Mugman and David were pretty wiped by now. They were still recovering from the impact to the ground. Luckily, they had been able to use their powers to slow the descent to avoid the fall being fatal. The Devil was sprawled on his stomach and Mugman on his back. They both panted as their allies began to rush over. Tanuki, on the other hand, had shrunk back to the size of the Devil. He panted as well. But anger fueled his body. With a monstrous roar, he pushed himself up. Fists clenched and wings raised, an aura of fire burned around him.

Elder Kettle knelt down and nudged Mugman. "Come on, Mugman. Get up, my boy!" He quietly encouraged. Those glowing yellow eyes fluttered open and attempted to focus on his guardian. "Are you all right?" Mug's grandpa urged. The mutated mug gritted his teeth together and pressed his hands down. Kettle's gloved hand reached to his back to help him sit up. Though slow and shaky, Mugman finally got his torso upright. He gave a small nod his guardian's way.

"I…I've had enough of you!" Tanuki panted. Kettle turned to see whom the demon was referring to. Unfortunately, it was Mug that he had his sights on. "You die now!" The creature roared and leapt forward, teeth bared and claws outstretched. Elder Kettle acted quick and pulled out his sword that he was carrying around on him.

The kettle unsheathed the blade and pointed it at the red demon. A sickly crunch resounded as the sword sunk through Tanuki's shoulder. The creature roared in pain and agony. Blood gushed as he still tried to swipe at his prey. Those white claws were getting closer to the kettle as they kept lashing. His feet still plowed forward despite the weapon lodged in his body. Elder Kettle tried to dig in to the ground with his feet, but started to get pushed back. The tan glassware grunted in his efforts. He was scared that his grip would slip at any moment. His hands were getting sore from just the few seconds he was struggling to keep Tanuki away.

The furry demon was about to overpower him when Kettle felt a force from behind him. Mugman had stood up and grabbed onto the weapon's hilt to help his grandpa. They both pushed, driving the sword deeper into the shoulder until it came out the other side. Tanuki roared again. The creature then reared back, causing the two glasswares to let go. His paw reached up and wrapped around the blade. The demon pulled it out, causing another gush of blood to rain from him. Tanuki then tossed the weapon far away. He began to stalk toward his prey again. Mugman and Elder Kettle took a step back. Those claws started to reach again. Tanuki felt something bounce off his head, making him flinch. He stopped what he was doing and slid his glowing gaze to the individual that caused the distraction.

"Hey, pick on someone your own size!" Dice interjected. The die man had tossed one of his magic cards at the demon. Tanuki's stare quickly shifted down to what was in the casino manager's hand.

"Weapon…." He growled and began to turn himself around. Mug gasped and went to grab the creature's tail. The red demon hissed in annoyance and flicked its tail up and then down. This ultimately tossed Mugman away. The young mug slid along the ground, the blades of grass aggravating the wound on his back. His jaws opened in a silent scream until he came to a stop. Kettle once again tended to his boy.

Tanuki raised his wings as he turned to the King once more. Dice tossed another card from his sleeve. It grew to the size of a person and aimed for the demon's head again. The creature merely sliced it in half with its claws. King Dice gasped but then tossed multiple playing cards at the red demon. They swarmed him like oversized bees, attempting to cut with their sharp edges. Tanuki curled down like he was trying to protect himself. But then he pushed himself back up. Fire frothed at his fur. The fiery pulse quickly disintegrated the cards. Ashes fell about his paws as his vengeful glare singled out the casino manager.

The demon saw something in his peripheral vision being hurled at his head. His paw reached up and grabbed it. Tanuki growled and inspected a bottle that held a slimy green liquid. Everyone looked in the direction the vile came from. There was Cuphead, Spoonfred, and Ms. Chalice with the wooden cart filled with acidic supplies.

"What is this?" Tanuki grumbled. "Did you really think a weird-looking liquid would help you?" He proceeded to crack and crush the bottle in his paw. Everyone heard the glass shatter and splat of the liquid as half of it soaked onto his hand. "Huh?" The demon grumbled as it started to sting. He began to shriek as the pain intensified. The smell of burning flesh wafted to the onlookers. Tanuki's paw sizzled and smoked as the liquid ate away at his guise. The skin kept collapsing in until bone started to poke out. That was the first time fear was evident in the furry demon's eyes. He threw his round head back and cried, "NOOO!"

David and Mugman had pulled themselves up. They looked to one another with a knowing look that they had to act.

"Great job! Do it again!" Elder Kettle encouraged the children.

At the same time, the Devil whispered to Mugman: "Hold him still!"

The young mug gave a nod before rushing forward. Mug latched his fangs on Tanuki's hip. The creature only had time to yelp a quick roar before David came up behind him and held his arms back. This left the demon's chest and torso exposed. Ms. Chalice picked up a bottle of that potent fluid and aimed for the stomach.

"This is for possessing my soul!" She yelled as she tossed it. The object exploded on Tanuki's belly, immediately eating away at his fur and the skin under it. The demon yelled even louder this time. He began to thrash about.

Cuphead attempted to get another potion on Tanuki to slow him down. Just as he threw the third projectile, Tanuki gave a massive thrust and turn that tossed his two attackers off. The creature swatted the explosive away with his wing. It came rocketing back towards the children. All three of them ducked out of the way. Ms. Chalice emitted an "Eeep!" as she hid behind the cart. The projectile splattered on a tree behind them, immediately stripping it of its bark.

"You…" Tanuki growled and narrowed his eyes. "I'm not done with you yet!" He extended his none injured paw toward the girl. Acting like a magnet, Ms. Chalice started to feel herself being pulled in by the emblem still attached to her chest. She held onto the cart for dear life.

"Cuphead, I'm slipping!" The golden cup cried in panic. Cup acted quick and reached for her. He caught her hand just as she slipped off. The red cup strained to keep hold of the girl. His one hand held onto her and the other to the cart to try and keep himself rooted. But the demon's vacuum power proved to be too strong. Despite trying to dig his heels into the ground, the creature still pried the chalice away from him. She screeched in terror as she flew through the air and landed in the ravenous demon's paw.

"No!" Cuphead called. "Leave her alone!"

"Toss another one of those and the girl won't be able to scream anymore." Tanuki's skinny tail curled around towards the golden chalice. Its pointed end came close to her cup, as if it were threatening to slit her throat. Ms. Chalice cringed at the sharp object came near. Her heart pounded loudly in her chest. She silently prayed that it wouldn't come any closer. "Everyone stand down! I'll do it!" The red demon threatened. And all of his attackers listened. They did not dare charge forward in fear that he would seriously harm – if not kill – the girl in his paw.

At that moment, Kiki and Saltbaker made it to the edge of the clearing. They saw what was going on and stopped on the spot. The feline's pupils dilated in fear, the necklace still dangling from her jaws. Chef Saltbaker realized that everyone was at a standstill. He snuck up behind the tree that now had a hole in the middle of it. Spoonfred was crouched just on the other side of the tree. The utensil flinched when a glass hand reached around toward him. It stretched to the cart and picked up a bottle of acidic liquid. The chef's head poked around just enough to tell Spoonfred to keep quiet. A finger went up to his mouth in a shush movement. The young spoon merely nodded and kept quiet.

Chef Saltbaker took the acid bomb and snuck around the edge of the forest. All the while, Tanuki was making demands of what he wanted everyone to do. Mostly to allow him to possess their souls or kill them if they resisted. The salt shaker made it behind the maniacal demon. He crept a little closer before lobbing the bottle at the creature's back. It resounded with that satisfying shatter and splat. Tanuki's pained roar came right after. He ended up dropping Ms. Chalice in his agony.

Cuphead took a dive and pulled the girl out of the creature's range. The demon's skinny tail lashed around and ended up going at Saltbaker. The chef put up his hand to protect his face. Tanuki's spade tail went through the salt shaker's hand with a shatter that resonated through the forest. The poor man did not even have time to scream as his body was lifted up and flipped over onto his back.

"You again…" Tanuki hissed as Saltbaker found himself looking up into the demon's vengeful eyes. "It's not too late to take up my offer." He urged.

"I'm not making any deal with you!" The chef argued back. His hand injury hurt, but knew that it could be repaired. It wasn't like someone who had blood or life essence where it would constantly ooze out. Only a few grains of salt spilled out.

"Insolence!" The red demon roared and tried to bring his tail down on salt shaker. Saltbaker gasped and rolled out of the way before the spade could puncture his head.

Mugman, David, King Dice and Chef Saltbaker teamed up to try and hold the red demon still. As soon as one got hold of him, the creature tossed the attacker away. Tanuki definitely wasn't making this easy. Spoonfred took a bottle of the liquid and attempted to sneak up from behind like Saltbaker did.

If I can hit his head, it should do a lot of damage. The young spoon thought to himself. Spoonfred got himself around and crept forward, carefully planning his shot. Right between the horns. His eyes drilled into that spot. With a heave, he tossed the bottle up. It made the same satisfying sound as Saltbaker's attempt. The liquid rained down all sides of the demon's head as he roared in agony. The utensil turned and ran right after he tossed the bomb, hoping not to be within range of the tail. He had seen the skinny appendage flick upward last time and thought that he would be safe down low. Unfortunately, it swept along the ground and took the young spoon off his feet.

"Oof!" He grunted and alerted the creature to his location. A few drops of the acidic liquid came down at Spoonfred. He cringed and covered his head. The fluid splat on his gloves. He screamed and squirmed around as the acid began to eat through his gloves. Spoonfred was able to pry his gloves off before it started to burn his sterling silver skin too bad. The spade tail arched up like a snake before curling back down and wrapping around the utensil's body. The spoon's arms got plastered to his sides as the tail constricted and lifted him up.

"W-well….what do we have here?" Tanuki hissed as he brought the child around to look him in the eye. The creature huffed and puffed, clearly slowing down from all the acid eating away at his guise. Spoonfred noticed the bone of his skull starting to become visible. Droplets of the liquid rolled down its round head. Those big yellow eyes blinked rapidly as he started to become blinded by the dangerous fluid. Although he couldn't see the young utensil that well, Tanuki could sense the child's fear and inability to fight back. "Y-you'll do just fine." His paw began to froth with a magical red fire. Poor Spoonfred screeched and tried to wriggle around, hoping to loosen the grip. But the tail only seemed to constrict tighter and made breathing difficult. The young spoon was afraid that his sterling silver skin was going to bend and start collapsing in on itself if the tail crushed any further.

Spoonfred! Mugman panicked as the demon's paw reached up for the spoon's head. Acting quick, the mutated mug rushed forward. His fangs sunk into the creature's flank. Tanuki tried to roar, but seemed as though his own blood was gagging him. Mug made his fist glow with his dark blue magic. It went at the demon's stomach where the acid had burned the fur and skin away. The powerful strike caused Tanuki to vomit a spurt of blood that splashed on his feet.

The demon blindly lashed out and slapped Mugman across the face with his paw. He felt the teeth detach from his torso. The mutated mug got tossed to the ground. He hissed in pain as the wounds on his back got aggravated. Tanuki's fiery paw went for Spoonfred again. The young spoon cringed and closed his eyes, preparing for the worst.

"Let go of my boy!" Came a voice. Forkington rushed into the scene when he saw his son in trouble. The fork sprinted up behind the demon, lowering his head. His prongs gouged at the vulnerable spot on the creature's back. Tanuki hissed and dropped the boy. His head reared back as he felt those prongs rake upward on his back. He felt that organic red liquid ooze out more. Forkington went to back away after delivering his attack. But the demon whipped around and caught him between his paws, squeezing the arms to the utensil's sides. Forkington struggled in the grip. Tanuki gave a growl as he studied the person's aura.

"Mmm…not susceptible to suggestion anymore? You are of no use to me." With that, the red demon set his paws ablaze. The fire spread from the fork's clothes to his silver skin. Poor Forkington screamed in agony. Flames began to eat and melt his being.

"Father!" Spoonfred cried in horror. Others exclaimed their shock and concern too.

No! We have to stop him! Mugman gasped and tried to get up. But his body was too beat up to be able to get up quickly. The black figure of David rushed by. A sleek arm wrapped around Tanuki's neck and yanked at him. The creature shrieked and ended up letting go of the fork. The Devil pulled his adversary away from the utensils and did his best to subdue him. Unfortunately, Tanuki was still putting up a fight and refused to be pushed to the ground. King Dice joined in on the tussle to try and get the creature under control.

Spoonfred rushed himself over to his father. Mugman began to crawl in that direction, too. Elder Kettle and Saltbaker joined in to try and help. They all gasped when they saw the fork's condition. His body was vibrant shades of red from head to toe. The prongs even seemed to be whittled down and melded together.

"Father…?" Spoonfred's voice shook. His little eyes welled up with tears seeing that awful condition. Forkington began to raise his hand toward his boy. Desperate gasps came from his mouth. Could he even breathe anymore? What was left of his clothes appeared to be fused to his skin. The fork's hand had made it halfway to Spoonfred when it dropped to the ground and his gasps stopped.

"Father!" Spoonfred sobbed. "No, no, no! This can't be happening!" The young utensil nudged at his father. His ungloved hands felt the heat still radiating off the fork's body. It burned his little hands, but he didn't care. "Father, please stay with me! I'm sorry for what I said earlier! You're not the pathetic one, I am! Please, Father! Wake up!" His little concave head turned to the others that were approaching. "Please, help! Anyone!" He begged. Mugman had dragged himself over. A clawed hand reached out and touched the scorched body. It was hot, but there was no sign of Forkington's aura anymore.

I'm sorry, kid. He's gone. I wish we could've done something more. Tsundere said to his host. Mug was too in shock to translate this to Spoonfred. The mutated mug panted and his eyes began to water. His head slowly turned up with a solemn look on his face. The young mug didn't even have to say anything for the spoon to know what he meant by that.

"No, there's got to be something we can do!" Spoonfred persisted. He looked about and saw the Devil's trident in Elder Kettle's hand. The utensil remembered how the Devil had healed the group with that instrument. He wiped some tears away with his sleeve before standing up and approaching the tan kettle. "That thing can heal people, right? Please, can we try?" The boy pleaded. Kettle wasn't about to argue with the boy, but wasn't sure it would do anything by now. So the Elder merely nodded and let the spoon take the trident.

Spoonfred stumbled back over to his father's body, pointing the prongs at the body. Mugman, Elder Kettle, and Saltbaker each put a hand on the weapon to help the boy. They all thought about their desire to help and heal the fork. A yellow light came to the pointed end. It grew to the size of a soccer ball and pulsed towards the body. They held it there for about 30 seconds. The light finally dimmed. Spoonfred handed the trident back to his friends and apprehensively approached his father. For the body still looked the same; charred deeply.

"F-father?" He chirped out. Everything stayed quiet and still. Poor little Spoonfred was desperate for anything; a finger to wiggle, an audible breath, anything that would say that his father was alive. "Father?" He tried again and nudged the fork at the shoulder. All that came was a sizzle noise as his hand came in contact with the still blistering body. It was then that the realization really hit him. Spoonfred's father was gone…and there was nothing anyone could do about it. Tears came back to his eyes as he fell to his knees. A loud, anguished cry came from him as he hugged his father's lifeless body. The poor boy kept balling and apologizing to the corpse for things he had said to him when he was alive.

A few tears escaped Mugman and the others' eyes, too. Saltbaker gasped as he realized the young spoon was letting himself get burned by the body. It hurt deep inside to do it, but the chef rushed forward and plucked the young utensil away. The boy cried louder and flailed about as he was taken away from his only family. He pouted and begged to be let go. But Saltbaker knew he would just end up hurting himself if he let the spoon go.

"This can't be happening…" Cuphead said disbelievingly. Chalice, who was at his side, looked rather concerned as well.

"How horrible…" She added.