Giant caterpillars attack a village boat in a tropical jungle, and Matt Trakker, visiting a hospital he helped fund, goes to see the damage himself. A computer check of the eggshell shows the eggs were genetically altered, and the stripped forest turns out to be V.E.N.O.M.'s work: Miles Mayhem is using the caterpillars to clear the ground and uncover a vast map carved by the ancient Malacca civilization. The map points to a source of great power, and the way there runs past a waterfall into a hidden valley. M.A.S.K. and V.E.N.O.M. race to it, Mayhem uses a crystal to start the power source, and the overload leaves M.A.S.K.'s masks useless. The episode ends with the caterpillars entering their cocoon state.
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Giant caterpillars make an odd villain, because the first thing M.A.S.K. learns about them is that they are not hunting anyone. They raid a village boat for its fruit, and the villagers tell a story that is hard to believe. Someone on the team points out that the creatures went for the food and ignored the people, and that remark is the first real clue. Add a computer analysis showing the eggs have been genetically altered, a clearing stripped of every scrap of vegetation, and eggshells big enough to wedge a vehicle inside, and Matt Trakker has a mystery with nobody to blame yet.
Here is what the episode is about: the monsters are equipment. V.E.N.O.M. has grown a herd of hungry machines to clear a jungle, because what it wants lies on the ground underneath, a map cut into the earth by the ancient Malacca civilization that points toward a source of great power. Every raid and every ruined palm is groundwork for that, and the best idea in Mel Gilden's script is that the creeping terror of the title is a clearing operation. The agents also work it out in a satisfying order, from the eggs to a stone wall that has to be thousands of years old and then to the realization that Mayhem has been using the caterpillars to clear away the jungle.
The reveal travels through the computer rather than through a camera move. A white maze fills the screen, lines of text appear beside it, and the maze resolves into blue contour lines that tell us where the waterfall and the hidden valley sit. It is understated, and it gives the deciphering a few moments of its own. The caterpillars are the stronger design work, with pale, wide faces with round green eyes on grey segmented bodies, drawn so that the same face looks mildly comic chewing a palm frond and properly alarming when it opens a mouth full of teeth over a small orange truck. Scott and T-Bob supply the lighter touches, and the chase with the caterpillars closing in on that truck is the one scene where the monsters are near enough to count as a threat.
The standout is the cave. Mayhem sets a pink crystal into a stand ringed with orange light, a high whine starts, and the computer reports a power source overloading. Then the Spectrum mask fails, a blaster fails after it, and the team concludes that if Spectrum does not work, the other weapons are useless too. A show built around transforming vehicles and powered helmets takes away the helmets, and the episode trusts its setup long enough to let it bite.
The resolution is where the episode loses some of its nerve. The caterpillars go into their cocoon state, and someone explains that because of their size their metabolism is different and they will probably sleep for centuries. Biology gets the last word, which is a thin payoff for a team the episode has just stripped of its masks.
This is one of the odder premises of the run, and it hangs together: monsters as tools, a map underneath the monsters, and a power source that cancels the masks. It also shows what the series did best, which was to make the question of how V.E.N.O.M. gets something more interesting than what it does with it. The caterpillars were only ever the lawnmower, and the episode is kind enough to let them stay pale, hungry and slightly absurd rather than pretending they are evil.
- The M.A.S.K. wiki credits this episode's story to Mel Gilden.
- The M.A.S.K. wiki lists the episode's location as a Central American jungle, while its own plot blurb refers to a South American jungle, so the setting is described inconsistently even on the fan reference.
- According to the M.A.S.K. wiki, the safety tip at the end has Matt warning Scott never to ride his bike with T-Bob sitting on the handlebars.
- The M.A.S.K. wiki notes that the M.A.S.K. Computer's selection of agents in this episode runs without the usual cutaways to the agents' civilian lives, and that Brad Turner is shown without his signature glasses.
- The M.A.S.K. wiki records a voice slip: Kala and the other native have different voices when they first meet the caterpillars, but both use the same voice when they report at the hospital.
- The M.A.S.K. wiki lists a drawing error at about 17:45, where Hocus Pocus is missing the three black dots under its visor at nose level.
- The M.A.S.K. wiki points out that Vanessa Warfield is shown taking aerial photos from the passenger seat of Manta, with her vehicle apparently on autopilot.
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