The forcefields went down then so did the tall holographic version of Vikari that vanished into a small circular base on a pole alongside the entrance way of the carnival. The Robinsons walked into the carnival among the large crowd. Some were tall, some were short, some had wings, some resembled dinosaurs that were humanoid in nature, and some resembled ducks. Will was suddenly brought back to the last carnival visit with his family and the older version of his friend acting very wary about boarding any of the rides.

The pumpkin ride was the only notable one that Will recalled fondly, a ride that Smith had no quells against, a ride that wasn't entirely dangerous, or made him to have one of his panic attacks to the point that he wouldn't leave the ride five minutes after the seat had become stationary and had to be peeled off by the ride operator and the major then Smith was dropped like a sack of potatoes to the ground.

He can still recall Smith hopping in then sliding in to the far left and lean his back against the brown interior of the machine, Robot had some difficulty boarding the ride but chose the area across from Smith to seat himself, and Will chose the center. The sound of the door loudly closing made the older man almost hop out of the seat.

"It's okay, Doctor Smith," Will reassured. "The door will open after the ride is over."

Smith's blue eyes peered out watching the young women's figures become distant in the background.

"I am starting to have second thoughts on this decision, William," Smith admitted.

"Oh? What happened to the brave, bold, courageous doctor?" Robot taunted. "Or was that blowing air into your bag?"

Smith was breathing into his panic bag glaring off toward the B-9.

"Cut it out, you two," Will said. "Let's sit back and enjoy the ride."

"Fine." they chimed back at once, folding their arms, turning their heads away.

The old man leaned his back against the wall then put his arms on the counter and made one of his many endearing deepening grimaces. Will slid against Robot as the pumpkin began to spin. Smith was, surprisingly, laughing as he twirled the center piece as the pumpkin spun faster and the other two joined in laughing. A contrast of how he screamed in terror at the slightest of disturbances even at his shadow from time to time.

It was a unique and rare moment where Robot and Smith didn't trade insults but enjoyed it.

A moment that Will never wanted to forget.

"I knew he was exaggerating when said three hours!" Don said. "Only two hours it took to lower that wall."

"Two hours waiting in the chariot with air conditioner on," John said.

"So different compared to the carnival we went to earlier," Maureen said.

"The last space carnival we went to had everything painted in black," John noted. "I like the life in them."

"More appealing," Don agreed.

"There must be a guide up around here. . ." John started, searching for the sign.

They went past a empty plot of land with a fence around it that surrounded each ride. A sign in front of the fence read "Octopus coming soon". Text that went ignored by wandering customers walking from around the fence as music began to play in the background loudly and clearly. Robot stopped alongside the sign then bobbed his head up in alarm and shifted toward the sign quite startled.

One by one, the Robinsons put in ear plugs and relaxed as the sounds dulled outside. The song that was being played reminded Penny of the rock music on Earth in the tone within the alien language. The family came toward a tall sign that was in their language. Around the lone sign were several others in different calligraphy. John began to determine what read what.

Then the family split off into small groups going off toward long sections of the carnival until there was Don, Will, and Robot being followed slowly but surely trying to catch up to them. Eventually, they came to a stop at a sparsely populated arm of the carnival and couldn't hear the distant sound of the carnival so the ear plugs were taken out of their ears.

/////////////////////////////////////////////////

Will felt the ground tremble beneath his feet to the lyrics. As if someone was repeatedly striking the Earth as its drum during a ceremony. Will closed his eyes in a attempt to shake the feeling uneasy feeling off his shoulders. It reminded Will of hearing a heartbeat though louder and more distinctive. He closed his eyes trying to force the vocal comparison down to a bottomless pit. Abruptly, that feeling went away and the ground felt still beneath his feet.

"Hello, my dears!"

Will jumped turning toward the source of the familiar deep voice and a slightly taller Smith.

"You look in good spirits," Don said. "You and Vikari put things back together again?"

"Loosely," Smith rubbed his fingers together with a grimace.

"So not completely?" Don asked.

"We have a mutual understanding over the matter," Smith replied.

"Mutual understanding," Don repeated, skeptically.

"Neither of us like riots," Smith said, softly. "That ticket nonsense," he shook his head folding his arms. "I will never understand the way she sees it as stalling." The doctor looked upon the small group. "And I see that you are feeling well."

"Better than I did before," Don agreed then squinted at the doctor quite skeptical but suspiciously. "Smith, I appreciate your help, but you can stop what you are doing tuning the music off."

"Able to turn music off in the recesses of a mind?" Smith laughed, grasping along his chest, shaking in laughter. "That is cute." He leaned against a support beam with his elbow flickering off a joyful tear.

"Robot, do you detect the music?" Don asked.

"No," Robot said. "I do not."

"I asked one of the employees to play romantic music," Smith said.

"Romantic music?" Don said, bewildered. "I didn't take you for a romantic."

"I am not," Smith said. "It is soothing and desirable to hear."

"Smith. . ."

"Yes?"

"Did you bother to listen to their music?"

"Yes. Not risky as you think they are,"

"Do you understand their language, Doctor Smith?"

"No, but I sense it by the tone of the lyrics," Smith said. "Perfectly innocent, isn't it, Robot?"

"Very explicit," Robot said.

"When was the last time you were on a roller coaster?" Smith asked

"A long time," Don said. "I don't trust space carnivals."

Smith's eyes landed on Robot.

"As do I," Robot said. "I do not trust my sensors."

Smith frowned then joined the line that was going past the barrier.

"Then trust your eyes," Smith went past the ride operator. "Not as if last time you went on here you became part of it."

"No, worse," Don said. "Nearly lost my time. Have you ridden anything since you painted these rides?"

"First time is the charm!"

Smith hopped into the back row then slid down the barrier and grinned leaning back with his arms behind his neck clasping his hands together against it then unlocked his hand from the clasp waving back at them. The major shook his head rolling his eyes. Once, a long time ago, Smith would have vehemently protested against boarding the ride at all and only convinced the Robinsons even further to join the ride. It was unsettling to see him sitting in the ride without much of a argument or protest.

The older version was not blinded by personal pain and a vendetta of shielding others from what he was becoming. Or who he was becoming as time went by. It was a hard line that divided the Smith's in two. One who cared a little too less and the other who cared a little too much. Of all the times to wish that Smith acted like he had cared about them this was the worst way to get the wish handed out.

The ride vanished before their eyes speeding quickly among the portions of high raising rails and twirled in perfect circles going over a large gap that didn't have a rail connecting to the other side of the roller coaster filled with delighted screams. If Don listened in closely enough as did Robot then they would both hear the terrified screech belonging to Smith.

Several minutes later, the ride returned and Smith came staggering out of the ride in a dizzily manner using the barrier as his delicate support. The older man was visibly uneasy making his way on sliding the exit aside then moved toward the nearest trash can and hurled into it. Don laughed, his arms folded, turning away of the direction that Smith had gone in.

"Don," Judy said. "We haven't had a ride to ourselves in forever."

"That must surely mean it's fun if Smith didn't enjoy it," Don snickered. "Let's give it a twirl."

"Will, Penny, are you coming?" Judy asked.

"No," Will said. "I was thinking of the merry go round."

"We haven't rode that in years," Penny said.

"Doctor Smith, where is the merry go round?" Will and Penny left the couple as the enter gate was slid open.

Smith wiped off the contents of his lunch then turned his gaze on to them as the long line piled into the seats and raised his eyebrows at once displaying his surprise then beckoned them on with him.

//////////////////////////////////////////////

The ride lasted for a great while and thrilling enough for the couple along with the other guests. At first, it was shaky being on his feet again getting on the ground then staggered over toward the nearest trash can and puked. Judy patted on the center of his back with a easy going and lovely laugh. Don stood up then with some shaky strength in him walked away from the trash can with some help as his arm was linked with Judy. A few moments later, the major regained his balance and the feeling of still seated in the chair had all but washed away.

They strolled through the carnival until Don stopped in his tracks then poked Judy at the shoulders. Robot, Penny, and Will were seated in three chairs that were flying them in circles thanks in part to a long string. Judy's eyes searched for the doctor among the crowd spotting only a empty seat then her eyes landed on to the man leaning against the rail listening to a tall pointy eared and thick eyebrowed being ranting about something.

Smith was wearing reading glasses while jotting down on the notebook leaning against the rail and only speaking on some occasion to the alien until they stopped speaking and gave a analysis of how their problem could be solved that went unheard by Don and Judy because of the screaming people above.

The alien whistled walking away from the group with a optimistic demeanor about them as Smith tucked away the glasses. The ride finally lowered with the group in tow and they disembarked carrying balls of laughter. The group disembarked from the ride walking down the route of the carnival. There were rides of different types decorating each half that stood out as unique including a Egyptian boat flying back and forth into the sky. Twirling pods with gated doors with small holes that twirled repeatedly.

"Look, the merry go round!" Will ran ahead of the group.

"I haven't been on that in years!" Penny noted.

"Remember the last one that we rode five hundred years ago?" Will turned toward Penny.

"It was pretty tame and slow," Penny said. "That was two hundred years ago."

"Very C rating," Will agreed. "Feels longer."

"Time feels faster on it," Penny said. "All the best time."

The merry go around was large and massive compared to the ones that were normally seen in carnivals. There were many layers, sections, of each ring containing a horse. Robot wheeled into one of the rides that had a chariot with two horses that had manes decorated in flowers and golden harnesses. It was hard to resist a eye roll contrasting the other members of the Robinsons. John and Maureen had gone into a hour long ride called 'The Love Tunnel' going slow and steady underneath the rows of green, orange, and yellow.

"Where did you get living horses?" Don asked.

"That's plastic horses," When Don looked back at the horses, they were made of plastic and seemed to be quite still to his eyes. "Is there something the matter, Major?" Smith stopped the man in his tracks in concern with one hand on his shoulder. "Something you haven't talked about?"

"That horse was shaking its head," Don said. "That's a alien horse," the riders disembarked the ride as Judy and Smith wore equal signs of genuine concern. "A shapeshifting horse. Something isn't right here!"

"What isn't right is how round up you are," Judy said. "All those shifts staring at the sand have gotten to you."

"A little," Don admitted. "But seeing something move when it shouldn't move does get under my skin."

"Don, there is nothing wrong with this plastic horse," Penny said, tipping forward a large yet quite small horse forward with her fingers.

Smith watched the man's eyes focus on the hooves then stare on and he looked on toward where the man's eyes were fixated. Don's eyes were fixated on the brown horse with a white star on its forehead with spikes on its ankle braces. If the major had seen the movement then it would mean the same movement he had seen for the last two weeks were not his imagination either. Much as he liked to agree with the major just bringing up the matter to the customers attention would cause chaos.

"I saw that hoof move!" Don said. "Something is wrong with it."

"Hasn't been moving in the last few seconds," Judy said. "Did you drink some water before we left?"

"Yes," Don said. "I did."

"No heart beat," Will chimed. "Doctor Smith, is this a new kind of electronic?"

"It's as tall as a real horse," Smith leaned halfway against the horse. "designed to look like a horse, painted to be like the horse. It's better than a electronic. Isn't that fun? Seeing something that you would see on Earth being here looking quite alive? That movement must be trick of your overactive imagination."

"It is supposed to be fun," Don shot the doctor a glare. "But toy horses don't move their legs the way this one does." Don pointed down toward the hooves. "Animated horse rides are far more dangerous than non-animated horse rides."

Smith rolled his eyes with a scoff.

"They were covered in dirt when I came across them," Smith leaned off the horse then leaped on to the black and green one alongside him. "They were the most difficult to clean and tedious." he rubbed along the orange saddle with care. "Very uninspiring."

"I remember the last time that I went to a carnival on Earth," Penny said. "It feels so long ago."

"So Smith," Don said. "What else did you clean up?"

"I did most of the painting and repair of the rides," Smith said. Smith held up a finger during a long big yawn. "The only ride left is the magnotron and it needs a new coat of paint. Badly. I completely neglected it. Never the matter, I will finish it tonight."

"Why don't we help you with that?" Penny asked.

"Can we, please?" Will asked.

"Children, the least I want is for you to lose a few more of your precious brain cells helping me," Smith said.

"We will be perfectly protected with the right gear," Will said.

"If your parents agree to it," Smith said. Glee filled the eyes of the Robinson children. "There is a more entertaining and attention seeking ride on the other end of the carnival that you will enjoy . ."

"What is that?" Don asked.

"The fun house," Smith grinned in mirth.

Penny lifted herself on to the top of the horse then grasped onto the reins as the men were leaning against two horses from across the other.

"It's more of a spiraling space mansion than anything. . ." Smith grasped on the handle of the horse. "And the longest of all to paint."

"And Vikari went with you," Don said. "Didn't she?"

"She provided me with some company." Smith admitted.

Don watched in horror as the horse's ear swept back. He rubbed his eyes. It returned to the way it had been before.

"Is she suspicious in any way?" Don asked.

Smith frowned as he leaned off the horse.

"A respectable but highly eccentric alien woman," Smith said. "She is a little evil."

"A little?" Don asked. "There is no such thing as little evil. You used to be a little evil and look how you turned out."

"Very good points," Smith said. "But that was in the mirror universe. The prime universe is," he scanned his fingernails. "Innocent, optimistic, and brighter with no chances of dark endings."

"Ohhhh boy," Don said. "You have to hear this story!"

"What story?" Smith asked.

"You put on a crown, got chosen as a sacrificial king, got cloned, then the other you was taken," Don said. "the good version, but they didn't eat him, we can assume, because he is useful."

"That is not dark," Smith said, dismissively.

"Damn," Don said.

"What is dark is everyone being cheerful except someone is suffering and someone in their place doing something while they are helpless," Smith said. "Heartbreaking for them."

"Right. . . Oh!" Don realized. "The older you was held captive for a entire day and we believed his clone was him."

"I am wrong. That story is dark," Smith corrected himself then continued. "but not evil enough to outwit me." Smith released a laid back, at ease, and unique delighted smile. "Do have some fun with your girlfriend, Major." Smith waved back at the major. "Doctor's orders."

The ride started with colorful and unique music playing from around the group as Don got off the edge and joined Judy's side. They wandered off from the group as Smith leaned forward on the horse enjoying the ride. Don and Judy went over to a station that had blue cotton candy being made.

The couple got themselves a scoop at once and started to eat them strolling down the long arm of the carnival side by side heading toward a section of it that had animals being showed off with animal food being handed out to the customers. Don didn't like the bad feeling that was coming from the place. Not often did he get bad feelings off of carnivals. In fact, it was incredibly rare to feel danger off it. The last one had none of that aura.

////////////////////////////////////////////////////////

"Is this the fun house?" Penny asked.

"Looks really colorful," Will said.

"It is," Smith said. "Like what I have done with the place?"

"No," Don said. "The fanciest place I have seen in my life."

"So elaborate and colorful," Penny said. "I like the flamingos."

"Is it me or is the fun house decorated in pearls?" Judy asked.

"Real jewels," Smith said. "Gems."

"Really pretty," Penny noted.

"And breath taking," Judy added.

"How much convincing did that take?" Don asked.

"Some just to get Vikari's permission to install some appealing and entertaining pieces not just the new aesthetics to keep it up to amusement," Smith said. "For being a rich entertainment manager, she is poor in knowledge."

"Are there rides that don't fly in the air?" Judy asked.

"Various kinds of bumper cars, bicycles, and racing cars," Smith said. "All of which took most of my time."

"Bumper cars!" Don and Will exclaimed. "Where?"

"Over there," Smith lifted up a long scaley yet thin finger. "On the other side of the block."

"Don, you and Will go," Judy said. "Penny and I will go into the fun house."

"Have you gone into the fun house, Doctor Smith?" Will asked.

"It's dark in there last I checked," Smith said. "Too ominous for me. Already prepared to frighten a passer by. Vikari's hired hands performed the actual dusting. I just did the painting, my dear."

"Now, we have to go in!" Judy took Smith by the hand and powered walked toward the entrance of the building and Penny high tailed after the duo.

Robot, Will, and Don traveled from the fun house as the trio went inside the fun house. Judy noticed that Smith wasn't pulling much of a resistance nor that he was heavy at all to tug. The door closed behind the trio then several spot lights came on ahead of them as a step was taken forward. Smith went into the dark then his tall and slim figure vanished in the dark replaced by the cloaked figure.

The young women laughed as they strolled by the magic mirrors that made their bodies and height look a assortment of what they were not. Smith stood in front of a tall mirror that revealed his completed mutation grinning back at him quite cruelly lacking the cloak beneath dark. The cruel drool dripping down between each row of teeth. The face was taunting him. The mere image that the Professor had described one night to his wife, when he thought that Smith and everyone had gone to bed, was disturbing.

"Two decades of agony taught me the error of my ways. But you, your crude ambition fills me with seIf-loathing. You see, I have looked within me . . . and what I see is you!" Spider dropped him down a shoot crashed to the ground. Clear as day, as if he were still there, in the abandoned area, Smith heard his voice as he began to lose consciousness. "I never liked me anyway."

His eyes narrowed at the mocking face.

"I have always liked myself." Smith whispered to himself.

Two decades of agony, that he hadn't had, as if his transformation to his new model was being speed up. Or that time was going on by faster than he was aware of. It had to be a exaggeration. It was a exaggeration far as he was concerned and a lie. The pain had warped his mind lacking a reason to stay true to himself. His fingers uncurled from a fist revealing how uniquely they had mutated lacking a certain human quality to them now sharper, curved, thinner.

Smith swung his hand at the magic mirror shattering it to pieces with his fist sending cracks all over only revealing what he looked as of the moment becoming surrounded in pieces of glass and pieces that fell down his cloak even the hood over his face hiding the monster that was being born beneath it. Machines swam around him taking in the pieces of glass and the magic mirror dissipated into the black.

He turned in the direction of the women. The young women were heading toward the section of the fun house that consisted of mirrors reflecting back at each other with giggles. Their pure innocent laughter summoned a small weathered smile from Smith.

He had it all, Smith thought, and lost it all. It occurred to Smith that his counterpart deserved the most to be here with beautiful and stunning people that loved him dearly. A counterpart who could blend in to the color scheme of this optimistic environment.

"Doctor Smith!" Judy called. "Have some fun!"

"The magic mirrors have nothing on this!" Penny agreed.

Smith slid out of the puddle of light summoning up the illusion that took over his figure walking toward the mirror maze. He stepped into the sea of mirrors watching the women wave their arms forward feeling their way on between a smile and a grin. In unison, the women's reflections turned toward him and waved at him. He walked forward then hit his forehead against the glass. He staggered back rubbing his forehead then turned at the sound of Penny's laughter.

They were hunched over hooing and hawing. Smith scoffed then walked on and hit the glass wall again much to their pleasure. Smith got up to his feet then turned in the opposite direction then took another step forward with his eyes squeezed shut. His hands landed on the cool, hard, smooth surface belonging to the mirror. His long claws made a unusual tapping sound against the wall.

Smith opened one eye then gazed around observing the mirrors that reflected his illusion. That of a humanoid alien. A more pleasant sight than what he had mutated overnight. He stepped forward with his arms reached out. The floor paneling beneath him glowed gray that stopped its glow when his boots were off it. Something odd was going on, Smith felt, it wasn't evil. It was the kind that misdirected at their own bemusement. Malevolent not cruel.

He proceeded to bump into the glass windows and find his way taking his time with each twist and turn. He spotted other carnival goers from the distance, their discerning voices reassuring Smith that he wasn't alone, that he wasn't quite lost in his mind from the agony. Not quite yet.

/////////////////////////////////////////////////////////////////

It was late at night when Will, Penny, and Robot arrived to the planet bound ship that Smith called home. Will got up to the steps then knocked on the metal door. He stepped down and folded his arms leaning against the wall of the ship waiting for the man to come out. Penny walked in circles. Will looked back and forth from the distance to the door then went up the stairs and knocked even louder. Still, no reply came from inside the ship.

"I wonder what kind of pill Doctor Smith took," Penny said.

"Vikari must have given a sleeping pill," Will said.

"She did not give him any medication to help him sleep, Will, Penny," Robot said.

"Then why isn't he answering?" Will asked.

"I do not detect Doctor Smith's brain waves in there nor a expired lifeform," Robot said. "He is not there."

"Not there?" Penny repeated. "If he is not there. . ."

"He could be waiting for us at the magnotron," Will said.

"That is very likely," Robot noted.

The group walked off from the ship heading in the direction of the carnival under the cover of the nightly noises and the starlight. Their flashlights were off to conserve what little solar energy that had been gathered the follow hours prior. The path to the carnival was easy enough to follow with Robot in the lead.

They arrived through the gate way to the carnival. Not a sound could be heard through the carnival only the wind blowing several alien newspapers down the path. They wandered around the arms of the carnival searching for the doctor with their flashlights turned on. The group returned to the gate of the carnival. Will had a bad feeling sitting in his gut glancing from side to side.

"He is not here," Will said.

"Will, let's go home," Penny said. "We can search further in the morning."

"No," Will said. "You said the last place that you saw him was the fun house."

"Yes," Penny said.

"This means, one, he has purposely hidden himself because he is mutating even further into his it, or two, he is being held captive by the fun house," Will speculated.

"Why would a fun house want to do with him?" Penny asked. "A fun house is supposed to be positive."

"All I do know is that he has to be still there," Will said. "You can wait outside if you like."

"Once was enough," Penny said.

"I will stay outside with you, Penny," Robot said.

"I would love that," Penny said.

The trio arrived to the fun house then Will walked in to the fun house.

"Doctor Smith?" Will called. "Doctor Smith! I know you're in here!" He stepped into the maze of mirrors. "Doctor Smith, this isn't funny."

Will saw his many reflections staring back at him, confused, searchingly.

"Searching in a abandoned building late at night does little good for a young gentlemen. Go home, William."

Will jumped at the sound of the familiar older voice whirring toward the source of the voice. His mind crossed through the memories of the fatal event. His voice was so clear. So present. So there that the facts he was aware of had to be false. It couldn't be real. Yet, it was real. Real to his ears and distinctive voice that sounded purely lacking any form of a accent.

He felt a pair of eyes staring him down. He whirred toward the direction that the glare was coming from only himself. He shook his head feeling the weight of tiresome blanket. He leaned against the glass wall for a moment then got off. He saw a short black figure almost a phantom moving among the windows with replicas.

"Doctor Smith!" Will shouted. "Come back!"

Will ran in the direction of the phantom taking twist and turns until he ran out of the entrance of the fun house coming to a halt from between Robot and Penny.

"Will, what is it?" Penny put her hands on his shoulders steadying him. "Did you find him? What did you find?"

"I thought I saw him," Will said. "I thought I did. . ." He shook his head straightening up to his feet. "I thought I did."

Robot faced toward the fun house, silently, detecting a strong lifeforce emitting with rage that startled his sensors.

"This is not a fun house," Robot said, finally.

"What is it, Robot?" Penny asked.

"A very angry house," Robot said. "I am very certain the house is in the process of cooling down."

"Once it is cooled down," Will said. "He could pop up in the morning."

"I wonder what he did to infuriate the fun house. . ." Penny said.

"Nothing good," Will said. "Let's go back to the Jupiter 2 and get some shut eye."

///////////////////////////////////

Smith finally walked into the tilted room. He stopped in his tracks staring at the contents of the tilt room. A weak grin replaced his curious expression admiring the aesthetic of the place with the colorful chairs, tables, stone sculptures, and unique plant life. The plant looked so strange yet so Earth-like in its regard.

It was a upside down room with all the chairs on the cieling and the light fixtures on the floor. Smith walked in then sat down on to the floor growing relieved. He tilted his head back, a sharp pain outshining his back pain briefly erupted in the back of his neck, against the wall. He rubbed the back of his neck looking up mapping the room.

Abruptly, the room twirled sideways and Smith landed on the couch. He flipped over then brought himself up looking both ways quite alarmed. He started to run toward the door but began to slow down, his legs feeling heavy, seating down into a cold metal chair. The chair felt so comfortable and kind to his back lacking a center frame to be pressed against. He lowered his head with a sigh of relief and content.

His eyes closed with a tired yawn. His mind was submerged in the cool and welcoming dark that was comforting to be in. Noises, colors, strange figures, familiar faces, appeared in his dream. The butchered characterization of the Robinsons appeared, in a gun battle, shooting at pink skinned beings with furry antennas and shoulder pads coated in fur and lined in gold. Yet, the major survived fleeing into the Jupiter 2 firing at the last of enemies. Oddly, Robot wasn't there. The more advanced version of him was in where to be found in front of the flattened egg shaped version of the Jupiter 2 and the ship flew off.

There were outside noises disturbing his sleep drawing him out of the dream. When his eyes opened once more, Penny and Will were in front of him appearing to be concerned. Including Robot set behind them. He leaned forward, his head hanging low, his eyes drooping yet he could still feel that his illusion was still up and going. It had been up during his short little nap. His shoulders blades loosened losing all the knots that collapsed into a flattened sea of pained changing skin.

"Are you okay, Doctor Smith?" Will asked.

Smith leaned forward bringing himself up to his feet summoning the strength to appear strong and able between them. Robot helped him steady to his feet with a red claw outstretched that the doctor had taken.

"In good spirits," Smith said. "Thank you, dear friend."

"You are not well," Robot said.

"I am fine as rain," Smith said. "Your sensors are fooling you."

"You don't sound well," Robot noted earning one of Smith's loud baas that brought smiles and reassurances to the children.

"Penny?" Smith looked from child to teenager. "Will?" his eyebrows furrowed. "What is the matter?"

"You have been in that maze since yesterday," Penny said.

"All day?" Smith repeated, perplexed.

"All day," Will said.

"Children, I don't particularly like being gaslighted," Smith said. "I have been in here for a hour."

"We are not 'gaslighting' you, Doctor Smith," Penny said. "It is the truth."

"Vikari claimed not to have seen you since yesterday," Will added. "So we decided to go in here since this was where you were last seen."

"That chair could be the culprit," Penny said. "If you have been asleep this entire time."

"A far relaxing chair. . ." Smith agreed.

"My sensors indicate that this is not a chair," Robot said.

Smith turned toward the chair looking down upon it fondly then, just a moment, a flicker of puzzling recognition flickered in his mind.

"What is it?" Will asked.

"It is a new type of chair my sensors are unfamiliar to," Robot said.

Smith recognized the long scars in the arm rest with widened eyes.

"Highly advanced kind of chair?" Penny asked.

They were old specific scars that dug deep into the metal of the chair peeling them away. It was the worst nightmare that he had.

"It is," Robot said. "And relatively new. . . I can detect a salt attracting component."

Worse than the dream that had been had.

"Salt?" Will repeated. "Do spiders have salt?"

"Affirmative," Robot clacked his claws together and handed the goblet to Smith. "Drink."

"Was it sucking it out of him?" Penny asked.

"No," Robot replied. "My advanced sensors are struggling as they are to make out the very small and tiny components."

The nightmare etched in his mind, that he could practically retrace with his finger tips just as he were doing right now. The nightmare felt real, Judy and Don being overwhelmed by the same aliens, a monster rampaging in the halls that had a faint red light echoing on and off over his figure, smoke drifting in the way, as small transparent spiders tip tapped along the floor, Will laying against the floor hurt, the major even as well, the Robinsons firing at the small critters launching their way, and feelings of helplessness.

That was the worst part of the nightmare. Being unable to intervene in what could be stopped when it pertained to the Robinsons. A certain fate awaited them when it came to the space spiders. The thought of laying the eggs intentionally horrified him. The scars were long and thin into the chair. It was the same chair with all thirty-eight scratches that varied in depth. Smith was silent as he stared at the arm rest of the chair with skin that had paled putting the empty cup on to the table.

"Look like you have seen a ghost!" Will said.

"In a way I have," Smith said. "I don't like this place anymore. It is giving me the willies. Penny, lead the way."

"We have to go this way," Penny walked on ahead.

"How do you feel, Will?" Smith asked. "I haven't asked you how it feels lately."

"It's just a bad spell that will go away," Will said.

"A bad spell goes away when you act against it," Smith said. "Inaction keeps the bad spell going."

"It's nasty," Will said. "I really don't like it. I keep feeling guilt when I did nothing wrong."

Smith looked down upon the pre-teen quite confused.

"Your conscience happens to say otherwise," Smith said. "Do you wish to talk about it?"

"No," Will said, softly. "I am not ready to talk about that."

"I see," Smith said. "Should you decide to talk about his death . . ." Smith carefully laid a hand on Will's shoulder. Will felt long fingers trailing down his shoulder grasping on to the rounded corner so he looked toward the doctor. "I am always here."

"Mom and Dad enjoyed the love tunnel," Will said. "Mom really liked the cupid and liked the touches on Cupid. Told me it was the most angelic painting of a toddler that she had seen. Dad kept talking about how the arrows looked real."

Smith's shoulders shook as he laughed taking his hand off the pre-teen's shoulder.

"They were real, my dear boy!" Smith said. "I fetched them on a stealer's bargain."

"How much?" Will asked.

"I might have sold my soul," Smith said, tapping his fingers looking off in the corridor.

"Doctor Smith!" Will said. "You really shouldn't have done that."

"Kidding, I sold a gold crown," he pointed into his mouth. "Worth the trade since the tooth has regrown on its own."

They entered a room and light vanished, escaping, with a shriek from Penny.

"Danger, Will Robinson! Danger!" Robot announced. "There are weak floors! Be careful! Very careful!"

"Ninny, be quiet," Smith hissed. "And remain still. Smith to Vikari, Smith to Vikari, Smith to Vikari, answer me!"

"Very weak floors!" Robot warned.

"Yes?" Vikari's voice came over. "This is Vikari."

"Turn on your floorboarding stabilizers," Smith said. "Please."

"Floorboarding stabilizers?" Vikari said. "What are those?"

"Tell me you have a few!" Smith demanded.

"I don't know what you are talking about," Vikari said.

"Penny, Will, cover your ears," Smith said, coolly.

"Their audios have covered," Robot intoned.

"Smith out," Smith closed his eyes with a sigh then shook his head. "We're fucked."

Suddenly, the ground cracked then weakened beneath his feet and cracked even louder. Robot outreached his arms catching Will and flew in the opposite direction from them over Smith's long yelp that echoed among Penny's terrified shriek down toward the abyss.

"Robot, help them!" Will shouted. "Robot! Robot! Roooobooot!"

Smith's eyes flew toward the source of Penny's shrieks further into the dark then swung his cloak off into the dark.

"Penelope!"

Penny was reaching into to thin air, her legs kicking, grabbing out for something to halt her fall.

"Doctor Smith!"

It was instinctual, reaching out, grabbing on to a string from below, swinging the first thread out then cut it off with his fingers. He swung forward, spinning the second web out further and further until it grasped on to her ankle stopping Penny in the fall.

He looked down hearing several splashes belonging to wooden planks. He looked on figuring his plan out in order to not be seen. Smith was blind in the dark unable to see what was ahead of him or around him. He heard whatever was keeping him balanced beginning to give with the silk hanging on as he started to rise up and down.

He cut off the string hanging below then set up his disguise. He yanked Penny forward slowly over the sounds of her whimpers. However far he had fallen, and however deep this insane fun house had been constructed over, would be enough for the professor to reach in and rescue at least one of them before the piece of wood or pipe keeping them mere feet from the water.

"Penny, can you see a floor above me?" Smith asked.

"I see three floors," Penny said.

"Good, good, good . . ." Smith nodded then paused for a moment thinking it over. "Penny, I will meet up with you. Outside the fun house." Penny looked up toward the doctor quite confused. "I promise."

"Doctor Smith?" Penny asked. "What are you going to do?"

"Giving the hero business a swing," the wooden floorboard had a noticeable creak.

Smith closed his eyes then began to swing the thread that held Penny back and forth until he garnered a fast enough (and acceptable) rhythm then swung her out behind him. He heard a loud thud and a roll then the sound of a loud crack that echoed throughout the space. Penny came toward the edge of the floor watching him fall. She covered her mouth, helplessly, watching his arms moving, his legs curling up, in grabbing at something set below him.

Smith immediately moved creating a cocoon with speed curling up into a cannonball spinning in a circle. The ball crashed on to the water with a bounce absorbing most of the shock. Penny watched the white cocoon vanish before her eyes going in the opposite direction with two arms paddling forward on both sides. The ground began to wiggle beneath her feet prepared to give out. She fled down the room with a terrified shriek that became distant to Smith's ears.

Penny made it out of the fun house without any more difficulty fleeing into the arms of her mother, the first one out of the building, terrified on the verge of tears. From within the fun house, Will was running through on the shaking ground beginning to give way beneath his boots following the path that lead him into the building while covering his head as a form of protection.

Robot scanned through the dark flying in the mid-air and flew on toward the bobbing flotation device that was upside down. The building trembled loudly then Robot flew back up flying in the direction that Penny had gone. His sensors detected Smith was up ahead of him. The fact went unnoticed in what was going to be a pleasing report for the Robinsons.

Smith's hands were balanced on the water as did his knees, oddly enough, laid on his cloak. The spider hybrid was obviously more adapt to living on the surface of water where it lived and thrived. He kept his head raised up as the current carried him on down the underground tunnel. He heard the sound of a waterfall standing out loudly ahead of him. If there were a waterfall waiting for him then he had to change his course immediately.

Smith began to paddle away from the source of the sound as he set up the illusion changing the cloak to a large intact piece of wood. Smith was floating on lies fleeing from the rush of water. His paddling came to a standstill once meeting the hard ground then grabbed on to the cloak yanking it on to the ground with him.

Quite blind in the dark, no thanks to his hybrid half that had just kicked in for his sight in the dark. Smith lowered the illusions then put on the cloak and raised his illusion back up. He wandered aimlessly in the dark feeling rocks wandering further. He heard the fun house give out behind him crashing into the water from behind with a heave and light poured into the large behemoth.

"Doctor Smith, are you okay down there?" Maureen's voice echoed.

His disguise returned in full swing.

"Fine, madame!" Smith weakly waved back. "A little wet is all."

"Do you need a warm blanket?" Judy's voice echoed down the chamber.

"Not at all!" Smith replied.

"We'll get a ladder!" Don's voice echoed.

"No need," Smith said. "I will find my way out of this maze as well!"

Smith turned away then walked on into the dark vanishing from the Robinsons line of sight.