At a market, Pigsy and Tang were looking for ingredients until they meet a woman, who Pigsy quickly falls in love with. However, when the woman convinces Pigsy to go inside her store, she sent him and Tang down a hole.
At the Sea-Crate HQ, Mei and Sandy were inside discussing if they even need a headquarters, as they haven't been inside the Sea-Crate HQ for weeks. Suddenly, MK comes in to tell Mei and Sandy that Pigsy is missing, as his noodle shop is closed. When Mei checks the camera she installed in Tang, MK realises that Tang is also missing and the others then notice that Pigsy and Tang are actually kidnapped by the Spider Queen. Frightened, MK mentions his arachnophobia until Sandy says it's up to them to save Pigsy and Tang from the Spider Queen.
At the Silken Web Cave, Tang blames Pigsy for their capture until the Spider Queen arrives, who explains her plans to take back her empire while planning to eat Pigsy and Tang. When Tang mentions that MK will come for them, the Spider Queen decided to wait for MK's arrival.
Meanwhile, MK, Mei, Sandy, and Mo ventured across the Silken Web Cave by using Sandy's Speedboat, but only for them to get ambushed by the Spider Queen. However, when Mei dropped the Dragon Blade when she was caught, Pigsy and Tang were able to use the blade to free themselves and the others to rescue MK, who was being chased by the Spider Queen.
After MK's Team confronted the Spider Queen, they attempt to rescue MK but only for the Spider Queen to attack MK again, but only for her to cause a giant hole, causing MK's Team and the Spider Queen to fall down. While the Spider Queen was able to save herself, Sandy was able to rescue the others by using his Speedboat and escaping from the Silken Web Cave.
Unknownist to MK's Team, the Spider Queen got what she wanted, a pluck of MK's hair.
Korean: Gugsuga animyeon jug-eum-eul (국수가 아니면 죽음을 “Noodles or Death”)
Japanese: Dinā ni shinaide! Supaidākuīn tōjō (ディナーにしないで！スパイダークイーン登場 “Don't Have Dinner! Spider Queen Debuts”)
There is no main protagonist in this episode but instead focuses on the mission to rescue Pigsy and Tang from the Spider Queen.
While at Megapolis' market, Pigsy and Tang were looking for ingredients until they met the Spider Queen, who Pigsy briefly felled in love with. After their capture, the Spider Queen intended to eat them.
After Tang and Pigsy were kidnapped, Tang blamed Pigsy for the situation until the latter apologized, claiming that they needed to work together to save MK.
After discovering that Pigsy and Tang were kidnapped by the Spider Queen, MK, Mei, Sandy, and Mo go on a mission to rescue them. However, due to his arachnophobia, MK was briefly captured by the Spider Queen until the others came to rescue him.
The Spider Queen serves as the main antagonist of this episode. After kidnapping Pigsy and Tang, the Spider Queen revealed to them that she planned to take over Megapolis after her downfall and decided to eat them during the process, but was stopped when the others came to rescue them. However, after running into MK, she took a piece of his hair for her next plan.