Dr. Spectro creates three giant ghoulish ghosts to do his bidding and help him take over Penciltrainia. He has them steal items and this catches the attention of Buzz and Dr. Conroy. Buzz activates Frankenstein Jr. and they head for Penciltrainia. Dr. Spectro sends his ghouls to eliminate Buzz and Frankie. The first one is dispatched after a short battle and then the next is sent to oblivion a short time later. Dr. Spectro tries to escape and tells his last ghoul to finish Frankie and Buzz off. The ghoul takes a tower off of the castle and throws it at Frankie, but Frankie dodges it and it falls on Dr. Spectro. Frankie pounds it into the ground so Dr. Spectro can't escape. Then he deals with the last ghoul and seals it away. The day is saved once again by a boy and his robot.