The Turtles and Usagi continue their journey to Kintaro's destination, but their path now takes them through a forest haunted by Yokai.
- All Just a Dream: Leo being witness to Jei killing his brothers and then defeating and killing him turns out to be a nightmare sent to Leo by Jei.
- Battle in the Rain: Much like Usagi the previous episode, Leo's dream of fighting Jei takes place in the rain after his brothers are killed.
- Big Damn Hero: The Yokai save the group from the spider's web.
- Big "NO!": Leo during the nightmare.
- Dumbass Has a Point: Arguing over going off a cliff, Leo and Usagi are content to go their separate ways. It's Mikey who points out that the Turtles need to get to the temple as much as Usagi and Kintaro do.
- Genius Bonus: The Yokai shown as well as their behaviours, abilities and where they live are completely accurate. So is the design of the Kunai the Tanuki have and how it was historically used.
- I Heard That: Don and Raph muse that Kintaro wouldn't be half bad if he wasn't so obnoxious and entitled. Kintaro, of course, is sitting right behind them and complains that he heard that.
- Manly Tears: Leo weeping over his brothers when he thinks Jei killed them.
- Parental Bonus: Perhaps unintentional, but still: Turtles vs. a giant spider.
- Overlapping with Casting Gag, when Raphael gets webbed up, someone shouts "Déja vu!"*
- Shout-Out: When Usagi offers a carrot to the Tanuki, Raphael says, "What's Up, Doc?"
- Spot the Imposter: Subverted. During a chase, the group notices there are suddenly two Raphaels. Usagi hits one of them—causing him to revert to a Yokai form and run off. However, Usagi hits the other one, too—revealing this Raph was also a Yokai.
- That Was Not a Dream: Jei plaguing Leo during a nightmare. When Leo wakes up, Donnie says the same thing happened to the rest of them.
- Tsuchigumo and Jorogumo: One of the youkai the Turtles and Usagi encounter is a jorogumo that takes the form of Akemi.
- What Happened to the Mouse?: After falling out of the tree, the horses everybody was riding on have mysteriously disappeared.
- What the Hell, Hero?: Leo is pissed about how Usagi led them all off a cliff at the end of the last episode.
- Wounded Gazelle Gambit: Leo attempts to comfort a crying woman—only to find out the hard way that she's a Giant Spider. A jorougumo to be precise.
