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The evil witch of Spiral Mountain, Gruntilda, is inside her lair, asking her cauldron Dingpot questions about who is the 'nicest and fairest of them all', to which Dingpot reluctantly answers, "You are, mistress". She gloats over her "beauty", until Dingpot finally breaks his 'silence' and tells the witch that Tooty, another inhabitant of Spiral Mountain, is actually the prettiest and the fairest of them all. Grunty reacts angrily and decides to kidnap Tooty in order to steal her beauty. She grabs her broom and sets off immediately.