Once Razputin manages to enter the Rainbow Squirts' base, he is immediately approached by the Den Mother, who thinks he has come to make a payment. Her happy facade is quickly lifted when G-Men and Censors storm their neighborhood. She realizes Raz must have led them to the hideout, and orders her Squirts to fight off the threat. She then proceeds to jump into a doorway behind an ironing board that leads to the Milkman's secret location.
Razputin follows without delay, and drops down into a room where, in the center under glass, lies the Milkman himself. It is here that Raz must fight the Den Mother. Once half of her hit points are gone, she darkens the room, which is not a problem for her, since she can see perfectly in darkness and sees things in a red tint. However, Raz can't see in the darkness and he has to use Clairvoyance on the God's Eye she drops in order to continue fighting from her perspective so he can see in the darkness.
After the battle, the Milkman awakens and rises up out of his glass resting place. Raz leaves the Den Mother as she lies defeated on the floor, and exits the building to find the Milkman using molotov milk bottles to blow up every moving thing in sight. Shortly after, he is automatically ejected from Boyd's mind.
"No milk for you!"
"Have some cookies!"
"This box is free!"
"How did you know where I was?"
"You must have heard me breathing!"
"How can he see in the dark?"
Raz: "Hey, how about my guard friend opens the gate for me, then he can crawl back into the fridge afterwards?"
Den Mother: "When he wakes up, there will be no afterwards!"
Raz (holding stop sign): "Stop! Stop jumping around and throwing things!"
Den Mother: "I will if you will! Then you will die!"
Raz (holding hedge trimmers): "That hair is coming off, lady!"
Den Mother: "Try it, and you'll die!"
Raz (holding watering can): "I hope you have a towel, 'cause this can is filled with water!"
Den Mother: "Your can is going to be filled with yarn in a minute!"
Raz (holding rifle): "Freeze!"
Den Mother: "Ha! That's the fakest looking gun I've ever seen!"
Raz (holding phone): "Hey, the girls called and they need you upstairs! Like, right now!"
Den Mother: "They can handle themselves! So can I!"
Raz (holding rolling pin): "I'm going to flatten you with this thing!"
Den Mother: "I'd like to see you try!"
Raz (holding plunger) "Don't make me use this!"
Den Mother: "Enough distractions. Time to die!"
Raz" (holding flowers) "I brought you these as a peace offering."
Den Mother: "All who disturb the Milkman must die!!!"
"What have you done? He wakes!"
"And the seas...shall run white...with his rage..." (dies)
- Using Clairvoyance, the Den Mother sees Raz as himself in his actual appearance, because this power is necessary to defeat her.
- This is one of the only bosses who Raz can talk to during battle. Though it is rare for her to finish her sentences as they are always interrupted by her sadistic exclaiming and laughing when she attacks.