Fantastic animation and lighting effects at the opening scene where Skullmaster brings on the terror by using the unholy power of the Crystal of Souls to unleash the ghastly wrath of the Soulless Ones, which sort of look like zombies only they're really more like spirits or revenants. I thought they looked a whole lot like the sea zombies from a tale in the horror anthology classic "Creepshow." They're actually genuinely creepy because they're so unfeeling and utterly relentless, hunting down Max and the Cap whilst constantly murmuring an eerie mantra. Some fans have their own ideas of what it is they are saying, but if you ask me it's clearly "Cap Bearer, Cap Bearerrr..." They don't stay down when Norman slams them because they don't feel pain or anything because they are worse than dead: soulless. And you actually feel a kind of pity for these wretched beings when it's revealed that once upon a time they were just ordinary human beings who were cruelly trapped into giving up their souls by Skullmaster's machinations, leaving them condemned to wander in purgatory forever, unless the Crystal containing their stolen souls is shattered... It also does a good job of making you start to love to hate Skullmaster a little for what he did to the poor citizens of ancient Atlantis, and wish to see him eventually conquered...um, depending on your point of view, ya may be disappointed! The overall story arc of Skullmaster's bid for freedom then for ultimate power begins to develop with this episode. A big part of what made this show so great was its breadth, and it actually had significant character development for its main hero. Max becomes braver and starts to take his role as the chosen one more seriously over the course of this story. At one point Max says that he'll never sacrifice himself to stop Skullmaster, and in the series finale that's exactly what he ends up doing... It begins the events that lead up to the season finale by establishing the Mighty One's fear of facing Skullmaster and fulfilling his destiny. Got to give credit to Rob Paulson. While voicing Max he constantly keeps up the snarky banter and attitude, but he's also able to switch tones and instantly make the character more sincere in a second. It also gives a little more emotional depth to Virgil when it shows that he's even willing to let the Cap be destroyed because he couldn't bear to see Max die like an earlier Cap-Bearer of the past named Maximus that is shown. He looks like Max if he were grown up and bulked out. Conan the Cap-Bearer.. ::: This episode isn't based on any of the play sets in particular, although the Soulless Ones do look very similar to one of the lame "Shrunken Heads" toy line that was simply called "Doom". Fitting, as the whole tone of this episode is encroaching death. It's by far the darkest one yet, the peril feels more urgent and dangerous than ever before. Even the title's scary, you don't get much more on-the-nose than that! The show always proceeds through the stories with a wry smile, but it could get convincingly serious when it had to be, and this was one of the instances where the stakes were truly shown for what they were. Brilliant!
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