Hello everyone! Welcome to my new story "Once Upon a Nutcracker"! This is something I have been working on for a while and I am excited to share this with you guys! I am working on another story called "Another Story Another Time Season 2" and I will be taking a short break from that.

This story is filled with adventure, thrills, laughs and overall excitement, and is inspired by the "Tom and Jerry Nutcracker Tale". Not only that but the is my first Cuphead AU story! I hope you guys enjoy it!

Now, let's begin our magical story...

Chapter 1; A night full of surprises

It was a peaceful night in the kingdom of Toys, where many playful objects and other citizens lived in harmony. The sky was navy blue with twinkling lights, as snow gently fell on the ground. The entire area was covered in a huge blanket of fluffy white snow, perfect for snow angels, sledding and building a snowman.

While it was a wonderful night, it was also a busy one. Tonight, the castle was hosting a grand party and everyone inside the palace was busy as little bees; servants running around, the floors being polished for that freshly cleaned shined, the curtains ironed and fluffed to perfection, the food in the kitchen was finished and the orchestra was running and reviewing their music.

While it was a busy time, they enjoyed the holiday season and wanted everyone to participate. It didn't matter on background, age, where you came from or where you're going. They were welcomed with the castle doors wide open.

As the staff continued to prepare for the festivities, a servant passing by the stairwell heard the sound of footsteps descending. They looked and stopped instantly.

It was Prince Josh.

His blonde hair was slicked and neatly combed back, his blue eyes shining which complimented his cream skin.

He wore a red dress suit with a white collar, embedded with gold shoulder pads, and on the chest of the suit were four gold designs, along with a large silver belt that held his sword in place. He additionally wore black dress pants with black dress shoes, shined to perfection, and he wore white dress gloves.

"Oh, your royal highness!" The servant announced, bowing. "So glad to see you this fine evening."

"Please, there's no need to be formal." Josh smiled. "I may be the prince, but I'm also a friend."

"Oh, I understand, your highness, but your father gave us specific instructions to treat you with proper respect." the servant claimed. "I want to make sure you're honored and valued."

Josh chuckled lightly. "I remember him telling you that. But at the same time, I feel fine and quite overjoyed."

"Overjoyed?" The servant repeated. "How so?"

"Well, not only is it Christmas Eve, but tonight, I've decided to propose to Princess Audrey." Josh claimed.

He then pulled out a small red box from his pocket and opened it up to reveal a silver ring with a beautiful silver circular gem connected to a snowflake halo.

The servant's eyes widened.

"Oh, your royal highness! It's absolutely beautiful!"

"Thank you. It belonged to my mother." Josh sighed. "I had it cleaned up and had to find someone to fix the small snowflake clamp here, but I think it turned out pretty good."

"I agree. Oh, she'll be so excited!"

"I just hope I can pull off a great proposal without passing out or something." Josh chuckled, putting the box back in his pocket.

"Oh, I'm sure you'll be fine. And know that we are right behind you."

"Thanks. Appreciate that." Josh smiled.

"Honestly, I'm glad it's you who's proposing to the princess and not that awful king." The servant shuddered. "He is horrible and has no interest in loving that girl."

Josh took a deep sigh. "Don't remind me. He's nothing but a pain and wants everyone to be miserable so he could have a good time."

"Well, I pray that we don't have to worry about him." the server sighed. "The good Lord knows why he tries but he is persistent."

"Agreed. But at the same time, he does know he's messing with me, and my friends and knows he'll always lose." Josh recalled. "Maybe he'll call it quits this year."

"Let's hope so."

"And we should be excited. Besides the proposal, I'm excited to be celebrating the holidays." Josh mentioned. "There's something about it that makes it so…magical."

He gazed out the window, seeing the snow fall in the kingdom and the lights in the village, knowing that people were getting ready for the festivities to begin.

And what better way to express that than a good old holiday tune!

*New Song: One more Sleep til Christmas From Muppets Christmas Carol*

Josh: There's magic in the air this evening, magic in the air. The world is at her best, you know, when people love and care

He sighs as he continues to look out the window, seeing the festivities happen outside the palace. He can see people in the village carrying various supplies, talking with one another and going in and out of shops and homes.

Josh; The promise of excitement is one the night will keep. After all, there's only one more sleep 'til Christmas

He then moved from the window, and skidded down the hallway, feeling a burst of excitement surge through his body. He decided to go down the hallways and see the different rooms. Each room was decorated with the best holiday decor; reefs with elegant ribbons, small christmas trees garnished with tinsel, ornaments, and candles, and garland hanging on the walls. He wanted to make sure they felt right at home

Josh; The world has got a smile today, the world has got a glow

He looks around the palace and sees the servants passing by laughing and exchanging small gifts to one another.*

Josh: There's no such thing as strangers when, a stranger says "hello"

He gives a wave to them and they wave back, before bowing. He knew they were doing their job but it was nice to see them still be good friends with him.

Josh: And everyone is family, we're having so much fun

After all, there's only one more sleep 'til Christmas

He saw that a maid was having a bit of trouble carrying some supplies so Josh quickly headed over and helped her, taking the items and placing them on the table.

Maid: thank you, sire.

Josh: always a pleasure to help.

Josh: 'Tis the season to be jolly and joyous, with a burst of pleasure, we feel it all right!

He headed towards the kitchen and took a whiff in the air. The smell of chocolate and peppermint filled his nose and being sneaky, he managed to steal a small piece of gingerbread while the bakers didn't see a thing. He smiled and scurried out of the area.*

Josh: It's the season when the saints can employ us, to spread the news about peace and to keep love alive!

He then heads to his office and adjusts the ribbons on care packages he made for the local orphanage. Each box contained a few small toys, books, treats and a handwritten note to each one. Once they were ready, he handed each of the packages to some servants who went off to deliver them to the children.

Josh: There's something in the wind today, that's good for everyone

Once they were gone, Josh took a sigh. He scooted a few things from his desk and pushed back in his chair*

Josh: Yes, faith is in our hearts today, we're shining like the sun. And everyone can feel it, the feeling's running deep. After all, there's only one more sleep 'til Christmas

He heads to his balcony doors and opened them, stepping on to the balcony and rested his arms elbows on the edge and placed his head on them*

Josh: After all, there's only one more sleep…'til Christmas day

*End song*

Josh looked up at the starry sky and he saw a shooting star zip by. He closed his eyes and took a deep breath, feeling the chilly air around him. While he loved to be surrounded by people in and out of the palace, there were times he needed to be alone and catch his breath.

"I know I love the holidays, but they can be very stressful." Josh chuckled to himself. He pulled out the box from his pocket and opened it up, looking at the ring inside. It glistened under the moonlight and was very appealing to the eye. He hoped she liked it.

Audrey and Josh have been good friends for as long as they could remember. They met when they were children and while their parents weren't the type to arrange their marriage at a young age, they thought they would be good for each other. They saw them grow up together, shared good times and hard times.

They were there for Josh when his parents passed away, which was hard for him, especially when the holidays came around. They supported Josh and helped him with running the kingdom. Since he was young when his parents passed, he wasn't ready to be king.

Now since he was 27, he was ready to take on the role of king, but hoped to marry Audrey first.

"I just hope the thought of being queen won't freak her out." He muttered. "But she has been preparing for this her whole life."

Just then he heard the balcony doors open.

"Excuse me, sire. I'm terribly sorry to interrupt." A maid meekly stated.

Josh turned around and smiled. "Yes? What can I do for you?"

"I wanted to let you know that her highness's carriage is arriving and the food is ready to be served in the large dinning hall." She informed him.

"Ah. Thank you." Josh replied. "I will be heading down to meet her."

He then placed the ring in his pocket and headed out of the balcony. He made his way to the front door where a few servants and other staff members were waiting in rows on both sides, as they saw a red carriage approach the steps of the palace.

Josh began to feel his heart pound, and his breath was short. Even though he was good friends with Audrey, he still wanted to show respect to her. After all, she was the princess.

A footman then hopped off and opened the carriage doors. He held out his hand and Josh saw who stepped out.

It was the lovely and fair Princess Audrey. Her light skin brought out her warm brown eyes and her strawberry blonde hair was styled in a low bun with a braid on both sides of the head, her bangs brushed to the side of her face.

She wore an elegant ballerina dress that went down to her knees and was off shoulder on both sides. It was a light sky blue color that faded to white at the hem of the dress, with a crystal gem near the waistline.

She additionally wore white stockings, light pink ballet shoes, a white hooded cloak with a ribbon tied around the neckline, a black choker around her neck, a silver beaded bracelet, and a silver tiara placed perfectly on her head.

She stepped out of the carriage, gave a small nod and smile to the footman and pulled down her hood from her head. She then walked up the steps as the servants took small bows and curtsying and she approached Josh, who had a big smile on his face.

While being a few feet away, she grasped both sides of her dress and curtsied.

"It's a pleasure to see you again, Prince Josh." She stated.

"And it's an honor to see you once more, Princess Audrey." Josh added, as he took a bow. He then took Audrey's hand and the two of them walked up the steps into the palace.

"How was the journey for you?" Josh asked.

"Very well. I've been down that path for as long as I can remember." Audrey smiled. "Traveling so many times makes the trip shorter."

"Makes sense." Josh commented as they headed inside. She untied her ribbon and Josh, like a gentleman, took her cloak and hung it on the coat rack near the entrance.

"I feel the same when I go to see you. I have to apologize for not coming to your kingdom as often as I should." Josh mentioned. "I was swamped with diplomatic missions and had to finalize many things before the festivities began."

"Oh, it's no problem." Audrey smiled. "I was very busy myself. My family has brought gifts for the both of us. We can open them tomorrow morning."

"Good to hear. And I have prepared a guest room for you while you stay here." Josh claimed.

She smiled and gave him a kiss on the cheek.

"You're very sweet, Josh. Thank you." She replied.

Josh blushed and then claimed. "I did hear that dinner is ready and the citizens should be on their way to join us."

"Wonderful! Oh it'll be nice to see them again!" She giggled.

The two then headed off to the large dining area and people began to flood into the palace. Not only was it the many citizens of the kingdom, but various toys as well; stuffed animals, horses, dollies, happy clowns (not the creepy ones), small figurines and a few elf toys.

After greeting all of them, and I mean all of them, they sat down at the table in soft chairs, and then servants began to bring in large plates of food; a variety of meats, cheeses, breads, sauces, greens and beverages. They poured the beverages in the glasses and placed plates in front of the guests.

Josh then stood up, tapped the glass with his butter knife gently, getting the attention of the guests. He cleared his voice and spoke in a loud, clear voice.

"Friends, family, honored guests, toys of all kinds, ladies and gentlemen. I would like to thank everyone who is here tonight. I am happy that everyone is celebrating tonight as we approach this holiday season. I hope for many happy moments with everyone this next year and the many more to come."

He raised up his glass and declared.

"To tonight and to the New Year to come. Happy Holidays, everyone."

"Happy holidays, your royal highness!" The guests replied, raising their glasses as well. They clinked with one another and began passing around food.

The meal was a hit; tasty food, great conversations, and plenty to go around and leftover.

Soon, dinner was finished and with everyone happy and full, they ate dessert and then headed outside to dance and enjoy the holiday lights around them.

Music played as people laughed, twirled and skipped to the beat of the music. Josh held onto Audrey and spun her around, as she laughed and beamed with delight. He looked at her eyes, shining under the moonlight.

The moment was perfect.

Absolutely perfect.

He leaned close, ready to give her a kiss, when suddenly-

*BANG!*

There was a loud explosion nearby that shook the place, scaring the citizens. Josh saw a guard rush up to him.

"Sire! He's here! And he's attacking the kingdom!"

Before Josh could act, suddenly an army of imps and other goons appeared, all wearing soldier suits and hats, and began attacking, causing the citizens to panic and flee.

Just then, Josh heard a familiar voice command "Boys! Round up those worthless peasants! I want this kingdom to be mine!"

He knew that voice all too well. He looked over and saw none other than the Devil, who wore a purple robe and a gold crown on his head, holding his pitchfork in his right hand. Standing next to him was a fat, short imp who Josh concluded to be Henchman, the Devil's assistant.

Thinking fast, he grabbed Audrey's hand and shouted to the citizens and toys "Get to safety! Quick!" He then rushed her to safety while everyone else ran for cover.

The good thing was some of Josh's guards started evacuating people and attempted to get them to a secured area. However, the imps would catch up and shove the guards and grab the citizens, locking them in a toy-chest like prison. Since everyone was smaller than the baddies, they had a harder time escaping.

Josh began to panic. People were getting taken left and right and there was little time to act.

"Oh, Josh, what do we do?" Audrey asked. "They're raiding the kingdom!"

"I know. We need to come up with a plan to get them as far away as possible!" Josh mentioned that the two of them hid behind a large decorated tree.

They peeked out and saw the many citizens crying as an imp kept an eye on them.

"Great. He decides to crash the party and takes everyone prisoner!" Josh thought. "There's got to be a way where I can distract him and get everyone to safety…"

Then, Josh noticed that the imp was admiring the large stack of presents by one of the houses. Thankfully, they were only decorations, but the imp seemed really desperate to open them up and see what was inside.

Suddenly, he had an idea. He whispered into Audrey's ear and explained to her his plan. She nodded and got to work. A few minutes later, the imp was about to move out when Audrey called

"Oh, Mr. Imp! I have a present for you!"

His ears perked up.

"Really? For me?" He giggled with delight. While Audrey presented him with the gift,

With Audrey keeping the imp busy, Josh skidded on top of the chest and threw a lassoed end to the bars and slid down the chest. The issue was while he was a strong guy, pulling a large chest was like trying to pull on a boulder.

Just then, he heard someone call to him

"Sire! Are you alright?"

Josh looked and saw three people come towards him; two of them had cups for heads while the other was a chalice. One of the cups had red shorts, light brown shoes, yellow mittens, a green embroidered jacket with a teal green scarf around his neck and had red earmuffs on.

The other had blue shorts, a dark brown jacket, a light brown scarf, yellow mittens, and blue earmuffs. They looked identical, but their straws and noses looked different. The red nose was smaller and the straw was bent, while the blue nose was bigger and the straw was more upright.

The girl cup, who Josh saw was more of a chalice, wore a black shirt with a white collar, a seafoam green skirt, a pair of orange Mary Janes, dark blue mittens, matching buttoned coat, a yellow scarf and matching earmuffs. In addition to that, she had a silver crank attached to her back

"Yes, but there's no time for that. I need your help getting the people to safety." Josh quickly explained.

"You got it! Come on, Cuphead and Chalice!" The Mug claimed. "Let's help these people!"

"Good thinking, Mugman!" Cuphead beamed.

They grabbed the rope and began to pull, moving the chest, hoping to get the people to safety. The toys and citizens cheered for joy as their prince had saved them.

"I just hope we can escape in time…" Josh muttered.

Meanwhile, the imp was overjoyed to find a sweet teddy bear in the box. Only, what he didn't know was that it was actually a set of T'n'T in the shape of a teddy bear.

"Thanks, it's what I've always wanted." He sighed, as he rocked the bear in his arms. Audrey nodded, held back a giggle and quickly rushed off to take cover, since she knew what would happen next.

As a group of imps passed by, they saw him hold the 'bear' and began laughing at him before one of them asked "Wait, isn't that a bomb?"

"A BOMB?!" they all screamed. But before they could act-

*BOOM!*

It exploded right in their faces! The Devil, who saw that they were escaping, was not pleased.

"Hey! Someone do something!" He shouted, but stopped when he saw his troops burnt to a crisp. He gave himself a facepalm and groaned. He clearly was working with a bunch of nitwits.

He then saw a few imps chatting with one another, eating over the leftover food from the dinner. He stomped towards them and shouted. "Hey! You lazy bums! Stop those pests! Get moving!" They quickly saluted and rushed after them.

Josh could see them coming and as much as he wanted to go and stop them, he was worried that his friends would have a difficult time moving the citizens to safety. Then, Cuphead came up with a plan.

He grabbed a small sack of marbles and opened the bag, causing the marbles to fall out.

The imps comically slipped comically on the loose marbles. One slid and crashed into a tree, while the other one skidded on a small frozen pond, sliding around, making a quick turn and zooming back.

"Sire! Look out-!" Mugman called out.

But he was too late. The imp slipped off the ice and landed on top of the chest, causing it to roll backwards, pulling the prince and his companions, and went right to the others and the Devil, who were more than happy to see them back.

The imps cheered for their comrade and before Josh could do anything, he felt someone grab his shirt collar and pull him back. Sure enough, it was the Devil who grabbed him.

"Well, well, if it isn't little Princey Josh." He taunted. "I can see you're still throwing these lame parties."

"Better than anything you'd make sense no one comes." Josh shot back.

"That was then, you pest. This is now." The Devil sneered, as Josh struggled in his grip.

The toys wanted to help, but they were outnumbered and The Devil was far more powerful than they were.

"Now that I've captured everyone in your kingdom and defeated you, I think I'll make myself right at home." the Devil proceeded. "And as my first royal decree, I hereby banish you from my kingdom!"

Before Josh could protess, The Devil shoved him and his three new friends in a large cannon. They were rather uncomfortable and it was worse when they shoved a rammer in there, pushing them further into.

Once they were finished, the imp, with no hesitation, pulled the trigger and

*BOOM!*

They sent the prince and his friends out to the skies and out of the kingdom.

Audrey, who had witnessed the whole thing, became very scared and attempted to make a run for it, when suddenly a metal cage landed on her, trapping her inside. An imp slid a metal plate underneath before lifting the cage.

"Ah ah ah, your highness." An imp taunted. "You ain't leaving. Time to go say hi to the boss."

He took her to the palace, as she looked out in the horizon where Josh was blasted towards.

She bit her lower lip as the imp began to take her to the palace. While she knew he was alive, she knew about the other realms that were nearby.

Some were more friendly than others.

"Josh, please be ok." She whispered.

With Josh, he and the others, after being shot in the air, flying farther and farther from his kingdom. Then, they hit the ground on, sliding across and eventually hitting a tree. They hit it so hard that they shook it and caused snow to fall on them.

They were very disoriented after that and dizzy to the head.

"Ouch..everyone ok?" Josh asked, rubbing his head.

"Yeah, but ohhhh….that was rough." Cuphead groaned.

"Ugh, you're telling me." Mugman claimed. "I think one of my arms snapped in two."

"Well, nevertheless, we're still alive. Barely." Josh mentioned. "Now, let's see where we're at."

He stood up, shook the dizziness off and scanned the place. The area they were in was a large snowy area, with mountains, trees and a forest a few miles away.

But the kingdom was nowhere to be in sight, nor was there a town or village nearby.

It became clear to Josh where they were;

A very long way from home…

Oh man! Talk about a crazy series of events! That rotten Devil not only ruined the party but kicked Josh out and kidnapped Audrey! Hopefully Josh can come up with a way to get home and save his kingdom! Toon in next time for another thrilling chapter!

As always, thanks so much for reading. Don't forget to leave a review but let's avoid the flames please :D