Hi there! Since this is a novelization, it will have most of the dialogue that appears in the game, as well as conversations between characters where there is no dialogue. I hope you like it, and I will try to update frequently.

A storm brewed above Spiral Mountain, casting the land into its shadow. Dark and ominous, the clouds were a swirl of poisonous green. Occasional bolts of lightning rent the sky with a crack and resounding boom, the bands of electricity itself tinged somewhat green by the clouds that surrounded it.

In a circular room, adorned with torches whose flames burned acid green, in a tower placed high in the witch Gruntilda's lair, a thick green fog billowed, mirroring the storm outside. If one were to look closely, as the clouds of fog waxed and wan, one would be taken aback at the scene inside.

Nothing in the beautiful valley outside this lair could prepare a curious visitor for the sight: A hideous witch who had stuffed her considerable bulk into her usual black robe. She wore a purple and pink striped scarf wrapped around her ugly neck, and a pointed, wide-brimmed witch's hat upon her lank black hair. Gruntilda Winkybunion was a fright to behold.

The green-skinned hag stood in front of her cauldron; a rather useful companion of many years named Dingpot. She used Dingpot regularly and in a variety of ways, none of which could be called pleasant for the unfortunate cauldron.

At this particular moment, Dingpot's duty was keep his mistress up to date on who was the loveliest creature around. Grunty fully expected Dingpot to tell her that she, herself, was the loveliest- who else could it be?

She had never asked Dingpot to perform this specific duty before, but she had recently heard of a fellow witch who had done so. In her vanity, Grunty figured that she would give it a try herself. Surely a cauldron would do just as well as, and likely better than, a mirror would for such a question? After all, a cauldron is the proper tool for any self-respecting hag to use.

Grunty grinned expectantly as she looked into the reflective surface of the potion Dingpot held, and, rhyming as she had always done since she was just a little witch, smugly asked; "Dingpot, Dingpot by the bench, who is the nicest looking wench?"

Dingpot answered, attempting to ignore that fact that the disgusting witch was picking her nose as he did. "Why it's Grunty any day, she really takes my breath away..." Dingpot coughed at the end of this statement, which wasn't truly a lie; Grunty did take his breath away, just not in the way his Mistress expected.

Grunty flicked her fingers clear before she responded, feeling unsurprised by this confirmation of her magnificence, which, she thought, was obvious to anyone who saw her. "Yes, you're right, I'm rather proud. My looks stand me out from the crowd!" she crowed arrogantly.

That was undoubtedly true.

"Err..." he said hesitantly, uncertain whether it was wise to tell Gruntilda of this. "But there is this girl..." he trailed off, waiting for the inevitable explosion.

He did not have long to wait. Grunty let out a screech of anger and disbelief. Placing her hands upon her rounded sides and staring down into Dingpot's depths furiously, she questioned sharply, "What d'you mean, this cannot be, there's no one prettier than me!"

An image of a young honey bear appeared, shimmering on the surface of the green potion like a snap-shot. The bear was adorable. She wore golden pig-tails tied back with purple bands, her brown fur looked soft and fluffy, and her eyes, wide and blue. She held a flute up to her muzzle, on which she held a happy smile.

"Why, it's Tooty, young and small. She's the prettiest girl of all!" Dingpot announced, deciding that since Gruntilda was already angry, he might as well tell the truth.

Grunty flew into a rage. Then, letting out a final screech, she grabbed her cauldron by his rim. Glaring down at Dingpot, she spat, "No, no, no, you must be mad, nicer beauty can't be had!" She placed her hands back on her hips and shook her head repeatedly as she finished.

Continuing with his course of honesty, Dingpot replied; "Unfortunately I think you'll find," the cauldron winced as Grunty, her bulbous yellow eyes furious, began pounding her fists on his rim, shaking her head once more, but continued nonetheless, "it's Tooty, she's cute and kind!"

The witch spun to face the door, and waddled rather quickly out of the tower, her sharp-toothed broomstick following behind. "Well, we'll see about that!" she said, forming the beginnings of a plan as she started down the steps toward the rest of her lair. Her high-pitched, ominous cackle echoed throughout the lair.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (

The next day, Tooty the honey bear ran down the well-worn path that led to the cozy little house where she, her brother Banjo, and their friend Kazooie lived. The young bear had on a red shirt with a yellow star emblazoned on the front, and bright purple pants, which matched well with the bands that held her pig tails in place.

The day before, Tooty had finally managed to convince her brother to take her on an adventure. Banjo hadn't been very enthusiastic when his younger sister had told him about her idea to go exploring beyond the sheltering walls of their safe little home, which was a very nice place to live in spite of Gruntilda's Lair looming over all of Spiral Mountain. Banjo would much rather stay in their house and the surrounding area, preferring the calm predictability that was life on Spiral Mountain over the much more unstable life that was that of an adventurer.

Tooty couldn't wait to get going. Unlike her older brother, she loved the thought of adventure and exploration.

She ran down the slope, stopping in front of the molehill of her friend, Mr. Bottles the mole, which was placed just next to the path that led from the fenced in yard that surrounded her house.

Jumping up and down in excitement, she waited impatiently for the mole to come out, which he did quickly, perhaps feeling the tremors her jumping caused in his underground home.

"Hi there, Tooty," her mole friend said, standing on top of his molehill, his blue eyes blinking down at her through his thick, red-rimmed glasses. "What are you going to do today?"

The plump, black-furred mole called Bottles had on his favorite sleeve-less red-and-orange checkered jacket today, and, as usual, he was continuously scratching his head and side. Once, Tooty had asked him why he was always so itchy, and Mr. Bottles had explained that it came from living underground. It was impossible to get every bit of dirt out of your fur when you were constantly burrowing through the earth.

Bottles was kind and was always ready to listen to the young bear's news of the day. Tooty wasn't exactly sure how old Bottles was. She knew there was a Mrs. Bottles Mole, so he was much older than Tooty was. But that was okay, because he was nice. Tooty had known the mole for a few weeks now, though Banjo and Kazooie had yet to meet Bottles.

"When my big lazy brother wakes up, we're going on an adventure!" Tooty told him excitedly, still jumping in place.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (

Inside the house, Kazooie, the red-crested breegull, poked her head and wings out of the blue backpack that hung on a coat stand just in front of the window. It was in this backpack that Kazooie spent much of her time, simply because the backpack was soft, made a good nest, and Banjo carried it around all the time, meaning that Kazooie didn't have to walk.

She could easily hear Tooty's voice floating through the open window as the little bear announced their plan to go on an adventure... as soon as Banjo woke up. Kazooie looked over at her bear friend. Banjo was still sound asleep, snoring loudly, and, knowing him, was probably dreaming about honey.

Banjo was a good bear, but Kazooie wished that he was a little less content to sit around doing nothing. It got boring rather quickly. The breegull flapped her red and yellow feathered wings a few times before folding them a little. "Wake up," she squawked in Banjo's direction. "I want to go on an adventure too..."

The bear didn't stir. Kazooie sighed.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (

Grunty laughed as, riding on her broom, she flew out of the entrance to her lair, which she had had shaped into her image. She arched to the side, heading toward the little bear's house, which was placed in a corner of Spiral Mountain's valley. "If Tooty thinks she's fairer than me, I'll steal her looks and ugly she'll be!" she vowed vehemently to herself, circling high in the sky as she prepared to land.

Grunty had spent all night making a plan, and she had come up with the perfect solution, If the potion Dingpot held said the little honey bear was prettier than Grunty was, then the obvious course of action was to take Tooty's looks for herself. It would leave Tooty hideous, and Grunty more beautiful than ever. It was perfect. And it would be done because no one was allowed to be lovelier than was Gruntilda Winkybunion. It was just not acceptable.

Down on the ground below, Bottles caught sight of the witch flying above, though she was too far away for the mole to make out clearly. "Is that your brother?" Bottles asked Tooty, pointing to the sky.

"Where, Mr. Mole?" Tooty asked. "I can't see him..."

"Up there in the sky!" Bottles said, still pointing.

Tooty looked upward. "I don't think so. Who is that?" she wondered.

Just then, Grunty's cackle floated down to them. Tooty started shaking, frightened by the evil sounding laugh. And that was before the witch spoke. "Come to me, my little pretty, you'll soon be ugly, what a pity!" Grunty said, her tone viciously gleeful, as shed swooped low to the ground and skimmed above the grass, heading toward the young bear.

Kazooie's back was to the window, and she tried unsuccessfully to twist in her backpack to look outside, wondering what was happening. Then she heard Tooty's voice, loud and scared, punctuated by thunks and thuds. "Let me go, you ugly old hag!"

"Don't scratch and bite, my little bear, you'll soon need bigger underwear!" What? Kazooie thought, bewildered. Whatever was happening, it certainly sounded like Tooty was in trouble. Alarmed, she continued to twist back and forth in an attempt to see outside.

"Oh no, she's got her!" another voice yelled, the same one Tooty had been talking with before the trouble started. "Somebody... help!"

Kazooie stopped trying to look outside and turned her head toward the sleeping honey bear. "Banjo!" she yelled. "Wake up... Now!" She had been prepared to wait for the bear to wake up before they went on the adventure they had planned with Tooty, but now was no time for him to be sleeping.

Banjo yawned, stretching his arms out to either side as his blue eyes opened. "What do you want, Kazooie?" he asked sleepily, yawning again.

Kazooie rocked her backpack back and forth, and with it the stand, as she said, "Let's get outside, there's trouble!" She let out a startled caw as she rocked the stand too hard and it tipped to the side, knocking the backpack and its occupant to the floor.

Gruntilda laughed once more; loud, shrill, and echoing, the sound was easy to hear all around Spiral Mountain.

Banjo jumped out of bed and quickly righted the stand and backpack. "Kazooie, what's going on?" he asked, scooping up the pack and putting it on, completing his usual look of blue backpack, yellow shorts and shark-tooth necklace.

"It sounded like something happened to Tooty." Kazooie answered, flapping her wings impatiently. "We gotta get out there!"

"Tooty!" the bear yelled. Banjo, with Kazooie on his back, ran out the door.