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Mid-life Chrysalis

  • Original Air Date:
    September 25, 2004
  • Written by:
    Doc Hammer & Jackson Publick
  • Production Number:
  • ...with SOUL-BOT as H.E.L.P.eR.
  • Rate This Episode:

    • Worst. Episode. Ever.
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    • An Okay Episode
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Jump To: Summary | Capsule | Notes
All-time score of 3.5 with 335 votes


The Monarch sends Dr. Girlfriend undercover to seduce Dr. Venture in order to inject him with a body-altering serum. Meanwhile, Brock is deeply depressed to learn his secret agent license to kill has expired, but the boys are Hell-bent on helping him cram for his government exam.


We start off with Brock driving the X-1 with the boys , Dr. Venture and HELPeR. Two US air force jets pull up beside the X-1 and the pilot of one tells them to go to the nearest landing area since they're in restricted airspace. They do so and on the ground meet with the pilots:

Sir, your craft is unregistered and you failed to file a flight plan. Just what the hell do you think you're doing?

Don't you people have anything better to do than harass innocent people trying to get to Marrakesh?

Zip it, grandpa, I'm speakin' to the pilot.

Grandpa! Well I'll have you know-

Sir, I am not gonna tell you again.

It's alright soldier, I've got special clearance. [he hands the pilot his secret intelligence license] I'm with the top secret branch of the government, so if you don't mind we have a mission to get back to.



This ID expired six months ago.

[sighs] Great. When Marrakesh is overrun by mutant lizard-people don't come crying to me.

Roll opening credits.

Back at the Venture Compound, Dr. Venture is looking at himself in the mirror in only his underwear, still upset over being called 'grandpa'.

Grandpa! How dare they. I'm only 43. Still a young man. Maybe a little frayed around the edges, but who wouldn't be between by work and raising two boys. Crap, who am I kidding, my looks are going down the toilet faster than an unwanted pregnancy on prom night. I was Rusty Venture, boy friggin' wonder. Now look at me.

He stares at the floor for a second, saddened by this recent revelation. However he quickly snaps out of it and decides that he can't continue to deprive the world of his 'extra greatness'. He decides all he needs is a little him-time (or me-time as he says, but it doesn't make sense for me to say me-time unless I mean me and not him... see?) to put the spring back in his step. That and a new car.

In the hangar Brock is also depressed, only because of his expired license to kill. Hank and Dean assure Brock that they'll do everything they can to help him get his license back. Just then Dr. Venture rolls into the hanger inside a brand new car. He tells Brock they've got a top secret mission called 'operation get-me-some' which Brock decides is too good to pass up. Dr. Venture puts Dean in charge as they drive off. Dean tells Hank to go to bed, but Hank has other ideas as he tells Dean to take a bow and backhands him in the crotch. Get it, take a bow?!

Doc and Brock arrive at a strip joint called 'Nightin Ale'. Before they head inside Dr. Venture pulls a wig out of the glove box and puts it on. He asks Brock for his opinion which is telling Dr. Venture he looks like a big doll, and I'm going to assume he didn't mean it as a synonym for 'good looking'. They head into the strip joint which contains around three patrons, the bartender and some less than optimal looking strippers. Brock says that it doesn't usually start hopping until after 11. And, you know, on a Friday.

At the bar Brock orders a beer and Dr. Venture gets a Rob Roy (which the bartender has to look up on his little chart thingy). The bartender also takes the liberty of calling Brock 'ape drape' and 'captain mullet head' which would have gotten him killed on any other day, but alas, poor Brock has lost his license to kill.

Dr. Venture asks Brock how to pick up chicks, to which Brock responds 'you just gotta throw the vibe out there'. Dr. Venture pushes his shirt away from his butt to expose it as a way to get the ladies to ... come-a-knockin.

Ohh, Brock, check out the main stage, but don't make it obvious! Rusty like. [the stripper shakes her large posterior] She's looking at me, what do I do?!

Give her like five bucks.

[DR. VENTURE fishes into his coin purse (yes, coin purse) and pulls out a twenty]

Can you break this? [he puts the twenty into her thong and pulls out three fives as change]

Mmmm hmmm, that's a nice medallion that you got there, baby.

[laughs] Oh this? Science prize, '79. Best paper I ever wrote, turned the whole gravity thing upside down. And that pun was intentional, honey. [to BROCK] She's totally into me, this is too easy. Where's the capture and kill? [the STRIPPER exits the stage] Oh, okay! Bye! Should I follow her?

At this point Brock excuses himself and meets the stripper outside of the bathroom. Awwwww yeeeeaahhh. Sorry.

Back at the compound Dean has mixed up what appears to be a fairly gross concoction of various household items. He has a bet with Hank that, if Hank drinks it all, Dean will be Hank's slave for the night, plus Hank will get fifteen bucks and their grandpa's catchers mit. Hank winces and drinks the oddly colored drink after some effort.

Dude. I spit in that.

Back at the strip joint Brock is making out with the stripper in the bathroom when suddenly he starts having flashbacks of saving the boys from various bad guys and also killing various bad guys (with happy music in the background, only making the memories more hilarious). Brock decides he can't do 'this' and zips up and walks out of the bathroom. If you aren't sure what 'this' is, go ask your parents.

Brock goes back out to the bar and grab's the Doc's keys and leaves in a sad/angry fit, which includes the bartender calling him 'hockey hair'. The bartender gives Dr. Venture his drink which is compliments of the lady at the end of the bar. Dr. Venture walks over in the most suave way possible for him (which is also the least suave way possible for him) and the girl whispers 'he's coming over'.

Turns out this is Dr. Girlfriend in disguise! She's wearing a communicator in her ear so she can communicate with the Monarch back at the Cocoon. The Monarch tells her all is going according to plan and it's time to go to phase two. Ensnarement. It sounds better with all the dramatic music in the background though.

Back at the Venture Compound Dean is now wearing a turban made of socks and a diaper... made of socks? He's also shining Hank's sneakers with a toothbrush while Hank plays with his new catcher's mit:

Make it shine, Gunga Din.

Yes Effendi.

Back at the bar Dr. Venture is chatting it up with disguised Dr. Girlfriend who is being coached by the Monarch and doing her best to flirt with Dr. Venture as he tells unexciting stories in an attempt to be suave. Dr. Venture is of course way too self-absorbed to notice otherwise, so the plan works like a charm. Yes sir, a very well laid plan:

So I didn't catch your name.

Oh crap! We didn't plan for this contingency! Quick, make something up!

Back at the compound Hank is exacting his revenge on Dean for drinking the dubious drink. His is more green that brown, but he also drops a nice wad of spit in there. Dean of course doesn't want to drink it, but Hank will have none of this from his slave. Just then Brock walks in:

Hey Brock!

Go to bed.

[BROCK walks past the doorway, and then walks back after a second]

Why would you dress like that?

Dean lost a bet, and now he's my slave, and he's refusing a direct order to drink this.

You never Welsh on a bet, Dean. Be a man... drink it! And you go to bed. Your father's gonna be... [he walks away muttering]

Brock looks like hell.

Drink it.

Back at the bar 'Charlene' and Dr. Venture are standing in the parking lot next to her car. Dr. Venture offers to give her his wrist watch number (always impresses chicks to refer to your two-way satellite communicator watch), but Dr. Girlfriend instead offers to give him a ride home. Dr. Venture of course accepts and they end up making out in his room while the Monarch watches from a somehow third-person viewpoint.

As the Monarch watches he gets a little too into it. You really need to see the scene to appreciate it, so I won't even attempt to put it down in words, just rest assured it's one of the most hilarious, horrifying, disgusting and more hilarious (and a little sexy... I've said too much) scenes ever to grace the small screen.

Dr. Girlfriend, meanwhile, asks Dr. Venture is he has any condoms (much to the Monarch's dismay). While he rustles around in his drawer for one (which disintegrates when he takes it out of the package), Dr. Girlfriend slips a weird needle-gun out of her purse and attaches a serum to it. Dr. Venture is about to turn back to her when she grabs his wig and stabs him in the neck with the needle. He falls back onto his bed, unconscious.

The next morning Dean is helping Brock out with the written portion of his secret agent exam when Dr. Venture comes down the stairs in his robe and wig to brag subtly (read: not that subtly) about his night. Dean notices a mark on Dr. Venture's neck which Dr. V calls a 'love bite'. He then tells Brock to pick him up a condom (yes, a condom) if he goes out later since he's all out. Brock just looks back at the Doc with a weird look on his face and Dean goes back to the lesson plan. Dr. Venture attempts to subtly hint at his big night once more by noting that he's taking two coffees to his room, but Brock and Dean just ignore him. Dr. Venture leaves the kitchen as a loud sound is heard to which Brock response "Monarch's outside".

As Dr. Venture enters his room we see a rope ladder out his window which disappears upwards. Outside the complex Dr. Girlfriend has hitched a ride with the entire Cocoon which is airlifting her out of there.


Back in the Cocoon and her normal clothes, Dr. Girlfriend is talking with Dr. Venture about another date. She's trying to get out of it, but Dr. V won't take no for an answer. His 'love bite', by the way, now covers the entire side of his face and is rather gross. Dr. Girlfriend finally agrees to the date, to the disdain of the Monarch, since she feels it would be suspicious if she didn't.

[into phone] Okay fine, I'll pick you up at six.


[into phone] -yeah, thirty. [she hangs up]

I forbid it!!

He wouldn't take no for an answer, I have to go!

Not unless you're going to plant a bomb in his car.

It'll look suspicious if I don't.

Poison his drink?

I have to get ready.

Aaaahh! You're falling in love with him. [gasp] You slept with him didn't you!?

Back in the Venture kitchen Dean has scored Brock's sample test. He did better than Hank, but not good enough that he won't need to do amazingly well on the physical portion to get his license back. Just then Hank walks in and replaces Brock's steak dinner with a glass of eggs:

No problem! Your training begins now! Drink up! Your ass is mine, Samson! When I get through with you, you're gonna eat lightning and crap thunder!!

Looks more like he's gonna drink eggs and crap... eggs.

[DR. VENTURE walks in]

Well, I'm off on my date. Brock watch the boys while I'm gone, will you? You're still allowed to do that much, right?

I'm a little worried about that hickey, Doc.

[laughs] Brock, don't worry! I'm not falling in love.

That's not what I-

And what would be wrong with that if I was? The boys need a new mommy. [slyly] Rusty needs a new mommy.

We don't even know who our old mommy was.

Oh. That's right, I never really told you about her. [sighs] Well, she was-

[a car horn beeps outside]

That'll be Charlene, gotta run boys! Don't stay up too late! [he exits]

[examining the egg glass] Dija spit in this?

Don't eyeball me, Samson, drink it!!

[BROCK looks at HANK for a second and drinks the eggs]

Next we're treated to a montage of Brock working out with Hank and Dean, running through tires, beating up dummies, avoiding ninja stars and knives thrown by helper, refusing to do aerobics, beating the crap out of a padded suit-wearing Dean, doing pushups in the rain while Hank taunts him (which garners a death threat from Brock).

The next morning the boys see Brock off. Hank has packed Brock a lunch and Dean has downloaded some crib notes into Brock's commwatch. HELPeR gives Brock a lucky rabbit's foot and a hug. Brock leaves and starts his car almost concurrently as the boys watch. Suddenly a loud scream is heard from upstairs and they all rush into Dr. Venture's room.

[under the covers] I have something to show you all. Those of you with weak stomachs should leave now.

[DEAN leaves]

What you are about to see is a nightmare, inexplicably torn from the pages of Kafka. [he removes the covers to reveal that he has been turned into a caterpillar... only his face remains as it was before]

Dr. Venture Caterpillar

Holy crap what happened!

Apparently this is the reward I get for years of screwing with super science. In short, I pissed in god's eye. And he blinked.

[poking Dr. Venture] Golly, does it hurt?

No. But the poking does, let's stop that now.


Just then HELPeR find's Dr. Venture's skin, which he apparently shed in order to gain his new form. Hank comments that the tooth fairy would probably give him like a grand for that prize, which does not sit well with Dr. Venture who thinks Hank is taking the situation entirely too lightly.

Back at the Cocoon the Monarch and Dr. Girlfriend are fighting about Dr. Girlfriend's relationship with Dr. Venture. She confesses that she feels bad about what she did, but the Monarch can only concentrate on her (allegedly) having sex with him. Dr. Girlfriend tells him that Dr. Venture really isn't that bad a guy, and they even have some things in common. 'Yeah we do now'. 'I didn't sleep with him'. 'Prove it.' The proof is up to your imagination. The sky is the limit, people. You sick, sick bastards.

Back in his lab Dr. Venture races to figure out a way to reverse his condition. Unfortunately said condition has left him without opposable thumbs, or even hands. He commands HELPeR to, uh, help him, though HELPeR doesn't seem to know the names of too many chemicals.

Brock, meanwhile, shows up for his exam. The proctor tells him to remove any pieces of paper he has on him, as well as his watch. Things don't look to good for Brock.

Back in the lab, HELPeR has gone nuts and is now eating test tubes. The chemicals in them begin to eat through his body, leaving a nice little hole. He then runs around like a maniac and sprouts legs (he normally has those rolly wheels, like an office chair) in order to expel the test tubes from his rear, uh, expulsion port. The glass shards are steaming and coated with various chemicals which start to eat through the floor.

Back at the secret agent test the OSI proctor tells Brock about the target practice test. Brock, however, refuses to use the gun given to him. He instead throws the pistol at the targets, and then jumps into the range and slices at them with his knife and even rips one out of the ground (which later turns out to be the image of a nursing woman) and smashes another one with it.

In the lab, meanwhile, a quivering HELPeR has a shotgun pointed at Dr. Venture's head. Dr. Venture tries to egg him on, but HELPeR refuses to pull the trigger and runs away, more of a wreck than ever. You know, if robots could be emotional wrecks.

Dr. Venture is in the midst of yelling at HELPeR when a bunch of gray stuff starts coming out of his mouth, so it seems the pupa stage is about to start. He looks around the lab and eyes a high spot on the ceiling which he crawls up to.

Back at OSI the proctor is giving Brock his test results:

Well let's see here, Mr. Samson. On the driving portion you totaled every car but the one you were driving. On the pistol range you refused to use a gun. And uh, oh, hah! Yeah, here's my favorite. On the written you drew the little guy with wings from the Led Zeppelin records.

Icarus. So uh, what are you trying to tell me here, little man; that you don't like Zep?

[the INSTRUCTOR stands up and rips BROCK's test in half]

My father is General Traster. You saved his life. The man spoke of you as a god. And you did not disappoint.

Oh yeah. I used to babysit you.

Back at the lab Dr. Venture is now about 75% covered by that cocoon stuff and continues to add more. Hank walks in and asks what his dad is up to. Dr. Venture tells him that he's 'compelled'. Hank asks if he can try. Hank's not too smart. Dr. Venture confesses that he's not sure what's going to happen when he breaks out of the cocoon. He asks if Hank knows how to fire a shotgun, but before Hank can answer Dean walks in, eyes covered, telling Dr. Venture that 'there's a lady with a super-deep voice here to see you'.

Dr. Venture panics as 'Charlene' walks in and Hank pulls Dean out of the room so the two can talk. Dr. Venture tells Dr. Girlfriend that this has to be good-bye, but he will remember these past few days as the happiest of his life. Except for the whole being turned into an insect thing. As he's talking Dr. Girlfriend loads a different colored serum into her needle-gun thingy. She asks him for one last kiss, and after she kisses him on the forehead she injects the serum into his head. Dr. Venture makes a few lewd comments but then passes out again.

We fade back to Nightin Ales. Brock drives up and walks into the bar. The bartender greets him with a friendly 'hey, if it isn't franken-mullet!' to which Brock responds by slapping his newly renewed license to kill on the bar. The bartender eyes it for a second and then realizes the end is nigh as Brock leaps over the bar and tackles him.

Roll end credits.

Back at the Venture lab Dr. Venture is expelled from his cocoon and is back to his normal form, minus the clothes. The boys are standing by with a 'Go Team Venture!' as Dr. Venture groans.


  • This episode was written third but was played eighth since the writers felt the audience wouldn't have enough attachment to Dr. Venture or Brock when they had serious personal issues if it was played third, so it was held back. In the second run of the season AS played this episode third in the order.

  • Marrakesh (mentioned early in the episode), if you're not a geography major, is a city in Morocco. Here's a neat overhead image of it and here's a good place to get some info on it if you want.

  • The clothes Dr. Venture wears to the bar and on his second date are right from the Dorcus Collection off lileks.com which features some of the worst (or are they the best?) clothes from the 40s-70s. In specific you can see Dr. Venture's bar outfit here and his second one here. It's even more hilarious to see them in photographs.

  • From Jackson Publick's livejournal:

    Some viewers may have detected a nod to an old Jonny Quest episode in Brock's flashback sequence, when he's wistfully recalling the ways he used to be allowed to kill. Race Bannon painted himself purple with berries in order to trick some natives into thinking he was their river god or some such thing and it was one of the most hilarious moments in Jonny Quest history (both intentionally, since they played it for aw shucks comedy at the end of the episode when he couldn't get the stains off, and unintentionally since, through the eyes of a post modern, 21st century viewer, his off-the-handle screams of "look over here, you filthy savages!!!" are just about the most un-P.C. thing ever). It's stuff like that which makes you want to parody that glorious old show in the first place, so we had to give it a nod.

  • The strip club scene actually ran into some issues with Broadcast Standards & Practices. Originally they didn't like how the strippers were dressed, so they had to be reworked to have more clothing. Jackson Publick again:

    So we took the classic "black censorship bar" approach to further cover the offending areas and, in my opinion, BS&P handed us another joke. The reality is you're not missing anything under those black bars, people, but they serve to suggest there's a lot more going on under there than there is and I think they lend an even greater overall sheen of disrespectibility to the scene, which of course I like.

  • The song played during Brock's workout (called Revv Me Up) was actually recorded by writer Doc Hammer and his friend Glenn Max in the early 90s as part of compilation of songs written throughout the decade-spanning career of a fictional artist. The vocals are done by Terrence and Bess, the Terrence part of which is the same Terrence Fleming who voiced Bud Manstrong in episode 102. You can get the song at the official Venture Brothers site.

  • Similar to the strip club, part of Brock's flashback, in specific the part where he throws a flaming can of gasoline at some weird monks, ran into troubles with BS&P. Apparently they didn't like the 'occult' symbols on their costume, though they're not even occult symbols if you look at it. Really they're just an upside down anarchy symbol combined with the multi-arrow symbol for 'chaos'.

  • Dr. Venture's caterpillar form is based on that of the monarch butterfly (which is fitting of course). The way he walks is actually more like an inch-worm as monarch caterpillar's sort of slink along without arching their backs. Here you can find a couple pictures and such on the subject.

  • Kafka is also mentioned by Dr. Venture, referring to Franz Kafka (1883-1924), one of the more influential writers of the past century. Kafka's writing has been recognized to symbolize 'modern man's anxiety-ridden and grotesque alienation in an unintelligible, hostile, or indifferent world'. Find out some more here.

    To be more specific, reader Jon Reiter points out the following:

    The reference Doc Venture makes is not simply about the themes in Kafka's books, but directly pointing to the short story "Metamorphosis", where the main character inexplicably awakens as a gigantic "vermin".

    Thanks for the info Jon, you crazy book-reading guy, you!

Episode Cast

James Urbaniak Dr. Venture
Michael Sinterniklaas Dean Venture
Patrick Warburton Brock Samson
Chris McCulloch Hank Venture
The Monarch
Monarch Henchman
Doc Hammer Dr. Girlfriend/Charlene
Paul Boocock Fighter Pilot
OSI Instructor
Soul-Bot HELPeR


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