BIONICLE 3: Web of Shadows

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"But Makuta had not left the sleeping Matoran unprotected. Their resting place was guarded by a ruthless king, a horde of poisoners and a malevolent queen. And now the noble Toa must face a web of shadows..."
Turaga Vakama

Web of Shadows
B3-WoS Cover Art.png
Director David Molina
Terry Shakespeare
Producer Morten Melbye Andersen
Writer Henry Gilroy
Brett Matthews
Bob Thompson
Starring Christopher Gaze
Trevor Devall
Paul Dobson
Distributor Miramax Films
Buena Vista Home Entertainment
Release Date 11 October 2005
Runtime 76 Minutes
IMDb page

Web of Shadows is the third BIONICLE movie and the final BIONICLE film animated by Miramax Home Entertainment. The movie focuses on the the Toa Metru's return to Metru Nui to rescue the imprisoned Matoran and their capture by the invading Visorak and subsequent mutation into Toa Hordika.

Plot Summary

The film opens with Roodaka carving a sliver out of Makuta's Toa Seal prison with a fingertip. The narrator, Turaga Vakama, then explains the events of the previous movie, BIONICLE 2: Legends of Metru Nui, before explaining that the Toa Metru are returning to find the trapped Matoran, and hinting at what awaits them.

The Toa Metru's vessel is caught in a storm out on the Silver Sea while en route to Metru Nui, and sinks beneath the surface after being struck by a large wave. A short while later, Nokama, Matau, Onewa, Whenua, and Nuju, dazed but unharmed, gather on the beach where the majority of the wreckage has been swept. They then argue who is to blame for the crash, but are interrupted by the appearance of Vakama, who urges the group on towards the Coliseum.

As the Toa make their way down the ruined streets towards the Coliseum, they are interrupted by a stampede of Rahi. Whenua realizes that the city's archives were breached by the large earthquake that had struck during their departure from Metru Nui. The Toa notice that the city's buildings are now covered in odd, giant webs; Whenua speculates that the webbing is the work of Visorak—a horde of vicious, spider-like Rahi. Vakama insists that no mere Rahi will be able to stop the Toa from rescuing the Matoran, but has barely reminded the other Toa of their victory over Makuta when he is suddenly struck down by a flying disk, which paralyzes him. Soon the other Toa are also hit by the disks, and land in a pile, unable to move. Visorak Keelerak then emerge from the shadows to capture the helpless Toa.

The Toa Metru in cocoons hanging from Visorak webbing

In Turaga Dume's tower atop the Coliseum, Sidorak, the Visorak swarms' leader, debriefs a Visorak scout who reveals that the Toa Metru have returned to Metru Nui, and are already in captivity. Sidorak deduces that the Toa have returned for the Matoran, and walks out onto the terrace, where he can see the Toa bound in Visorak cocoons. Sidorak prepares to give the order to sever the threads holding up the Toa, so they will drop to their doom; but Sidorak's viceroy Roodaka appears, and convinces Sidorak to dispose of the Toa in a more "legendary" fashion. Sidorak agrees, and promises to bring Roodaka the bodies of the Toa once they are dead.

Below, the Toa argue over why they were captured. Vakama apologizes for his arrogance, but explains that it's impossible for him to just change, when the Hordika Venom suddenly takes effect. Suddenly his hand transforms into a Blazer Claw, which breaks out of the webbing and half-burns Onewa's cocoon. Soon the rest of the Toa begin the transformation from Toa Metru into Toa Hordika. As they transform, they break their cocoons and plunge down into the clouds below. Nokama hangs on to a strand of web above her, and Vakama is caught by a web wrapped around his foot. He takes the chance to apologize to Nokama, before the web breaks and he falls down after his friends. A moment later Nokama's grip slips, and she falls as well.

As the Toa plummet, they are unaware of six points of light that appear in the distance. They grow larger until they slam into the Toa, cutting off their fall. Vakama examines himself as strange beings carry him and the other Toa to safety. When the being carrying him does not answer his inquiries, Vakama demands answers, calling himself a Toa. The being laughs, saying Vakama is not exactly a Toa anymore.

Back in the Coliseum, Roodaka inserts the fragment of Protodermis from the Toa Seal into her armor, covering her heartstone.

Roodaka carves a sliver out of the Toa Seal.

Down on the streets of Metru Nui, Matau awakens near a Protodermis fountain, and is horrified by his own reflection. The other Toa approach him, but he does not recognize them at first. Once he does an argument soon breaks out between Vakama and Matau over who is to blame for the team's mutation. They are interrupted by Norik, who alights atop a nearby statue and informs them that if they wish to reverse the transformation, they must listen to him. Meanwhile, in the Coliseum, Roodaka speaks to Makuta, as though he can hear her through his prison, but she is interrupted by a Keelerak, which informs her that the Rahaga have prevented the Toa from dying.

Later that night, Norik introduces himself and the rest of the Rahaga—Gaaki, Bomonga, Kualus, Pouks, and Iruini—and explains the legend of Keetongu. This leads to much derision from Iruini, and Norik reveals that there are those who do not believe Keetongu exists. Nokama has faith in the Rahaga, but the rest of the group seem divided on what action they should take. Eventually Vakama speaks up, saying simply that they came to Metru Nui to rescue the Matoran, not search for some mythical Rahi. Norik blows out the flame on Vakama's Blazer Caw, inquiring as to how he intends to free the Matoran in his new form; Vakama, frustrated and angered, stalks off into the night.

As Vakama moves on all fours through the ruins, he is attacked by a Muaka, and his Rhotuka launcher automatically powers up, scaring off the Rahi. Norik approaches and warns Vakama about the dangerous power of the Rhotuka before wryly commenting that in some ways, the Toa and the Muaka are now very much alike. Norik reminds him of the Three Virtues, emphasizing Unity, but Vakama retorts that he does not need the others to complete his mission before running off. Norik returns to the other Toa, and tells them that Vakama needs some time alone, and that they ought to begin the search for Keetongu.

Visorak ambush Vakama, now alone again, as he moves through the city-turned-wilderness. He tries to fend them off, only be driven to the edge of a crevasse, and have his Rhotuka launcher disabled by a lucky shot. He is captured by the Visorak and brought to the Coliseum.

Captured, Vakama speaks to Roodaka.

In Roodaka's chamber atop the Coliseum, Vakama is shocked at the fact that he involuntarily howls like a captive animal. He asks aloud what has happened to him, and is surprised to hear Roodaka answer. She breaks his bonds before revealing that she has an offer to make him.

Norik leads the five Toa Hordika to the Great Temple, telling them that information on Keetongu may well be located inside.

Meanwhile, Vakama and Roodaka converse on a terrace high up the Coliseum, and Roodaka reveals that Sidorak is unaware of Vakama's captivity. Vakama criticizes Sidorak's leadership, and Roodaka tells the Toa Hordika of Fire that her Boggarak entourage respect her leadership out of fear of her power - as she believes any leader should be feared and respected, even that of a Toa team.

Back at the Great Temple, they decide that their current forms would desecrate the sanctity of the legendary structure, and, after brief complaints from Matau head off to defend the different gates to the bridge to the island temple instead whilst the Rahaga fly towards the temple itself.

Atop the Coliseum, Roodaka demonstrates her leadership by ordering her Visorak bodyguards to throw themselves over the edge, something they do willingly. Vakama's last surprise is the view from the end of the terrace - Ta Metru in ruins, overflowed by molten Protodermis. Roodaka tells him that if he joined her, and led the Visorak through fear as a leader ought to, he could restore it to its former glory and rule over it. Vakama tells the Viceroy that he's interested in her deal, and his pupils disappear as his eyes turn sickly green.

Within the Great Temple, night has fallen, and Gaaki is translating a stone tablet. She is startled by Norik's entrance, and tells him she thinks she heard someone else enter the Temple as well. Norik sends Gaaki upstairs before revealing to Vakama, who is hiding in the shadows, that he is aware of his presence. The two speak briefly and Norik realizes Vakama has been speaking with someone who has corrupted his thoughts. Norik tries to convince Vakama to rejoin the other Toa, but Vakama claims he is stronger alone, demonstrating this by projecting a strong flame unaided from his Blazer Claw before leaping out behind Norik and attacking him.

The next morning, with the Rahaga still not returned, Nokama, Matau, Onewa, Whenua and Nuju begin to make their way to the Great Temple only to find it in flames. Making their way inside, Nuju uses the lens on his mask to locate Norik, who Whenua frees from under a pile of rubble. With Norik wounded and the other Rahaga missing, Nokama wishes sadly that Vakama was here to lead them, and Norik reveals that the Toa of Fire was the one responsible for the damage.

Outside the Coliseum, Vakama speaks with Sidorak over the intercom. Sidorak initially rejects the Toa, stating that his kind are enemies of the Visorak, but Vakama reveals that he is a Toa Hordika, and that he has captured the Rahaga. Intrigued, Sidorak opens the gate and invites Vakama in.

Keetongu awakes.

Outside the Great Temple, Norik tells the Toa Hordika that Vakama has been changed by the Hordika Venom, before revealing the clue to finding Keetongu - to follow "the falling tears until they reach the sky". He indicates a river flowing from the top of the Great temple, revealing he believes it to be "the tears", and the group begin to follow its course.

Inside the Coliseum, Vakama stands in the arena box above where the Rahaga are held. Bomonga calls him by his full title, and Vakama tells him the title of Toa is meaningless to him now. Bomonga says that it could hold meaning once again. The Toa follow the trail of falling tears across the island of Metru Nui, constantly being imperiled by the Visorak horde. They come to Ko-Metru and the end of the stream. Sitting before them is a spiral pillar of frozen Protodermis. The Toa enter and come to a chamber with a pool of liquid Protodermis in the center. Matau says Keetongu is not there, but Norik calls him inside. Norik calls out in the chamber to Keetongu, stating the Toa required his help. Just as Matau is about to leave, the chamber begins to shake as the pool rolls and heaves. From the pool erupt great blocks of frozen Protodermis, perched upon which is the legendary Keetongu.

Vakama moves up the stone dais bearing the great throne. Roodaka urges him on, telling him to touch it. Sidorak enters, flanked by two Oohnorak and a Keelerak. He thanks Vakama for capturing the Rahaga, but Roodaka says that is only just the beginning. She presents Vakama to Sidorak to take away the day-to-day duties of commanding the Horde. Seeing Sidorak is hesitant, she also offers to have the rest of the Toa captured and trained like Vakama. After Roodaka offers all of the Toa as an engagement gift, Sidorak heartily agrees and gives command of the Horde to Vakama, with Sidorak maintaining absolute authority. Sidorak marches Vakama out to the arena box and shows Vakama the spectacle. Thousands of Visorak cover the floor. Eyes wide at the sheer mass of followers, Vakama issues a long howl, which the Visorak return. As the Visorak march through the gateways at the sides of the arenas, Roodaka tells Vakama to be ready, for many changes would soon come through the night.

At Keetongu's lair, the Toa have been relaying their story to Keetongu. Keetongu declines their plea to get Vakama back and return them to their normal forms, as they had to fight the scourge of the Visorak as they were and he could not start a battle on their behalf but he could aid them. However, he sees their quest as noble and offers them his help. The Toa issue a cry of Unity and Matau offers the Rahi to join in, which Keetongu accepts.

Sidorak, Roodaka, and Vakama are patiently awaiting the arrival of the Toa. From the near-silence, the Coliseum begins to issue a reverberating bell-like tone. The noise is soon joined by a deep rumbling coming from one of the gateways adorning the arena wall. The gateway explodes, sending Visorak and stone flying. The Toa march through, brandishing their weapons. They stop in the middle of the arena, and Nokama calls out to Vakama. Roodaka looks at Vakama and remind him that he no longer needed the other Toa. Emboldened, he leaps to the tips of the ornamental spears and demands that the Toa pledge their allegiance to him. When they refuse, he rips one of the spears off of the box and throws it at the Toa. He then triggers the rest of the gateways, releasing the Visorak horde into the arena. The Toa wait in the middle of the arena and charge their Rhotuka. When the Visorak stop and begin to charge theirs, the Toa release and latch onto the Rhotuka with their tools and fly away to a statue on one end of the arena, with the exception of Matau, who flies out of the arena altogether.

The Visorak fighting the Toa Hordika

Sidorak is still perplexed by the thumping sound penetrating the building. Roodaka looks over to see a yellow Rahi climbing up the wall towards them. Vakama tells them it is Keetongu and offers to dispatch the Rahi, but Roodaka says no, Sidorak should. They march out of the box, but Roodaka tells Vakama to remain and wait. When they leave, Matau swings by on a piece of webbing, grab Vakama, and then drops with Vakama to a set of webs on the side of the Coliseum. After a brief argument, Vakama blasts Matau off of the side of the building with a shot from his Rhotuka launcher. Matau grabs a piece of webbing and climbs up after the Toa of Fire, who disappears over the ledge of a balcony.

From a loading dock, Roodaka and Sidorak engage Keetongu. Sidorak fires multiple blasts from his herding blade, but the climbing Rahi manages to dodge every one. Fed up, Roodaka fires a Shadow blast from her catcher claws. The blast strikes the Rahi, sending him plummeting from the building to the arena far below. Upon impact, the arena floor swells and surges, wiping out several Visorak. Sidorak proclaims the end of Keetongu, but Roodaka manipulates him into going to the arena to be sure. When they arrive at the crater, Keetongu awakens, and Roodaka abandons Sidorak. Sidorak pleads for his life before the angered Rahi, who just slams his powerful fists down upon Sidorak, crushing him. Roodaka only pauses to clutch the shard in her armor.

At the box, the Rahaga are struggling to get free of the bonds holding them to the spears. Suddenly, Norik appears, and uses his staff to fire energy blasts strong enough to free the Rahaga. They engage their flight packs and join the battle just in time to save Nokama from a Vohtarak by dropping a Roporak on top of it.

Matau warily walks across the balcony, until Vakama strikes from the shadows. Matau dodges. Soon a short battle erupts, ending with Vakama throwing Matau off the balcony. Before the Toa of fire can leave, though, the Toa of Air's hand appears on the ledge. Vakama steps on it and calls Matau weak. Matau takes the opportunity to apologize as Vakama is about to deliver the final blow. Sanity returns to Vakama when Matau mentions they had a Duty to perform. Vakama steps back, but Matau can no longer keep his grip, and falls towards the arena. Vakama wastes no time as he grabs a strand of webbing and dives off after him. He catches Matau in midair and they continue to ride the vine. Their faces come within centimeters of the arena floor as the web becomes taut and pulls them out of harm's way.

The Toa Hordika fire their spinners at Roodaka.

The Toa have fought valiantly against the Visorak, but the odds are against them as they are pinned down in the center of the arena. The Visorak close in, but then stop at the sound of a loud roar and back away. One of the gateways glows green, and then a large Rhotuka comes flying at them. It strike between all four Toa and their Rahaga allies, knocking them to the ground. From the gateway, Roodaka rides into the arena atop a large, golden-shelled Visorak. She steps off and notices one of the Toa is missing. At that moment, Vakama arrives and pushes Matau to ground in front of the other Toa. Roodaka thanks him, but before she can go about extracting their Elemental Powers, the five captured Toa strike at her with elementally charged Rhotuka. Roodaka laughs at the futility of the strike, and exclaims their attacks were useless as long as the Toa were not united, and since Vakama stood beside her, they could not win. Vakama then states he wanted to talk to her about that and engages his Rhotuka launcher, though he does not charge it. Roodaka then claims that if Vakama killed her, the Visorak would kill him and his friends. Vakama reminds her that Sidorak put him in charge of the Visorak, and he orders them to disperse. Vakama then states he will only lead those that choose to follow, and strikes her with an elementally charged spinner. As it approaches, the shard in her armor begins to absorb the energy coursing over her form. When Vakama's spinner strikes, Roodaka falls to the ground, and the shard in her armor releases the energy. From the shard a Shadow hand emerges and engulfs Roodaka, leaving only the shard from her armor. Norik realizes that shard was from the Makuta's prison, and since the shard was destroyed, so was his prison. Vakama replies it did not matter, because he was no longer afraid of Makuta.

Keetongu weakly comes up. Vakama helps him to his feet and tells him the Rahi owed the Toa nothing. However, Vakama asks the Rahi if he would change the Toa back. Keetongu asks why, and Vakama says it was their Destiny to be Toa and keep their promise to the Matoran. Keetongu consents and releases mass amounts of energy to cleanse the Toa.

The Toa begin loading Matoran Spheres into airships with the aid of Keetongu and the Rahaga. Once done, Vakama briefly converses with Norik. He thanks him for his help. Norik tells Vakama because of him, Norik got to see a legend come true, and they now knew the Matoran were in very capable hands. Vakama smiles and boards the airship. Matau steps up to the controls, undocks from the Coliseum, and directs his and five other airships via umbilical tethers away, pausing long enough to give a final farewell to Norik and Keetongu. As the Toa approach the Great Barrier, Onewa spots what remains of Makuta's prison. Vakama states he will soon reveal himself to menace the Matoran once again. Nokama asks him what they will do when he does. Vakama replies they would find a way to defeat him. Matau directs the airships to a hole in the Barrier, piloting them to the light and island beyond the cliffs.

The film closes in Mangaia, where Vakama, now a Turaga, has completed telling the stories of his past. He and his allies from the first film leave Mangaia and return to Metru Nui for the first time in 1,001 years.


Dialogue was recorded at Kozmic Sound in Vancouver, Canada.

Actor Role(s)
Alessandro Juliani Vakama
Christopher Gaze Turaga Vakama (Narrator)
Kathleen Barr Roodaka/Gaaki
Tabitha St. Germain Nokama
Paul Dobson Whenua/Sidorak
Brian Drummond Onewa/Matau
Trevor Devall Nuju/Iruini
French Tickner Norik
Scott McNeil Bomonga/Keetongu


Bionicle 3: Web of Shadows Original Score Soundtrack

The soundtrack of the film was released December 22, 2017, twelve years after the movie was released on DVD.

No. Title Length
1. "Web of Shadows" 2:14
2. "Shipwrecked and Stunned" 3:17
3. "Sidorak and Roodaka" 3:56
4. "Flying Escape" 3:40
5. "Can't Be Ugly" 0:44
6. "Roodaka's Evil Plan" 2:13
7. "The Rahaga" 2:06
8. "Vakama Captured" 5:02
9. "Roodaka Seduces Vakama" 2:47
10. "I Doubt You'd Recognize Me" 1:55
11. "The Great Temple" 2:54
12. "Vakama Has Changed" 2:22
13. "The Falling Tears" 2:48
14. "The Visorak Hoard" 0:47
15. "Keetongu Found" 4:18
16. "Bow Down to Vakama and Sidorak" 7:02
17. "What Happened to You" 1:08
18. "Strenght Comes from Unity" 8:51
19. "Makuta Set Free" 3:14
20. "Off to Mata Nui" 3:18
21. "Roodaka (Unused Theme)" 1:07


  • The musical score for this movie was composed by Nathan Furst.
  • Like the previous films, the movie's DVD includes several bonus features:
    • The disk features an island explorer, narrated by Whenua. He tells the viewer information about Teridax, Sidorak, Roodaka, Visorak Keelerak, and the six Rahaga.
    • An animated version of Comic 24 is also included. Most notably, it features a voice for Kualus which is unused in the film.
    • The first two episodes of The Search for the Mask of Light are also viewable as one movie.
  • Takanuva, Jaller, and Hahli, characters from the first film, make cameos in the epilogue.
  • After the Toa are captured, Sidorak refers to a Keelerak as "Kollorak." This was long regarded as a mispronunciation by the fan community until Greg Farshtey clarified that Kollorak was that specific Keelerak's personal name.
  • Onewa's joke about mishearing Keetongu's name and saying "The Key to Nongu?" is different in non-English versions of the film:
    • Spanish: "¿Qué tengo?" ("What do I have?" or "What is wrong with me?")
    • Italian: "Chi è Tongu?" ("Who is Tongu?", followed by an additional "E lo chiedi a me?" which means "And you're asking me?")
    • Hungarian: "Hova? Ki a Nongu?" ("Where? Who's the Nongu?")
    • German: "Wie? Wer spielt Bongo?" ("What? Who plays the bongo?")
    • French: "Qu'on quitte Ongu?" ("That we leave Ongu?")
    • Polish: "Jaki King Kongu?" ("What King Kongu?", alluding to a classic Monster Movie creature, King Kong.)
  • The German version of the film was heavily censored to remove violent or frightening scenes, as well as parts of the dialogue. 55 separate cuts were made, totaling 9 minutes and 2 seconds. Notable omissions include shots of Visorak screeching, Roodaka asking for the Toa's bodies, the Toa mutating into their Hordika forms, Vakama attacking Norik, much of the climactic fight scene, as well as Makuta awakening and his shadow hand grabbing Roodaka's body.

See also

External links