While the rest of the Shane Gang defend the perimeter from the legions of Blakk Guards sent to free Dr. Blakk from prison, Eli interrogates the captured villain. Surprisingly, Blakk feels like talking. He reveals where he came from, how and why he discovered ghouls, and, most importantly of all, Eli learns the truth about what happened to his father.
The episode starts with C.C., Locke and Lode and John Bull trying to free Dr. Blakk. When Eli returns to his post, Blakk reveals his life's story to him, beginning with when his father abandoned him, causing Blakk to grow up in a lawless cavern, as a servant for the bandit Viggo Dare. After his encounter with the Unbeatable Master, who rejected him, he returned to take the cavern for his own and overthrew Dare.
Meanwhile Millard Milford and Security Slingers help the Shane Gang from Blakk's Goons trying to break Blakk out. Back to Eli and Blakk Blakk says again how his rivalry with Will Shane went on, as well as Blakk's discovery of Dark Water. After some experiments, he opened a terraportal to the deep caverns and was pulled into the portal by a Darkbane, causing his skin to become white and leading to his alliance with the Darkbane. Following those events, Blakk created his first ghoul which he used to defeat Will Shane. At this point Eli demands to know about his father, but Blakk refuses to tell him the rest.
While this happens, Nachos comes with a Titan Tank and Gattler, and shoots Ghouls above the jail, opening a small portal that leads to Blakk's cell: this lets Blakk escape and four other Darkbanes to pass through. The Shane Gang then leave Stalagmite 17 to organize their next move.
- Slag Rock Cavern (Appears in flashback(s))
- Stalagmite 17
- Dojang Grotto (Appears in flashback(s))
- The Deep Caverns (Appears in flashback(s))
- The Surface (Mentioned only)
- Dr. Harlan E. Blakk (Appears in flashback(s))
- Dr. Blakk
- Viggo Dare (Appears in flashback(s))
- Locke and Lode
- John Bull
- Eli Shane
- Kord Zane
- Trixie Sting
- Maurice (Appears in flashback(s))
- Millard Milford & Security Slingers
- Shanai (Appears in flashback(s))
- Will Shane (Appears in flashback(s))
- El Diablos Nacho
- Brimstone (Appears in flashback(s))
- 4 Darkbane
- Jimmo Shane (Appears in flashback(s))
- André Geyser (Appears in flashback(s))
- Rubin Evern (Appears in flashback(s))
- Bryce Estavan (Appears in flashback(s))
- In this episode Blakk's Cavern (Blakk's Citadel) is revealed to actually be Slag Rock Cavern, and it reveals what happened to the cavern over the years.
- Some of Blakk's henchmen are revealed as former members of Viggo's Gang: Maurice, Locke and Lode, André Geyser and maybe Rubin Evern too.
- In Disney XD Asia, the scenes when Dr. Blakk Sr. calls his son "coward" and "fool" are cut out.
- C.C. returns after being teleported away by the Shadow Clans in "Lightwell".
- Jimmo Shane, who is mentioned by Eli and Gar Revelle in "A Distant Shore", makes his first appearance in Dr. Blakk's flashback.
- When Dr. Blakk talks about the flashback of him and Will dueling in the winnowing held by Shanai, Eli says that he knows how it will go since Shanai has told him about it in "The Unbeatable Master".
- The scene when Dr. Blakk uses a Tempesto against Will Shane, causing him to be sucked into the portal created by the ghoul slug is similar to the scene in "The World Beneath Our Feet Part 1".
- Dr. Blakk suggests Eli to tell him about "The Burning World", a term used by the Slugterreans to refer to The Surface in "A Distant Shore".
- When Blakk is practicing before Will Shane appears, his slugs sounds like ghouls.
- Blakk challenges Will at the Vault with the same Blaster that Viggo had given him. In Shanai's flashback in The Unbeatable Master, we see Blakk with his present Blaster, the Harbinger Firestorm, that instead Blakk took from Viggo Dare only some time later Shanai chose Will Shane as her student.