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"The Mask" is the twenty-seven episode of Mysticons, and the seventh episode of the second season aired on Nicktoons at 8:00 A.M..



The Mysticons and Proxima go on an undersea quest to destroy the fragment of Queen Necrafa's mysterious and evil-powered mask by tossing it into the fiery core of the Rift of Ruin.

On the surface, Malvaron attempts to capture his older sister Tazma, with help from Doug and Choko.







Mystical Objects

Mystical Weaponry


In the Episode

  • Proxima is revealed to be allergic to Minotaur cheese as it causes rashes to break out on her cheeks.
  • It is revealed that Necrafa's mask fragment has indeed fed on Proxima's intense bitter feelings of loneliness and rage towards all those who deceived and doubted her, and will enact her revenge as the new leader of the Spectral Hand.
  • Emerald utilizes her mystical Silver Trident for the first time, since she had received it in Episode 15. As such the mystical Knight Sword does not appear
  • This is the second appearance of Kelpie and Queen Truefin in the series.
  • The Mysticons' bottom attire become scaleless fish tails via the mystical Silver Trident, which enables them to freely breathe water without the need of potions.
  • The theme song has changed to show the broken half of Queen Necrafa's mask.
  • Malvaron is revealed to be left-handed. He has also looked up to Tazma all his life, being his elder sister.
  • The castle of the Spectral Hand is destroyed via a meteor shower; the now-powerless Dragon Disk is finally recovered, presumably by Malvaron.
  • The sworn adversaries of the legendary Mer-Knights of the Silver are revealed: the Jellyfey.
  • Tazma is shrunk down and imprisoned for her petty ambitions and crimes against the realm of Gemina, in a snow-globe.

Outside the Episode

  • This considered the be the Season 3 premiere, as a brand-new evil arises after Queen Necrafa, the main antagonist, was destroyed.
  • Another place in the sea is discovered, in addition to Coral Keep: The Rift of Ruin.
  • After this episode, the show went on a two-month hiatus, with the next episode airing on the twenty-first of April.
  • This marks the emergence of a new, far more dangerous evil: Proxima herself, who desires vengeance on Princess Arkayna for deserting and betraying her so easily, and on everybody else who ever underestimated, took advantage and deceived her.
  • This marks the second appearances of Princess Kelpie Truefin and her mother, Queen Truefin in the show; first in the second season.
  • This is the second time the Mysticons venture under the ocean, the first was in Episode 15.
  • This episode is a clear reference of the two-part Season 2 finale of the French animated show of LoliRock ("Crowning Glory, Part 2"), in which Praxina- thoroughly enraged and saddened at the demise of her twin brother Mephisto- dons the fragment of Lord Gramorr's mask and becomes fully corrupted by its dark power. With it, she fully intended to make the three LoliRock princesses pay dearly by attacking their human friends and loved ones on Earth.


  • Princess Arkayna: "To the end of Necrafa."
  • Mysticons: "To the end of Necrafa!!"
  • Emerald: "Wow. I can't believe it's over."
  • Zarya: "Ding done and all that jazz. Now let's celebrate."
  • Princess Arkayna: "It's pepperoni, and extra Minotaur cheese."
  • Minotaur: "Vegan is an option."
  • Zarya: "Delish. Not hungry, Proxima?'
  • Proxima: "Sorry. I'm minator intolerant."
  • Minotaur: "Unbelievable."
  • Piper: "Yay, more for me."
  • Emerald: "Pass me the ogre spice. Oh my goblin, I am sorry."
  • Proxima: "I should get back to the academy."
  • Zarya: "Come on. Don't be such a party pooper."
  • Princess Arkayna: "Yeah. You're part of the sisterhood now."
  • Proxima: "I'm not your sister, remember?"
  • Princess Arkayna: "Honorary sister. And tonight we dance because Drake City is-"
  • Mysticons: "Evil free!! Oh yeah!"
  • Malvaron: "Actually not completely. Mama Calamari, they'll take the pies to go. Nova's got one last quest for you."


  • Piper: This thing gives me the willies."
  • Zarya: "It gives me the urge to blast it to smithereens!"
  • Nova Terron: "A good urge, Mysticon Ranger."
  • Zarya: "Hey!!"
  • Nova Terron: "But nothing can destroy save the Rift of Ruin."
  • Princess Arkayna: "The Rift of Ruin?"
  • Emerald: "A volcanic trench located in the deepest reaches of the ocean."
  • Nova Terron: "You will travel there with one of my Astromancers, and toss the Mask into its fiery core."
  • Malvaron: "Can't wait. Ready for one last quest, Mysticons?"
  • Nova Terron: "Actually, I need you to deal with your sister. She has locked herself in Necrafa's lair and is resisting."
  • Zarya: "Proxima could do it. She's like a sister to us."
  • Nova Terron: "Very well, Guard this with your life."
  • Proxima: "I will, Star Master."


  • Piper: "Yay! We're here."
  • Proxima: "Wait, we're where? And how are to complete this quest without water-breathing potions?"
  • Zarya: "Relax, Mage Girl."
  • Emerald: "We have friends in low places."
  • Princess Arkayna: "Come on, Girls. It's mermaid hour."


  • Princess Kelpie: "I'm so happy to see you!"
  • Queen Truefin: "Greetings, Mysticons.Oh, yes, of course."
  • Piper: "Ooh. My tail is squishy."
  • Princess Arkayna: "Greetings, Queen Truefin."
  • Zarya: "Thanks for the fins, Your Highness."
  • Proxima: "Yes. Thank you."
  • Queen Truefin (in surprise): "My magic has never done that before."
  • Proxima: "Ugh! Oh my. Uh, nothing to see here."
  • Princess Kelpie: "I missed you, Mysticon Knight."
  • Emerald: "I missed you, too, Kelpie."
  • Zarya: "Hey! Come here, ya little fish stick."
  • Queen Truefin: "The Rift is this way. Shake a tail."
  • Princess Arkayna: "You coming, Proxima?"
  • Proxima: "Yes. Right behind you."


  • Gandobi: "Tazma, the war against Necrafa is over!! Please come out peacefully!"
  • Tazma: "Never!!"
  • Malvaron: "Yeah. My sister doesn't do peacefully."
  • Gandobi: "She booby-trapped the entire lair, and she ruined my designer robe."
  • Malvaron: "Yup. She used to booby-trap my crib when I was a baby, even rigged my soother to explode in my face once."
  • Doug: "What? Why would she wanna blow up these big, squishy cheeks?"
  • Malvaron: "Okay, first: Don't ever do that again. Second: I'm going in."
  • Doug: "Not without us you're not."
  • Nova Terron: "May the star of Gygax guide you on your quest. And in two hours, we destroy the lair with meteors."
  • Doug and Malvaron: "Say what!!?"
  • Nova Terron: "The evil within must be annihilated while the proper stars are in alignment. Good luck!"


  • Princess Arkayna: "Hey, I know this whole sister thing is really confusing right now, but-"
  • Proxima: "Actually, it's quite clear- I'm not part of the sisterhood."
  • Princess Arkayna: "Just because we're not family, doesn't mean we can't-
  • Proxima: "Please. You're just making it worse, okay!?"


  • Princess Arkayna: "Stop her!!"
  • Emerald: "Kelpie, come back!!"
  • Princess Kelpie (distorted voice): "Get away from my mask!! Long live the Spectral Hand!!"
  • Zarya: "We'll take her down, Undercity style."
  • Piper: "Sorry about this. Pixie Blast!!"
  • Princess Kelpie: "Oooh!!"
  • Zarya: "Hey! Take it easy!!"
  • Proxima: "I was merely trying to stop her!"
  • Queen Truefin: "Kelpie, are you OK?"
  • Princess Kelpie: "I'm sorry, Mommy. The Mask whispered to me, made me take it."
  • Queen Truefin: "Don't worry. You're safe now."
  • Zarya: "I wouldn't be so sure about that."
  • Princess Kelpie: "Jellyfey!!"
  • Princess Arkayna: "Everyone, hide!"


  • Princess Arkayna: "Shake a tail, Girls. The sooner we destroy this thing, the better."
  • Zarya: "Especially considering the way its making some of us act. Did you see how she took down Kelpie?"
  • Princess Arkayna: "She's just trying to the right thing."
  • Zarya: "I hope your right, Sis."


  • Zarya: "Uh, this doesn't seem like the right way."
  • Queen Truefin: "Yes. Something has affected my compass."
  • Proxima: "Let's just go through already. We're wasting valuable time."
  • Princess Arkayna: "Weird. Definitely some kind of magical interference."
  • Queen Truefin: "It must be the Star Mage."
  • Princess Arkayna: "You think the Mask got to her?"
  • Queen Truefin: "I think she led us here so the Jellyfey could pick our bones clean, while she escaped with the Mask."
  • Zarya: "Come on. Let's keep an eye on her."


  • Zarya: "Uh, where's Proxima?"
  • Piper: "I don't know. She was just here."
  • Princess Arkayna: "We need to find her."
  • Princess Arkayna: "Em!!? Ugh! This forest is killing our reception."
  • Zarya: "There she is!!"
  • Princess Arkayna: "Proxima, stop!! Proxima!!"
  • Emerald: "For the glory of the Silver Trident!!"
  • Piper (firmly): "Where's the Mask, Proxima!!?"
  • Proxima: "I was heading for the Rift, but your mother ambushed me!!"
  • Princess Kelpie: "My mother?"
  • Proxima: "Yes! I was trying to stop her!"
  • Queen Truefin (deep, distorted voice): "Long live the Spectral Hand!!"


  • Zarya (doubtful): "So the Queen lured us here?"
  • Proxima (coldly): "You thought the Mask corrupted me, but it actually corrupted her mind."
  • Princess Arkayna: "I'm sorry, Proxima. For everything."
  • Proxima: "All that matters is we retrieve the Mask."


  • Princess Arkayna: "She's too fast."
  • Zarya: "For us maybe, but not for this- Time to Howl!!"
  • Princess Kelpie: "Mom!!"
  • Zarya: "Kelpie, wait!!"
  • Queen Truefin (deep, distorted voice): "The Mask is mine!!"
  • Princess Arkayna: "Proxima, destroy the Mask!!"
  • Queen Truefin (possessed): "No, you fool!! Give me the Mask, Girl!!"
  • Princess Arkayna (worried): "Proxima!!"
  • Emerald: "We held them off as long as we could."


  • Queen Truefin (possessed): "You're mine, Mage!!"
  • Proxima: "Whoa!"
  • Princess Arkayna: "You can do it, Sis!!"
  • Proxima: "I will destroy this evil once and for all!!"
  • Queen Truefin (possessed): "NOOO!!"


  • Emerald: "By the Hammer of Harmon. We did it."
  • Piper: "So long, evil mask-y"
  • Zarya: "Look, I'm sorry for doubting ya."
  • Princess Arkayna: "Me too. Can you forgive us?"
  • Proxima: "Apology accepted...Sis."
  • Emerald: "To the sisterhood!!"
  • Mysticons: "To the sisterhood!!"
  • Queen Truefin: "I'm sorry, Kelpie. The Mask possessed my mind."
  • Princess Kelpie: "I know, Mommy. I'm just glad your safe now."
  • Emerald: "Tag, you're it!!"
  • Princess Arkayna (playfully): "Hey!!"
  • Piper (playfully): "Come and get me!"
  • Princess Arkayna: "Oh yeah? Right at ya!"
  • Princess Arkayna: 'Tag, you're it!!"
  • Proxima: "I'm coming for you!! (Chuckles evilly) I'm coming for you all."