He tries it again. Same result. Stanley reason that it must work only at night. He asks the doctor if he should go to meet Tina as himself or the Mask. The doctor tells him to go as both, because they are the one and the same, beautiful person. Stanley sees this is a losing battle. He turns and walks out.

Moments later, Lt. Kellaway sits in this unmarked police car, finishing up lunch. The police band comes on. Kellaway grabs it. The dispatcher reports they've got that cross-check from the bank files and confirms it's Ipkiss. At that moment - Stanley comes out of Dr. Neuman's office building. He gets in a taxi and it drives off. He orders the squad team to stand by. He urges Doyle to get in the car so they can follow the taxi.

Landfill Park: Carrying his briefcase, Stanley enters the park. Kellaway and Doyle are in the bushes spying on him. Stanley sits on a bench and opens his briefcase, looks at the mask and ponders. He decides against it. He gets up nearly bumps into Tina, who wants to know what he's doing there. He makes an excuse he just wanted to make sure the two got together okay. They both sit on the bench and start chatting about how the park was just a garbage heap.

Looking at the sky, Stanley comments it's always beautiful at sunset. Those methane emissions really pick up the colors. We see above the city skyline streaks of colored light. Stanley then excuses himself since his "friend" will be along any minutes. Stanley gets up and hurries off through the trees as she calls to him to wait. But he's already disappeared. Tina starts to follow after when she hears a strange whoosh. A whirlwind begins to kick up the leaves all around her.

The Mask leaps out from behind a stand of trees in all his glory. He romances Tina in a deep syrupy French voice. He's dressed as a French eccentric with the classic black and white stripe shirt and beret. The Mask is all over Tina like a cheap suit. He sweeps her off her feet demanding a kiss delivered with exaggerated French accent. She's definitely having second thoughts about him, she's more frightened of him now than attracted. She rams her knee into his crotch to get away. He zips past her, cutting her off, he backs her up to the bench.

From a distance, Kellaway speaks into his walkie talkie in hushed tones, ordering all available backup, now. The Mask lights up a cigarette and starts blowing smoke shapes through his nose: first a heart shape, then an arrow piercing through it. For a moment, she is less alarmed. Suddenly Kellaway and Doyle step out, guns drawn. Tina takes off and so does the Mask. Kellaway orders the Mask to freeze. And he does exactly that. He literally freezes in mid-air, arms outstretched and feet suspended off the ground. Kellaway orders him to put his hands up.

The Mask's lips barely move as he speaks in a tiny voice out the side of his mouth. "But eu 'tol me 'oo freeze!" Kellaway then tells him to unfreeze and he's under arrest. The Mask instantly drops to the ground and throws himself into wildly exaggerated expressions of remorse and pain. Tears are gushing from Stanley/Mask's eyes like twin water taps. He puts his hands out and Kellaway slaps on the cuffs. The Mask cries, "What'll they do with me, Sarge?" Kellaway repies that's not his department and he orders the officers to search him.

Newsroom bullpen: Murray, an old timer newshound hurries into the room, grabs his notebook and pulls on his coat. He grumbles it's gonna be a long night and his wife is going to kill him. After he explains the cops have Ipkiss stake out at Landfill Park, Peggy perks up and offers to take his place so he can go on home to Claire. He hesitates at first, but she pushes the matter and grabs her coat. She gives Murray a quick peck on the cheek and runs out the door.

Landfill Park: Doyle and an officer are emptying the Mask's pockets and starts tossing stuff on the ground. The inventory seems to be endless: a rubber chicken, a bowling pin, a large fuzzy dice, a Sousaphone, oversized sunglasses, brass knuckles, a horn, a play football, a paddle board, a small mouth bass. Doyle screams and pulls out his hand, a mousetrap is clamped on his fingers. The search continues: a squeeze toy, eyeball glasses, a Bazooka, to which the Mask claims he has a permit for that.

And finally, a picture of Kellaway's wife... Kellaway looks down at the photo. It really IS a picture of his wife with a handwritten note: "Call me, lover - 555-1234!" Furious, Kellaway lunges at Stanley/Mask's neck. Two other officers restrain him. The Mask, "Jeez, I figured you had a sense of humor! (pause) After all, you married her!" Stanley/Mask slaps Kellaway and Doyle across the face in fast motion and runs for it. Kellaway starts to follow, but discovers he's now handcuffed to Doyle.

Park entrance: A twelve foot high stone wall surrounds the park. Stanley/Mask races through the entryway, slamming the park's huge wooden gates behind him. In super fast speed, the Mask secures the gate with boards and chains. He hammers in dozens of nails at high speed and throws himself against the gate.

But he turns and sees cops... more cops than seems humanly possible. And they're all aiming their guns at him. The Mask's eyes bug out, his skulls pops out, his tongue stretches out several feet, and he lets out a scream. Then it all collapses back, reforming his face. A bullhorn voices announces for him to put his hands up or the will fire.

Stanley/Mask looks around, like he's trying to figure a way out of this mess - then - "Hit it!" he shouts. With that, a police spotlight snaps on, and the brightly lit park entry-way becomes a beautifully lit stage.

Stanley/Mask strikes a pose, now wearing a black "boater" hat and weilding maracas. A Rumba begins playing from nowhere. Stanley/Mask sways seductively in time to the music. Some of the cops have an involuntary urge to sway with the music.

The Mask starts singing "Cuban Pete Rumba" by Desi Arnaz. Gene Kelly on acid, Stanley/Mask punctuates his number with any number of sly gestures - winking, nodding, sliding seductively down a street lamp post - it's his big number! The cops watch this with open mouthed astonishment.

A female cop with her gun drawn has a look of surprise spreading over her face as, against her will, she opens her mouth in song. More officers join in on the song. Stanley/Mask sidles up to the female cop, "dirty dancing" her across the street. On the stone wall, Kellaway climbs the wall. He can't believe his eyes. Doyle clamors up beside him.

Like some weird, loony case of mass hypnosis, Stanley/Mask waits for the "musical break" to coax the armed cops into joining him on the number - as the rough and tumble equivalent of Chorus Girls. The street takes the look of a Busby Berkeley musical as the cops high step in time to the infectious Rumba beat. Kellaway leaps/tumbles down from the wall into some bushes and scrambles to his feet. He can't believe his eyes.

His cops, his tac squad - they're all in the street, dancing with this crazy maniac. Doyle crash lands beside Kellaway and starts out to join the others, but Kellaway grabs him by the back of his jacket and threatens to shoot him if he starts dancing. During the musical mayhem, the Mask takes off - dashing into the crowd. Kellaway spots the Mask and races after him, calling his men. The cops - shaken back to reality - fumble for their weapons and give chase. The Mask bumps into an old lady who screams at his hideousness. He plants a kiss on her lips and takes off.

The Mask ducks into an alley corner and brings his arms to his head. There's a ripping sound. The Mask has now transformed back into Stanley. He looks around and with perfect timing, a car screeches to a halt driven by Peggy. She honks her horn and hollers for him to get in. As he heads for her car, Kellaway and the cops catch up and orders him to halt or they will shoot. Bullets explode all around him. Stanley jumps into the passenger seat and Peggy speeds off.

News shipping room: Stanley and Peggy sit on stacks of bound newspapers in the vast shadowy shipping room. Peggy hands Stanley a cup of coffee. He's a complete wreck, clothes disheveled, rings under his eyes. Stanley shares that he's lost all control. When he puts on the mask he can do anything... be anything, but it's ruining his life.

She tries to consul him, softening him up with more nice guy speech and that's all he ever needs to be without the mask. Stanley asks her if she means that. "Actually, no," she replies. A large metal door slides open, Dorian and his men approach with their guns trained on Stanley. Dorian gives the fifty thousand dollars to Peggy.

Stanley realizes he's been betrayed by Peggy. She explains to Dorian that when he puts on the mask, he becomes that green thing. Sweet Eddy and a second thug grab Stanley and hang him over the steel maw of the whirring news press. Peggy pleads that he wasn't supposed to be hurt, but Dorian says he lied. Dorian asks Stanley how the mask works.

Stanley tells him to just put it on. Dorian raises the mask to his face. With a crack of thunder a whirlwind of light and power swirls around Dorian's figure. Unlike Stanley's transformation, Dorian's is much more diabolical. He grows and changes within a nimbus of roaring light. Finally the light dies away and Dorian/Mask rises from a circle of swirling smoke. While Stanley was a zoot suited bee-bopper in hyper-drive, Dorian/Mask is more like a hulking evil genie, fresh out of the lamp and pissed at the world.

Touches of his neuvo-gangster look is still apparent, but his huge grin stretches out like a Tyrannosaurus Rex's, under eyes that glow green with wicked power. His voice is a deep inhuman rumble. Sweet Eddy asks if he's okay, Dorian/Mask responds better than ever. Wanting to know what to do with Stanley, Dorian/Mask comes up with a plan. The police are looking for the Mask. So they will give them the Mask. Dorian/Mask throws his head back and lets loose a deep booming laugh.

Stanley's apartment: Stanley lies in the back seat, gagged, bound hand and foot and half hidden under a blanket. Sweet Eddy, in the driver's seat, pokes his .45 under Stanley's nose. He threatens Stanley that the money better be there or he can Ipkiss his ass goodbye. He chuckles at his own little joke. Inside the apartment, the door is kicked open, Orlando and another thug burst into the room. They yank open the closet door and start scooping the cash into plastic trash bags.

Milo peeks out from behind the curtain. He ducks behind the curtain and looks out the window. Stanley can barely be seen peeking out the car window. Sweet Eddy pushes him back down. Milo's ears perk up. The boss is in trouble! He checks back outside the curtain. Milo races right by the henchmen, just out of sight as they finish up and start out the door carrying the trash bags. The henchmen hop in and start the engine. As the car peels out into traffic, Milo appears, valiantly racing behind them.

Police station: Dejected, Lt. Kellaway comes out of the front entrance with Doyle. Kellaway rambles on about how this embarrassment is going to cost him his pension along with other ramifications. Doyle tries to cheer him up, stating that something will turn up. Kellaway sarcastically replies, "Sure. Stanley Ipkiss is going to fall right into my lap!"

A car screeches by. The door flies open and a body comes tumbling out - knocking Kellaway down. He looks up at the body sitting in his lap - Ipkiss. Kellaway pulls a green rubber mask out of Stanley's pocket. Kellaway starts hauling him up the precinct steps. Kellaway and Doyle drag Stanley into the precinct.

Jail cell: Bruised, beaten and exhuasted - Stanley's thrown into a small cell. The key-guard locks the cell up - then walks away. Stanley looks around his dismal quarters. A filthy toilet. The cot even worse. There's a yowling. He climbs up on the cot and looks out the small, barred window. There's a dumpster below the window, overflowing with trash. Next to the trash heap is Milo. The dog looks up at Stanley and yips happily. Stanley tells Milo to find himself a new home. It looks like he's going to be in jail for a long long time. Milo watches Stanley recede back into the cell. Milo settles in, whimpering, ready to wait as long as it takes.