Holli touches the Spike, but it turns her into a doodle again and causes many evil doodles to enter the real world and start wreaking havoc. He dies when she, in doodle form, pushes him off of a ledge and he falls to his death. Whiskers, who was trying to stop her, and Frank pursues her almost to the top. They find her outside of the Spike’s location – the Plaza Hotel & Casino – hurting Dr. Jack returns to his home to find Frank there, and they – along with Jack’s neighbor Jennifer (Michele Abrams) – go after Holli. She ditches Jack when he refuses to take her to it. To try to become a noid for good, Holli decides to find and touch the Golden Spike of Power, a device whose purpose is to maintain the barrier between the worlds.
Frank (Brad Pitt), who learned of their sexual tryst and how Holli seemingly killed his partner Nails as she left Cool World by sucking him into a pen, goes after them. Unfortunately, the barrier between the worlds has now been damaged, and Jack and Holli start to change into clown-like doodles. Holli (Kim Basinger) has sex with Jack (Gabriel Byrne) and turns into a noid, and then they leave Cool World for Las Vegas in the real world.
