Both Max and Duke slowly rose their paws in the air. Glancing over at his pal, Max could tell that Duke was going through a lot of emotions. No doubt grief, anger and betrayal were among them. Meanwhile, Cogsworth seemed to fighting his own feelings too as he held the gun at the two dogs. Finding his tongue, Max spoke softly, "Why are you doing this?"

"I have no other choice. Every year, I try to be recognized for my many ingenious ideas. But no one ever pays attention to them. This project was supposed to help me with that," Cogsworth answered, his voice trembling just as much as his paw was.

"With world domination? Really?" Max persisted.

Ignoring Max, Cogsworth silently looked over at Duke. "You're still with me, right?" the old English sheepdog whispered. Shaking, the giant mutt lowered his gaze as he mumbled softly, "I would if you weren't trying to take over the world." Looking shocked, Cogsworth suddenly fired the gun at Duke, who yelped in pain. Before he could fire at Max though, the terrier quickly grabbed a chair and used to whack the gun out of the professor's paw. Glancing over at Duke, Max saw that it looked like a dart made of titanium. Just then, he felt the room vibrate and heard a roar.

"Have fun with my new test subject!" Cogsworth shouted as he made a run for it. Confused, Max and Duke looked over in time to see a gigantic dog with monstrous features coming towards them. Eyes widening, Max murmured, "God no..."

It was Xavier.