This creepy-looking mansion? Ooh I'm not sure I can imagine what that fiend could do to Penelope here.

Hooded Claw: "My latest peril, wise guy. What else?"

The Hooded Claw and the Bully Brothers stood by Penelope, who was now tied on what looked like a tilted board in front of a giant hole. Penelope's wrists were tied up above her head, her waist was tied around the board and her ankles were tied together.

Angel was once again stuck in a cage and her collar was once again tied to a bar in the cage. She was struggling to break the rope to get out and save Penelope.

"You don't mind ghost stories, do you Pitstop?" The Hooded Claw asked Penelope with a wicked grin.

"I can handle them." Penelope replied. "Everyone knows they're all made up."

"Well this ghost story is like no other, because by the time we're through it's gonna be a true story." The Hooded Claw laughed.

"If you'll observe we're in an old abandoned spooky mansion, which is rumored to be haunted by the ghost of the mansion's owner, Grimsby McSmithsby." The Hooded Claw explained pointing to an old framed photo of Grimsby McSmithsby, a mustached man in a top hat and dress suit.

"Interesting, but I'm sure it's indeed just a little ole rumor." Penelope commented. "Ghosts aren't real."

"May I continue please?" The Hooded Claw was annoyed.

"Yes you may continue." Penelope replied quietly.

"If you'll also observe you're tied up on top of this tilted board." The Hooded Claw explained. "And notice too, that there is a box of little creatures that I shall soon let out. Once they're released, they'll climb the board and chew the ropes holding you. Once they do, you will fall through that chute that you see in front of you to the cellar of the mansion into a crate of poisonous rattlesnakes. And then, the ghost of Penelope Pitstop will haunt this haunted mansion!"

The Hooded Claw gave another sinister laugh after his explanation.

"And one more thing I forgot to mention." He then added grabbing a glass containing a drink. "For this peril, I mixed up a drink containing a sleeping potion. One tiny sip will make you feel a bit tired, but one entire glass, and you'll fall into a deep sleep, so you can't even try to save yourself!"

"I refuse to drink it." Penelope gave a glare. "Go terrorize some other girl."

"Then I guess you're stuck dealing with these babies." The Hooded Claw smirked as he opened the box.

He took out a tarantula from the box, and held it in his hand as he showed it to Penelope, who shivered and shrieked in fright.

"Oh! Keep that thing away from me, you cad!" Penelope cried. "I can't stand spiders!"

"Something has to eat the little dead bugs that are in your ropes." The Hooded Claw laughed.

"Dead bugs!?" Penelope looked at the ropes holding her wrists in fear and disgust. "I just lost my little ole appetite."

Hooded Claw: "There, did I do a good job on changing your mind?"

"If I must, I must." Penelope sighed. "I'll take the potion. Not only do I not wish to deal with these bugs as they're making me even more nervous, but this spooky environment doesn't make it better."

"See, Pitstop. That wasn't such a hard decision, wasn't it?" The Hooded Claw smiled with sarcasm in his voice as he held the glass and made Penelope drink the potion, one sip at a time. "All I had to do was persuade you."

Angel kept struggling to untie the knot of her rope with her teeth until she was able to do so, and then she unlocked the cage with her paw and ran out of the cage, shocking the Hooded Claw.

"Run, Angel! Run!" Penelope told her dog. "Go find the Ant Hill Mob! Find the Ant Hill Mob, girl! And be careful of any dogcatchers."

Angel ran out of the mansion in search of the Ant Hill Mob.

"Blast, but who needs her?" The Hooded Claw muttered in an annoyed voice as the glass now contained half of the potion and Penelope's eyelids fell a bit.

But then he smiled an evil smile as he got an idea.

"No matter. Life is all about how you handle plan B, so I'm gonna stick with plan B." He said as he held onto his cape, flipped his arm back and reappeared in a white dress suit, white dress shoes, white gloves, a white top hat and a fake mustache. His purple eye mask remained.

"With this Ghost of Old Grimsby McSmithsby disguise, I'll scare the Ant Hill Mob away, so they'll be too chicken to return, even to save Pitstop."

He then laughed and turned to Penelope, who felt tired.

"How do you feel, Penelope?" He asked Penelope as he held the drink again and brought it to her.

"I'm so sleepy." She moaned.

"That a girl. Now keep drinking." The Hooded Claw told her. "Only half a drink left, my dear. One sip at a time."

Penelope continued to drink the potion until the glass was completely empty and she started to yawn.

"Oh dear. Little ole me is falling a…a…sleep." Were the last words she said right before falling into a deep sleep.

"It worked! It really worked!" The Hooded Claw laughed triumphantly. "Pitstop's out like a light! And now for Step 2!"

He turned to the Bully Brothers.

"Alright Bully Brothers, bring the spiders onto the board while I get my makeup done." He told his minions.

"Right, Claw." The Bully Brothers said as they opened the box, releasing the tarantulas.

Oh no! Out come those creepy crawlies to chew their way to find the bugs in Penelope's bonds. While that creepy crawly of creepy crawlies prepares to scare the Ant Hill Mob out.

"And it's sure to be a doozy, too!" The Hooded Claw gave a vain smile as he dipped a powder-puff in a bag of flour and dabbed his face with the flour-covered powder-puff until his entire body was white like a ghost.

"There, how do I look, Bully Brothers?" He asked the Bully Brothers as he turned to them.

"Spooky." They replied.

"Good!" He grinned.

"And I certainly look the part." He smiled as he looked at his ghostly appearance in a nearby mirror. "Get this mansion prepped for the Ant Hill Mob's arrival and for a haunting they'll never forget!"

"Yes sir." The Bully Brothers replied as they headed downstairs.

Before he could join the Bully Brothers downstairs, he looked at the comatose Penelope one last time.

"Sweet dreams, Pitstop." He laughed. "For the last time."

While Penelope is caught in her deep sleep and unable to escape as those tarantulas climb the board, Angel hears the Ant Hill Mob trying to find her.

Meanwhile, Angel was in the city looking for the Ant Hill Mob, when she heard them calling Penelope's name.

Clyde: "Penelope!"

Pockets: "Penelope!"

Zippy: "Penelope!"

Dum-Dum: "Uh, where are you, Penelope?"

Angel followed their voices and once she found them searching for Penelope, she barked to get their attention.

"Angel! Thank goodness you're safe" Clyde said as he went up to Angel. "But what happened to Penelope?"

Angel barked and whimpered as her way of telling the Ant Hill Mob what happened to Penelope.

"The Hooded Claw has her again?" Clyde muttered. "Don't that guy ever give up? Angel, take us to where she is and we'll follow you."

Full speed ahead, everyone! It's only a matter of time!

The Ant Hill Mob immediately jumped inside Chuggaboom and quickly drove off, following Angel to the mansion.

Once the Ant Hill Mob followed Angel to the mansion, they saw signs on the mansion saying, "Go Away!" "Beware" "Leave at Once!" "Turn Back" and "Do Not Return"

Uh oh, those signs don't look so good.

"Go away, beware, leave at once, turn back, do not return." Dum-Dum read the signs. "Okay."

Dum-Dum turned to leave but Clyde grabbed him by the shirt collar and pulled him back and he and the Ant Hill Mob and Angel shook their heads at him.

"We need to go in there and find Penelope." Clyde reminded Dum-Dum. "And Angel's gonna lead the way."

Angel nodded her head and led the Ant Hill Mob inside the mansion.

Yak-Yak: "(Giggle) This place sure looks spooky."

Pockets: "More like it hasn't been dusted in ages."

"Penelope's gotta be somewhere in this mansion." Clyde told the others. "Angel, do you know where in the mansion Penelope is?"

Angel barked and pointed straight across, up the rail of stairs.

"Penelope must be trapped upstairs." Said Zippy. "Upstairs she must be trapped."

"The sooner we get up those stairs and where Penelope is, the better." Clyde said.

"Wait a minute, fellas." Softy wept. "This place is so spooky and so is the feel of this place. I think I'll wait for you outside and you can go on."

"Uh, I think I'll do the same thing, and the rest of you can go find Penelope." Said a scared, shivering Dum-Dum.

Clyde: "You're not getting yellow bellies now are you? Penelope needs help. We need to save her."

"But this mansion could be haunted!" Softy sniffed. "Ghosts could be running this joint."

"Yeah, scary bad ghosts!" Cried Dum-Dum as he and Softy stood at the mansion steps shaking and holding each other with fear.

"Don't worry guys." Clyde assured them. "It may be an abandoned mansion but there's no such things as ghosts."

Dum-Dum: "Are you sure?"

"We're positive that there are no ghosts." Zippy told Softy and Dum-Dum as he and Clyde led them in the mansion. "But if we don't act now, Penelope will become one."

Just as the entire Ant Hill Mob was inside with Angel, the door rapidly slammed shut, making them jump with fright.

Yak-Yak: "(Giggle) We're trapped! Who did this!"

"Uh, maybe it was…just…the…wind?" Dum-Dum wondered in fear. "Clyde just said there are no such things as ghosts."

"But there is no wind today." Pockets said.

"Something funny's going on." Clyde thought. "Come on you guys, just stick together so that we can follow Angel and save Penelope."

The Ant Hill Mob linked elbows in a line and walked quickly but with caution as they followed Angel to Penelope's location, until suddenly, the sound of doors creaking made them freeze in their tracks.

What they didn't know, was that the Bully Brothers were creaking doors of the mansion.

"Clyde, this place are creaking." Said Dum-Dum. "And not in a good way."

"I'll bet it's just creaky." Clyde replied. "Keep going. There might not be much time left."

They soon heard the sounds of an organ playing and a wind-like sound effect.

One Bully Brother was playing the organ and the other Bully Brother created the wind sound effect.

Clyde:"Now there's wind? But there isn't any outside."

Pockets: "Me and my big mouth I guess."

Clyde: "Never mind, we need to keep going."

They kept going until the sound of a ghost moaning ringed though the mansion, giving the Ant Hill Mob a fright.

"LEAVE THIS MANSION!" The Hooded Claw's ghost voice moaned. "NEVER RETURN!"

"Who said that?" Dum-Dum asked as he looked around in fear.

The ghost voice moaned again as fog effects controlled by the Bully Brothers appeared without a trace.

"Something weird's happening." Clyde told the others. "Let's figure it out, but quickly."

The Ant Hill Mob and Angel quickly went down the stairs and back where they started, where the fog rapidly kept surrounding them and the ghost voice moaned again.

Out of the fog came the Hooded Claw in his ghostly disguise. One of the Bully Brothers shone a bright, light green light behind him to create a ghostly effect.

"Oh dear! Look at that!" Softy bawled. "It's a ghost! Can't I wait outside?"

Yak-Yak: "(Giggle) This place really is haunted (Giggle)!"

"Softy and I told you so, Clyde." Cried Dum-Dum as he and the rest of the Ant Hill Mob shook with fear.

"You little trespassers!" The Hooded Claw moaned in his ghost voice. "It is I, the ghost of Grimsby McSmithsby, the owner of this very mansion! Leave this mansion and never return!"

"But Mr. McSmithsby sir." Softy sobbed. " We were only looking to save our friend Penelope…"

"SILENCE!" Shouted the Hooded Claw in his ghost impression. "You dare fail to heed my warning signs to leave this place and never return!?"

"Warning signs?" Dum-Dum asked. "What warning signs?"

"I think he means the ones outside that you read and took too seriously." Clyde reminded him.

"Oh yeah." Dum-Dum replied sheepishly.

"We weren't trespassing. You have to let us stay so we can save Penelope." Clyde told the "ghost". "She's in serious peril and we need to save her before she…"

"SILENCE!" The "ghost" yelled. "Leave this mansion or I will haunt you for the rest of your lives!"

Dum-Dum: "I sure don't want any ghosts haunting me!"

Clyde: "You don't mean that."

"Oh but I do mean it!" The "ghost" moaned and threatened. "Leave this mansion or you shall suffer a lifetime of ghostly haunts and fright!"

Zippy: "But you don't understand. Penelope might not have much time left to be saved and live."

"I SAID LEAVE THE MANSION AND DO NOT COME BACK!" The "ghost" shouted.

"Let's get out of here!" Yelled Dum-Dum as he and the rest of the Ant Hill Mob ran out of the mansion along with Angel.

The Bully Brothers stopped the effects and the Hooded Claw rejoined them, laughing hard.

"Those seven small suckers fell for it!" The Hooded Claw laughed as he took a cloth and wiped his face with it, removing the flour, before spinning back to his Hooded Claw attire. "They'll be too scared to go back in, and Penelope will have no one to save her!"

Well someone's gotta save Penelope, those spiders are chewing away as she sleeps through her fate.

Back upstairs, the spiders were still chewing the ropes holding the still-sleeping Penelope.

I hope the Ant Hill Mob finds the courage to come back in.

"We can't go back in, Clyde!" Softy bawled. "The ghost of Grimsby said to leave and never come back!"

Snoozy: "Yeah (Snore) never come back."

Dum-Dum: "And the ghost meant business! He said he'd haunt us if we came back in!"

"Oh, no he won't." Clyde told everyone else. "We still need to save Penelope."

"We went through the front door when we went in." Pockets got an idea. "When the ghost of Grimsby McSmithsby told us to leave, he didn't say anything about coming in through the back door, so maybe we can go through the back door to find Penelope and save her."

"Pockets, you're a genius!" Clyde smiled. "To that back door, fast!"

Angel and the Ant Hill Mob quickly ran to the back door and opened it.

"Lead the way, Angel." Clyde told Angel.

Angel led the Ant Hill Mob through and out of the back doorway of the mansion. They paused to take a quick look.

"I think we'll be okay, you guys." Clyde whispered. "Be fast, but stay quiet."

From there, Angel led the Ant Hill Mob up the stairs and to the next floor, but they spotted the Bully Brothers, who have been told to keep lookout, so they quickly but quietly snuck to a corner.

"The Bully Brothers are in this place." Clyde whispered to the others. "What'll we do?"

"I've got it." Pockets whispered as he took out some white sheets. "Wrap these white sheets around you. We'll camouflage ourselves so it'll be easy to get through this place and find Penelope."

The Ant Hill Mob covered themselves with the white sheets and Clyde covered Angel with one.

Angel continue to lead the Ant Hill Mob, found another stairway, and led them up the stairway up the top floor of the mansion.

As Angel lead them through the hall and right to Penelope's location, Dum-Dum saw his and Clyde's reflections in a mirror, jumped and screamed.

"G-g-ghosts!" He cried as he jumped onto Clyde. "Save me, Clyde!"

"You dum-dum! That's us in disguise, remember?" Clyde grumbled as he pushed Dum-Dum off him. "And stay quiet. We can't let our cover be blown."

"You hear something." One Bully Brother asked the other.

"I do. Let's find who made that noise." Replied the other as they went off.

The Ant Hill Mob heard the Bully Brother's footsteps just as they were about to open the door.

"It's the Bully Brothers!" Zippy warned the rest of the Mob. "What'll we do?"

"We'll scare them off." Smiled Clyde as he saw a box of violins. "Grab these violins and start playing.

The Ant Hill Mob grabbed one violin each and started playing it creating an eerie sound that startled the Bully Brothers.

"Yikes! Ghosts in the mansion!" The Bully Brothers cried in fear. "Not only is the place haunted, but the music is so scary and off-key!"

The Bully Brothers screamed like women and dashed off!

"That takes care of them." Said Clyde as he and the Ant Hill Mob removed theirs and Angel's disguises. "Which room in this hall is Penelope in, Angel."

Angel barked and led the Ant Hill Mob to the very first door. They stood on each other's shoulders with Clyde on top so that Clyde could reach the door. When he tried to open the door, however, Clyde learned that it was locked.

"Not to worry, Clyde. I have a key to the door." Said Pockets as he pulled out a key and had each member of the mob pass it up to Clyde.

Clyde used the key to unlock the door. Once it opened the Ant Hill Mob fell in through the doorway as Angel ran inside.

Thank heavens they found the room where Penelope is, but they need to act fast, because those spiders are on the last strands.

"There's Penelope!" Clyde told the others as they got back up and saw Penelope asleep on the board, the spiders still chewing the ropes. "We need to get her out of here and away from those spiders.

The Ant Hill Mob and Angel immediately dashed off to the board, where Pockets pulled out a large ramp and a flyswatter. The Ant Hill Mob and Angel climbed up to the top of the ramp and Zippy used the flyswatter to quickly swat the spiders off the board.

Although the tarantulas were swatted off the board, the rope binding Penelope's wrists snapped and she fell through the chute.

Oh no! Too late!

"Quick guys, fetch me a rope and we'll lasso Penelope out of the chute!" Clyde told the rest of the Mob as Pockets immediately gave Clyde a rope, which he used to lasso Penelope out of the chute. The Mob successfully hooked the sleeping Penelope and reeled her up before she could land in the crate of hissing rattlesnakes.

They grabbed Penelope just in time.

Angel dragged her unconscious owner to the Ant Hill Mob. She gently nudged Penelope's cheek with her nose twice, but Penelope did not respond. This worried the Ant Hill Mob so they checked her.

"Uh, I think we're too late." Dum-Dum gulped as he put Penelope's hand to his ear. "I don't hear her heart beating."

"That's not where her heart is you Dum-Dum." Clyde frowned at Dum-Dum before gently laying his fingertips on Penelope's heart and smiled again. "I feel her heart beating and she's still breathing. The Hooded Claw must've done something to put her in a deep sleep."

"I'll wake her back up with this." Pockets pulled out a small bucket of water and splashed it on Penelope's face.

Penelope's eyes started to open slowly and she smiled when she woke up to the Ant Hill Mob at her side and Angel licking her face to help with the wake-up.

"Oh, fellas." Penelope sat up and smiled though she felt tired. "I'm awake and safe again thanks to you."

"Don't thank just us, Penelope." Clyde said as he hugged Penelope. "Angel escaped and led us through the mansion to find you, even after a few spooky situations."

"Oh, thank you girl." Penelope praised her dog as she turned and hugged her. "You're a good dog!"

Dum-Dum: "Let's get out of this dump. It still gives me the creeps."

"I agree. And we still need to get Angel to the dog groomer right away." Said Penelope as she stood back up.

When she stood back up, however, she felt very sick, tired and in pain, so she fell to her knees and rubbed her head.

"Penelope!" Clyde gasped as he rushed to her side. "Are you okay?"

"I don't feel so good." Penelope told the Ant Hill Mob in a tired voice that sounded like she was sick. "My head hurts, and I feel so tired and so sick to my stomach. It must be the sleeping potion the Hooded Claw made me drink."

"No way to know for sure, but I see a book on the sleeping potion. Maybe you're right." Clyde went to grab the book and flipped through it.

Clyde: "It says here, that if the victim he or she may have a headache, drowsiness and feelings of sickness."

"That's what I have right now." Said Penelope as she held her head in pain.

"Sounds like she'll be okay, but we'd better get her some medical care to be safe." Clyde told the others as they helped Penelope back up and out of the mansion.

Penelope lay down in Chuggaboom's back seat. Angel allowed her to rest her head on her like a pillow and Pockets took out a warm blanket and covered her from shoulder-to-toe with it.

"Just relax and rest, Penelope." Clyde whispered to Penelope. "We're getting you to a hospital to so you can get checked out, just to be safe."

"I wish my trusted and devoted guardian Sylvester Sneekly was here." Penelope said quietly, whimpering a bit from her headache. "I want someone to be at my side if I need to be at the hospital so I can feel at ease there while you boys take Angel to the dog groomer."

The Hooded Claw heard this and growled in frustration.

Hooded Claw: "Blast! Not only did my plan fail again, but I'm stuck having to be the good guy. My least favorite job of all!"

He held his cape, flipped his arm and reappeared as Sylvester Sneekly.

"I see Sylvester Sneekly, Penelope." Zippy told Penelope. "I see him."

"Good. Can you tell him to come here, please?" Penelope asked Zippy.

"Sure, Penelope, sure." Zippy answered as he dashed off to Sylvester.

"Mr. Sneekly, Penelope's in Chuggaboom's back seat." Zippy told Sylvester as he directed him to Chuggaboom's back seat where Penelope was. "She needs you. She feels sick."

Sneekly saw Penelope lying in the back seat and gave a fake look of worry.

"Oh Penelope my dear." He said pretending to be concerned and sorry for her. "Your friend Zippy told me that you weren't feeling well."

"My head hurts, and I feel weak, tired and sick to my little ole tummy." She replied as she sat up to talk to him even though it hurt and made her feel sick. "The Ant Hill Mob's about to take me to the hospital and I need someone to be in the hospital with me. Will you please do that for me, Mr. Sneekly?"

He gave a quick look of displeasure and his usual hate for Penelope but quickly took a breath and gave a look of compassion to cover it up.

"Why of course I will, my dear." He smiled as he softly cupped Penelope's cheek with his hand and tucked Penelope back in. "Just lie back down and rest."

Clyde: "Don't worry, Penelope, we'll take you to the hospital."

Sneekly: "And I'll drive myself and meet you there, okay Penelope?"

"I would appreciate that very much, guys." Penelope whispered in her tired voice. "Thank you."

"Take Penelope straight to the hospital, but take it easy on the ride, Chuggaboom." Clyde told Chuggaboom. "Penelope's not feeling well."

Chuggaboom drove off to the hospital, but gently as to not make Penelope feel sicker.

"I hate being the good guy." Sneekly muttered. "Do I have a choice?"