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The HMS Windbag is a giant pirate ship, with an angry face on the sail. He sports three purple cannons on either side of the ship that fire cannonballs at his enemies.
There are two sections in the Windbag's battle. In the first part, Pac-Man is stuck on a small, narrow deck, leading to the right. The Windbag is in the background, firing cannon balls at him. Pac-Man has to keep ahead of the shootings, as the cannon balls are destroying pieces of the deck. Pac-Man will also have to jump over barrels, which may slow him down.
Once Pac-Man gets to the other side of the deck, he goes through a small door, and emerges on the other side, where the second part of the battle takes place. In this part, Pac-Man can actually fight back. Here, Pac-Man is closed off to an area on the deck that is limited only to the screen. The HMS Windbag will fire cannon balls as normally, but now, there are switches on the deck that Pac-Man can Butt Bounce on. When pressed, a pirate dummy, (As seen in other levels) pops out of the floor, and can bounce cannon balls back at the HMS Windbag.
Every once in a while, the Windbag will shoot bombs into the air, with the bombs inside small bubbles. He will also shoot one with an Apple in it. Pac-Man must run under the bubble with the Apple to ensure that he won't get hit. (Although there is much time to do this, for the bubbles float down slowly.)
Pac-Man must get the dummies to deflect the bombs back at HMS Windbag. After done a couple of times, he will break and fall down into the water.