?" The saluki dog asked.

"Yes. Gwendolyn Mae Emmons ma'am. Do you recognize this?" Gwen introduced and asked while she showed the magic inkwell.

The group of dogs stood in shock, now realizing who she is.

"So, you're the young human whippersnapper who carries magic in a bottle?" The saluki dog asked.

"Yes, I am miss…?" Gwen asked for her name.

"O'Fera. Sergeant O'Fera. And these are my men the Yankee Yippers and Bulldog! We are the Howling Aces!" Sergeant O'Fera introduced herself and the other dogs.

"And these are my best friends Cuphead, Mugman and Ms. Chalice. My fiancé Clarence and my sister Rose." Gwen introduced.

"I thought you'd be taller." Sergeant O'Fera insulted.

"Look ma'am, we don't want any trouble. Just tell me how to earn the pineapple mint and we'll be out of your way." Gwen said, trying not to start a fight.

"So… Emmons. You think you have what it takes to earn my pineapple mint?" Sergeant O'Fera asked, trying to intimidate Gwen.

"Yes. I've already earned two ingredients so far by completing two challenges fair and square." Gwen nervously answered.

"Then, I will put you to the test! Follow me!" Sergeant O'Fera ordered.

Gwen gulped as the group followed the Howling aces inside the hangar where everyone is amazed at the sight of their planes, including a large plane shaped like a chinook.

"Wow, neat planes you got!" Ms. Chalice complimented.

"Yes, these are our finest and fastest planes!" Bulldog bragged.

"Yep! Yep! Yep! Yep!" The Yankee Yippers agreed.

"Tell me Emmons, can you fly?" Sergeant O'Fera asked Gwen.

Gwen whistled for Cerulean Bolt as he flew down to her. She hopped on petted him.

"Buddy, show them how fast you are!" Gwen ordered.

Cerulean Bolt saluted and flew off with Gwen holding tight as he showed off his aerial tricks and maneuvers. Gwen lands on the ground as Cerulean Bolt took a bow. Sergeant O'Fera is unimpressed while the other five dogs were impressed.

"You call flying on that doormat fast?" Sergeant O'Fera insulted.

Cerulean Bolt felt insulted and wanted to charge at Sergeant O'Fera. But Gwen stopped him.

"No buddy! You will have your moment to shine!" Gwen scolded him.

Gwen bravely approached Sergeant O'Fera.

"Okay… O'Fera, what's your challenge?" Gwen bravely asked.

Sergeant O'Fera smiled and snickered.

"Okay Emmons, here's your challenge. See that obstacle course I flew earlier?" Sergeant O'Fera asked and pointed outside.

"Yes?" Gwen answered.

"If you can beat my current time record, the pineapple mint is yours." Sergeant O'Fera explained the challenge.

"What is your current time record?" Gwen asked.

"Two minutes and one second." Sergeant O'Fera answered, making Gwen worry.

"How many attempts do I get to beat that?" Gwen asked.

"You get… one." Sergeant O'Fera answered smugly.

"Oh boy." Clarence said worryingly.

"She'll be fine, she can do this." Cuphead said.

"Hopefully…" Mugman nervously added.

"But if you fail, you don't get my pineapple mint and you will go away just like all the losers I shooed away for failing!" Sergeant O'Fera warned.

Gwen gulped at her warning.

"Now, what do you say?" Sergeant O'Fera asked.

Gwen took a deep breath.

"I say… bring it on!" Gwen bravely answered.

"Very well then. To the obstacle course!" Sergeant O'Fera announced.

"This oughta be good." Bulldog said to the yippers.

"Yeah! Yeah! Yeah! Yeah!" The Yankee Yippers agreed.

Later, everyone is outside at the obstacle course. Clarence, Rose and the cups sit down in a stand of seats while Bulldog and the Yankee Yippers get to their positions in their plane. Bulldog sat in the pilot seat while the yippers each hid in four doors on the wings with their tennis balls.

"This better work for her sake." Rose said frustratingly.

"Rose, would you relax? There's nothing she can't do." Clarence assured his soon to be sister-in-law.

"Yeah scaredy-cat." Ms. Chalice agreed.

"Quiet Chalice!" Rose scolded.

"Guys, knock it off. Let's just cheer Gwen on." Mugman said, stopping their fighting.

Sergeant O'Fera and Gwen with Cerulean Bolt at the start of the obstacle course.

"Alright Emmons, beat my current time record around this course. Good luck. You're gonna need it." Sergeant O'Fera taunted as she turned to leave to her chinook plane holding a timer clock.

"Oh, I will." Gwen said back.

Gwen hopped on Cerulean Bolt and got in the starting position.

"On your mark…" Sergeant O'Fera called.

Gwen prepares herself mentally as she prepared to take off.

"Get set…" Sergeant O'Fera called.

Gwen feels ready for take-off.

"GO!" Sergeant O'Fera yelled and started the timer.

Cerulean Bolt zoomed off into the air and headed towards the hoops.

"Okay buddy. Let's show these mutts who's really the fastest in the air!" Gwen encouraged her magic carpet.

Cerulean Bolt nodded and started to speed up faster. He started aiming for the hoops. Sergeant O'Fera signals her men to attack. Bulldog takes off in the plane and flies after Gwen and Cerulean Bolt. Gwen notices as they started firing tennis balls at her.

"Buddy! We're being attacked! You keep flying, I'll shoot!" Gwen instructed.

Gwen turned around, got out her ink pen and fired her attacks at Bulldog while avoiding getting hit by the tennis balls. Gwen used telekinesis on the tennis balls and shot them back at Bulldog, making his plane break down, forcing him to retreat while the Yankee Yippers hop out of the wings wearing their jet packs. They surround Gwen and fire plastic letters at her, but she once again used telekinesis on the plastic letters and shot them at the yippers, making their jetpacks explode, causing them to fall.

"Well, that takes care of them." Gwen said as she continued flying on the obstacle course.

Suddenly without warning, the large chinook plane appeared from out of nowhere and ambushed Gwen.

"What the?!" Gwen exclaimed.

She noticed laser guns appear out of the paws aimed at her.

"Look out!" Gwen yelled.

The laser guns fired, and Cerulean Bolt quickly dodged the blasts. Suddenly the chinook ship's mouth opened, revealing Sergeant O'Fera at the control panel.

"Are you insane?!" Gwen yelled.

"I thought I'd make things interesting!" Sergeant O'Fera yelled.

She pushed a ton of buttons, firing dog dishes at Gwen. But she blasts them away with her laser attack.

Sergeant O'Fera kept trying to shoot at Gwen, fearing she was going to bet her time record. But Gwen didn't give up and kept at it. Finally, Gwen delivered a final blast, causing the chinook ship to explode and crash to the ground while Sergeant O'Fera retreated with a parachute.

Gwen was nearing the end of the obstacle course while Cerulean Bolt was running out of breath.

"Come on buddy! Just a little bit more! You can do it!" Gwen encouraged him.

With her encouragement, Cerulean Bolt gives his energy and passes the finish line. Clarence, Rose and the cups all cheer for Gwen as they flew down safely. Cerulean Bolt was too tired to fly anymore.

"Aw, buddy. You all pooped out? I'm sorry. Why don't you rest up in my satchel? Does that sound good?" Gwen asked.

Cerulean Bolt nodded as Gwen opened her satchel. She helps him inside and lets him rest. The Howling Aces approach Gwen defeated and in shock.

"So, how'd I do?" Gwen asked.

Sergeant O'Fera looked at her time watch and her eyes widened.

"One minute and forty-four seconds…" Sergeant O'Fera nervously answered.

"Yay! Whoo! We did it buddy!" Gwen cheered and patted Cerulean Bolt in her satchel.

Cerulean Bolt stuck out his tassel hand and gave a thumbs up. Gwen noticed her friends running towards her and all give her a hug.

"Wow, that was awesome!" Clarence complimented as he spun his fiancée in the air.

"Yeah sis! That was amazing!" Rose complimented.

"See? I told ya she can handle anything!" Cuphead said.

"That's our Gweny." Mugman said.

"Oh yeah girlfriend!" Ms. Chalice cheered.

The group look at the Howling Aces. Sergeant O'Fera approached Gwen, having a newfound respect for her.

"Wow, nobody's ever beat my time record before. I'm gonna train harder to beat that time record!" Sergeant O'Fera said in shock.

"Do you still think Cerulean Bolt's a doormat?" Gwen asked.

"No… not anymore." Sergeant O'Fera admitted.

"If you're finished having your face rubbed in, we'll take our prize now." Cuphead said sternly.

"Yeah, time to pay up!" Ms. Chalice added.

Sergeant O'Fera sighed and snapped her fingers. Her men bring a dog dish with the pineapple mint.

"Here. You won this fair and square." Bulldog said.

Gwen takes the pineapple mint, feeling proud of herself for completing the third challenge.

"Thank you. Well, we gotta go. Bye!" Gwen said as she and her friends leave the hangar.

They walk back to town when Gwen started to hear the voices again.

"Wait! I hear them again!" Gwen exclaimed.

"The voices?" Rose asked.

She goes off the road and notices a cemetery with 9 headstones.

"Uh, what are we doing here?" Clarence asked.

Gwen looked around each headstone but couldn't find anything.

"What are you looking for?" Mugman asked.

"I thought I heard the voices coming from here somewhere." Gwen answered.

"I don't see anything." Cuphead said, looking around.

Just then, a ghost with a mustache, wearing a detective hat and holding a spy glass appeared from behind a tree, startling the group.

"Oh. I didn't think anybody would be here. Who are you?" Gwen asked.

"I'm a detective. And I couldn't help but overhear of you hearing voices?" Ghost detective asked.

"Uh… yes?" Gwen nervously answered.

"Those are the voices of the entities of the astral plane calling you." Ghost detective answered.

"What?" Gwen asked in shock.

"Do you want to know what they want?" Ghost detective asked.

"Yes, anything to make them stop!" Gwen complained.

"To find them, you must first solve the tombstone puzzle. Here's your hints from these three fellows." Ghost detective said as a lantern, shovel and pickaxe approached her.

"Second place! The only thing left to do is get better for next year!" The shovel complained.

"I'm the winner and all is right in the world." The lantern bragged.

"They think they're better than me? They can stick it right up their nose!" The pickaxe insulted.

Gwen thinks for a moment, remember they each highlighted the words, 'left, right, right up'. Gwen goes to the nine tombstones. She tapped the left tombstone next to the center, making a ghost appear. Next, she taps the right tombstone and another ghost appeared. Finally, she tapped the upper right tombstone, making another ghost appear.

A fanfare played and all the ghosts cheered as the center tombstone started glowing.

"Wow, that was easy." Ms. Chalice said.

"Kinda." Gwen said.

"Well done. You solved the puzzle." Ghost detective complimented.

"So, now what do I do?" Gwen asked.

"To access the astral plane, you cannot be awake. You need to be asleep and dream." Ghost detective answered.

Well, I could use a nap anyway." Gwen said as she laid down in front of the glowing tombstone.

"Gwen, you sure about this?" Rose asked.

"I need answers. This is the only way." Gwen answered as she makes herself comfortanle and tries to go to sleep.

Gwen started to get drowsy and finally went to sleep.

In her dream…

Gwen wakes up and finds herself in a celestial realm standing on a lone cloud.

"W-w-where am I?" Gwen asked as her voice echoed.

Gwen gasped and looked around but saw nothing but stars and emptiness.

"Gwen…" The voices called again.

Gwen gasped and looked around.

"I am here. I've come at last." Gwen said.

"All is not right in our realm, and all is not right in your realm." The voices called.

Gwen notices two giant winged figures flying above her. She looked up and noticed a light-blue Angel and a red winged demon looking down on her.

"Who… who are you?" Gwen asked.

"We are the Angel and Demon. The representation of good and bad. One cannot exist without the other." The Angel answered.

"Are you the voices calling me this whole time?" Gwen asked.

"Yes, we are…" The Demon said evilly.

"What do you want with me?" Gwen asked.

"It is our job to make sure the balance of the realms is in check. Lately however, someone is trying to take over the astral plane, therefore throwing the balance off. And we need you to restore the balance." The Angel answered.

"Who's doing this? And how do I stop them?" Gwen asked.

"To stop them, you must obtain the cosmic powers of the astral plane through your heart and soul." The Demon told her.

"When you have obtained them, you must use them to restore the balance and all will be right again." The Angel finished.

"What does that even mean? Use my 'heart and soul?' Can you show me how to do that?" Gwen asked, now having more questions.

"Alas, your time here has come to a close." The Demon said as he and the Angel started to fade away.

"That is all the information we can tell you. Good luck to you, our child."

The Angel said as both he and the Demon scoop Gwen up in their hands and magically send her spirit back to her body.

Her dream has concluded…

Gwen started to wake up from her dream.

"Gwen! Gwen! Wake up!" Cuphead called.

Gwen wakes up as Rose and Clarence help her on her feet.

"What happened?" Clarence asked.

"I… I met them." Gwen answered.

"Who?" Mugman asked.

"The Angel and Demon." Gwen answered.

Everyone looked shocked.

"Angel and Demon? As in the Devil?" Rose asked.

"No, the entitles of Good and Bad of the astral plane." Gwen explained.

"Did you get answers from them?" Ms. Chalice asked.

"They… they said the balance of the worlds if off. Someone's trying to take over the astral plane. They need me to obtain the cosmic powers of the astral plane with my 'heart and soul' to stop whoever is doing this. That's all they said." Gwen explained her dream.

"Kinda like what Quadratus said." Clarence said, remembering.

"I know. But I don't understand the 'heart and soul' thing. How do I summon powers like that?" Gwen asked.

"I don't know." Rose said.

"Maybe Chef Saltbaker might know." Gwen said.

Rose's eyes popped.

"NO!" Rose exclaimed.

Gwen looked at her confused.

"You okay sister?" Ms. Chalice asked.

"Sorry, we say nothing to him about this." Rose instructed.

"Why?" Clarence asked.

"I'll explain later. But don't say anything to him!" Rose said as they prepared to leave.

Just then, the same ladder dropped from the sky once again.

"Aw, can't it wait till later?" Gwen complained.

But the ladder didn't budge. Gwen groaned and climbed her way up the ladder with the other following. She once again meets up with the King of Games.

"Hello again, your majesty." Gwen tiredly greeted.

"Welcome back fair maiden. Furthermore, I permit thee entry to the next match!" King of Games announced.

The King of Games used his scepter to use as a lever and made his palace switch to the third hall. Gwen noticed a bishop statue above the door, realizing the bishop was next. She leaves her possessions behind and enters the palace.

She enters a church-like hall and approaches the alter. She noticed a tapestry with the bishop symbol on it and noticed the beautiful stain-glass windows. Just then, a three headed bishop chess piece enters and magically levitated the lit candles in the air.

The bishop's three heads pop off and float in the air trying to attack Gwen. She had to act fast and started putting out the candles. The bishop's three heads started spitting bells at Gwen, forcing her to dodge them.

After putting the candles out, she noticed the heads suddenly opened their eyes, making her realize this was her chance. She threw a punch and the bishop cried in pain. The same pattern repeats with the candles being lit and the heads shooting out bells. Gwen keeps up with the snuffing the candles out and punching his heads until she finally defeats the bishop.

"That's something you don't see in church." Gwen said to herself.

Gwen caught her breath and was happy she won again. She leaves the palace to meet the King of Games.

"With this valiant victory, I bestow riches unto thee!" King of Games announced as he hands Gwen another bag of gold.

"And now, away with ye!" King of Games said.

"Bye, see you tomorrow." Gwen said as she leaves with her friends.

Cerulean Bolt was finally rested up and flew the group back to the bakery.

"Guys, remember what I said. Don't say anything to Saltbaker about the cemetery, got it?" Rose reminded them.

"Okay, what gives Rosie?" Cuphead asked suspiciously.

"Will you just promise me! Please?!" Rosed scolded.

"Okay fine!" Cuphead agreed.

"She said she'll explain later." Gwen assured him.

They all enter the baker where Chef Saltbaker was waiting for them once again.

"Welcome back friends! You obtained the pineapple mint! Well done!" Chef Saltbaker congratulated.

"Thank you. What's for dinner? We're starved." Gwen asked, acting like nothing was wrong.

"We're having… beef wellington!" Chef Saltbaker announced.

"Yay!" All three cups cheered.

They all dine together and socialized until it was time for bed. Gwen and Clarence gather Cuphead and Mugman and meet with Rose and Ms. Chalice in their room. Clarence closes the door as Gwen magically made the door soundproof so Chef Saltbaker couldn't hear.

"Okay, what gives Rosie?" Cuphead asked.

"Yeah, why are you suspicious of Chef Saltbaker?" Mugman asked.

Rose sighed, deciding to come clean with the group.

"The other night, I was getting a glass of water when I discovered something odd. I found Chef Saltbaker opening a secret passage below his counter and went down. I figured something was up, so I followed him down, but I stayed hidden. I overheard Chef Saltbaker saying something about Gwen being more useful to him than he thought, and nothing will stop him once the Wondertart is complete." Rose explained her suspicions.

The group's eyes widened at her discovery.

"Secret laboratory? Why would he need that to bake the Wondertart? Why not use his kitchen?" Gwen asked.

"I don't know. I'm just saying something's not right around here." Rose said.

"Hmm… that does sound suspicious." Clarence agreed.

"So, everyone, until we know for sure about Chef Saltbaker we're gonna keep our mouths shut and when we collect all five ingredients, we'll confront him, okay?" Rose asked everyone.

The cups looked at each other as Gwen and Clarence looked at each other.

"I promise." Gwen said.

"I promise." Clarence added.

"Me too." Cuphead said.

"Me three." Mugman said.

"Me four." Ms. Chalice said.

Rose smiled at her friends and sister.

"Thank you. All of you." Rose thanked.

"Okay, I'm gonna hit the sack." Gwen said yawning.

"Me too, let's go honey." Clarence agreed as Gwen lifted the soundproof off the door and leave the room with the cups following them.

They all retreat to their bedrooms and went to bed. Gwen was now starting to wonder if Rose was right about Chef Saltbaker. She keeps it to herself for now and goes to sleep with another challenge awaiting her tomorrow.