Spooktacular! Pop-Up Playset (also known as Pop-Up Spooky Playset) is a set. It features a large spooky Thomas which can open up to a spooky forest. The engine can be placed at the top of the set and move down the I-beam pass the spinning bat, through the spider web tunnel and come out down the ramp. Engines can also be hung from the tree. It includes a spooky version of Spencer.
- The prototype Spencer features transparent, green wheels whereas the final version has regular, lime colored wheels.