As the group started to leave the chamber, Panthro was still trying to recover from what has happened and trying not to worry if Lion-O and Linka were still in one piece. As he continued to walk along with the others, Panthro started to feel a little weak in the knees and then started to fall to the ground.

"Are you alright my friend?" Turmagar asked as he saw Panthro fall down.

"I believe so." Panthro started to say as the others looked while Turmagar helped Panthro back on his feet. "I just felt a little tired and weak for a moment.

"Let's rest for a moment so Panthro can get his strength back." Tygra stated as the entire team came to a stop.

"I'm still worried about Linka guys." Wheeler interjected.

"Calm down Wheeler, we will save her and Lion-O, but first I think that we do need a quick rest." Tygra replied.

"I also agree with Tygra." Turmagar added. "We won't be of any use to anyone unless we are all fully rested."

"All right you guys win." Wheeler stated as they all sat down for a while to rest.

"Guys, listen I'll be fine but we must get going." Panthro stated.

"Panthro, you need to rest." Tygra started to say. "You have to regain your strength before we battle Spidera, besides you don't need to put on a tough guy act for us here."

"What do you mean by that? Has Panthro gone through this before?" Wheeler asked

"It happened about a month or so ago after we first arrived on this planet." Tygra started to say. "Mumm-Ra had someone named Driller kidnap Panthro so that he could create an exact clone of him. This clone of Mumm-Ra's started to attack and destroy the homes and property of our friends and allies in hope that they would turn on us. Luckily for the Thundercats, Lion-O's sword would not attack a fellow Thundercat when Panthro and his clone started to battle. Durning the fight as both Panthro and his clone battled in the intense heat a of a fire that the clone created, Lion-O drew his sword and asked Jaga to guide his hand and free the real Panthro. After the battle was over and some of our allies saw that the Thundercat clone wasn't our friend Panthro, things went back to normal. But before we knew anything about this, Panthro was taken into the bottomless Chasm by Mumm-Ra hoping to be rid of him forever. The chasm has some strange cosmic rays, that after prolonged exposure seems to make anyone feel weak and tired. We were just lucky that Panthro was able to get out of there around the same time when Lion-O was able to bring the Thundertank there in order to try and save him." Tygra finished saying.

"But that is one experience that I wish that I could forget, even now." Panthro responded.

"I'm just glad that everything worked out for you in the end. It is almost like what happened when the Planeteers had to face Skumm when he discovered a formula for hate in a small community." Wheeler added.

"A formula for hate? What do you mean my friend?" Turmagar asked.

"Yes, I'm a little curious as well." Tygra added.

"Same here, please explain." Panthro added.

"Basically one of our enemies Verminous Skumm and his henchmen of rat people broke into a local medical facility and stole some lab results of a blood test for a kid going to high school. This kid was on the basketball team and the star player for his entire community. This kid had a blood transfusion some years ago when he was younger and nobody thought to scan the donor's blood for any type of disease."

"So what happened to the kid who got the transfusion?" Tygra asked.

"He later found out that he was HIV positive. It is a disease that could lead to a more serious disease later on if it wasn't treated right away."

"This HIV positive that you mentioned, how could that lead this Skumm person to create this formula for hate as you so put it." Panthro asked.

"You see people on my world are mostly scared of things that they can't understand. So they think that anyone who has this disease can pass it on to another by touching them or by using the same water fountain as the infected person does. Everyone is so frightened that nobody wants to think straight and they lash out at anyone who they think is carrying the disease, that also includes family members and close friends." Wheeler stated.

"How horrible, how did you and the other Planeteers manage to defuse the situation?" Tygra asked.

"Captain Planet was able to track down the kid after he ran away from home hoping to keep everyone safe, but later realized that he made a mistake. Once Cap found the kid, he brought him to the school's gymnasium and paused the Championship Basketball game just long enough for both Cap and the School's Team Coach to explain everything to the entire community. Needless to say that the whole town was more than sorry for what they believed is the truth and after the big basketball game, started to help rebuild the kid's home as well as his mother's flower shop. I just wished that would have never happened in the first place."

"Why? What would you make you say something like that?" Turmagar asked.

"My cousin died from that disease, but before that his whole town started to turn on him and his family as well. I never knew about any of that until I was a little older, that whole incident happened when I was only around 5 years old. My mother told me about it once I got a little older and figured that I could handle it better."

"I'd had no idea that all of you still have to go through the same problems that we all dismissed on Thundera a long time ago." Panthro added.

"Yea well some people are afraid of change no matter how hard anybody tries." Wheeler stated.

"Don't feel bad Wheeler, at least you and your friends are making a difference on your home planet." Panthro replied.

"I just hope that we can return there." Wheeler stated.

"Don't worry about it for now." Tygra said as he helped Panthro back to his feet. "Right now we have two friends of ours to save."

"Your right, COM' on we better get started." Wheeler replied.

"Wheeler my friend, perhaps you can continue your other tale that you began to tell us before we rescued Panthro." Turmagar asked as they were getting ready to move out.

"What story is that?" Panthro replied.

"Wheeler was telling us about a time when they went to some kind of theme park for.. what did you say it was again Wheeler? Tygra stated.

"A night full of fun and frights." Wheeler replied.

"That's it, can you continue with it, at least until we reach Spidera's chamber." Tygra requested.

"Sure thing and besides I seem to be remembering more and more about that day the longer we stay down here." Wheeler replied.


As the group started to continue towards Spidera's lair, Turmagar and Tygra caught up Panthro so that Wheeler could continue his story about the Planeteers having a scary good time at Universal Studios in Orlando Florida.

"All right team." Wheeler started to say. "Once we get the tickets then the fun will begin" He finished as they reached the ticket booth to receive their event package.

"I can't wait for this to begin my friend." Ma-Ti stated.

"Yes Wheeler, this will be our first time at an event like this." Kwami added.

"Da, and we will not know what to expect." Linka added.

"Lets get in there and get this event started already." Gi stated.

"Hold on all of you, first I have to get the tickets, then the fun will begin." Wheeler stated as the group approached the ticket window.


As the group approached the window, they were greeted by one of the ticket personal of Universal Studios.

"Hello there and welcome to Universal Studios, how can I help you today?" The blonde haired woman said.

"Yes I believe that you have a reservation for five for tonight's event. It should be under Wheeler." Wheeler stated.

"One moment please while I check the computer records." The woman replied as she started to check the computer. "Yes I believe that I have found it. Group of five plus express pass for Halloween Horror Night starting at six tonight."

"That is correct." Wheeler stated.

"Ok then, may I please see some identification from you and your friends before I can give you the tickets." The woman asked.

"Sure thing, Planeteers, please give her your I.D.'s for a moment." Wheeler stated as they all showed the woman their Planeteer .

"Thank you, just one moment please." The woman said as she took the , then a moment later returned them to the Planeteers.

"Here are your tickets for the park sir." The woman stated as she gave Wheeler the ticket pack. "When you enter the park please drop by the customer service center, our manager would like to speak with all of you for a moment."

"Is there something wrong with these tickets?" Kwami asked.

"No, not at all, our manager would just like to speak with you before the event starts." The woman replied.

"OK" Wheeler stated as the group left the ticket booth and started to enter the park.


The Planeteers were almost in a sense of amazement when they entered the park for the first time. They have never seen anything like this before even though they've been to scientific laboratories as well as local parties for VIP guests, but this time they were completely unprepared what they are seeing right now. As they entered the park, the all saw cut outs of New York City in the background as well as the Ghostbusters symbol hanging from one of the buildings. As they stated earlier, they all walked into the customer service center to speak with the manager of the park. After the group entered, they were greeted by the manager with a great big smile across his face.

"Welcome to Universal Studios Halloween Horror Nights Planeteers, I'm Brian and I am in charge of the event." The manager said as he greeted the Planeteers.

"It is very nice to meet you Brian." Kwami started to say "Your theme park is quite wonderful."

"You haven't seen anything yet my friends." Brian stated. "The fun will begin in about 5 minutes."

"Then why are we here if you don't mind me asking." Wheeler asked.

"Not at all, I would like you and the others to be our special quests tonight in our bone yard parade later on tonight." Brian stated.

"That sounds like fun." Gi said."

"It is and you wouldn't even have to be in costume either. We would just like for you to ride in the float with the drums and maybe play them during the show." Brian stated.

"What do you all say my friends, Wheeler and Gaia did say for us to have a good time tonight." Kwami stated.

"YES" The group stated.

"I believe you have your answer Brian, we would be happy to join you in the parade later on tonight." Kwami stated.

"Wonderful, the parade starts at nine sharp but please report to the Back to the Future area around eight so that you will all know what to do." Brian stated.

"We'll be there." Wheeler replied.

"Oh, and about your tickets, we are going to refund the money your friend spent on them, this is our gift to you for keeping the Earth safe for all of us."

"Thank you, I'm sure that my parents will be thrilled." Wheeler stated.

"Speaking of being thrilled Yankee, the event is about to begin." Linka interjected.

"Your right Linka." Kwami added. "We will see you at the Back to the future area once we know where that is." Kwami stated.

"Here take these." Brian said as he gave each of them a park map as well as a event map plus time table." This is where we will meet you later on." He finished as he pointed towards the location on the map.

"Thanks, we'll see you there." Kwami stated as the whole group left the center and started to enjoy the event.


As the group left the service center they all started to see a group of bloodied zombies, each of them carrying a chainsaw in their right hand. As they started to get closer to the group, the zombies started to react by squeezing the triggers causing their chainsaws to move. Once the Planeteers got close enough, they noticed that the chainsaws were in fact fake but the noise that they were making made both the girls squeal, but only for a moment. After the zombies left, all of the guys started to laugh but only for a moment.

"You find something funny Yankee?" Linka said as she saw Wheeler laughing.

"Not really babe." Wheeler replied as he stopped laughing. "Iit's just that I never knew that you could scream like that." Wheeler stated as Linka gave him a light punch on his right arm.

"Calm down everyone, it is probability all part of the event." Kwami stated.

"I believe that you are right Kwami." Ma-Ti stated." I sensed no evil feelings from anyone of them."

"Ma-Ti, we are supposed to have fun and give our rings a rest." Wheeler stated. "Come on everyone lets head towards the first haunted house." He finished as he gestured the gang to a group of people going towards a queue line heading into a sound stage.

"Good idea Wheeler." Gi replied. "I want to see what is so cool about this event anyway."


As the Planeteers started to head down towards the first Haunted House, they saw two entrances on the way. One of the entrances said "Standby" and the other said "Express Holders Only". Knowing that their tickets were for the express line, they all started to head down into the express line hoping to see what kind of house it was and wonder what was going to happen to them. As the group continued down the line they were stopped mid-way by one of the security officers on duty checking all pass holders to make sure that they were on the correct line.

"May I see you passes please?" The security guard said as he stopped the Planeteers.

"Here you go." Wheeler replied as the others followed his lead.

"Thank you, you can go on ahead." The security guard stated as he scanned each of the Planeteers's passes before letting them continue.


As the Planeteers approached the first sound stage, they started to hear weird noises like screams and explosions coming from inside the building.

"Yankee, are you sure that it is safe in there?" Linka asked with a bit of worry in her voice.

"Don't worry babe, their job is just to frighten and not hurt anybody." Wheeler started to say. "It is just like those chainsaw zombies you saw before."

"Yea Linka, we will be fine." Ma-Ti added.

"Da, if you say so." Linka replied.

"Look babe if your unsure then please hold my hand as we enter." Wheeler stated as they all approached the entrance.

"Da, maybe I will just so that you won't scream as well." Linka replied as she held Wheeler's right hand as they entered the building.


The interior of the building was more frightful then the Planeteers could have ever managed, there was broken windows on what looked like an old wooden house and what looked like strange devilish like creatures guarding the open doorway. As they approached the doorway, the guards shifted there gaze towards the group and reached out with their arms not touching anybody but giving them a good fright. Once they entered the house they started to hear more noises coming from each room with what looked like dead people popping out of certain locations scaring certain members of the line. The Planeteers were no exception as they were also getting a good scare from the personal within the house. Linka held on to Wheeler's hand during the entire time trying not to show how really scared she was and also trying not to admit that she was having one of the best times ever with her friends. As they exited the house, all of the Planeteers couldn't believe how real that felt except for the part of the staff not being allowed to touch anyone within the house.

"Well guys, ready for round 2?" Wheeler asked in his usually joking mood.

"My friend that was really cool." Ma-Ti replied. "What do you think the others will be like?"

"Maybe more scary then the last one." Wheeler replied.

"I don't know if I can do it again?" Linka replied.

"Come on Linka, this house was fun and the others should be just the same." Gi replied.

"Alright Gi, I will try to draw up enough courage to go again." Linka replied.

"That's the spirit, babe." Wheeler added.

"Please Wheeler don't say things like that right now." Linka replied as she lightly punched Wheeler in the ribs.

"Take it easy Linka, besides I think that there might be a good ride open right next to the next house. Look, I'll make you a deal, you go into the next house and then we will go on a ride to take a short break. OK?"

"DA, Yankee, you have yourself a deal." Linka replied as they all started to go into another queue line for the next haunted house.


As Wheeler was about to continue more of his tale, the group started to hear more and more arachnid type noises as they got closer and closer to Spidera's main chamber. While the group was getting closer, the group couldn't help but notice that something wasn't quite right with the situation.

"Something feels not quite right here." Tygra stated.

"On that I agree with you Tygra. There are no signs of patrols or scouts anywhere." Wheeler replied.

"They must be planning something against us right now." Turmagar stated.

"So we better be on our guards then." Panthro replied.

"Hold up a sec guys, I think I have an idea." Wheeler stated as he took the tote bag back from Turmagar and opened it to reveal its contents.


As he opened the bag, both Tygra and Panthro were surprised with what they saw inside.

"Laser blasters, flash grenades, duck tape and you were even able to retrieve Lion-O's sword. That is some assortment of gadgets you have there my friend." Tygra stated.

"I wanted to be prepared for anything down here plus I wanted to make sure that everyone, especially Linka was alright." Wheeler responded.

"So what is this plan of yours Wheeler?" Panthro asked.

"I will go inside and distract the queen and her children while you guys try to get in undetected." Wheeler stated.

"That's suicide Wheeler, you can't go in there alone." Panthro stated.

"I agree my Thundercat friend, that is why I will go along with him." Turmagar added.

"Guys I want you to stay back just in case something goes wrong, besides I won't be going alone." Wheeler stated as he took Lion-O's sword from the bag.

"What are you planning, Wheeler?" Panthro asked.

"You guys told us that the sword is able to detect and return to its master, so if I throw it-"

"Yes then it would land where Lion-O is and maybe set him free. That is a brilliant idea Wheeler." Tygra stated.

"If it works, I just hope that the sword trusts me enough to help out."

As Wheeler finished his statement, the sword's eye started to glow and change color from brown and dark brown to bright red and white.

"I believe that the sword has given you your answer Wheeler." Panthro stated.

"I agree with Panthro, if the sword trusts you then so do we." Tygra stated.

"Wheeler my friend, do you still have the dagger?" Turmagar asked.

"Right here." Wheeler stated as he took out the dagger from his vest pocket.

"Use that to protect yourself, just in case." Turmagar replied.

"I will. Guys wish me luck and get ready." Wheeler stated as he put both the sword and the dagger back into his vest pocket.

"Good luck Wheeler." Tygra stated as he saw Wheeler start to walk into Spidera's main chamber alone.

"We better be ready to strike my friends." Turmagar stated as he too out a laser weapon from the tote bag before securing it around his shoulder.

"I'm ready for round two." Panthro stated as he took out his nun-chucks.

"Same here. Lets all be ready to strike." Tygra added as he took out his bolo whip.


As the Thundercatrs and Turmagar readied themselves with their weapons of choice, Wheeler only armed with Lion-O's sword and Turmagar's dagger gift, both very well hidden within Wheeler's vest pocket headed straight into the main Chamber of Spidera's kingdom. As Wheeler looked around, he saw massive amounts of spiders raging from small to the size of the others that the group had faced before in each of the other chambers. The webbing around the place was so thick that it was able to consume even more spiders, that way not showing the correct amount of Spidera's children. At the far end of the chamber there appears to be some sort of throne made completely of webbing as if it was waiting for someone very special to arrive. As he arrived at the center of the chamber, the noise from the spiders all around him started to become louder and louder as if all of the spiders were waiting for their leader to arrive. As the noise continued to get louder, Wheeler stopped as soon as he saw two webbed cocoons laying at either side of the throne not knowing who was in each one. As he was about to take another step, he started to hear something very strange from inside his head..

" Why do you enter the domain of Spidera, the Queen of Eight legs." The voice echoed within his head.

"I AM HERE FOR MY FRIEND AND MY WIFE YOU CURSED SPIDER!" Wheeler responded while shouting.

"These two are mine and you will not have them. I have lost my other food supplies, but I will not loose these to the likes of you."

"YOU COWARD! AFRAID TO FACE ME FACE TO FACE?!"

"If you wish to join your friends as my newest food source then so be it" The voice echoed as the source started to reveal itself.


As Wheeler watched with an almost grasping fear, he saw the Queen Of Eight Legs herself descend from the top of the chamber, and sit on top of her throne. As she sat down, the other spiders stopped making their noises, as if she ordered them to do so.

"So you are Spidera uh." Wheeler started to say. "You don't look so tough."

"YOU RETCHED INSECT, HOW DARE YOU ENTER MY HOME AND INSULT ME AND MY CHILDREN!" She echoed into Wheeler's head.

"You don't scare me, I've dealt with much worse in my time as a Planeteer." Wheeler stated while trying to get rid of the awful pain from inside of his head after Spidera had screamed her thoughts into him.

"You know that my children can attack you at any moment and I would love to see you squirm as you start to yell in pain."

"That will not happen, cause you are gonna release my friends right now."

"You have got to be kidding. How are you gonna make me do that?"

"Trust me I will, and then you will be the one begging for life and not death."

"You amuse me my little friend but I'm afraid that it is time to stop you once and for all." She stated as she was about to order her children to attack.

"Not so fast there bug-face, don't I get a last request?"

"Very well but don't press your luck, my children are just waiting to attack and I don't want to disappoint them."

"Trust me, this won't take so long." Wheeler stated as he revealed Lion-O's sword from his vest pocket.

"Where did you get that, I thought that once I separated it from its master that no one and I mean no one could be able to touch it, not to mention wield it."

"Guess you thought wrong bug-face." Wheeler stated as he was ready to throw the sword. "OK sword go find your master and free him right now." Wheeler added as he threw the sword into the air.


As the sword started to fly through the air, Spidera ordered her children to attack to try and stop the sword. She knew that if the sword would find Lion-O then herself and her children would be in serious trouble. As the spiders all tried to stop the sword by shooting their webbing at it, the sword itself put up some kind of protective barrier that seemed to protect it as it kept flying towards one of the two cocoons. As her children tried to stop the sword, Spidera decided to stop Wheeler once and for all.

"You stupid fool, now you will die first and then the woman you love will be next to die."

"YOU ARE NOT GOING TO HURT LINKA OR ANYBODY ELSE EVER AGAIN!" Wheeler yelled as his anger started to get more and more intense.

"You will never be able to stop me you little fool, you have no powers at all and your friends will not arrive in time to save you."

"I DON'T CARE, YOU WILL NEVER HURT MY BELOVED OR ANYBODY ELSE ON THIS PLANET EVER AGAIN. AAAAAAAHHHHHHH!" Wheeler screamed at the top of his lungs.


As Spidera started to get closer and closer to Wheeler, some sort of weird red light started to engulf him as if for some reason Wheeler's inner flame started to respond to his feelings for his wife and those of his friends. As the light around Wheeler started to get brighter and brighter, Spidera started to back off not knowing what was going on here.

"NOW YOU DID IT YOU STUPID BUG, NOW I AM GOING TO MAKE YOU PAY!" Wheeler screamed as the red light around him started to converge around his ring somehow destroying whatever Mumm-Ra did to it and restoring it to full power.


As Wheeler's ring started to glow as if it got renewed life back into it, the other Thundercats as well as Turmagar were watching what was happening with great surprise.

"Tygra how do you explain that?" Panthro asked.

"I have no idea how this is happening but one thing is for sure, we have to get down there and help him right away."

"I agree my friends, Wheeler maybe brave but he will still need our help so lets go." Turmagar stated as all three started to run after Wheeler and into Spidera's main chamber.


As the others were heading into the chamber to help, Wheeler was still unsure how he was able to restore his ring to full strength on his own. Then a moment later he decided that he would worry about that later cause for now he had more pressing matters to worry about.

"Hey Spidera, while you were dealing with me your children just blew it." Wheeler boasted as the Queen started to turn away to see what he was talking about.

Spidera couldn't believe what she was seeing, not only had her children failed to stop the sword but now it was about to land right on top of the cocoon at the right side of her throne. As the sword made contact with the top of the webs, then sword then started to emit a very powerful and burning white light that started to surround the entire cocoon freeing its' prisoner.

"NO, THIS CAN'T BE HAPPENING, NOT TO ME AND NOT IN MY KINGDOM!" Spidera started to think to all who will hear her thoughts.

"Face it Spidera, now you are in real trouble." Wheeler replied as he saw a hand draw out the sword from the wall and bring it back to the captive's face.

"Spidera, you have gone too far this time and now we will have to stop you from hurting anyone else ever again." The newly freed Lion-O stated.