SPOILER ALERT: Do not read if you have not yet watched “Here Comes a Candle to Light You to Bed,” the July 1 episode of “The Boys.”

The penultimate episode of “The Boys” Season 3 revealed Black Noir’s (Nathan Mitchell) back story with Soldier Boy (Jensen Ackles) in the cutest, and somehow still goriest, way possible.

During Episode 7, Noir is in hiding at an abandoned children’s restaurant called Buster Beaver’s after running off from Vought Tower upon learning that Soldier Boy is still alive. Noir does not tell anyone, including his best buddy and captain Homelander (Antony Starr), where he went and is living there in seclusion — while joined by several imaginary cartoon friends.

Noir’s animated animal pals get him to face his Soldier Boy fears by re-creating the event that made him so completely terrified of Soldier Boy in the first place, a day when Soldier Boy beat him up after he stood up to him, as well as the nearly fatal attack Soldier Boy made on Noir the day he led Payback in conspiring to have Soldier Boy taken off by the Russians, which left Noir’s face disfigured.

“I love that we’re revealing who he is, I love even more how we’re doing it,” “The Boys” showrunner Eric Kripke told Variety. “When you look at all the different layers of those cartoons, they’re these animated characters that only he can see, that he probably could see since Season 1 of the show; they’ve been around him this whole time. I mean, that’s what we’re certainly implying. And they are pretending to be the characters from his flashback on a stage presented as an elementary school musical, animated. That’s a lot. There’s a lot going on there.”

Kripke says that animation studio Six Point Harness helped the Amazon Prime Video series “with the ‘Roger Rabbit’ of it all,” in these animated sequences that he loves “so much” of cute animals dressed up as supes, acting out the drama and violence of Black Noir and Soldier Boy’s history. (There’s also a post-credits scene following the episode, featuring the cartoons taking a bow, so make sure you don’t miss that.)

“They’re adorable, right? I kept giving the direction, this would be like if Martin Scorsese directed ‘Snow White,'” Kripke said. “Adorable Disney characters but then once the beatdowns happen, they’re as anatomically correct as how a real human body would react when exposed to that kind of violence. And it’s a sizzling combination.”

The reveal of Noir’s facial disfigurement comes several episodes after the first–  and so far only — time “The Boys” fans have met the man under the mask. In Episode 3 of Season 3, a young and unmasked Black Noir, played by Fritzy-Klevans Destine, is seen briefly speaking with Stan Edgar (Giancarlo Esposito). Noir tells him he doesn’t want to wear the mask anymore and wants to be taken seriously as a Black superhero and actor, before Soldier Boy’s kidnapping. He is shown again in that episode after Soldier Boy’s been taken, this time with half of his face bloody and damaged beyond repair, though it’s implied in that episode the general warfare is what led to the injury.

So far, those are the only times viewers have seen Black Noir’s face — with the show still never having shown Mitchell unmasked — and Kripke says it will be the only time throughout the rest of “The Boys” Season 3.

“We wanted to explore Noir’s origin story and really reveal who he was and where he came from,” Kripke said. “And in the flashbacks, he was a handsome, young superhero with aspirations of being the next Eddie Murphy, but was targeted by Soldier Boy and in such an extreme way that he ended up really deformed. And in our minds, once he recovered from that and put the mask back on, he just rarely, rarely takes it off, Darth Vader-style. So there was no point that felt natural. We played with it, like, when he’s in Buster Beaver’s, does he take off the mask? And we were like, but why? He’s so ashamed of who he’s become that it just didn’t feel right.”