The next morning, the Guard bangs on the jail door and announces to Stanley he has a visitor. It's Tina. He's puzzled why she is there. She wants to know if it's true, that he is the Mask. He confirms. Tina confides to him that Dorian is going to the Charity Ball and is planning something terrible. She looking to stop him and asks Stanley how the Mask works. He doesn't know, he only knows it brings a person's innermost desires to life. Which is why Dorian is so demonic and he advise her to get out of town.

Tina takes a beat and absorbs this information. She thanks him for a number of things, sharing a sunset, treating her like a person instead of a party favor, and for being any kind of romantic. Even a hopeless one. She shares with him, that night at the club, she knew she met someone special. "The Mask," Stanley remarks. She says no, the guy inside the Mask, Stanley Ipkiss.

They draw closer. The iron bars scrunch up their faces and are about to kiss. Suddenly the key-guard chimes in and tells her that her time is up. Stanley pleads for one more minute. He ready to return for that kiss, but she starts telling him that she's going to disappear for awhile. She doesn't know where she'll go, but she will let him know as soon as she can.

Stanley takes a long last look at Tina as she's escorted out. Warily, Tina slips out of the precinct. She spots Orlando watching her. She quickens her pace, turns a corner, and Sweet Eddy approaches. She belts him across the face. In the jail cell, Stanley hears Tina's screams. Through the cell window, he sees her being chased. Frantic, he pleads to the key-guard that he needs to do something, but the guard thinks he's making it up and returns to his nap.

Agitated, Stanley paces around the room. Stanley's eyes pop open. An idea! Stanley climbs up on the cot, looks out the window, and calls for Milo. Just a pile of trash. The dog's gone. Then... a rustle. Milo emerges from the trash pile - tail waggling as he sees Stanley. Milo jumps on boxes, using them as steps. The little dog jumps up, helplessly trying to reach the window.

We cut to Tina running in the alley, she turns a corner and a limo comes speeding towards her as she runs away. But Sweet Eddy cuts her off.

The limo screeches to a halt and Dorian steps out. He questions her about visiting the police, Ipkiss, and makes a few accusations.

Orlando shows up and produces a suitcase found in her car, indicating she was planning to leave town.

He slams her against the wall and informs her she is going to the charity ball with him. He orders her into the limo.

Back at the jail window, Milo almost reaches the window, but falls back down again. The dog leaps again, on this jump, Stanley grabs him and brings him through the bars. Stanley gathers Milo up in his arms. The dog licks his face and yelps joyously. Stanley peeks down the hall.

The Key-Guard's napping in his chair. The key chain is attached to his shirt pocket. His half eaten sausage and cheese still lies before him. Stanley shows Milo the guard, then whispers in the dog's ear to get the keys. Milo cocks his head at the sound of the word keys. He zips out through the bars. Milo trots down the hall and approaches the key-guard's station. The dog stares and sniffs at the napping man. Milo hops up on the desk and picks up a slice of cheese from the guard's unfinished meal.

Stanley, "I said keys, not cheese. Keys. Get the... keys!" Milo approaches the guard and stops - staring at the keys dangling from the man's pocket. Milo inches over and bites down on the key-chain. He starts to pull when... The guard stirs and almost wakes up. Milo freezes. A moment later, the guard settles back. Milo grabs the keys and trots back to Stanley's cell.

Charity Ball: Reporters and tuxedoed guests crowd around as Niko and town dignitaries, including the city's mayor Mitchell Tilton (Ivory Ocean), celebrate the event.

Charlie is also there with his skirt radar forever on. Dorian's limo barrels through the streets of Edge City followed by two sedans full of his men.

We see Dorian and Tina, dressed to the nines for the opening. Dorian holds the mask in his lap. Tina nervously starts to light a cigarette. Dorian snatches the lighter away from her, "I wouldn't do that, Sweetie. We don't want to start the celebration early."

Dorian flips back a blanket covering a compact wooden crate of explosives. Dorian slowly raises the mask to his face as Tina watches in horror. The tinted glass lights up from inside like muted fireworks as Dorian's transformation begins.

Police Station: The guard is sound asleep, Stanley carefully lifts the guard's gun out of his holster. Gun in hand, Stanley starts to back away. The Guard chokes off a snore and begins to wake up. He sees Stanley and frantically reaches for him. Stanley slams the butt of the gun down as hard as he can on the Guard's head. Thonk. The Guard drops back down on his chair unconscious. Stanley turns and starts for the door when he bumps straight into Lt. Kellaway.

Stanley is shocked, but quickly realizes he's got the gun. He points it at Kellaway with greater authority. Kellaway protests that he will make it out of the station full of cops. Stanley realizes he is right.

Stanley pockets Kellaway's gun while keeping him covered with the Guard's gun. He pulls the handcuffs from Kellaway's belt and handcuffs the two of them together. Stanley gathers Milo, keeping the gun jammed in Kellaway's ribs.

Lt. Kellaway and Stanley march past policemen and citizens at the front desk area looking stiff and unnatural as hell. Doyle waves hello from the coffee service as he munches on a chocolate doughnut. He questions Kellaway where he is taking Stanley. Kellaway tries to tip Doyle off by talking pig latin. Stanley jams him in the ribs with that hidden gun. Milo pokes his head up out of Stanley's shirt, but Stanley instantly pushes it back down.

Doyle does a double-take wondering what's wrong with this picture as they continue their stiff-legged walk out the door. Doyle gives an uncertain wave with his half-eaten doughnut. The police car tears through the streets of Edge City with its siren blaring. Kellaway sits in the rear of the car with his hands cuffed behind his back. Stanley's at the wheel with Milo at his side. Kellaway is livid. Kellaway is thrown into the door as Stanley screeches around a corner.

Charity Ball: The event is in full swing as the limo pulls up to the front doors. From inside we see the front doors of the club, suddenly the doors explode inwards, blowing Security Men off their feet. Dorian/Mask steps through the smoking ruin dragging Tina after him. He's flanked by a half dozen of his heavily armed men.

Armed Security pull their weapons, but are immediately blown away by the thugs. The crowd is thrown into a panic. In a standoff, Dorian/Mask taunts Niko to open fire at him point blank. Niko fires off several rounds. Dorian takes the direct hits. He grins horridly at Niko and then the bullets in Dorian's body are sucked in with a mighty breath. Dorian blows the bullets back at Stanley. RAT-TAT-TAT-TAT. Niko is riddled with bullets and dies.

The frightened crowd mills about in terror as Dorian's thugs seal off the exits. Dorian hauls Tina over to a column where his men are wiring up explosives. He slams her up against it as his men lash her in place with coils of rope. Sweet Eddy and two other Thugs are busy wiring explosives to the pillars. Dorian plugs the timer into the nexus of all the wiring.

Stanley screeches to a halt in the cop car. He turns to Kellaway, brandishing his gun, and tells him to call for backup. He orders Milo to stay. As soon as Stanley shuts the door Milo starts pawing at the handle. At first, Stanley is briefly success with the assistance of Charlie.

However, Stanley is spotted by Orlando and captured before Stanley can do anything.