Hercules, Jason, Lilith, and Iolaus take a break at Kora's inn after jogging through a cave filled with spiders. Lilith is afraid of spiders, just as fire makes Jason fearful. Iolaus fears water because he can't swim. Hercules claims to be afraid of Cheiron's workouts. The guys and their female friend head back to their bunks at the academy. Hercules sleeps awfully as he has a nightmare in which his friends have been taken from him and Cheiron is trapped underneath a pile of rubble.
Meanwhile, Ares has made a deal with Morpheus, the god of dreams. Morpheus gives Ares a tarot card to play against Hercules. It will bring Hercules a lot of misery. Ares is able to trap Iolaus, the cadets, Lilith, and Jason inside a dreamscape passage. Cheiron agrees to help Hercules rescue his friends. Hercules has to enter his own mind to save those he loves. Hercules confronts Lilith first. She fears him because spiders are crawling across his hands. He then sees Iolaus drowning in a sewer, followed by Jason throwing fire and morphing into a demonic version of himself. It appears their worst fears are causing them to suffer. Hercules then hears his mother screaming. He follows her scream into a place that turns out to be the training room at Cheiron's academy. Hercules is now forced to battle his fear, which takes the form of his darker side.
Since Cheiron told Hercules to embrace and accept his darkside -- or else be destroyed along with it -- the demigod embraces it to end the nightmare. His friends and him are finally free from the dreamscape passage.
Starring: Ryan Gosling (Hercules), Dean O'Gorman (Iolaus), Chris Conrad (Jason)
Guest Starring: Kevin Smith (Ares), Nathaniel Lees (Cheiron), Jodie Rimmer (Lilith), Stephen Lovatt (Morpheus)
Written by David Molitor and Eric Lewald
Directed by Charlie Haskell