A newly right-side-outed Sparks Nevada and The Red Plains Rider make their way to the Caves of Zyzyx to save Croach. Upon their arrival, Red shows evident hesitation to enter the caves, but she continues regardless. Croach hears their voices and leads them to his location, where he has been spun in a web and turned into a baby spider incubator. As the spiders advance on the trio, Sparks remarks that if he could choose the manner of his death, it would be fighting next to Red. Croach concurs. Red and Sparks are also webbed up next to Croach, and in her distress Red reveals that she is claustrophobic, much to the marshal’s surprise. As Croach tries to set her at ease by scientifically explaining the circle of life on Mars, Red is further upset and proceeds to shout at the spiders and cry for help.
Billy the Bot appears and blasts the spiders to kingdom come as Sparks realizes that Red has faced her fears to come and save the martian tracker. The outlaw remarks that he came to find the "gold in them hills" and has conveniently saved them - and he therefore should get off scot-free. When Sparks announces his intent to arrest their savior, the bot refuses to let them down, but eventually changes his mind - under the condition that Red decides which suitor to choose, once and for all. As Red is experiencing severe claustrophobic stress, she admits that she chooses Croach, and Billy follows through on his promise to let her and Croach down. While still in the web, Sparks notes that regardless of Red’s decision, Croach will still become baby giant spider food.
Sparks realizes that Croach can be inside-outed, and Red turns the tracker inside out and proceeds to destroy the baby spiders. Once the offending space arachnids have been stomped into oblivion, Croach is right-side-outed again. In order to avoid being arrested, Billy the Bot decides to leave Sparks Nevada hanging in the web. With his weapons inaccessible due to the webbing, Sparks bluffs his way out by threatening Billy with a remote voice-activated laser satellite and the robot escapes once again. Croach fulfills his onus to Sparks by cutting him down, and the marshal decides to continue on his mission alone, leaving Croach and Red to get reacquainted.
Billy the Bot appears and affects the same accent as Lycos Bill, but it is unclear whether or not they are the same character.
- The giant spiders are the same size as Billy the Bot (about 7' tall).
- Robots are created without noses due to their relative uselessness and ridiculous appearance
- The Narrator - Hal Lublin
- Sparks Nevada - Marc Evan Jackson
- Croach the Tracker - Mark Gagliardi
- The Red Plains Rider - Busy Phillips
- Billy the Bot - Dave Koechner