From the top of her lair, Gruntilda the witch tinkers with her cauldron. After discovering that she is not the fairest of them all, Gruntilda sets out to capture Tooty, the girl that claims the title.

With the poker game over and Bottles… err… dead, Banjo and Kazooie begin their mission to stop Gruntilda and her powerful suck/blow machine, B.O.B. Banjo-Tooie ...