Stanley finally becomes romantically involved with a shy, awkward co-worker. She accidentally finds and puts on his mask and the results are she is a a loud, man-hungry woman. In the mean time Pretorius is looking for a female companion.
Stanley succeeds into removing the power of the mask, which enables him to act like the goofy character on his own. But he has to get the powerless Mask to work again when Kablamus arrives in Edge City.
According to Stanley, Mayor Tilton has to be taught a lesson how to run the Edge City better. So Stanley puts on the Mask and starts a campaign to become the new mayor. Soon it comes to light that Mayor Tilton is kidnapped and Pretorius is masquerading as him so he can turn all of Edge City into subjects for toxic waste experiments.
The Mask breaks in half during Walter's attempt to retrieve it. Now both Stanley and the Mask existing at the same time. Chet Bozzack, an old high school bully encounter of Stanley gets and puts on the other half of the mask.