Tina comes up with a plan. She tells Dorian/Mask that she would like one last kiss from him. Doubtful at first, Doria/Mask finds this proposition irresistable. He sticks out his slimy forked tongue, slithering like a snake towards Tina's face. But Tina turns her head way. "No, from the real Dorian. The guy I used to love. Nobody ever kissed me like Dorian Tyrel," Tina implores.

Sweet Eddy chimes in with urgency that there's no time, the building's going down any minute.

Dazed with lust, Dorian/Mask replies, "There's always time for a kiss!" Tina stares at him dreamily. Ego gets the better of him. He reaches up and rips the mask off. ssshup! Dorian/Mask transforms back into Dorian ...to give the girl one last thrill. He plants his mouth on Tina's -- kissing her roughly. Tina really gets into it. Tina slyly loosens her leg from the rope and drop-kicks the mask right out of Dorian's hand. It flies into the air.

A series of slo-mo shots as ... the mask soars through the air ... Dorian, Orlando, and Sweet Eddy on the run ... the mask reaches its summit, then tumbles down through the air ... hands reach high ... fingertips graze it ... But then suddenly, shockingly, a snout, flapping tongue and bare teeth soar straight up through the human hands and... Milo grabs the Mask as though it were a Frisbee. Everyone's stunned. Real time ... The dog lands back on the ground -- the mask firmly in his mouth. Milo starts to run away but... Sweet Eddy grabs his hind leg.

Milo's legs pumping frantically, is losing ground. At the last second, he drops the mask and jams his muzzle into it. Lightning flashes. Sweet Eddy's eyes widen as Milo transforms into -- Dog/Mask! His pint-sized doggy body now has a giant-sized green head with a double-row of jagged canine teeth. The plain collar now sparkles with gleaming studs. The eyes glow like hell fire. Reflexively, Sweet Eddy lets go. Dog/Mask unleashes an incredibly loud glass shattering sonic woof.

Orlando lunges at the Dog/Mask. But the canine-creature runs between his legs and chomps down on his butt. The men raise their guns and sprays the area with gunfire. Dog/Mask leaps away in the nick of time. Sweet Eddy is on his hands and knees searching for the Dog/Mask. A stream of water now trickles down on him from above. Dog/Mask is up high taking a whiz and snorting doggie laughter. Dorian sprays the ceiling with gunfire, but... Dog/Mask pounces on him, knocking him flat, then races out of sight.

Stanley and Dorian tear into each other with a long battlef of the fists, with Dorian getting the upperhand. The two men slug it out and the tide turns when Stanely pummels Dorian with a flurry of jabs to the head. Watching the fight, Tina gives a little smile astonished at Stanley's battle of fury.

But Dorian counters with a solid right that rocks Stanley back. Dorian grabs him by the collar to retaliate and boasts his superiority, again beating Stanley to a pulp. However, Stanley manages to muster one last solid punch that knocks Dorian back, slamming him into a slot machine that lights up with jackpot sights and sounds.

Stanely calls to Milo/Mask. Milo lets loose a happy "Whoof!" and leaps into Stanley's arms.

Stanley removes the mask with a schwoop and Milo transforms back into a regular dog.

As he is about to put it on, the Mask is whisked behind the bar and the henchmen start blasting away at Stanley. Stanley dives behind the bar as the henchmen riddle the bar with bullets. A pause of silence, then . . . Stanley/Mask pops up, jumps over the bar, and pulls out a pair multi-barreled assault weapons with rocket launchers.

He delivers a "do you feel lucky, punks" Clint Eastwood impersonation. The henchmens' eyes widen and bolt out of there.

Stanley/Mask races to Tina and sees the bomb has only a few seconds left. He picks it up, his mouth expands in cartoon fashion and swallows the bomb. A beat. The bomb explodes inside his belly, protuding his stomach like a balloon. With a fiery belch and an Italian accent, Stanley exclaims, "Now that's a spicy meatball!"

Dorian regains consciousness and comes charging, making his way through the ornamental water fountain. Stanley, "This guy is incorrigible!"

Stanley whips out an artist's palette and he fast motions paints a flush handle on the tree column and pulls it, flushing Tyrell down the drain leading to his death. The police arrive and arrest Tyrell's remaining henchmen.

Mayor Mitchell Tilton witnesses most of this (and deducing that Tyrell was the Mask from the start) and orders Lt. Kellaway to release Stanley.

As Stanley, Tina, Charlie, and Milo leave, Mayor Mitchell Tilton tells Lt. Kellaway that he would like to have a word with him later.

As the sun rises, Stanley, Tina, Milo and Charlie take the mask back down to the harbor.

They stop on the bridge. Charlie asks if he is sure, but Stanley knows what he needs to do.

Stanley and Tina get out and go to the bridge rail, carrying the mask. He tosses the mask into the water.

Stanley and Tina finally share their first kiss.

Charlie races down to the river bank and dives in to retrieve the mask for himself, only to find Milo swimming away with it.