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Tiny Toon Adventures
Toons Take Over
Season 3, Episode 85
Air date 21 September 1992
Written by Peter Hastings
Directed by Byron Vaughns
Gag credit Hey! We lost a paperclip! Whoever took it, give it back right now! - Oh, wait. We found it. Nevermind.
End tag Buster & Babs: "Aloha!"
Episode Guide
The Return of Batduck
Toons from the Crypt

Toons Take Over is the seventh episode of the third season of Tiny Toon Adventures, and the 85th episode overall. It was written by Peter Hastings and directed by Byron Vaughns.


It's a slow day at the Tiny Toons Rehearsal Hall. Babs is talking to her unseen friend, Harriet, while being given a manicure, Buster is wearing sunglasses and looking through the newspaper, Hamton is eating a hamburger, and Plucky is admiring himself in the mirror. Meanwhile, the writers are debating over whether or not Steven Spielberg liked their latest scripts. The casting director asks everyone to take attendance. After taking attendance, the casting director tells everyone that today's episode of Tiny Toon Adventures will take place outside Buster's rabbit hole. Buster monotonously reads over his lines, which are about him being dressed like an aardvark. Babs monotonously reads over her line, "To blend in with the rest of your family?", and the writers laugh hysterically, also debating over who wrote the joke. Buster and Babs continue monotonously reading over their lines, with the writers continuously laughing and debating over who wrote the joke. Babs snaps at the writers, telling them to be quiet. Hamton asks Babs what's wrong, and tells her today's script is funny. Babs doesn't care whether or not the script was funny, because she was sick to death of doing comedy-related episodes. She tells everyone that she is an actress, not a whoopie cushion, offending an anthropomorphic whoopie cushion, whom Plucky silences by sitting on. Babs tells the writers that she wants something meaty, and Hamton brings her a sliced sausage. Babs kicks Hamton and tells the writers she wants something with bite, and Hamton shows her a piranha. Babs swats the piranha and says she wants a serious role. She says she wants something romantic, like a Southern Belle torn between two lovers. Buster agrees with Babs, as he wants a more serious role as well; something along the lines of a muscular action hero. Plucky agrees with Buster and Babs, as he wants to play a selfish, loud-mouth egomaniac (which, as Buster and Babs point out, he already is). Plucky wants something classic, Shakespearean, something that will utilize his thespian skills to their utmost. He'll even settle for anything requiring leotards. Hamton tells Buster, Babs, and Plucky that they're funny, and that comedy is what they do best. Babs tells Hamton, "Not anymore," and Buster decides to have a talk with the WB executives, as he feels they deserve a chance.

Later that day, Buster, Babs, and Plucky go to Mr. Cooper DeVille's office, where they find Mr. DeVille playing golf. After Mr. DeVeille's agents introduce him to Buster, Babs, and Plucky, Mr. DeVille tells Plucky he's glad to see him. Plucky, thinking that Mr. DeVille will fulfill their requests, steps forward, and Mr. DeVille gives him his golf bag, telling him, "I need a caddy." Mr. DeVille asks Buster and Babs what they're doing in his office. Babs explains to him that they wanted to make their own cartoon, with something bold and meaningful, heartwarming, yet dramatic, tasteful, but low in calories. Most importantly, NOT comedy. Mr. DeVille is shocked to hear the last part, and like Hamton, he tells them that comedy is what they do best. Babs walks up to Mr. DeVille and tells him their idea. Their cartoon will be titled, Dawn of Despair. As Babs explains her idea, it is shown to the viewers. In Babs' idea, she, dressed as a southern belle, is on a rock surrounded by waves. She, as Daphne Despair, awaits the return of her beloved. Just before she can continue, Buster interrupts, introducing his side of the story. In it, he is dressed like a Rambo-esque muscular soldier, known as Lance Copperhead. Lance had just returned from freeing oppressed peoples of the world, when he suddenly sees a dangerous sight. Plucky interrupts, telling his side of the story. In his side of the story, Plucky is dressed as a musketeer, known as Duke Pluckius. As their idea ends, Babs is about to continue, but Mr. DeVille stops her. Babs asks him if he liked their idea, which he tells her he hated it. Buster, Babs, and Plucky all frown, but Mr. DeVille tells them that them making a cartoon would be a great publicity stunt. He calls the publicity department, who all rush over. He asks Buster, Babs, and Plucky which one will be the director. They all simultaneously respond, "I am!", and Mr. DeVille ponders to himself.

Mr. DeVille gives Buster, Babs, and Plucky each their own director's offices. Plucky has a sign that says "The Very Very Best!" taped to his. Buster decides that he, Babs, and Plucky will talk to the staff. Babs begins the staff meeting, and tells the staff that she, Buster, and Plucky will write, direct, and star in their very own romantic, action-packed Shakespearean cartoon. The staff screams and runs away in fear and disapproval. Plucky remarks, "I'll bet this never happens to Martin Scorsese."

In the second act, the staff continues to flee by exiting the building. Mr. DeVille floats above them in a helicopter and tells them to return to their cubicles. At first, they all refuse, but Mr. DeVille tells them that there is free ice cream inside the building, prompting them to return inside. Buster, Babs, and Plucky watch from inside the building, and Babs tells Plucky and Buster to meet with the writers.

As Babs tries to explain her, Buster, and Plucky's idea to the writers, they interrupt with comedic things like getting hit by giant anvils. Babs tells the writers that their idea is NOT a comedy. She tries to tell her romantic part of the idea, but she is once again interrupted by a writer, telling her that the lovely heroine will fall off a cliff. The rest of the writers laugh, and one even adds an anvil falling on the fallen heroine. Buster, Babs, and Plucky are not amused, and kick the writers out. They also toss out some anvils, which fall on the writers. Babs opens a drawer called Writers' Supplies, and pulls out a green blob with a GAGS sign on it. She tosses it aside, then pulls out a clown toy playing the drums, indicating a joke. She tosses it aside, then pulls out a fuzzy purple face, indicating a wild take. Babs continues looking, hoping there will be something in there they can use. Buster notices a book at the very back of the drawer, covered in cobwebs. Plucky pulls out the book, which opens and shines a golden light on him while vocalizing. Plucky finds everything he, Buster, and Babs need for their cartoon inside it; romance, action and sincerity.

Buster, Babs, and Plucky write the script for their cartoon. When they are finally finished, Babs is pleased with they way it turned out. Plucky, carrying all the pages of the script, asks Buster and Babs how long a script for a six-minute cartoon is supposed to be. Buster tells him, "ten pages", and Plucky, obviously carrying more than ten pages, suggests having the Story Editor shorten their script. In the Story Editor's office, the Story Editor is playing with toys of Buster and Plucky. His computer is covered in cobwebs. Plucky brings in the finished script, and asks the Story Editor to look over the script. The finished script destroys the Story Editor's desk. Babs calls the staff over to choose teams. Babs chooses all the women, of which there are only two, Buster chooses all the men, and Plucky chooses the leftovers, who turn out to be a clown, a senior citizen, and several monsters.

Babs is shown the storyboard for the cartoon by one of the staff members. He explains that he took out all the romantic stuff and added Daphne falling in jellyfish in its place. Babs explains to the staff member that she wanted romantic stuff in the cartoon, reminding him that the cartoon is NOT a comedy. The staff member, like Hamton, and Mr. DeVille, tells her that comedy is what she does best, but Babs, outraged and frustrated, snatches the storyboard and tells him to go back to his cubicle. As the staff member walks away, Babs modifies the storyboard to her preference. In the cartoonists' office, Buster, dressed like a viking, beats a drum, while chanting, "Faster! Cheaper!" repeatedly. The one exhausted cartoonist stops working, and tells Buster that he will only work for more money. Buster lunges at the cartoonist, who apologizes and continues to work while Buster beats on his head. The other cartoonists witness this and are shocked. Buster scowlingly asks the other cartoonists if any of them want more money, and they all get back to work. Plucky looks over four finished drawings of his cartoon, then asks a cartoonist next to him how many more he has to do. The cartoonist tells him, "About six thousand," and Plucky is not up to that task. Plucky spies a Zerox photocopier, and photocopies his face in various different poses.

Buster, Babs, and Plucky drive a bulldozer to take the finished drawings to the film room. They go there, only to find a sign on the door that says "Camera Operator on Vacation!" Buster is distraught, as now they will never get their finished drawings on film. Babs tells Buster that they will do it themselves, as she thinks it won't be so hard to operate a camera. They open the door, turn on the light, and witness the giant Acme MegaCam. Plucky faints, while Babs tells Buster that there must be instructions for the camera. Plucky gets inside the control panel while Buster and Babs place in the first drawing. Plucky is unsure which button in the control panel he should push. He presses a yellow button labeled "Zip Pan", and the control panel plunges down to the drawing. A weight pushes Plucky and the control panel across the room, where he crashes into several film reels, and when he stops, he is launched out of the control panel and hanging by a film reel. Plucky asks Buster and Babs if they can skip to the end of the scene, and they say, "Why not!". Buster pulls out a remote and presses a button that skips them to their finished cartoon. Buster is happy that the cartoon is now finished, and is ready to be run.

In the third act, Buster, Babs, and Plucky arrive to the screening room in a limousine. Babs is dressed fancy, and expects all the fans coming to see their new cartoon. She is distraught, and changes back to her normal attire while asking Mr. DeVille where all the fans are. Mr. DeVille tells her that he has to approve the cartoon before it leaves the studio. Babs tells Mr. DeVille that their cartoon is pure genius. Mr. DeVille tells her, "My house, my rules." Babs still insists that the cartoon is ready for the world. She looks up and sees a satellite dish at the top of the screening room building. She suddenly has an idea.

Buster introduces the new cartoon to Mr. DeVille and his agents. Plucky turns on the cartoon, and Babs sneaks into the filming room and plugs a black cable into the camera that is showing the cartoon. Babs' plan is to pirate the satellite so that the cartoon can be seen worldwide. Meanwhile, the new cartoon, Dawn of Despair, the Motion Picture, is being shown to Mr. DeVille and his agents. In the cartoon, Babs, as Daphne Despair, is carrying a heavy trunk. She sits on top of the trunk and sobs miserably. Buster, as Lance Copperhead, sneaks behind her and asks her if she needs any help. Babs looks behind and sees Buster, just as several war vehicles hover above him. Babs is lovestruck, and tells Buster, "Yes, I do!" Babs faints and Buster picks her up, also tossing the trunk into a tramp steamer called the Titanic. Buster punches a dock worker and boards the Titanic through the cargo net. As Mr. Deville and one of his agents burp while watching the cartoon, Babs explains to both Buster and Plucky that she has been in love with both of them in such a short time. Babs faints and Buster catches her. Buster and Plucky, who were both watching the cartoon, laugh hysterically, giving it a thumbs-up. Mr. DeVille scowls at them, and they look away, sucking their thumbs.

Upstairs, Babs is about to plug the other end of the cable into the satellite. She plugs it in, and the cartoon starts to broadcast around the world. In one house, a little boy, a little girl, and a dog are watching a sailboat on the water on their TV, when the cartoon begins broadcasting on their TV. The little girl, after seeing a muscular Buster, asks, "Is that Tiny Toons?" In the cartoon, Plucky as Duke Pluckius swoops down and snatches Babs while speaking Shakespearean. Buster asks Plucky, "You talkin' to me?" The little girl, the little boy, and even the dog are disgusted by the cartoon. Babs continues to plug in various cables, and the satellite continues to broadcast the cartoon across the world. At a baseball game, the footage of the baseball players is interrupted by the cartoon, disgusting the many fans in the bleachers. As the cartoon continues in the screening room, Plucky is swordfighting Buster, but Buster has pulled out a pair of rockets. He fires the rockets, which put many holes in the Titanic. As the ship sinks, Babs tells Buster and Plucky they must leave immediately. The ship continues to sink, as Babs tells Buster and Plucky she can only love one. She faints into the water, as Buster tells Plucky, "It was your turn to catch her." Babs returns to Buster and Plucky, who continue to watch the cartoon, and she asks them how it's going. Buster tells her, "Could be better," as Mr. DeVille is now seething with rage. He angrily asks Buster, Babs, and Plucky what they have done, and tells them to get out. They sadly exit, and as the cartoon ends, Mr. DeVille tells his agents that it was really bad, but in a way, it's so bad, it's good. Buster, Babs, and Plucky return, watching his true reaction from the door. Mr. DeVille and his agents are all laughing hysterically. Plucky asks if he really liked it, and Mr. DeVille tells him, "Yes!" Buster asks if he's glad he let them do it, and Mr. DeVille tells him, "Yes!" Babs asks him if he's gonna let them do another one, but Mr. DeVille angrily tells her, "No!" Mr. DeVille and each of his agents grab Buster, Babs, and Plucky, but Mr. DeVille calmly tells them that, for making him laugh, they can all keep their jobs. He and his agents kick them out of the building, and he tells them to go be funny. They land inside the Tiny Toons Rehearsal Hall, where they are right back where they started, with the acting director wanting them to read over their lines once again. Buster reads over his lines, this time much more chipper. Babs reads over her lines, and Buster laughs and tells her she's funny. Babs tells Buster he's funny, and everyone laughs hysterically. Plucky interrupts, telling everyone he's funny. Everyone stops laughing for a few seconds, and Buster and Babs start laughing hysterically again. Everyone continues laughing hysterically.


  • Cooper DeVille is a play on film producer Cecil B. DeMille and the Cadillac Coupe de Ville automobile.


  • The beginning of the episode shows the still of Buster, Babs, Plucky, and Hamton from "No Toon Is an Island", even though Hamton plays a very minor role in this episode.
  • The woman who leads the table read is TTA casting director and voice director Andrea Romano, who provides her own voice and is listed in the credits as playing "Andrea Romano the Magnificent".
  • The animator that Buster overworks is the same one from "The Looney Beginning".


Voice Actors: Character(s):
Charlie Adler Buster Bunny
Tress MacNeille Babs Bunny, Little Girl
Don Messick Hamton J. Pig, Aide #1
Joe Alaskey Plucky Duck, Aide #2, Nicholas Hollander, Dan McQ
Rob Paulsen Mr. Cooper DeVille, Peter Hastings, Animator
Gail Matthius Sherri Stoner
Maurice LaMarche Barry Caldwell, Whoopie Cushion
Roger Rose Reporter
Andrea Romano Andrea Romano the Magnificent


Main article: Toons Take Over/Gallery

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