Meanwhile, in the dungeon of the Hooded Claw's New York City hideout, Penelope, her dog and her protectors are in chains and left to wonder what diabolical plan he has for them.

In a dark hideout in the city, Penelope, Angel and the Ant Hill Mob were chained up in a large, cold dungeon.

"Kinda strange that he's captured all of us." Penelope thought. "Considering I'm the one he mostly wants."

"Indeed." Clyde replied. "I wonder why."

Dum-Dum: "Uh, we're trapped like, uh…uh…"

"Mice, you dum-dum." Clyde corrected him.

Dum-Dum: "Oh yeah, mice. Or is it rats?"

"We just have to get out of here!" Softy sobbed. "But how?"

"I'll reach in my pockets and get the key." Pockets told everyone else.

Yak-Yak: "(Giggle) You can't do that. The Hooded Claw's here (giggle)."

The Hooded Claw came down into the dungeon with the Bully Brothers.

"It's great to see everyone again, and I mean everyone." The Hooded Claw laughed with a sinister grin. "I trust you all had some time to get comfortable while you await your demise."

"What do you think?" Clyde scowled.

"I think I'll take that as a yes." The Hooded Claw sneered. "You may unchain them now, Bully Brothers."

"Right, Claw." The Bully Brothers replied in unison.

"Thank you for at least being kind enough to let us out." Penelope said as the Bully Brothers unlocked the chains holding her, Angel and the Ant Hill Mob. "That little ole dungeon is just too cold and gloomy."

Hooded Claw: "Just because you've been set free doesn't mean I'll let you go. There's a lot of evil doing to be done with you, so all of you follow me."

The Hooded Claw and the Bully Brothers brought the heroes into a tower in the hideout.

What terrifying fate awaits our heroes in this terrifying tower?

"What terrifying fate awaits me and the Ant Hill Mob in this terrifying tower you hooded cad?" Penelope asked with a stern look and voice.

"This terrifying tower is strictly reserved for those seven termites and that precious puppy of yours. So they won't be able to save you this time." The Hooded Claw replied with a smile that showed arrogance. "I'll take care of them as soon as I'm through with you, Pitstop."

He then turned to the Ant Hill Mob.

"What I'll do to you and that mutt I don't know quite yet, but I'll think of something." He sneered in their faces.

His expression went from arrogant to a sinister, intimidating grin.

"And Pitstop, before I do you in, you're in for a big surprise." He smirked as he approached Penelope. "In fact, the very last big surprise of your life."

"What do you mean, Claw?" Penelope's wondered with a perplexed look on her face.

What is that fiend going to do to her!?

"Have you ever wondered who the Hooded Claw truly is?" The Hooded Claw continued to walk slowly toward her in a threatening manner. "Have you ever been in search of the truth of the man behind the mask and why this very man behind the mask constantly tried to hunt you down everywhere you went to try to do you in?"

"I have." Penelope answered, her voice quiet and nervous as the Hooded Claw's approach made her shiver. "A countless number of times."

"That's what I thought." The Hooded Claw grinned a wicked grin like no other and laughed evilly. "My dear, since you'll be gone real soon, it's high time you learn the hard, sad truth to who the Hooded Claw really is. Pay close attention. You will love this."

From there, he held his cape, flipped his arm back and reappeared as Sylvester Sneekly.

Penelope and the Ant Hill Mob were horrified to see that. But the most horrified of all was Penelope.

"Sylvester Sneekly!" Penelope gasped in a shaking voice as a delicate little tear fell from her eye and she trembled in fright. "Is this really true?"

"As a matter of fact, it is true." Sneekly gave a wicked smile, his voice cold. "You saw the whole thing, my dear, and why else did that snarling beast of yours try to bite me earlier?"

"I don't understand…" Penelope was close to crying. "You have been so kind to me in the past. You took me in after the deaths of my mother and father. You helped me cope with my parents' deaths and served as my father figure. You took care of me in sickness and stayed by my bedside when I was in the hospital two hours ago. I have done nothing bad to you! What made you turn against me like this!?"

Sneekly smiled evilly as he began to tell her the truth.

"If you recall, a while after the demise of your beloved father, years after the passing of your dear sweet mother, it was stated by a lawyer that you were first in line to inherit your family's fortune." Sneekly explained in a dark voice as he circled his terrified captive like a shark preying on a goldfish. "The lawyer also made it clear that heaven forbid anything should happen to you before the day you turn twenty-one, the Pitstop fortune would go to me."

He got closer to her, got in her face and looked into her eyes with pure evil. She sharply turned her head in fear as her eyes met Sneekly's.

"Of course being second in line, I didn't stand a chance. I had to find a way to get my hands on your fortune somehow and by somehow, I mean doing you in. I would've done it as your trusted and devoted guardian Sylvester Sneekly, but then I'd be the prime suspect for your death. But, if you were done in by another person, like, the Hooded Claw, no one would ever know it was me and the Pitstop fortune would be all mine! Now you know my dear, but it won't matter because I'm not about to rest until I finally get rid of you and get what my heart of stone desires! And I still plan to!"

Sneekly gave an evil laugh after his explanation that filled the room.

"You…" Penelope snarled through her tears as she went after him. "You monster! How could you be so cruel and selfish!?"

"Control her, Bully Brothers!" Sneekly shouted.

"Right, Claw." The Bully Brothers answered as they each grabbed Penelope on one side.

"Listen to me, Pitstop." Sneekly hissed. " The Hooded Claw may have been revealed, but he still exists until your very life is finished, starting now."

Sneekly took out his large green hat and cape, flipped his arm and reappeared as the Hooded Claw.

"Come with me, sweetheart." The Hooded Claw told her quietly with a sinister smirk as he took her to his side.

"I won't!" Penelope snapped. "Not after what you've done to me!"

Angel growled, ran after the Hooded Claw, grabbed the ankle of his trousers with her teeth, and snarled as she tugged at them to get him to let Penelope go.

"Get off me you little flea farm!" The Hooded Claw scowled as he kicked Angel in the face, causing her to let go.

"We'll get that dog in a cage." The Bully Brothers said as they placed Angel in a cage.

"Well, Pitstop, you win this time." The Hooded Claw sneered with sarcasm in his voice. "Because you refuse to cooperate with me…"

He turned his head to the Bully Brothers.

"Seize the Ant Hill Mob." He ordered.

"Yes sir." They replied.

The first Bully Brother took Yak-Yak, and Zippy in one hand and Softy and Snoozy in the other hand. The second Bully Brother took Dum-Dum and Pockets in one hand and Clyde in the other hand.

"Hey, what the!?" Clyde shouted.

"What are you doing!?" Zippy protested.

"Good, now bring them to the window and throw them out good and hard…" The Hooded Claw laughed. "For an easy flying lesson, the long hard way!"

Penelope tearfully stood shivering in her tracks as the Bully Brothers held the Ant Hill Mob out the tower window and above the very high ground.

I know you don't wanna let that fiend take you, but you can't let the Ant Hill Mob get tossed out!

"No, please don't!" She begged through sobs. "I'll do what you say just please don't hurt the Ant Hill Mob, or my dog!"

"See Pitstop? Again all it takes is a little persuasion." The Hooded Claw grinned as he ran his fingers through her blonde locks.

"Tie those seven small fries to that post over there." He told the Bully Brothers, pointing to a large post in the center of the room. "Be sure to tie them up real good. We'll get rid of them as soon as we get rid of Pitstop."

"But don't you fret, my child." The Hooded Claw told Penelope in sarcastic sympathy. "I'll let you say goodbye to your friends and your dog before you're all through."

Penelope walked over to the Ant Hill Mob and the cage Angel was locked in.

"Goodbye, Angel." Penelope wept as she stroked her dog's fur through the cage bar. Angel sadly nuzzled Penelope's wrist. "You're a good dog and I love you."

"Goodbye, fellas." She whispered. "Stay strong for me."

"Goodbye, Penelope." The Ant Hill Mob replied sadly.

"I'm so sorry." Penelope choked before she buried her face onto Clyde's shoulders and sobbed.

"You did nothing wrong, Penelope." Clyde comforted her as he hugged her. "It's that fiend who's doing this. It's you who needs to stay strong more. It's gonna be okay."

"Come on! Get this over with!" The Hooded Claw snarled as he took Penelope to his side and as the Bully Brothers snatched up the Ant Hill Mob and started tying them up to the large post. "I'm running out of time and patience. I can't wait any longer to get that fortune. Come with me, my dear Penelope."

Penelope bowed her head and shed fresh tears as she followed her betrayer out of the room. Before she left the room, however, she looked back at the Ant Hill Mob and at Angel with a heartbroken look on her face.

"It was nice knowing you, boys." She sniffed. "I love you all."

"Are you coming, Pitstop, or do I have to make you come!?" The Hooded Claw snapped at her.

She scurried behind the Hooded Claw, her head still bowed and tears streaming down. The tied-up Ant Hill Mob watched with devastated looks on their faces, even Yak-Yak's.

What a devastating moment. As the Ant Hill Mob and Angel are trapped in the tower, the Hooded Claw is back in the dungeon prepping our heartbroken, horror-struck heroine for his latest trap.

The Hooded Claw took Penelope back to the dungeon where she and the Ant Hill Mob were earlier and had her tied up onto a platform. Her arms tied to her sides, her legs tied up above her knees and her ankles tied together.

Hooded Claw: "Even the Devil himself couldn't have planned anything more diabolical."

He looked at his shivering, crying captive with a nefarious smile as he strapped her hands and lower legs down with heavy leather brown straps that were attached to the sides of the platform.

"This time, Pitstop, there is no getting away! For if you notice you are tied up and strapped to this very platform." He began to explain his peril pointing up to a very sharp blade that was extremely high above Penelope's chest. "If you look up, high above you is a freshly sharpened pendulum. In a few moments, I'll pull the switch that you see across you, causing the pendulum to slowly lower down, swinging back and forth, until it slices you up like a holiday turkey!"

The Hooded Claw gave a full-out evil laugh after his explanation before turning to the bound, scared Penelope as tears fell from her eyes and stained her scarf and coat.

"Keep your pretty little chin up, Penelope. The pendulum is aimed straight for your broken heart, and will put you out of your misery for good." He grinned as he took out a small handkerchief and wiped Penelope's tears with it.

As he looked into Penelope's eyes again, she once again turned her head and welled up even more. Sneekly had caused her such great terror from what he'd done to her that she was even too scared to look him in the eye. Just his presence did not settle her.

"Now what was that reaction for, Pitstop?" The Hooded Claw sneered.

"How can you be so proud of yourself, Mr. Sneekly?" Penelope sobbed. "I don't even know what to call you anymore now that you've revealed yourself as the Hooded Claw. All you ever did was lie to me! You turned your back on me and my family all because you let your greed control you! My parents must be looking down on you with shame, especially my Dear Daddy! Can't you see how hurt I am by your actions?"

"Oh, I understand Pitstop." The Hooded Claw smiled in a dark, cold voice as he approached her, causing her to turn her head again. "But it will all be worth it once you're finished and I claim your fortune!"

He took out a small timer.

"If you'll also notice, this timer shows how long the pendulum above takes to lower!" The Hooded Claw told Penelope. "It will take as little as ten minutes to lower down and slice you in two! You may think ten minutes is plenty of time, but trust me my dear, it isn't!"

Penelope's heart pounded quickly and even more tears fell from her face and she looked with terror as the Hooded Claw placed the timer down and the pendulum started to lower down, swinging back and forth.

"Soon the only three people I'll be sharing the Pitstop fortune with will be Me, Myself, and I!" The Hooded Claw shouted.

The Hooded Claw gave a full-out, triumphant, evil laugh before he dashed out the dungeon's wooden door and locked it.

And so that horrible hooded snake makes off, leaving Penelope with only ten minutes left and no escape.

Penelope tried to move as an attempt to escape, but to no avail. Feeling hurt, frightened and out of hope, she shivered with cold and fear and she started to cry once more. She longed for the Ant Hill Mob to escape their trap and to save her. To take her away from this dreadful, real-life nightmare that she was not able to wake up from.

But mostly, she grieved and longed for her deceased mother and father. She wished for their souls to return from heaven to hold and soothe their wounded, frightened baby girl.

"Penelope…" Said a woman's voice that sounded familiar to Penelope, catching her attention.

"Mama?" Penelope whispered.

"Penelope…" Said a Southern man's voice that was also familiar to Penelope.

Penelope: "Dear Daddy?"

The spirits of Penelope's mother, Pamela, and Penelope's father, Paul appeared with looks of love and sympathy.

"Oh, mama! Dear daddy! It's you!" Penelope was stunned to see them again.

Pamela gave Penelope a tender hug and rested a comforting, gentle hand on Penelope's cheek and Paul stroked her hair.

"I miss you both so much." Penelope wept.

"Shh. Hush now, my little lamb." Pamela whispered as she kissed her distressed crying daughter. "Everything's okay. We're right here."

"I needed you so badly." Penelope told her parents through tears. "Mr. Sneekly did something terrible to me, just so he can get the family fortune. He tried to do me in billions of times just so he can claim the fortune. He lied to me and he turned his back on our family. That selfish cad! I should've known!"

"Heavens, I can't believe this. I never dreamed my own business secretary and trusted friend would hurt you like this. He was always so kind to you since you were born." Paul said. "Penelope my dear, I want you to listen to me. This is a hard time for you, but it's important that you stay strong in this time and to not let him cause you any more harm or terror."

"How can I?" Penelope sniffed. "His villainous alter ego, called the Hooded Claw, tied me up and strapped me down too well. I can't get out and there's not much time left before that pendulum comes down. I hope the Ant Hill Mob comes soon. They're all I have now. I'm so frightened."

"Don't be frightened, Penelope." Pamela told her little girl in a soft voice. "You have grown into a strong, skilled, kind woman. I watch you grow and learn from heaven above. I have hope you can get through the pain, fear and sadness that has struck you."

Penelope: "I wish y'all were here with me."

"Penelope, your dear daddy and I are always with you." Pamela whispered. "No matter where you are, we're with you, even when you can't see us. We're here. Keep us in your heart."

Pamela and Paul each gave Penelope a gentle kiss before disappearing.

"No, no please." Penelope sobbed. "Mother, dear daddy! Please, please don't leave me. I'm so afraid. I wish you were still alive. Please don't leave me."

Penelope was left alone, hurt, scared and in tears as the pendulum lowered down. She needed the Ant Hill Mob more than anything.

"Oh fellas, where are you?" She thought to herself before she continued weeping in fear and hopelessness.