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Kathy, the girlfriend of the late Stanley Ipkiss, goes to find Lt. Kellaway and give him The Mask. As she gets to his office the door busts open and out spills a furious Kellawaywho has gripped a lawyer by the tie in an attempt to get to his client. A small argument is had and Lionel manages to calm Kellaway down and Kathy who has been behind the door this whole time reveals herself. Lionel goes to "Donut Fear" which is the Sergeants idea of a joke.

Kathy gives Kellaway the bag holding the mask. Obviously he thinks she's a bit mad and is probably still shaken up over Ipkiss' death. He tries to put it on but is stopped and told never to put on The Mask. He tells her he will keep it safe and he wont let anyone wear it. When Lionel comes back he tells Kellaway that he should take the mask home because he doesn't want to have Captain grill them for not properly filing evidence. Kellaway takes it home and sits down, he looks at the mask and decides to put it on. He discovers he is Big Head and tries out it's advantages by smacking himself in the head with a hammer, repeatedly. Then he goes to shoot himself in the head but opts for his hand instead thinking that if it doesn't work at least he wont look foolish. After that he thinks for a second of showing the captain but then decides to go out and conduct some "police business".

Meanwhile, at a restaurant, we see the Lawyer and his client (Rapaz) waiting for a man named Steven Listor. A man who works with the D.A. he is then paid to make some evidence disappear.

At a shop there is a robbery going on, they murder the little old lady behind the counter and run out to the get away car. which has broken down. When they open the bonnet who is in there but Big Head saying it's the carburettor, then he slams the bonnet on the drivers head leaving him dangling out of the car, the other two open fire on Big Head, seeing this didn't phase him they turn tail and flee. They double back and see their driver surrounded by police and being put into an ambulance. Big Head appears out from a trash can and announces he is going to demonstrate the art of balloon sculpting.

First he makes a Giraffe, then a French poodle and finally... you guessed it. A Tommy Gun! He then blows the two thieves away. As the paramedics are taking the driver away one passes the other a syringe and says to sedate the driver. The other uses it instead on his fellow paramedic and tears his face off revealing he is actually Big Head in disguise.

The Next day at the police station, Kellaway is in high spirits and calls Kathy to assure her she's not going insane but doesn't tell her he wore the mask. The Captain then bursts into the room telling both Kellaway and Lionel to get into his office as someone from the D.A.'s office is there to talk to them. It is no other than Steven Listor and he declares that evidence can't be found and that Rapaz must be set free. The Captain bawls out Kellaway and asks him what he will do now? As the Leutenant walks away he says "Just wait and see." and looks very angry.

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