Brandon 10: Ultimate Hero
Season 3, Episode 4
Written by Brandon
Directed by Brandon
Episode Guide
Meet the Parents

Shadow Play is the 34th episode of the series, Brandon 10: Ultimate Hero.


The episode begins in Bellwood, in the middle of the city. There is a traffic circle seen with multiple cars driving around in it. A man with brown hair and brown jacket over a red shirt is seen in his red car. There is a purple car in front of him.

Man, honking his horn: Come on, lady. Move it...

The man then slumps onto his steering wheel and looks, with a bored expression, out of his window. A figure then moves quickly past his window, pushing his car slightly.

Man, startled: Whoa!

A short moment later, his car shakes as something landed on top of it. He looks up, even more surprised. He looks out of his front window and sees a teal-colored humanoid figure running onto the sidewalk after running around the purple car, he seems to be carrying something. Agilmur then lands on the front of the car, appearing in the window. He then leaps from that car to the purple one and then jumps and clings to the building next to it. Mirror Master is seen running with a sack with a strap around his torso. Agilmur then leaps from the side of the building to a flagpole on the building. He then swings from that and onto a awning. Mirror Master continues running past some people and prepares to cross a street but then Agilmur lands in front of him, forcing him to stop.

Agilmur: It's over, Mirror Master.

Mirror Master: You can't stop me, boy!

Agilmur: I did it before. (playfully) Pretty sure I can do it again.

Mirror Master: You may have stopped me once but once I escaped that storage the Mechanics threw me in, I've been planning for a way to become even more powerful within this reality.

Agilmur: Oh really? By doing what? Stealing mirrors?

Mirror Master: Exactly.

Mirror Master then reaches into his sack and removes a small mirror. He then throws the mirror at Agilmur which morphs into a humanoid figure made of glass. The glass figure then throws a punch at Agilmur who avoids it. Mirror Master throws another mirror at him which morphs into another glass figure which actually succeeds into delivering the punch. Agilmur is then thrown into the pavement. He gets up slightly and holds his chin. He turns and sees the glass henchmen approaching him. Agilmur then performs a kick up and strikes one of the glass minions but then retracts his fist in pain.

Mirror Master: With these mirrors, I'll be able to conjure an army of henchmen. I'll be unstoppable.

The Mirror Minions then attempt to attack Agilmur again but Agilmur dodges their attacks. They both then strike at Agilmur at the same time, but Agilmur jumps above them, causing them to smash each other into pieces. Mirror Master then backs up and runs away. Agilmur then chases after him, on all fours. Mirror Master turns back, while running, and throws another mirror at Agilmur who jumps forwards and catches it before it morphs. Mirror Master then stops.

Mirror Master: Enough! I'll handle you myself.

Mirror Master extends his arm out and fires a laser from his hand. Agilmur then takes the mirror in his hand and uses it to deflect that laser right back at the Mirror Master who falls over, dropping his sack of mirrors. He attempts to get up but Agilmur lands on him, keeping him down.

Agilmur: Told ya I'd bet you.

Agilmur then transforms back into Brandon.

Brandon, with one foot on Mirror Master: Now if I can't keep you trapped in the Mirrorverse then you're just going to have to spend your time in some sort of super cell...

A Mechanic Ship is then seen landing close by.

Brandon, continuing: ...or something.

Two Mechanics then lift Mirror Master up and take him away. Brandon then follows them from behind. The scene then focuses on the sack of mirrors left behind as they start glowing faintly as the shadow of Mirror Master remains on the pavement.

Theme Song

After the titles, the Mach 10 is seen driving up to Coco's Warehouse, which has its doors open. The Interceptor is parked inside. There are some ladders and nets placed around and onto the ship. The Mach 10 then stops inside the warehouse, close to the back, and the driver's side door opens as Brandon steps out of the car. He closes the door and makes his way towards the Interceptor's cargo bay door which is also open. Inside, Coco is seen blow torching a compartment in the walls.

Brandon, walking in: Hey.

Coco continues.

Brandon: Hey!

Coco then stops blow torching and turns to face Brandon.

Coco: What?

Brandon: Whatcha doing?

Coco: I'm adding in some upgrades.

Brandon: Again?

Coco: Yeah but this time for space.

Brandon: Space upgrades? Despite how cool that sounds, I'm going to need you to be a little tiny bit more descriptive.

Coco: The Interceptor was always meant for space. I mean she's a spaceship. But we've using her to travel around the world all the time. I've been taking some short trips past the atmosphere but nowhere too far like another galaxy or something. I've got to get her ready for that type of stuff.

Brandon: Yeah you do that. You still gotta show me that planet that looks like a giant bowl of spaghetti with the meatball moon.

Sarah, entering the cargo bay from within the Interceptor: Oh hey you're back. Where'd you go?

Brandon: Had a little run in with Mirror Master. Dealt with it though so no biggie.

Sarah: Pretty sure Mirror Master escaping is a big deal.

Brandon: Nah he probably just escaped using a mirror or something like that. Did you know he can shoot lasers now?

Coco: I thought we were talking space upgrades.

Brandon: Well Sarah has my attention span is the size of a Vespoidea. I'm guessing its a pretty unique animal species.

Jenny emerges from the inside of the Interceptor as well.

Brandon: Jenny! Just the person I wanted to see. You and me are going for a ride.

Jenny: A- ride?

Sarah: Brandon has it ever occurred to you that you have to ask people if they want to do something first?

Brandon: James didn't see to mind.

Coco: The kid worshiped you like Greek legend. He wouldn't mind if you took him to an alien prison for training.

Brandon: It's just to see the town since she's going to be staying with us and the Mechanics who live outside of Bellwood.

Jenny: I would like to see this uh- town.

Brandon: Great. Come on.

Sarah: What about us?

Brandon: If you wanna join us-

Coco, examining his blowtorch: Can't. Upgrades. Space.

Sarah: I might as well give this guy some company. You two have fun.

Brandon and Jenny get into the Mach 10. Brandon then drives out of the warehouse as Sarah watches them leave. She has her arms folded.

Coco, checking the blowtorch tank: What's up with you?

Sarah: Just concerned. That's all. There's something off about her.

The scene then cuts to the Mach 10 driving around Bellwood. The car then stops by Burger Hut.

Brandon: There it is.

Jenny, looking out the window: What is it?

Brandon: One of our famous landmarks, Burger Hut. The best burger place in the universe.

Jenny: Wow.

Jenny looks around and sees a person eating their burger outside of the establishment. In a short moment, he is dragged into the ground and vanishes.

Jenny: Brandon!

Brandon, turning to Jenny: What is it?

Jenny, pointing outside the window: Look.

Brandon turns back to the window and sees nobody there.

Brandon: There's no one there, Jenny.

Jenny: There was someone. He vanished.

Brandon, facing Jenny: Vanished?

Jenny nods her head.

Brandon turns back to the window then turns back to Jenny.

Brandon: Alright let's check it out.

Brandon and Jenny get out of the car. They stand near the area where the person was.

Brandon, looking around: I'm telling you, Jenny, there's no one here.

Jenny looks around as well then looks at Brandon. Her eyes then widen.

Brandon: What?

Jenny, pointing: Your shadow.

Brandon: What about it?

Jenny: It has doubled.

Brandon looks confused then turns around. He sees the shadow of the person printed onto the establishment.

Brandon, shocked: That's not mine.

Jenny: Does this normally happen on Earth?

Brandon, turning around: No. Wait here.

Brandon goes inside Burger Hut then comes out a short moment later.

Brandon: There's no one there. More shadows.

Jenny: Perhaps they left unless they vanished too.

Brandon scratches the back of his head. His shadow then starts whispering as it starts leaning towards the Ultimatrix. Brandon then draws his hand back and turns around quickly.

Brandon: Did you hear something?

Jenny: Hear what?

Brandon: Nevermind. There's definitely something weird going on here. Come on, let's get back to the warehouse.

Brandon and Jenny then head to the Mach 10 and drive away. The shadow of the person then starts to turn its head to look at the Mach 10 leaving. The scene cuts to the Mach 10 driving down a street. Jenny is looking out of her window and notices various shadows imprinted on the stores they pass by.

Jenny, looking out of her window: There are more shadows outside. No people for them to belong to.

Brandon, driving: I told you, we'll get to the bottom of this. If anything, it could be some weird universe thing where on this very specific day ever 25 million years, the people turn invisible and leave their shadows behind.

Jenny, looking at the front window: Look out!

Brandon looks and slams his foot against the brakes. The car then comes to sudden stop.

Brandon: I can't believe I almost hit that lady.

Jenny: That's not a lady.

In front of the Mach 10 is a dark shadow-like figure standing there. It turns around and looks at the Mach 10.

Brandon: Okay that's not normal.

Jenny, looking out of her window: Look.

Brandon looks through her window and sees that the shadows imprinted on the walls, pavements and streets are starting to rise out and take solid form. Brandon takes off his seat belt but Jenny grabs his arm.

Jenny: Don't. There are too many of them out there.

Brandon: Fine. (puts his seat belt back on) Hang on then. (grabs onto the steering wheel)

Brandon steps on the gas pedal and the Mach 10 drives off, curving around the shadow figure in front of them. The shadows then start to walk towards the Mach 10 but it's already accelerated away. The scene cuts to Brandon driving the Mach 10.

Brandon, driving: We should be getting close to the warehouse.

The car then starts shaking slightly.

Jenny: Did you feel that?

Brandon: Yeah... Can you check and see what that is?

Jenny looks out of her window and looks around. There is nothing out there. She then glances down briefly then looks back up. She then looks back down again in alarm.

Jenny: The vehicle. It has a shadow too.

Brandon: ...Get out of the car. Now!

Brandon then opens his driver door and grabs Jenny.

Jenny: Wait!

Brandon then jumps out of the car while grabbing Jenny. The car then skids while Brandon hits the ground with his side, flips over slightly then is surrounded by a green flash. The car then flips over and dragged into the ground from the air by a shadow. As the car vanishes, Astro appears and skids across the ground with one hand, until he stops, holding Jenny in his other hand.

Astro: Are you okay?

Jenny nods, shocked. Astro looks around and sees the shadows advancing on them. The sun is seen going down behind them. Astro then lifts up from the ground and takes off.

Jenny: Look!

Astro looks down and sees the shadows increasing in height. They are now storming after Astro.

Astro: Great... Hold on.

Astro then speeds up. Coco's Warehouse is seen in the distance.

Astro: We're almost there.

A giant shadow then emerges close to Astro and smacks him into the ground. Astro then hits the ground and drops Jenny who falls onto the ground as well. Jenny looks up from the ground and sees the shadow figures approaching them. Jenny then attempts to get up but is feeling weak. She looks at Astro who is on the ground. Coco's Warehouse is a couple of feet away from them and has the door open.

Jenny: Brandon, wake. Brandon.

Astro then gets up, foggy. He then comes to his senses and looks around. He gets up on one knee and starts blasting energy blasts at the shadow figures. With each blast, however, the shadows grow.

Jenny: It's not working.

Astro: Oh right shadows like the light. Why couldn't I have any dark aliens?

Astro continues firing as the shadows get bigger and approach closer.

Jenny: Brandon!

The shadows then overcome both Jenny and Astro until darkness fills the screen completely. A moment later a light fills a certain part of the warehouse very dimly as Brandon is seen on the floor, in Human Form. He wakes up and looks up. Jenny is there. She gets down puts her hands on Brandon's shoulders.

Jenny: Are you alright?

Brandon: Yeah... What- What happened?

Jenny: The shadows just- vanished. It's also night outside.

Brandon: (scoffs) Saved by the Moon.

Brandon gets up from the floor and holds his head. He then looks at the ground unintentionally and sees their shadows. Brandon gets startled for a second but Jenny puts her hands on him.

Jenny: It's alright. We're safe.

Brandon: How?

Jenny: I created a telepathic sphere around us. It'll keep us invisible to them for a while.

Brandon, looking at the shadows: Are our shadows- talking?

Jenny: Yes. They've been whispering to each other for the past hour.

Brandon: Wait I've been out cold for an hour?!

Jenny: No. You've been "out cold" for two hours.

Brandon, looking at the Interceptor: Where's Sarah and Coco?

Jenny: I think they were taken as well. It's obvious that these shadow creatures are connected to the disappearances of the people.

Brandon: I'm calling the Mechanics. If the shadows aren't taking people now, they should be safe to come here.

Jenny: Shadows aren't restricted to Earth only, Brandon. We don't know how far this has gone. Even if they're safe, if they come here, they'll be at risk just as we are.

Brandon: So we just wait here?

Jenny: I've been reading these creatures. Telepathically.

Brandon: What are they saying?

Jenny: It's hard to tell. Their mind set isn't like our own. It's more simplified, almost as if they belong to only one mind, feeding them vague commands.

Brandon: Such as?

Jenny is about to say something but then stops.

Brandon: What?

Jenny: You have two shadows.

Brandon turns around and sees that he has two shadows, both identical. One of them is whispering.

Jenny: It is saying something... "I know you're there." "I can hear you... I can smell you."

Brandon, to the shadow: What do you want?

Jenny, reading the shadow: "I want... your world."

Brandon, to the shadow: Not going to happen.

The shadow continues whispering but there is no response from Jenny.

Brandon: What did it say? ...Jenny?

Jenny, hesitant: It says uh- "We have your people." "Join them or they will die." ...Brandon, we-

Brandon: I know. But Coco. Sarah. The people of Bellwood. They need us.

Jenny: Exactly. What good are we to them if we get taken by these creatures?

Brandon: Not like there's any alternative. We can't fight them. Not here.

Jenny: Okay... I can understand your reasoning.

Brandon: I told you before, Jenny. You're safe with me.

Jenny nods then touches the side of her head and concentrates. The shadows then drag both Brandon and Jenny into the grounds where they vanishes. The flashlight that lite the section of the warehouse then falls from the table and breaks onto impact with the floor. The light then flickers out until the warehouse is completely dark. The scene then cuts to Brandon on the ground. He opens his eyes and gets up. He looks and sees that he's still in the section of the warehouse he is was before except its made out of some type of shadow-like material.

Brandon: Jenny?

There's no response. Brandon then walks forwards until he almost walks off the end of the flooring. He balances himself then steps back.

Brandon, looking down: Whoa...

Below the structure is a dark abyss. Brandon looks up and then looks around. Beyond the structure he's on is various other shadow-like structures, some Earth-based like buildings and vehicles while the rest are asteroids and floating rocks. Brandon jumps onto one of the floating rocks and hops from one to another until he reaches a small asteroid.

Brandon, calling out: Jenny?

Jenny, from below: Here.

Brandon look down over the edge of the asteroid and sees Jenny on a bigger asteroid below him. Brandon then jumps down and lands on the asteroid.

Brandon: You okay?

Jenny: I'm alright.

Voice: Brandon Tennyson.

Brandon and Jenny look up and see a big humanoid figure approaching them from above. It then hovers above them.

Brandon: Who are you?

Big Shadow Figure: I am the Shadow King and this is my domain.

Brandon: Why did you bring us here?

Shadow King: I need you.

Brandon: You said you needed my world.

Shadow King: I need that too.

Brandon: What do you need me for?

Shadow King: You're the one you made this all possible.

Brandon: What?

Shadow King: A long time ago, before Humans, the shadows controlled the galaxy. It was during the Dark Ages of the Universe. However we were tricked into trapping ourselves into a reality between dimensions. For millenniums we've been trapped in our Shadow Realm by a race of creatures who leeched our powers for their own until it became a natural feature in their genetics. A race known as the Pesadillas.

Brandon: Did you say Pesadillas?

Shadow King: Yes. We were trapped until you defeated their master.

Brandon: Ghost Brandon.

Shadow King: Once he was defeated, the Shadow King were able to regain their power. Then a shift occurred between the dimensions, strong enough for us to escape into your world.

Brandon: When I was fighting Mirror Master, his ray must have been a way to the Mirrorverse but it opened up a portal here instead. And now you want the world for yourself.

Shadow King: We'll turn your world into our own Shadow Realm and take control of the galaxy again, bringing the Dark Ages back to the universe.

Brandon: I can't let you do that, Shadow King.

Shadow King: Hmm. So powerful. A force strong enough to defeat the Pesadilla Master and a being daring enough to challenge the Shadow King. He wears your face to show his strength but the Shadow King can do that as well.

The Shadow King then starts to morph into a different shape but remaining in the humanoid form. He then becomes the shadow version of Brandon.

Jenny: Can he do that?

Brandon: I think he just did.

The Shadow King then enlarges his hand, making it about 4 times his size.

Brandon: Run!

Brandon grabs Jenny's hand and they run away as the Shadow King plummets down his hand onto the asteroid, destroying it. Brandon and Jenny are then seen jumping down from one smaller rock to another. The Shadow King looks down at them.

Shadow King, flying after them: You can't run from me.

Brandon, turning to face him: Pretty sure I can hop though.

Brandon activates the Ultimatrix and slaps down the face plate. He transforms into Leap Frog.

Leap Frog: LEAP FROG!

Leap Frog leaps upwards and grabs Jenny with his long tongue.

Jenny, being yanked upwards: YOW!

Leap Frog then lands onto an asteroid and Jenny falls onto his back.

Jenny: That was... different.

Leap Frog reels his tongue back into his mouth.

Leap Frog: Sorry. (ribbets)

The asteroid then explodes, sending Leap Frog and Jenny flying until they crash into a shadow-like street. Leap Frog transforms back into Brandon. Shadow King then hovers through the debris and lands onto the street a short distance away from them. Brandon looks up from the ground and sees Jenny, passed out.

Shadow King: You can't defeat me, Brandon. I am the Shadow King and I am ruler of this domain.

Brandon, getting up on his feet: Maybe it's time you faced someone who ruled over you.

Brandon activates the Ultimatrix.

Shadow King: NO!

Shadow King flies over to Brandon quickly as he scrolls through the available transformations. Brandon stops at a certain hologram and prepares to slap down the face plate but the Shadow King grabs his arm.

Shadow King: I won't allow you to become a Pesadilla!

Brandon: You can't stop me.

Shadow King: On the contrary...

The Shadow King then starts absorbing Brandon.

Brandon: AH!

Shadow King: I will consume your essence and gain the dark energy for over a million aliens at once.

The Shadow King starts leaning in towards Brandon but then screams out in pain. He turns around, holding his head, and sees Jenny there with her hand out. Jenny continues to attack him telepathically. Shadow King then smacks Jenny across the street. He breaths heavily then turns to Brandon and seemingly devours him.

Jenny, looking up: No...

Shadow King: Yes! I am all powerful! I have defeated the one who defeated the Pesadilla Master! I am the Shadow Ki- ARGH!

The Shadow King then grabs his sides as a light starts intensifying inside of him. The Shadow King then explodes as a flash overcomes him. Jenny shields her eyes from the light then looks when it fades away. A green eyed shadow-like figure floats where the Shadow King used to be with an Ultimatrix symbol on its chest.

New Alien: SHADOW!

The pieces of the Shadow King then come together and reform back into his Brandon form. The Shadow King then hovers up from the ground and looks at Shadow.

Shadow King: You dare to challenge me?!

The Shadow King then flies over to Shadow and strikes him down. Shadow then looks up but is hit in the face by the Shadow King. The Shadow King then picks up Shadow with an enlarged hand and slams him into the street. The Shadow King's hand then returns to its normal size as he walks over to Shadow.

Shadow King: This is the end for you.

The Shadow King then strikes at Shadow but Shadow performs the same exact strike, causing their fists to collide with one another. The Shadow King's eyes widen. Shadow then smirks. The Shadow King then hits Shadow in his side however Shadow does the same thing. Both of them are now holding their sides. They then look up at each other. They get into combat by matching each other's moves. The Shadow King then knocks Shadow back with an enlarged fist, throwing him into the ground. Shadow attempts to get up but the Shadow King presses down on his chest with his enlarged hand.

Shadow King: You might be able to copy my ability to fight but you can't match my ability to control shadows including yourself.

The Shadow King then attempts to absorb Shadow into his hand.

Shadow: Yeah well uh- let's see about that.

Shadow King: Huh?

Shadow then expands his body around the Shadow King, encasing him within a shadow.

Shadow King: NOOO!

Shadow then reforms with the Shadow King within him. Shadow then looks up and sees Jenny on the ground.

Shadow: Jenny!

Shadow flies over to Jenny and lifts her up.

Shadow: Are you hurt?

Jenny: I will be fine. I sensed the taken people there (points upwards)

Shadow looks up and sees a shadow-like fortress floating above them. Shadow then extends his arms out and starts to move the fortress.

Jenny: What are you doing?

Shadow: I have the Shadow King's power over the shadows. If he had the power to bring things from our reality to here, then he should have the power to bring things from here to our reality.

The fortress then slides into a dark gateway, vanishing from existence.

Jenny: I can't sense anyone anymore. Did it work?

Shadow: It must have. Now we have to get you out of here.

Shadow opens a dark gateway on the street. He turns and sees the Mach 10 floating around.

Shadow: Not gonna forget you, Machie.

Shadow creates a shadow-like sphere around the Mach 10 and causes the sphere to vanishes into a dark gateway. As soon as the gateway closes, The Shadow King's arm then bursts out of Shadow's arm.

Shadow: GAH!

Shadow King, pulling himself out of Shadow: I will not be contained! I am the Shadow King!

Shadow: Jenny, Go!

Jenny: I won't leave you here.

Shadow: I can't- AHH!

The Shadow King then bursts out of Shadow's chest, sending Shadow tumbling onto the ground. Shadow then transforms back into Brandon. Jenny goes to Brandon and helps him up. They are both standing in front of the collapsing dark gateway.

Shadow King, turning to face them: You inferior beings are nothing but trouble. I'm going to destroy you!

Jenny: No!

Brandon, weakly: Jenny-

Jenny: The gateway is collapsing. Go!

Jenny pushes Brandon into the gateway.

Brandon: Jenny!

The gateway then closes after Brandon enters it.

Shadow King: NOO! You'll pay for that!

Jenny: Wrong!

Jenny extends her arms out and starts telepathically attacking the Shadow King.

Shadow King: No! NO! GAAHH!

The scene cuts over to Coco's Warehouse. Coco and Sarah are there, talking to each other, when a dark gateway appears and Brandon falls through it. It then closes before Brandon could get up. Coco helps Brandon up and Sarah goes to help him.

Sarah: Brandon! What happened to you?

Brandon: It's a long story.

Coco: Where's Jenny?

Brandon: She- She didn't make it. She's gone. I can't believe it.

Jenny's Voice: Then do not believe it.

Brandon turns around and sees Jenny exiting a dark gateway.

Brandon: Jenny? But how did you-

Jenny: I used my telepathy to convince the Shadow King to let me escape. I also managed to convince him to stay out from our reality forever.

Coco: Nice.

Sarah: I'm glad you're okay, Jenny.

Brandon: Yeah me too. I was really worried about you.

Jenny: I appreciate your concern. Now should we continue the tour of your town?

Coco: No way. I'm definitely tagging along this time.

Sarah: Me too.

Brandon: Team Breakfast!

Coco: I'm not buying.

Brandon: Good one, Coco. (laughs)

The scene then shows the exterior of Coco's Warehouse as the sun starts coming up.

Coco: ...I'm serious. You hear me? ...Tennyson!




  • Shadow King (First Appearance)
    • The Shadow Kind (First Appearance)
  • Mirror Master (First Re-Appearance)
    • Mirror Minions (First Appearance)

Aliens Used


  • Shadow makes his debut.
    • Shadow is also technically Darkness, one of Coco's aliens from The Original Series, but fitted to suit Brandon's DNA. This also applies to Drillbit despite his advanced genetics.
  • Burger Hut and Mirror Master make their first re-appearances since Alien Force.
  • Originally, this episode was meant to be set in a foreign country, possibly Belgium or the Netherlands.
  • Jenny was considered to be not in this episode, showing how she wasn't always with the team but staying with the Mechanics as well but she was put in for the final version.
  • Originally, the Shadow King was meant to be a trickster who would copy Brandon's form in order to show him his darker nature. This plot was thought of before Jenny was created so it was one of the original ideas that were changed in order to fit in with the team's current situation.
  • The Mirror Master scene was planned on being in the show possibly before or around the development of Ultimate Hero. Either that or during the run time of Season 1. However it wouldn't serve any purpose later on in the episode it would be featured in, unlike its current situation.
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