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Pac's Scary Halloween Part II is the twenty-fourth episode of Season 2, and the fiftieth episode overall.

Synopsis[]

When Dr. Pacenstein and his sidekick Eeghost swap bodies with Pac-Man, Spiral and Cyli try to scare up help from the doctor's neighbor, Count Pacula.

Plot[]

In the Netherworld, with Lord Betrayus berating his ghost army for the constant failures to defeat the Pac-Man. During the speech, the tyrant's pet monster Fluffy gets agitated and swallows Buttocks and Buttler before being commanded to spit them out. Betrayus concludes his speech by saying how he has gone to an outside source (Dr. Pacenstein) to achieve victory. Buttocks reminds his master that it is time to meet with the mad scientist to collect on their deal, which Betrayus notes with glee. As the speech ends, the Ghost Gang leave to warn Pac of the impending threat.

Meanwhile, Dr. Pacenstein is in his laboratory, having succeeded in taking control of Pac's body. Pac, from his new place in the Doctor's jar, demands to know what happened. Pacenstein explains that he simply used his machine to swap the minds of himself and Pac-Man between bodies. He takes a moment to taunt the young hero over his newly trapped self (while also warning him to keep mind of the jar's nutrient fluid). He then notes about the massive appetite he has gained from taking over Pac's body, and so leaves to find food and enjoy his new form to its fullest.

At the Round House, Spheros is presiding over his party, while being disappointed with the lack of originality among his guests' costumes. Sir C, also at the party with Grinder, expresses worry about how Pac and his friends still haven't arrived, hoping that they are safe. At that point, Spiral and Cylindria wake up in the cell that Pacenstein placed them in, with Cyli quickly realizing that the Doctor has deceived them. The Ghost Gang then appears in their cell, explaining how Pacenstein and Betrayus have formed an alliance (thus explaining how Pacenstein mistook Cyli for the villain in her costume). The Ghost Gang then frees the young heroes from their cell, and they converge in the Doctor's lab to confront him, finding Pac in the jar. Pac quickly explains how Pacenstein has swapped their minds and taken control of his body, and so the heroes all set out to catch the criminal before its too late.

Meanwhile, out in the woods near the castle, Pacenstein continues to marvel and play about with his new body, citing its superiority to his old one and dismissing his detached limbs as a result before proclaiming his desire to conquer the planet. By chance, they come upon Betrayus and Buttocks, who were heading to meet the Doctor. Upon seeing the Pac-Man's body, Betrayus panics and tries to shield himself with Buttocks. However, the impostor corrects them, saying that he is actually Dr. Pacenstein, having used his alliance with the ghosts to take control of Pac's body, beliving it to be a perfect form. Just then, however, his stomach growls, with the Doctor noting his new body's ravenous appetite. All too happy to try food again, Pacenstein proceeds to gobble down Betrayus, Buttocks, and the Ghost Gang as they come unto the scene. Having acquired a taste for ghosts, Pacenstein then eats his assistant Eeghost as well, deeming his services no longer necessary. Moving along, Pacenstein laments how the ghosts have done little to curb his hunger. He then remembers Pac mentioning the Round House party, and so decides to go there for a more satisfying meal. Just as he leaves, he sees an old woman carrying a stroller and proceeds to try eating the elder, but fails to do so. An angry mob then appears and attempts to attack the mad doctor, but Pacenstein wards them off using a Minty Ice Berry from Pac's own Berry Dispenser. Relishing in his newfound abilities, Pacenstein lets out an evil laugh and moves on.

At the same time, Pac, Spiral, and Cyli are moving through the woods when they are intercepted by the angry mob, who mistakes Pac for the mad doctor they just encountered. After failing to convince them otherwise, the three friends attempt to outrun the mob, coming upon a pack of Were-Pacs in the process. Pac suggests that his friends use their emergency berries to help them escape. Seeing no other option, they do so, Spiral takes what turns out to be a Fly Berry, and Cyli takes what turns out to be an Arachnid Berry, much to their mutual disgust. Even so, they manage to trap the Were-Pacs, but their powers end up timing out, forcing them to keep moving on foot. Meanwhile, Betrayus and Buttocks, having returned to the Netherworld, regenerate their forms, expressing dissatisfaction with the poor state of their Regeneration Chamber. Betrayus admits that he has been deceived by Dr. Pacenstein, but surmises that they can still defeat the Pac-Man by destroying his brain while Pac's mind is still within it. To this end, Betrayus sends out Buttocks and his ghost legion to hunt down Pac's brain.

In the Transylpacia forest, all seems lost for the three main heroes as they are finally surrounded by the ghosts, Were-Pacs, and angry townspeople. However, from right out of nowhere, Count Pacula appears and lifts them to safety. When Pac inquires as to why the Count has helped them, he replies that he has only saved them because they now share a common enemy in Dr. Pacenstein, and so he has come to help them defeat him. At the same time, Pacenstein, in Pac's body, finally reaches the Round House and heads into the party. Sir C and Spheros initially welcome him with joy, but then, much to the horror of the other guests, Pacenstein takes the opportunity to feast, gobbling up as much food as he can. Having had his fill, Pacenstein attacks the other guests using Pac's own Power Berries, first with a new electric-based "Pacenstein" Berry, and second with a Pac-Kong Berry before heading outside.

Immediately thereafter, Pac and his team, along with the Count and all of their pursuers, converge on the Round House. Taking action, Sir C and Grinder break off from the rest to try to capture Pacenstein while Pac and the others attempt to take control of the situation. As Pacenstein moves into the shadows using a Chameleon Berry, all the monsters gather on the Round House lawn, with Madame Ghoulasha turning Spheros into a large cow. Left to himself again, Pacenstein takes delight in his having managed to cause total chaos. After nearly losing Pac's brain for good once again, the heroes are surrounded by the ghosts until Sir C and Grinder appear in the Pac-nana to bail them out. Sir C attempts to use a new device to swap back Pac and the Doctor's brains, but accidentally switches the brains of Pac-Man and Count Pacula, leaving the Count in the jar and Pac in the Vampac's body. Sir C prepares to try to switch them back, but his device malfunctions.

Now placed in the Vampac's body, Pac expresses some comfort in being within a body again. Sir C brings out a tube of emergency Berries for Pac to use against the Doctor, and Pac ends up pulling out a Smart Berry. As the Berry takes effect, Cyli notes how the Berries always have imperfect effects on normal Pac-Worlders, with the Count being quite abnormal, with Sir C noting how the Berry is causing Pac's brain to actually grow larger as he grows smarter. This inadvertently leads to Pacenstein's defeat as Pac lands his new enlarged head on the Doctor, finally catching him. Later, the heroes all gather in Pacenstein's laboratory once more, attempting to use Pacenstein's own machinery to return Pac, the Count, and the Doctor back to normal. Sir C succeeds n restoring Pac and the Count, but the process somehow causes Pacenstein's brain to disappear without trace. As it turns out, Pacenstein's brain, much to his horror and disappointment, ends up placed inside of a slug in Ogle's restaurant in the Netherworld. The episode concludes with Spheros, still in cow form, among the ruins of the Round House lawn, lamenting how his party has been destroyed and claiming the night to have been the "weirdest Halloween ever".

Characters[]

  • Pac
  • Betrayus
  • Cylindria
  • Dr. Buttocks
  • Spiral
  • President Spheros
  • Eeghost
  • Madame Ghoulasha
  • Grinder
  • Clyde
  • Count Pacula
  • Pinky
  • Dr. Pacenstein
  • Blinky
  • Sir C
  • Inky

Gallery[]

Trivia[]

  • This episode was originally set to air on Disney XD in October 2015, but it was taken off the air.
  • Count Pacula appears in this episode in Pacworld, but the twin moons are not blue. It is possible that he can survive when the moons are not blue and that he can only destroy Yellow Orbs at this time, but it is never explained.
  • When Dr. Pacenstein started throwing barrels at the villagers in the Round House after eating a Gorilla Berry, it was a reference to Donkey Kong.
  • Michael Jackson's "Thriller" was referenced when the monsters danced near the end of the episode.
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