Sam must stop Max, the son of evil wizard Malvel, from using the stolen Golden Gauntlet to force the good beasts Ferno and Epos to fight each other to the death.

Tanner, his companions, and the Beasts continue their quest to retrieve the pieces of the Mask of Death, but Lord Derthsin's evil armies swarm over the land and his control over the people of Avantia continues to grow, until it seems that only the Beastsand their riders stand in his way.

In the caves of Avantia lurks Arachnid the Spider King. Massive and terrifying, Arachnid preys on the local townspeople and guards a piece of the magical golden armor. Can Tom defeat the Beast and save the kingdom from destruction?