Hello! I'm back from marching band and procrastinating! This fic took longer than expected, but I think I have improved from my last fics (I look back at them and cringe). But, to the newborn fandom, I'm writing a long (ish) fic dedicated for growth of fandom and fulfillment. Follow me for upcoming one-shots very soon! Like and review! Hope you enjoy!

Big thanks to my bestest of friends for the cover! My friend did a smashing job!

--E--

Waves and boulders race under their aeroplanes. Bullets reflect off the water. Cuphead angles his plane's nose around Cala Maria's attack and fires rows of bullets. For this plane battle, him and Mugman have to stay on their toes, minding the spike balls or pellets, and take the Mermaid down.

The breeze is a salty sweet. The ocean glistens aquamarine. Fighting Cala Maria should be cake. But--Cup looks back at Mug-- Mugman keeps misfiring at his propeller. It's been happening since their first attempt. He's already roughed up and doesn't need more shots through his wings.

"Pal, I'm on your side, y'know."

"Sorry!" Mug fumbles with his controls and moves to his three o'clock, keeping the oncoming eels at bay. These eels move in close. The second phase starts. Yet, unlike last time they fought her, the eels don't bite her hips and she never becomes a medusa. She grins, white teeth like the seafoam below, and orders them to fight.

She laughs, "You cups are dirty dishes! Trying to swipe my contract... If you were really good sports, you'd fight me without your fancy flying machines!"

Cuphead snorts and shoots down three eels, "Like we'd waste time with that. Right, Muggy?"

"Sure, but," Mug takes a sip off his straw--a habit he's has, thirsty or not, "do we really have to fight her?"

"Say again?"

Mug puts his straw back. "I dunno if we should just be fighting right now. What if we shouldn't?"

"She's trying to kill us!" Cup frowns, seeing CM giggle at them, "she's a debtor and we needa get her, right?"

"Right, but what if--?"

Electric bolts fly pass, skimming the sides of their planes in a fuzzy crackle.

"We already talked about this-- for now let's save our necks and fight back!"

Mug chews his lip, fidgeting, as he looks to CM. A guilty rash growing on his conscience. "But she's awful pretty..."

"I heard that, pal." Cup snickers.

"I-I'm just thinkin' aloud!"

"You do that a lot."

For Cup's birthday, it's easy to uncover gifts. He can swipe toy store receipts from Elder Kettle, and he just follows Mugman when he's walking in the forest. Thinking out loud for the birds to hear. ("Hm, should I get 'im a fire truck or a police car? ...Fire truck it is!").

Once Mugman got his actions in order, bullets spray at the Mermaid, but she has enough.

"Oh, you land-dwellers are all the same." Cala Maria pouts, "Coming to disturb my sea and pouch my tail."

"No hard feelings, doll-face." Cuphead shrugs, "Just needa get through this place and get the heck out."

"Not without a fair fight. I'm a fish with standards." She curls her lips and zooms forward, eyes growing to the size of windows.

The breeze turns sour as her eels reach out of the waves and gnash their teeth, almost tall enough to nip a wheel. CM swings a fist around to knock them down. The brothers cringe and jerk in tight places. Engines wheeze at the hustle.

"Ow!" Mugman chips his head on a incoming electric bolt. More come.

The air thickens with them. It's impossible to dodge each one. Their health goes down as the attack continues. Soon, inevitably, they'll both die, have to fly to heaven, wait, then try again once their bodies are restored. A long process. But they cannot afford to waste anymore time fighting the Mermaid.

Spilt oil and eel slime engulf the air. Cala Maria swats them, getting Cup's wing to bend, cripple, and lose balance.

"Mug, uh, maybe we should take a landin' soon." He says, not liking the taste of a retreat. "Let's fly away and come back la--."

But Mugman is not at his 3 o'clock.

Frantic, he checks all of his o'clocks until he sees a pair of leather shoes and porcelain knees poke out of Cala Maria's lavender hands. Eel teeth shred Mugs' plane into metal curls. She shrieks with laughter at Cup's twisting face.

"If you really want my contract, you devil follower, then you'll have to track me down without your flying machines. I'll be waiting!" She dances, descending down into the water as her eels rise. The henchmen smile electric webs and gang up on the Cup.

Mugman cries just before the Mermaid's hands submerge. Bubbles.

Cuphead has sparks in his eyes, "I'll save ya, Mugsy! She won't get away with this!"

But, with the eels shooting him down, it doesn't take long for his plane to ram into the coastline.