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Beauty Steal Machine
The Beauty Steal Machine is a machine created by Gruntilda, with its purpose being to transfer the beauty of a person to another, exchanging the prettiness and ugliness between the two. It is only used in Banjo-Kazooie, where the witch kidnaps Tooty to make herself young and the bear old. This forces Banjo and Kazooie to enter Gruntilda's Lair and go rescue her.
In the room before the final battle against Gruntilda, the Beauty Steal Machine can be seen with a black-cloaked Gruntling standing near it.
During the Game Over sequence, Klungo presses the switch and Gruntilda successfully steals Tooty's beauty, transforming the witch into a tall, slim woman and the young bear becomes an ugly, green monster.