We are shown at the beginning of this episode, a weird creature landing from the sky to near the Venture compound. This alien gets out of his ship and starts scouting the Venture compound area, and we see through its eyes Dr. Venture sitting in a toilet seat. Meanwhile, at the same time, Brock is doing some spring cleaning and vacuuming around the house. During cleaning, Brock spots an old box full of Dr Jonas Ventures Sr.’s old stuff, and so he peaks in and gets the impression that the contents of the box are important somehow. Brock decides to call Dr. Venture, whom still is in the bathroom, to come over stating that he might find the box and its contents interesting.
After the opening credits, Dr. Venture comes out of the bathroom and asks Brock what he wanted. To Dr. Venture’s surprise, Brock was using an over tight kids t-shirt that use to belong to Dr. Venture when he was a kid. Brock tells Dr. Venture that he found in the box along with other items, a camera and TV set. That was sitting in the box for about 20 years. Hank and Dean go through the box and Dean asks if he can have a sweater vest he found in it.
Brock tells Dr. Venture that the reason he called him was that he found an old video recording device that has an interesting video recorded in it. Hank and Dean were discussing that Hank doesn’t even likes to use his neckerchief during when Dr. Venture complained about his father’s comment on that how Rusty always wanted to record videos. At the same time, we see Dr. Jonas Venture Sr. in the video explaining to Rusty that the reason he recorded this was to warn him of the impending dangers that were to come in the future. Dr. Jonas Venture Sr. stated that after receiving strange deep space radio signals from an advanced alien race warning him that his latest and greatest invention was too powerful for his era, the aliens told Dr. Jonas Venture Sr. to dismantle the machine. And so he did. Dr. Jonas Venture Sr. hid four parts of the machine on several different locations. It’s up to team Venture to retrieve these parts and assemble it before it’s too late. Dr. Venture’s late father says that Dr. Venture must reassemble them at May 24th, in New York, in “44 of your years” (assuming its Dr. Venture’s age). Brock tells Dr. Venture that that date is tomorrow, and must get to work as quickly as possible.
Right after Dr. Jonas Venture Sr. video ends, Hank and Dean tell their father that they see a big man outside, to everyone’s amazement it’s an alien that is screaming for no good reason. This alien says he came all the way from a distant star to observe how humans act. Dr. Venture un-amused by this alien, ask to Brock if he could do something about it because that alien is pointing a red beam at his face and screaming at everyone. The alien responds to Dr. Venture’s statement and so the alien states the he can see all hear all. Dr. Venture angrily tells the alien that they don’t have time for the alien shenanigans, again the alien interrupts Dr. Venture and tells everyone that he is their just observe human behavior and tells everyone to go about their regular ways and finally ignore him.
In the X-1, on their way to Spider Skull Island were Dr. Venture’s brother, Dr. Jonas Venture Jr., lives. The boys go through Dr. Jonas Venture Sr.’s box again; they find an old letter Dr. Venture wrote to “The Herculoids”, which Dr. Venture called them hippies for not going to the Vietnam War. But the “Loud Alien”, who decided to go along with the Venture Family and Brock, snatches it away off Hank’s hands. The alien again demands to be ignored.
Arriving at Spider Skull Island, Dr. Venture asks Brock to take the X-1 to a corner; he goes on to say that he’ll only take a moment. Dr. Venture, inside a building on the island, snoops around in the dark to see if he could find the peace of the machine he’s looking for, but a half nude Hispanic origin girl sees him and gets surprised.
Meanwhile, Brock and the boys get out of the X-1 to see if they can help, they find a guy with a flashlight in the dark who asked who was walking around in the dark. Brock attacks the guy without question and someone turns on the light. Dean and Hank recognizes the man and states that it is the “Ghost Pirate” from another adventure they’ve been on. The “Ghost Pirate” tells them that he’s been living in the X-2 for sometime know, since the Venture family never uses it as much; until one day Dr. Jonas Venture Jr. came about and found out he was living their. Dr. Jonas Venture Jr. gave him a job as the captain to the X-2.
Back at the Dr. Jonas Venture Jr. building/house in the island, Dr. Jonas Venture Jr. shows Rusty where Dr. Jonas Venture Sr. put the peace of the machine. Dr. Jonas Venture Jr. talks to his brother about who that half naked lady is and were he met, he states that he met her at a party, to which Dr. Venture says that his invitation must have been lost in the mail. Dr. Jonas Venture Jr. takes the peace of the machine out of the vault were it was kept for a long time and gives it to Rusty. Dr. Jonas Venture Jr. asks if he could see the videotape of Dr. Jonas Venture Sr. and so he does. After the video is shown to Dr. Jonas Venture Jr.; Dr. Jonas Venture Jr. devices a plan to divide Team Venture into 3 teams comprising of Brock and Dr. Venture to take the X-1, Dr. Jonas Venture Jr. and “Captain Ghost Pirate” to take the X-2, and Dean and Hank to take the XX-1. Everyone gets to their designated places and goes off to search for the remaining peaces.
We are shown that Hank and Dean are inside the cockpit of the XX-1. Dean is amazed by the luxuries on this new jet that he decides to take advantage of the situation.
Meanwhile the Captain and Dr. Jonas Venture Jr. are underwater in their scuba gear looking for an old submersible lookout station, were it is believed that none other “Johnny Quest” is living. They arrive to their destination and Johnny lets them in, but to everyone’s surprise Johnny’s appearance is more shocking then welcoming.
Dr. Venture, when he was asleep dreaming, is floating around naked attached to an umbilical cord connected to Dr. Jonas Venture Sr.; Dr. Jonas Venture Sr. tells Rusty to keep it up, but Dr. Jonas Venture Jr. comes up from next to him and says that he can help. Dr. Jonas Venture Jr. starts to toss off Dr. Jonas Venture Sr./Dr. Rusty Venture’s cord around…. Brock wakes up Dr. Venture; and Dr. Venture starts to ramble about that he thought he was done with those types of dreams. The “Loud Alien”, who still is in the back seat of the X-1, confirms that he can read minds too.
The Boys arrive at Colonel Gentleman’s home somewhere in the Middle East. While looking around, Hank and Dean find Colonel Gentleman dead in his bed.
Back in the underwater observation station, Dr. Jonas Venture Jr. and the Ghost Pirate Captain are being held at gunpoint by an unstable “Johnny Quest”. Johnny is not wearing any pants and seems to be having drug problems. Johnny asks them if they are cops, to which Dr. Jonas Venture Jr. replies by a friendly laugh, but Johnny shoots at his feet and repeats if they are cops or not. The Ghost Pirate Captain answer to Johnny by stating that they are not cops and that they are only looking for a part of the machine Dr. Jonas Venture Sr. left to Johnny’s father a long time ago. Johnny replies sadden and angrily to the mention of his father.
Dean and Hank, back at Colonel Gentlemen’s house, poke the dead body of Colonel Gentlemen to confirm that if he is indeed is dead. Dean tells Hank not to touch him, but Dean replies that you can’t get cuties by touching a dead man. Hank replies to Dean and states that it’s not about cuties, but about clues. Dean suggests that they need to preserve the dead body to find out who murdered him. Dean tells Hank that they don’t have to look for clues about his death and tells Hank that they need to look for the part of the machine they are originally looking for before it’s to late.
Meanwhile, back in the underwater observation station, Johnny Quest is screaming and madly threatening to shoot the Ghost Pirate Captain and Dr. Jonas Venture Jr.; The Ghost Pirate Captain steps on some old prescription pills bottles and gets an idea. He tells Johnny to calm down and insist that he doesn’t want the “Doctor” to get upset. Johnny gets exited that Dr. Jonas Venture Jr. is a doctor. So the Ghost Pirate Captain insists that Dr. Jonas Venture Jr. can prescribe any drug Johnny wants. But Dr. Jonas Venture Jr. is less then pleased about the Captain’s plans to give Johnny prescriptions to medicines and drugs Johnny doesn’t need.
Back at Colonel Gentlemen’s house, Dean and Hank search through Colonel Gentlemen’s stuff, Dean finds a note inside a book that Colonel Gentlemen wrote, Dean believes it to be a clue. And starts to read the Colonel’s note about “Toys Colonel Gentlemen wishes he had when he was a lad, but they weren’t invented yet”. After Dean reads the note, Hank unscrews the top of the Colonel’s cane and finds the next peace of the machine in it.
Later, Dean and Hank inside the XX-1 arrive at the X-2 and lands on top of it. They rendezvous on the X-2 and set course to New York. Inside the X-2, the Ghost Pirate Captain tells Dr. Jonas Venture Jr. to settle down from whatever they did or give to Johnny in exchange for the peace of the machine.
Now in New York, Dr. Venture and Hank are standing next to the Impossible headquarter building. Dr. Venture relates that it is the most sophisticated and world renowned building in the world. It was once owned by Dr. Jonas Venture Sr. 20 years ago used as Venture Industries world headquarters. Dr. Venture also says that inside this building lays the final peace of the machine there looking for. Brock brings up the uncertainty that Professor Impossible will be willing to give it to them or not. But Dr. Venture tells Brock that he has a plan. Dr. Venture tells him that he has someone in the inside helping him get the peace.
Inside the Impossible’s building, we see Sally Impossible packing her stuff inside her room. Professor Impossible literally peaks his head in the room and asks her if she’s going somewhere. Sally answers him by saying she’s going to the store. The professor insists an employee should go out buy the groceries for her. Sally tells the professor she wants to go. The professor allows her to go and asks if she’ll be taking their son along. Sally tells him that she left their son with Ned. The Professor disapproves Ned taking care of the baby and insists their robot take care of him. Sally gets upset at the professor for calling the baby “the child”, and angrily insists him calling him by his name, “Rocket”. The Professor is surprised by seeing Sally get upset and tries to convince her that the robot is a better choice for handling the baby over Sally’s mentally challenged brother. Sally calms down and asks politely to the professor to let her go. The Professor, trying to come up for an excuse, agrees that some fresh air will calm her down. Sally leaves and the Professor tries to come up with something else to calm her.
We see Sally with two body guards next to her on the subway waiting for a train to arrive. Brock arrives from behind and takes care of the body guards as Sally enters the train, while Dr. Venture is on the train waiting for her. Dr. Venture salutes her and she gets surprised to see him on the train, so Sally gives Dr. Venture an unexpected hug. Dr. Venture, not too thrilled with her having a big affection toward him, also pats her on the back. Sally starts to ramble about herself not believing that she’s really their, and that she always knew Dr. Venture would one day come and take her, Ned and her new son, Rocket, away from her current life with Professor Impossible. Dr. Venture asks were her son is at the moment, she answers that he’s with his Uncle Ned. Dr. Venture asked her if that it was safe to of told Ned that they were both together. Sally said Ned wouldn’t do that if she promised him to an ice-cream.
Somewhere in a park in New York, Dean and Hank are with Ned and Rocket playing around. Ned sees an ice-cream shack and runs for it, but Dean and Hank tell him not to go. All of a sudden two men in large black coats confront Hank and Dean. Another man wearing a black suite tries to take Ned’s ice scream and accidentally throws it on the floor; Ned throws that man to a side and cries out load. Another man hits Ned with some sort of teaser device which causes Ned to fall down unconscious, and the boys get trapped by the men in black.
Back on the subway inside the train, Dr. Venture asks Sally for a favor. She tells him she’d do anything for him. A few moments later Brock, Dr. Venture and Sally arrive back at Impossible headquarters. Brock stands aside with Dr. Venture while Sally terns in her codes to get inside the elevator. Brock confronts Dr. Venture about how Dr. Venture is going to break Sally’s heart because his plan is to ditch her at one point after getting what he wants. Dr. Venture is upset with this but not as much as one would be. Sally puts in her codes while dancing up to Dr. Venture and plants a kiss on his cheek. Sally tells Dr. Venture that they’ve gained access and that the elevator is waiting for them. They all go inside the elevator and when they reach the floor they were going to a trap awaits them. Something makes them all sit down on chairs that have laser force fields as restraints. The entire team Venture seems to be their, even Dr. Jonas Venture Jr. and the Ghost Pirate Captain who weren’t shown getting captured. Dr. Venture, un-eased by them two getting captured, asks them how they got captured. Dr. Jonas Jr. doesn’t give an answer instead complains that Rusty has Brock to help him and he still got captured. Professor Impossible interrupts them and tells them that he was fully aware of Dr. Jonas Venture Sr.’s machine. He planed this all to lure them to his building. Professor Impossible also tells them that he was envious of Dr. Venture (Rusty) from the time they were in high school and college, because Dr. Venture didn’t deserve the royal treatments he got. The Professor says that Rusty was a slacker in school. Sally, un-restrained asks Professor Impossible were Rocket is. Professor Impossible is unsure who Rocket is. Sally tells him that is his son, the Professor still unsure starts to mumble, Sally gets upset with him and doesn’t believe he doesn’t even know who she’s talking about. Meanwhile Dr. Jonas Jr. calls for H.E.L.P.eR. by using his collar communicator. Dr. Venture doesn’t like that his brother is bossing his robot around and that his brother wears his communicator on his collar. H.E.L.P.eR responds, Dr. Jonas Jr. tells H.E.L.P.eR to access the impossible security system to get them free.
Meanwhile, after H.E.L.P.eR gets out of the X-1, the Loud Alien, now known to us as “The Grand Inquisitor”, is still inside the X-1, and is yelling out load indicating that he’s coming out of the jet and pleads for everyone to ignore him. He gets out of the jet and stretches a bit, then continues to ask if anyone is around. The Grand Inquisitor sees Rocket crawling around in the floor and states that someone left a baby their, he then bends down and picks up the baby and asks it to ignore him.
Back inside the Impossible Tower, H.E.L.P.eR tires to access the security system. While succeeding, another taller more robust robot appears. It seems to know that H.E.L.P.eR was trying to access the system. But this robot was none other then the robot in charge of taking care of Rocket, in other words a nanybot. To H.E.L.P.eR surprise, this nanybot then hugged H.E.L.P.eR instead of attacking him.
Sally, back inside were Professor Impossible is holding Team Venture prisoner, and building Jonas Venture’s Sr.’s machine, confronts Professor Impossible about how could of forgotten about his child, but the professor tries to calm her down and at the same time continues to builds Dr. Jonas Sr.’s machine. Professor Impossible doesn’t seem to care that much about his child, though still seems to care somewhat about Sally. Sally asks the professor what he believes is more important then Family. The Professor replies unsurely: “Science?”.
At the moment Professor Impossible said that, Brock sneaks up behind him and grabs his face. The Professor gets upset and tells Brock his discussion with Sally is a family matter. Brock pins four corners of Professor Impossible stretchable face to a door opening using the Professors power tool he was using to build Dr. Jonas Sr.’s machine, but Professor Impossible counters that by inflating his body to the extent to crushing everyone who’s inside the room. Unwillingly, Professor Impossible causes the windows next to everyone in the room to burst and causing everyone in the room to fall off the building, luckily Brock snatches the Professor’s body before falling over completely, and everyone else then holds on to the Professor’s elastic stretchable body. When they all come to the point off being to the closet to the floor, which happens to be above a railroad track and also a train is coming in by the way. The elastic part of Professor Impossible body pulls them all back up. All except Sally who slips and goes plummeting to the floor. Dr. Jonas Venture Jr. catches her just in time using his belt jet pack, they both land safely. When the elastic part of Professor Impossible body falls back down, Brock ties the Professor’s body to the train that’s bellow. The train starts to move away, while the professor struggles on grabbing hold to Dr. Jonas Sr.’s machine, he also grabs on to limbs of his own building so he doesn’t fall off. The force implied by the train results to be too much for him to handle and so the peace of the train that was holding Professor Impossible gets detaches and goes rapidly to his face, and knocks him unconscious. Professor Impossible lets go of Dr. Jonas Venture Sr.’s machine and it falls many feet from the building all the way down, next to were Team Venture is at.
Just as Dr. Jonas Venture Sr.’s machine falls to the ground, Brock’s communicator watch sounds off to 12:00 am midnight. Indicating that times up and the deadline to reconstruct the machine is over. A taxi cab pulls up; inside this cab is the Loud Alien aka “The Grand Inquisitor” holding Rocket. The cab driver asks for his money, but The Grand Inquisitor replies to ignore him. Suddenly the Machine starts to function, lights go up and a portal like door opens inside. A man, who resembles Dr. Jonas Venture Sr., immerges to everyone’s amazement, and this being then shoots a laser like gun directly to the face of The Grand Inquisitor. The being that resembles Jonas Venture Sr. walks back to the machine, but is stopped by Dr. Rusty Venture. Rusty believes this being is his long lost father and so gets emotional and asks the being many confusing questions about “why he’s leaving back so soon”, “were has he been all this time” etc. The being, impersonating Dr. Jonas Venture Sr., replies to him trying to calm Rusty down but fails. So Rusty then asks why. The being then admits to everyone he took the form of Dr. Jonas Venture Sr. to lower the town of being an alien and that he came here to save humanity from an evil that was coming. Just then, Dr. Rusty Venture gets angry at this alien and starts to yell at him. But the alien now gets angry at Rusty and starts to complain that he just saved the world and that Rusty is ungrateful for all he’s just done. The Alien then goes back through the portal door rift and the Venture brother’s wave goodbye to him.
Dr. Rusty Venture, right after the Alien being goes back to where he came from, starts to complain on what they’ve just done was for nothing. But Brock, the boys and his brother tell him that they’ve just saved the world, made the Loud Alien to shut up, and that they all worked together like a family.
In closing, Dean and Hank do their “Go Team Venture” salute.
Right after the credits, Dr. Jonas Venture Jr. talks to the Ghost Pirate Captain about how he imagines life among the stars as his fantasy, like the alien just said to everyone moments ago. Right after the captain agrees with him, Rocket grabs hold of Dr. Jonas Venture Jr. hair; Sally is holding Rocket and asks forgiveness and introduces herself to Dr. Jonas Venture Jr. Dr. Jonas Venture Jr. then interrupts her and intrudes himself, they both seem to like each other.
Dr. Venture mumbles about that they should be leaving now, but Brock gets caught up in the moment and impressed from what the alien being just told them. Dr. Venture calls Brock a softy, but Brock justifies it by calling it the weirdest moment he’s ever been on. Dr. Venture looks up in the sky and notices Professor Impossible still unconscious hanging from his building being blown like a flag in the sky; Dr. Venture asks Brock if they should help him.
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