Season 2, Episode 13
Air date 1994
Written by Mark Edens
Richard Mueller
Animation by AKOM
Episode guide
The Greatest Fear
Behind the Shield

"Flesh Crawls" is the 13th episode of the second season of Exosquad.


Alec DeLeon and Weston are to take the captured Neo mega, Lysander, and a mutating agent back to their on Chaos for examination. However, what they believe to be Lysander is actually a melding of the Neo mega with a Neo sapien receiving experimental treatment for Automutation Syndrome. So during the flight back Lysander escapes and wreaks havoc on the Scavenger, killing various pirates, Captain Ryack included. The survivors abandon ship, leaving behind a overloading fusion pack to destroy the ship with the now mutated Neo aboard to be killed.


Click HERE of a detailed synopsis of "Flesh Crawls"



  • While discussing the possiblity of Hallas being treated for Dark Matter Syndrome:
Hallas: "I don't want to settle down, I like being a Pirate. And I've never taken an insult from any man."
Weston: "Neither have I, but I don't go around bragging about it."
Hallas: "If I was an ordinary man like DeLeon here, you wouldn't find me nearly as interesting."
Weston: "Ugh, I couldn't possibly find you less interesting than I do right now."
Hallas: "I said no man could insult me! You're lucky you're a woman."
Weston: "Hm, that's what I've always said."

Significant events, revelations, and other notesEdit

  • Distrust between Exofleet and the Pirates stills exists. However, unlike in "Inner Dark", this distrust is based more on individual personalities than factional distrust. In addition, the accusations of a disloyal pirate are valid considering the events in "Expendable" and "Inner Dark".
  • Thrax has been demoted by Draconis for his decision to not kill Takagi at Mercury. ("The First Step"), (The First Step)
  • We learn that Hallas is still a Pirate officer, despite his attempt to assassinate Simbacca. ("Inner Dark"), (Inner Dark)
  • The ExoFleet no longer has the Neo Mega Lysander, and the mutating agent has also been lost. Given that Torres succeeded in her mission to capture a Neo Mega (Sulla) ("The Dogs of War") (The Dogs of War), this loss is not too damaging.
Season 1
Fall of the Human Empire
"Pirate Scourge" • "Seeds of Deception" • "Hidden Terrors" • "Blitzkrieg" • "Resist!"

Veil of Doom
"Target: Earth" • "A Traitor Among Us" • "Scorched Venus" • "Sabotage"

Into The Heart of Darkness
"Abandoned" • "The Brood" • "Betrayal" • "Defying Olympus"

Season 2
"The Gathering" • "The Embassy" • "Pirate's Ransom" • "Ultimate Weapon" • "Expendable" • "Mindset" • "The Last Man" • "Dragon's Rock" • "Inner Dark" • "The Dogs of War" • "The First Step" • "The Greatest Fear" • "Flesh Crawls" • "Behind the Shield" • "Venus Rising" • "Miracle" • "Under the Skin" • "Ultimatum" • "Warrior Brood" • "The Dream War" • "No Surrender" • "Fire Ship" • "Martian Luck" • "The Lost Patrol" • "Call of the Unknown" • "Heart of Mars" • "Winged Fury" • "Night of the Traitor" • "Trial by Combat" • "The Perfect Warrior" • "The Price of Courage" • "Dark River" • "The Art of War"

The Fall of the Neosapien Empire
"One Small Step" • "Fifth Column" • "The Last Jump" • "The Night Before Doomsday" • "Abandon Hope"

"Beyond Chaos"