Brandon 10: Ultimate Hero
Season 2, Episode 3
Gasadactyl and Coco
Written by Brandon
Directed by Brandon
Episode Guide
Tomb Raider
Across the Planes
The Spy Who Evolved Me is the 13th episode of the series, Brandon 10: Ultimate Hero.


The episode begins in the night. A couple of trucks are seen driving up to the area under a bridge. Some men emerge from the vehicles. They then await with their suitcases.

Man: When is he going to get here?

Man in Suit: Patience. He likes to make a... how should I say this so you can understand? A big entrance.

A helicopter then approaches them and lands close to the trucks.

Man in Suit: Right on cue.

When the helicopter stops, another man steps outside. He goes straight to the man in the suit.

Man 2: Do you have it? I haven't got time to waste.

Man in Suit: Yes, of course. I wouldn't want to waste any of your time, sir.

Man, going up to Man 2: Mr. Myers. It is an honor to finally meet you in person.

Man 2/Mr. Myers: I would say that same but I'm generous enough not to lie right in your face. (to Man in the Suit) Where is it?

Man in Suit: Right here, sir. (to man) Open the case.

The man open the suitcase revealing a cylinder container of an orange, energetic substance.

Mr. Myers: Excellent.

Man in Suit: Now for your share of the bargain.

Mr. Myers: Yes, of course. I wouldn't want to waste any of your men, Mr. Kingsley.

Mr. Myers snaps his fingers and two body guards approach from the helicopter. They open up their suitcases revealing plenty of money in each case.

Mr. Myers: Now we can both leave with what we want.

Man: But Mr. Myers-

Man in Suit/Mr. Kingsley: What do you think you're doing?

Man: I need to know. Me and my men have been digging for months. How important could this be, Mr. Myers.

Mr. Myers: This substance can now put my final plans into action. Or for something that you may understand better... It will change your world forever. (gives a sinister smile and then laughs maniacally)

Theme Song

After the titles, a facility is seen. Inside there is a command center of some sorts.

Voice: Agent Ryder! In my office!

A woman dressed in a uniform enters the room.

Agent Ryder: Yes, Director Pierce?

A man, Director Pierce, turns around from the window and looks at the woman.

Director Pierce: I need you to take a case.

Agent Ryder: What type of a case, sir?

Director Pierce: A big one.

Agent Ryder: Right. How big are we talking?

Director Pierce: A world wide panic attack. I need you to go low and look into our guy.

Agent Ryder: And who would that be, sir?

Director Pierce: It's Myers.

Agent Ryder, looking surprised: Myers? What's he doing out of prison?

Director Pierce: Beats me but I want you to find out. Get me everything I need to know about his current situation and what he's up to.

Agent Ryder: Are we completely in the dark here, sir?

Director Pierce: According to inside sources, we have reason to believe that he is constructing a device that would achieve ultimate chaos upon the world. I need you and a team to head over to his location and find out as much more as you can on this.

Agent Ryder: Sir, with all due respect, in a situation like this, a team could set that device off. There's too much of a risk to send in more agents.

Director Pierce: Maybe you're right, Ryder. (looks back to window) He has connections. Fortunately, so do we.

Meanwhile, on the Interceptor, Brandon is seen looking around the room with James while Coco is piloting and Sarah is stationed at the computers.

Brandon: I spy with my little eye... something green.

James looks around the room.

James: Is it... that chair?

Brandon: Heh. Wow. Good guess. Fourth round won already.

James: Alright, my turn. I spy something with a screen.

Brandon: (Sighs) Is it the computers?

James: Yeah! Alright your turn.

Brandon: Hm... I spy with my little eye something... (looks around) that you wear.

James looks around the room and then stops.

James: My goggles! I've been looking all over the ship for them. Thanks, Brandon.

Brandon: Ugh! I don't get it. How come you know what I'm guessing.

James, grabbing goggles: Huh? Oh all I did was follow your eye movement. How did you guess mines?

Brandon: Well, you kept naming different pieces of machinery so it wasn't as hard to get right.

Sarah, turning around in chair: You should see him at Charades.

A beeping noise is then heard.

Sarah: Um. What's that?

Brandon: Beeping noise on a space craft in flight. Doesn't sound like a good thing.

Coco: It's not me.

James: Oh! Sorry guys its the helpline.

Brandon: Sorry what?

James: The Helpline. I set it up a couple of days after I was invited to the team. Now people all over the world can call us if they need help with something.

Coco: Not such a smart idea having anyone just call us. We're not landing in country nobody heard of just to save a kitty from a tree.

James: Oh but it's so much more than that, Mr. Levin. Only few people know the signal to call us by and those people would only use it for emergencies.

Brandon: Well it's good to see that you're being productive on board. Hey, do you think you can make a tracker anytime soon we sort of broke ours a while ago.

James: Um. I'll take a look at it. (activates machine)

Director Pierce, over the helpline: Attention. Attention. Calling Brandon 10. Calling Brandon 10. Do you copy?

James, whispering to Brandon: He means you.

Brandon, quietly to James: I knew that. I just wasn't sure if it was working or not.

Director Pierce, over the helpline: Hello?

Brandon: Hey. Yep, this is the one and only Brandon 10. How can I help you, Mr...

Director Pierce: Pierce. Director Pierce of the Agency of Civil Enforcement.

Sarah: ACE? Don't you deal with highly advanced criminals minds.

Director Pierce: We do indeed which is why I need your help with something that could change the world as we know it.

Coco: Well spill the beans already? Director Pierce: There is a villain known as Sean Myers. He's one of the most advanced criminals minds in the world. We've had quite a few encounters with him already and with every encounter we've put him behind bars. However, he's somehow got himself released from prison and is already on the verge of finishing his final plans.

Brandon: Which are?

Director Pierce: That's the thing. We don't know. I've sent one of my best agents out to gather intel on the situation.

Brandon: What do we do?

Director Pierce: Find out what he's up to and put an end to whatever dastardly scheme he's come up with. This information is completely confidential. I shouldn't even be telling you all this right now but I have no choice. We need you. So if you accept this mission-

Brandon: Do you even have to ask?

The Interceptor is seen closing in. Later, at the ACE HQ, Brandon is seen walking with his team as they approach Director's Pierce's Office. They then enter as Pierce turns around in his chair.

Brandon: Director Pierce.

Director Pierce: So glad you can make it, Mr. Tennyson.

Brandon: Please, call me Brandon.

Director Pierce: Good. But you still call be Director Pierce.

Sarah: What seems to be the problem, Director?

Director Pierce: Well now that you're on board with the mission, I minus as well give you all of the continentals. According to our sources, Sean Myers was last seen bargaining for an unknown substance which he can use for an unknown device he's building. Despite its unknown origin and purpose, the machine is planned on causing a catastrophic global disaster.

Coco: And you want us to find it and shut it down.

Director Pierce: Too much of a risk to send in any of my agents. We need outside help on this.

Brandon: Alright. Doesn't sound like such a big deal. We'll just find it and kick his butt.

Director Pierce: It's not that easy. He's a hard man to find and, even if you do find him, he's a harder man to catch. He also has a lot of security. He can't even be tracked.

James, on tablet: No but he can be localized. He's having a party at his mansion in Budapest tonight.

James shows the team and Director Pierce his tablet showing an invite to the party with all of the details on it.

Brandon: Then that's how we'll get in close. Heck, I can be the guest of honor. Meanwhile, James can hack into his systems and find out all the intel we need while Coco can watch his back and Sarah and I keep Sean busy.

Sarah: Sounds like a plan.

Scientist, walking in: You're going to need some tools before you start your mission.

Director Pierce: This is my head scientist, Agent Jeremy Barton.

Scientist/Agent Barton: It's a pleasure. I've got a whole arsenal of weapons from a stun gun to a missile launcher.

Brandon: Weapons aren't really our specialty.

Coco: Speak for yourself.

Agent Barton: Well there's always gadgets. Acidic Explosives, Jet packs, Frequency Detectors.

James: Did you say Jet packs? Cool!

Sarah: Careful, James. We're on a mission not in a candy shop.

Agent Barton: As much as I love to show off my inventions, the girl is right. Anyways, I'll help as much as I can when more intel arrives.

Coco: Not sure if intel is gonna help this time.

Voice: On the contrary...

The team turn and face the door to the office as a man dressed in a suited uniform, obviously an agent, walks in.

Unknown Agent: You're going to need as much intel as you can get.

Brandon: Who are you?

Unknown Agent: Special Agent Connors. Tom Connors. Glad to finally meet. I've heard all about the Brandon 10.

Brandon: "The" Brandon 10? I could get used to that. (looks around office)

Agent Connors: As much as I am pleased to meet, and fascinated by your erm... capabilities, I'm not sure you're ready for this.

Brandon: Are you kidding? (grabs pen from Director Pierce's desk) Sign me up.

Brandon clicks the pen which activates a laser, causing him to fall over. Agent Connors dodges the laser and grabs the pen before it hits the ground. He then deactivates it. The team look up and see a burn mark stretched all over the wall. The window on the office door then shatters onto the ground revealing the agents from outside the office, looking at the office in surprise. Agent Connors helps Brandon up.

Brandon: Okay maybe I need a little practice.

Director Pierce: Just get on with the mission.

Agent Connors: Come on. I'll show you everything you need to know.

Tom, Barton and the team exit from Pierce's office.

Director Pierce: And would somebody add some fountain pens that don't shoot lasers?!

Meanwhile in the garage, Barton gives the team some small devices.

Agent Barton: Now these are communicators. I'm aware that you might have some devices to communicate with but that will become noticeable on the field.

Brandon, putting communicator in ear: Right because talking to yourself with your finger in your ear isn't noticeable at all.

Agent Barton: Now I have to set up the devices for James. Agent Connors, why don't you show them the car and try not to break it this time.

Agent Connors: Since when have I ever broke the car?

Agent Barton: Do you want a list in chronological or alphabetical order?

Agent Barton then walks away with James. Agent Connors introduces the team to a car-shaped cloth.

Agent Connors: Fest your eyes on this beauty.

Agent Connors removes the cloth revealing a slick, blue car with a nice paint job and comfortable leather seats inside.

Coco: No way. An Mackton Airy F500. Check out that paint job.

Sarah: Y'know after seeing you flying the Interceptor, I forgot how much you love cars.

Coco: Yeah me too.

Agent Connors: Comes with plenty of features that get me out of most scenarios. Remote Control, Off Roading, Rocket Launchers, GPS, You name it. Possibly the best car in the world.

Coco: Didn't park too far away. How about I pull out my baby and we'll see what your Tin Lizzie can do.

Sarah: Maybe for another time.

Brandon: Sarah's right. We got a job to do.

Coco: Then let's do this thing.

A shot of Budapest is seen as the Interceptor flies overhead. Later on, at Myers' Mansion, the party is alright underway. 

Agent Connors: Everyone know the plan.

Coco: We're used to following plans.

Agent Connors: Good because I don't follow plans.

The five then enter the mansion which has many guests.

James: I'll head for the server room.

Coco: I've got your back.

James and Coco head off while the rest are approached by Sean.

Sean Myers: I can't believe it. It's the one and only Brandon 10 himself. At one of my parties. I have to say that you're the headlines around these parks, y'know.

Brandon: Heh... Thanks...

Sean Myers: My lady. (kisses Sarah's hand)

Sarah looks a little disgusted but changes her facial expressions when Myers looks up at her. Myers then turns his attention to Agent Connors.

Sean Myers: Well, well, well. Special Agent Thomas Connors. What in the world are you doing here?

Agent Connors: I was going to ask you the same thing, Sean.

Sean Myers: Well y'know. Budapest. What can you do?

Agent Connors: A lot.

Sean Myers: Yes. I'm sure you can. I take it that you're working with Brandon 10 as protection. I too have my guard service.

Agent Connors: They're new.

Sean Myers: Oh but of course. I have many changes planned. If you three would kindly excuse me, I have a meeting to attend to.

Brandon: At your own party?

Sean Myers: Well you might be too young to understand, Mr. 10, but sometimes a party isn't a party but just an excuse to have a meeting.

Sean then leaves the three and goes upstairs and up to a room.

Sean Myers, to guards outside room: Guard the door. Keep an eye on the spy.

Sean then enters the room and vanishes.

Sarah: I'll see if I can work something out with the guards but right after I wash my hands. Yuck! (leaves)

Agent Connors: We need to know what's going on in that room.

Brandon: Don't worry. I'm on it. Just keep him busy.

Brandon heads outside. When he is outside, he sneaks past some body guards and goes to a column leading to window on the second floor.

Brandon: Piece of cake.

Brandon pulls down his sleeve and activates the Ultimatrix. He scrolls through the holograms until he stops at Agilmur's. He slaps down the face plate and undergoes a transformation sequence. He spins around in DNA and then curls up as he undergoes the effects. His ribs shrink and his arms and face start to get covered in fur. A tail bone emerges from his backside. Within a flash, Brandon transformed into Agilmur.

Agilmur: AGILMUR!

Agilmur then crawls up the mansion column. Sarah goes over to Agent Connors.

Sarah: Hey. Where's Brandon?

Agent Connors, looking concerned: Um... (points upwards)

Sarah, now looking upset: You've got to be kidding me.

Agilmur is seen still scaling the mansion. He then makes it to the window of the second floor. Agilmur opens the window with his tail and then jumps inside. He looks around and the coast is clear however he does he people talking. He sneaks around the corner and hides there as a conversation between Myers and some men is seen.

Sean Myers: The final plans are coming along. Within a week, I will have complete control over the Earth and there's nothing they can do about it. And with this (shows container of the orange substance) I can now power the machine that I've built in the basilica. I'll be at a meeting in the Parliament building. Once I set my terms, the machine will become activated and lock onto the Parliament building after I leave the area.

Agilmur, quietly: Whoa...

Sean Myers, noticing: And make yourself useful and destroy the party crasher. (points to corner)

The men turn around and pull out their blasters and swords.

Agilmur: Uh oh.

One of the henchmen charge for Agilmur with a sword and strikes but Agilmur jumps over him and kicks him in the back causing the henchman to fall over; dropping the sword. Two more henchmen step out of the group and get close to Agilmur. Agilmur makes some Kung-Fu noises. The two henchmen look at each other and then shrug. Agilmur leaps up and kicks them both in the face. He then trips one of the henchmen with a side kick and then trips the other one with his tail. Agilmur gets up and looks around him, seeing plenty of more henchmen.

Agilmur: Looks like it's time to go Ultimate!

Agilmur slaps down the Ultimatrix symbol and goes through an evolution transformation. He evolves into Ultimate Agilmur.

Ultimate Agilmur, hitting chest with fists: ULTIMATE AGILMUR!

Ultimate Agilmur then jumps up and punches the ground causing the henchmen to fall over. He then grabs one and throws him into another. One henchman grabs a chair and smashes it against Ultimate Agilmur. Ultimate Agilmur gets up and turns around, facing the henchman. The henchman then gets scared and jumps out of the window and into a bush. He then falls out of the bush and lies on the ground, tired. Ultimate Agilmur looks outside the window to make sure he's okay. Ultimate Agilmur then transforms back into Agilmur who transforms back into Brandon. Agent Connors and Sarah bust through the door.

Agent Connors: Where's Myers?

Brandon: Gone but he left some friends around to play with. Sorry you couldn't get in on the fun.

A helicopter is heard and seen flying away from the window.

Sarah, pointing to the copter: There he is. He's getting away.

Brandon: Don't worry. I know where he's going AND where he's keeping the machine.

Agent Connors: Which means Sean isn't going to delay his plans anymore. If anything, he's going to start very soon.

Sarah: Then we don't have much time.

James, coming in: I got it.

Coco, coming in as well: How come nobody invites me to knock some heads anymore?

Brandon: You needed an invite. (To James) What'd you find out?

James, showing tablet off to others: The substance he obtained from his private mining team was an evolved form a radiation. It's very structure is complicated. It's solid yet gas but energy as well. It completely changes the meaning of chemistry.

Coco: Tell them about the machine, twerp.

James: Huh? Oh right. The machine is a sort of doomsday device.

Agent Connors: Well isn't that just reassuring.

James: Didn't even get to the worst part. It's set to beam the radiation past the atmosphere so it can be redirected by his private satellites. Each of them will direct the radiation to a populated and well known area all over the world. We're talking Washington, New York, France, China. Everywhere.

Brandon: We've gotta stop him. He said he was going to Parliament and built the machine in the Basilica.

Agent Connors: I know where both of them are.

Sarah: Same.

James: I can use GPS.

Coco: Um... tour guide maps?

Brandon: Sarah, Coco, James. You three try to find that machine and disable it before it activates. Me and Connors will get Myers.

The scene then cuts to later on where Brandon and Agent Connors are driving in Connors' Spy Car. Trucks then approach them from behind.

Agent Connors, seeing them in his mirrors: Brandon, I think we're being followed.

Brandon: Really? (looks out window)

A laser is shot from the truck behind them which almost hits Brandon if it wasn't for Connors pulling him back in the car.

Agent Connors: We're getting out of here.

Agent Connors hits the gas pedal and the spy car accelerates away however the trucks are closing in. More trucks drive in and follow them.

Agent Connors: There's more of them.

Brandon: Stick your hand out of the window.

Agent Connors: Are you bonkers?

Brandon: I'm just trying something out.

Agent Connors: It's my hand. That's all.

Connors does as Brandon says and nothing happens. He pulls his hand back in the car. Brandon then does what Connors just did as his hand almost got shot by a laser.

Brandon: Right that proves it. They're after me.

Agent Connors: Who are they? An organization? An alien army?

Brandon: Not exactly the style of the Extreme Bikers and I don't know a lot of alien armies. There's only one way to find out. (opens the door)

Agent Connors: You can't be serious? I can out drive them.

Brandon: Get to the Parliament and stop Sean. I'll get there when I get there. You might also want to get the rest of trucks off of your trail.

Agent Connors: Oh don't worry about me. I have a few tricks up my sleeve.

Brandon nods and then jumps out of the car. He then rolls over and is seen lying on the ground. Brandon then gets up and sees some trucks driving his way. Brandon then runs for it. Some trucks follow Connors while the rest of the trucks follow Brandon. Meanwhile with Connors, he's trying to outrun the trucks but they're not giving up on him. Connors then comes close to the Danube. He flips a switch on the dashboard which spills out oil from the back of his car causing some of the cars from spin out and drive into buildings or even into the water. One drives into a pole which falls in front of Connors who drives out of the way and into the water. The rest of the trucks following him stop at the edge. A figure steps out of the truck and looks down into the water. Bubbles are seen but then they stop. Back with Brandon, he is still running from the trucks. A large truck then passes by Brandon. Brandon reads the truck sign and then gets an idea. Brandon then runs after the truck. Some men chase down Brandon on foot while some trucks are going after him. Lasers are flying through the air trying to hit Brandon but it doesn't work as he's avoiding them. Brandon then slaps down the Ultimatrix and transforms into Electrix.

Electrix, running: ELECTRIX!

Electrix then fires some electricity from his hands at a traffic light which then malfunctions causing traffic to go haywire and the large truck to stop. Electrix then punches the lock on the back of the truck off and gets into the truck, closing the doors behind him. A flash goes off within the truck. The trucks chasing Brandon then stop and strange looking men as well as Myers' henchmen get out of the trucks and surround the large truck. One of the strange looking men go for the door. As the door opens, a growling is heard. When the doors are completely open, a motorcycle drives out and hits the strange looking man in the face. Brandon then drives away on the motorcycle.

Henchman: Get him!

Brandon speeds up and drives down the street, smiling, until he sees that the trucks have returned and are on his tail. Brandon turns at the intersect. Meanwhile, underwater, Connors' Spy Car is seen. Inside, Connors looks around and then flips a switch on the dashboard which transforms the car into a submarine. He then drives the car in submarine mode to the surface. He then presses more switches on the dashboard and he makes it back on the road.

Connors' Car: Fuel Leakage Detected.

Agent Connors: You can't be serious.

Brandon, arriving right next to the car door: Need a lift?

Brandon and Agent Connors are then seen riding on the motorcycle away from the trucks.

Agent Connors: I didn't know you could ride a motorcycle.

Brandon: Ah well I'm a bit rusty at this. I learned from a friend with daddy issues. It was a weird day.

Brandon then stops at the Parliament building. The two then get off and enter the building. Meanwhile, over at the Basilica, Sarah elevates herself, Coco and James on a pink energy platform over to the top of the Basilica.

James: Would be cool if we scaled it.

Coco: You wanna go try that out?

James: Um... N-No no. I'm good, Mr. Levin.

Some strange looking men acting as guards shoot lasers at the three. Sarah turns the platform into an energy bubble which protects them from the shots.

James: Something tells me we're not supposed to be up here.

Coco: You think?

Sarah: I can't really rise energy spheres. We're only levitating.

James: We're sitting ducks!

Sarah: Hang on!

Sarah then lets the sphere fall and it then falls down the dome-shaped roof of the basilica. Sarah then navigates the sphere to roll off of the roof and crash into one of its towers causing the sphere to get wedged into it. Sarah then drops the shield and the three drop into the tower however there are some henchmen there protecting a machine built in the center.

Coco: Finally. (absorbs stone column) Something to break.

Back at the Hungarian Parliament, Brandon and Agent Connors is seen walking down the hallway. Brandon then sees Myers while Agent Connors sees Myers as well.

Both: This way!

They then split and go their separate ways. Brandon then enters the room with its door open but there's nobody in there. The door then closes and it is revealed that there is a strange looking man acting as a guard behind the door. Brandon turns around and sees this man.

Brandon: So um does this count as trespassing or something?

The man then rips his suit off revealing that he is a robot.

Brandon: WHOA!

Brandon then dodge rolls the robot's attack. Meanwhile, Agent Connors enters another room where "Myers" is looking out of the window. Agent Connors points a stun gun at Myers.

Agent Connors: Don't you move.

Voice: Oh I won't.

Agent Connors turns around and sees Myers.

Sean Myers: But they will.

A robot then emerges from behind Myers and comes for Agent Connors. Connors turns to the other Myers who turns to face him. The other Myers then removes its disguise and is revealed to be a robot as well.

Sean Myers: Or did you forget I used to be the master of disguise during our early years. It's a shame, Connors. I finally beat you and it doesn't taste as sweet as I thought it would.

Agent Connors: Since when did you work with robots, Sean?

Sean Myers: Oh these aren't my design. Didn't Director Jason tell you about my connections? You're probably wondering how I know his real name. Well I'm also a really good hacker. One of the top criminal minds in the worlds. I should be Number One. I can wear a red turtleneck with shades and fly over my conquered world in rocket powered combat boots.

Agent Connors: You're insane.

Sean Myers: I'm just evil. By the way, Agent Ryder says hello.

Agent Connors: Ry- What did you do to her? I'll break you, Myers!

Sean Myers, to robots: Robots, dispose of Agent Connors.

The robot by the window then breaks down the window and the wall supporting the window creating a massive gap in the wall. The other robot grabs Connors and throws him out of the window.

Agent Connors: AHH!

Brandon then avoids another shot from the robot he's battling with. He then hears yelling. Brandon turns to the window and sees Agent Connors falling. Brandon then grabs a broom and whacks the robot in the head with it causing it to fall over. When the robot gets back up, it sees Brandon opening the window. The robot fires at Brandon but Brandon jumps out of the window before the shot hits the wall. Brandon then falls after Agent Connors. Brandon then activates the Ultimatrix.

Brandon: Please, give me a flier. Please, give me a flier. Give me a flier!

Brandon then closes his eyes and slaps down the face plate. Brandon then undergoes a transformation sequence. Brandon spins around in DNA and then curls up due to the changes he's going through. Brandon's ribs then enlarge slightly. His hand bones then manipulate it more claw-like hands. A loose flap is then grown in between Brandon's arms and feet. Brandon then throws his head back as his face starts to form a big beak. Within a flash, Brandon transforms into Gasadactyl.

Gasadactyl, flying downwards: GASADACTYL! (screeches)

Gasadactyl then swoops down and reaches for Agent Connors. The two are approaching the ground rapidly. Gasadactyl then flies faster and catches Agent Connors. They are then about to hit the ground but Gasadactyl flies up and avoids it, flying back up.

Agent Connors: Thanks for the sav- Oh dear gosh you stink.

Gasadactyl: What? (realizing) Oh yeah. Sorry about that. It's the alien. He isn't called Gasadactyl for nothing.

Agent Connors: We should go back for Myers. Nobody gets away with throwing me out of a window.

Sarah, over the Ultimatrix: Brandon, come in. We need your help. There's more than one of the doomsday devices.

Gasdactly: (Squawks) We'll be right over! (to Connors) Maybe later, the rest of the team need our help.

Agent Connors: I heard. He might be keeping her there. Let's go then before I vomit.

Gasadactyl then flies over to the Basilica with Agent Connors. Back at the Basilica, James finishes deactivating one of the machines.

James: Done. Only one more left.

Coco: But we got them all. There's only four towers.

Sarah, looking up: (sighs) Not unless you count the one at the top.

The view shifts to the top of the Basilica.

James: Think you can take out those guards?

Sarah closes her left eye and extends her hands out. She then throws an energy disc to her right side. The disc then maneuvers in a curve until it impacts with the guards on the edge of the tower causing them to fall over.

Sarah: Did it.

Coco: Now's our chance.

Sarah creates an energy platform from the tower they're at to the one at the top of the basilica. They then walk over the platform. Once they enter the little tower at the top, there's a larger machine centered in the middle. More robots walk over to them.

James: Whoa! Robots!

Coco: Nothing we haven't handled before.

Sarah fires an energy disc at the robots; destroying a few already. Coco absorbs the floor of the tower and forms mallet hands. He then whacks some robots into pieces. Two robots go after James. James then pulls out a cord from his pocket and extends it. He then closes his eyes and turns around. He then runs towards and the robots, yelling out. He then slides under them and trips them with the cord. Upon impact with the ground, the robots get damaged and stop working. James then opens his eyes and then smiles. Gasadactyl then flies in carrying Agent Connors.

Agent Connors: Sorry to drop in but- no I can't do this with that smell. (plugs nose)

Gasadactyl: Sorry. It's the alien. I haven't transformed into Gasadactyl since I was a kid.

Coco: But you still smell the same.

Gasadactyl slaps the Ultimatrix symbol on his chest which transforms him back into Brandon.

Brandon: There. Better?

Coco: No... The smell is worst now. Oh wait, it's just you.

Brandon: Ha! Ha! Hilarious.

Voice: Cease them, robots!

Robots then start the team by surprise.

Brandon: That voice.

A figure is seen looking at a device.

Figure: Yes, Brandon. I have returned again. For I am...

The Figure steps out of the shadow revealing himself to be The Creator.

The Creator: The Creator!

Coco: Were you really expecting a surprise from us?

The Creator: Well um, ye- what does it matter to you? I'm trying to introduce myself to be known to the world.

Sarah: We know who are you already.

Coco: You can stop introducing yourself every time we meet.

The Creator: Mark my words, Coco, for I, the Cr-

Coco looks at him with a "Really?" expression.

The Creator, correcting/continuing: -for I will rule the world... someday.

Brandon: What's the deal this time, Creator? I thought you dealt with robots not radiation.

The Creator: Ah but that is where you're wrong. I work with machines. I create things, hence the name. So I have created this machine. It's powered on energy and, if projected at the right signal, its power can be used as a weapon of mass evolution.

Sean Myers, stepping into the light: This was my plan this whole time. The radiation that I have discovered interacts with the DNA of any living thing causing a rapid evolution into a completely unpredictable form. Once every major part of the world is hit with my radiation wave, the people will become affected and under my power. Governments would bow down to me and give me all that I demand. I would become unstoppable.

Agent Connors: You won't get away with this, Myers.

The Creator: Oh but we already have.

Brandon: You're still boring me, Creator.

The Creator: What are you blabbering on about, Tennyson?

Brandon: I mean its bad enough to come up with the same thing all of the time but to be a sidekick too?

The Creator: I don't know what you're talking about. This machine is completely original. It runs on energy and fires its designated projectile to a sa-

Brandon, continuing in an interrupting manner: -To a satellite and beams down back to Earth and turns the people into your robotic butlers. Yeah I sort of heard this one before.

The Creator: This time its no longer nanobots but simply radiation energy. You just don't seem to understand the concept of originality. It's a difficult thing to capture especially on a scale such as this.

Brandon: It's not even the plan. This is like the second time you're not the main bad guy.

The Creator: The Yeti was not the "main bad guy". I am the main bad guy.

Brandon: Dude, I fought the yeti more than I fought you that time. And now here you are, again, coming out of the shadows after someone else who is bigger and more powerful than you has done most of the work. Let me guess, this deal is 50-50, right? I bet your part is just going to get lower and lower.

The Creator: Shut up, you! (goes over to Sean who is making adjustments to the machine) Mr. Myers. What will become of my inventions in the future of our partnership?

Sean Myers: Partnership? Um... Yes well, um, once I have control over the planet, you're free to do whatever you want with your inventions.

The Creator: But what about my share of the Earth.

Sean Myers: I was actually going to mention that. Do you mind if I also take up space in Antarctica?

The Creator: That's it! I'm not the secondary bad guy here. I'm taking over half of this share.

Sean Myers: In that case, deal's off. I already got what I wanted.

The Creator: You fool! I control the robots here.

Sean Myers: You forget to realize that I have the machine. (show detonator)

The Creator: Robots, Attack!

A robot comes up from behind Sean and attacks him causing Sean to back into the reactor of the machine. The robot then punches the machine instead of Sean causing the machine to leak radiation energy.

The Creator: My machine!

Sean Myers: My energy!

Agent Connors: No, Sean! Don't go near that. You don't know-

Sean then gets affected by the radiation and starts to evolve into a strange form of Human Being. The machine then falls apart, entrapping The Creator; causing the robots to shut down and release the gang.

Agent Connors: Sean?

Sean Myers, unseen: I am no longer Sean Myers. I am no longer Human. This is all your fault! I could of had it all but no! You ruined everything and now you've ruined me! Well now you're trouble. Prepare for...

Myers appears from the reckage as a glowing humanoid with patches of black skin, parts of his skeleton sticking out and three eyes in different parts of his face; he also has a core in his chest which looks like the radiation condensed into a ball like shape.

Sean Myers: I am Enersean.

Enersean fires a radioactive blast at the team who duck out of the way.

Coco: Got any radiation aliens in there?

Brandon: I doubt it.

James: According to my calculations, and I'm not just saying that to sound cool, but, Myers is made out of the radiation that mutated him making him partially made of energy.

Brandon: Energy? I know just the guy.

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

Astro: ASTRO!

Astro steps into the open. Enersean faces him.

Enersean: I might not have a machine anymore but who needs one when I can just radiate this whole world touch by touch.

Astro: You don't want to do this, Sean. We can help you out. We can fix this.

Enersean: There is nothing to fix. It's time to see what the greatest criminal in the world can do.

Enersean throws a ball of radioactive energy at Astro but Astro just moves out of the way and walks towards Enersean. Enersean tries this again but Astro moves to the other side this time, still walking over to him. Enersean then fires a larger ball of energy at Astro who actually gets hit.

Enersean: YES!

Astro then soaks up the energy into a smaller ball of radiation.

Enersean: NO!

Astro: (looks at Enersean's chest core) Now its time to see what I can do.

Astro charges the radiation up with pure energy which starts to mix with radiation making the structure of the ball unstable. Astro then moves his arm back and then throws the ball directly into Enersean's chest core. Enersean then falls on his knees with his core acting unstable.

Astro: We need to go... NOW!

Agent Connors: But Ryder. She's here. She's-

Astro then grabbed James and Agent Connors while Sarah shields herself and Coco, both groups escaping from the Basilica. An explosion is then seen coming from the tower. On ground level, both groups land and look up at the top.

Agent Connors: There was nothing I could do.

Astro: No... You're right (seeing something) But there's something we can do now.

Astro into the smoke at the top of the building. After a while, Astro returns with Agent Ryder in his arms.

Agent Connors: Natasha! (grabs her)

James: Look!

The team look and see Enersean falling from the top of the building. Astro then flies over there and catches Enersean. Astro then lands close to the team but not too close. Sarah then shields Enersean and Astro lets go of him. Astro then falls on his knees and times out into Brandon. Agent Connors helps Brandon up.

Brandon: As much as love spy movies, I think you're right about me not being fit for the job.

Agent Connors: Nah. I think you did just fine. Although, I know a place that better suits you.

Later on, Hazmat suits are seen taking Enersean away at Heroes' Square.

Director Pierce: Well it seems that, despite the odd circumstances, the mission ended successfully.

Sarah: What about The Creator?

Director Pierce: Got away. We'll have our best men on that.

Coco: No bothers. We'll probably bump into him some other time.

Agent Ryder: Hey, Tom. Thanks for looking for me.

Agent Connors: That's what partners are for. I'll always have your back.

Agent Ryder: Thanks but I want more than my back covered, Tom.

Ryder then kisses Connors.

Director Pierce: Agent Ryder. (after a moment of no response) Agent Ryder!

Ryder stops kissing Connors and looks at Pierce.

Agent Ryder: Y-Yes, sir? (fixes hair)

Director Pierce: (sighs) Nevermind just keep kissing like I care anymore.

Brandon: You have no idea how much I feel that same exact way with these two. (points thumb to Sarah and Coco)

James: Hey, does Agent Barton mind if I keep some of the stuff he gave me?

Director Pierce: You got a license, kid?

James: Um no...

Director Pierce: What do you do for a living?

James: I hack stuff and fight aliens.

Director Pierce: Meh. Keep it. I'll just let everyone do what they want while I stop all the bad guys. I'll be in my office.

Director Pierce leaves.

Agent Connors: So Brandon. What do you think of Heroes' Square?

Brandon: Awesome.

Agent Connors: Not sure if we'll be seeing each other again, Brandon, but it was an honor. What do you think you're next mission's going to be?

Brandon: Probably like yours. Unknown.

Agent Connors: But are you ready to accept that?

Brandon looks at his team and then back at Tom.

Brandon: Always. (Smiles)



  • Brandon
  • Coco
  • Sarah
  • James
  • Thomas Connors (First Appearance)
  • Natasha Ryder (First Appearance)
  • Jeremy Barton (First Appearance)
  • Director Jason Pierce (First Appearance)


  • Enersean/Sean Myers (First Appearance)
    • Myers' Henchmen (First Appearance)
  • The Creator
    • The Creator's Robots

Aliens Used


  • The title is a reference to the 10th James Bond film, The Spy Who Loved Me.
  • Brandon drives a motorcycle for the first time on screen.
  • This episode contains a few references and allusions to various spy films, television series and other media relating to spies including James Bond, Mission Impossible and Bourne.
  • Gasadactyl makes his first reappearance since The Original Series.
    • This is also the second episode to have an alien since TOS appear; the first being Playtime with Ro-Warasaur.
  • This is the gang's first time in Budapest, Hungary.
  • Crusher was meant to replace Astro in this episode.
  • Inspiration for this episode came from Ghost ProtocolJohnny English Reborn and Skyfall.
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